Cap Energy Ltd
LSE : CAPP

September 16, 2008 10:14 ET

Notice of AGM

                                                                                                  
                                                                                                  


                                                 
                                                 
                                                                                         16/09/2008
                                                                          GB00B0MH9D42/GBP/PLUS-exn
                                        CAP ENERGY LIMITED
                                                 
                                           Notice of AGM
                                                 

The Board of Cap Energy Limited announce that Notice is hereby given that the Fourth Annual
General Meeting of Cap Energy Limited will be held at the offices of St Helens Capital Plc, 15 St.
Helens Place, London EC3A 6DE on Wednesday 8  October 2008 at 14:30 for the following purposes:

(1)     To receive the Accounts of the Company for the year ended 31 December 2007 together with
        the Reports thereon of the Directors and the Auditors of the Company and to consider the
        recommendation of the Directors that no dividend be declared in respect of the year.
        
(2)     To reappoint Tim Hearley retiring as a Director in accordance with the Articles of
        Association of the Company who, being eligible, offering himself for re-election as a
        Director of the Company.
        
(3)     To elect John Killer as a Director of the Company.
        
(4)     To reappoint Ashings Limited as Auditors of the Company until the conclusion of the next
        General Meeting of the Company at which Accounts are laid before the Members and to
        authorise the Directors to determine the remuneration of the Auditors.
        
(5)     To consider and, if thought fit, to resolve as an Ordinary Resolution:-
        APPROVAL OF SHARE OPTION SCHEME
        THAT the Company's Unapproved Share Option Scheme, a copy of which is produced to the
        Meeting and initialled by the Chairman for the purposes of identification be approved; the
        directors be authorised to do all acts and things necessary to establish and carry it into
        effect; and the directors be authorised to vote and be counted in the quorum on any matter
        connected with the Scheme (except that a director may not be counted in a quorum or vote
        in respect of his own participation) and any prohibition on voting contained in the
        Company's Articles of Association be relaxed accordingly.
        
 (6)    To consider and, if thought fit, to resolve as an Ordinary Resolution:-
        RENEWAL OF AUTHORITY TO ALLOT SHARES
        THAT the directors be and they are hereby generally and unconditionally authorised
        pursuant to section 551 of the Companies Act 2006 to exercise any power of the company to
        allot and grant rights to subscribe for or to convert securities into shares of the
        company up to a maximum nominal amount equal to the nominal amount of the authorised but
        unissued share capital at the date of the passing of this resolution,.provided that the
        authority hereby given shall expire five years after the passing of this resolution unless
        (subject to the said section 551) previously renewed, revoked or varied save that the
        directors may, notwithstanding such expiry, allot any shares or grant any rights under
        this authority in pursuance of an offer or agreement so to do made by the company before
        the expiry of this authority.
        
 (7)    To consider and, if thought fit, to resolve as a Special Resolution:-
        DISAPPLICATION OF PRE-EMPTION RIGHTS
        The Directors be empowered pursuant to the Companies Act 2006 ("the Act") to allot equity
        securities for cash as if Section 561(1) of the Act did not apply to such allotment
        provided that this power shall be limited to:
        7.1     the allotment of equity securities (as defined in Section 560 of the Act) in connection
               with any offer by way of rights to the holders of Ordinary Shares in the Company on a record date
               fixed by the Directors in proportion (as nearly as may be) to the number of shares held by such
               holders, but subject to such exclusions or other arrangements as the Directors may deem
               appropriate to deal with fractional entitlements or to resolve any legal or practical problems
               arising in connection with such an offer; and
        7.2     the allotment otherwise in connection with such an offer up to an aggregate nominal amount
              of  £1,000,000 (200,000,000 ordinary shares);
        and shall expire on 31 December 2009 or, if earlier, at the conclusion of the Annual
        General Meeting of the Company held in the year 2009, save that the Company may, prior to
        the expiry of such authority make an offer or agreement under which equity securities
        would or might fall to be allotted after such expiry and the Directors may allot equity
        securities in pursuance of such an offer or earlier agreement as if the power conferred by
        this Resolution had not expired. Registered Office:
        
        15 St Helens Place
        London
        EC3A 6DE
        
        Dated 12 September 2008

    BY ORDER OF THE BOARD

    R.E.Shand

    Secretary

The  Directors further announce that the above Notice, and the Report and Accounts for year ending
31st December 2007, were be posted to Shareholders on Tuesday 16th September.

The Directors of the Company accept responsibility for this announcement.

For further information, contact:

Tim Hearley, Chairman, Cap Energy Ltd.
T: 07850 390998 (Sec.: 020 7499 4344)

John Killer, Managing Director, Cap Energy Ltd.
T: 07979 903673

Barry Hocken/Duncan Vasey, St Helen's Capital Plc
T: 020 7628 5582
        

Contact Information

  • Cap Energy Ltd