Ronaldsway Private Equity Plc
LSE : RPEP

November 11, 2013 05:01 ET

Notice of AGM

                                                                                              GB00B23F8C32
                                                                                          11 November 2013

                                       Ronaldsway Private Equity plc
                                      ("Ronaldsway" or the "Company")
                                                     
                                               Notice of AGM

Ronaldsway  Private Equity Plc announces that notice has been sent to Shareholders convening the  Company's
Annual  General Meeting, to be held at the offices of Welbeck Associates, 30 Percy Street, London, W1T  2DB
on  5th  December 2013 at 12.30pm. Set out below is the text of the accompanying letter from the  Company's
Chairman, together with the Notice of the AGM.

"Introduction:

As you may or may not know, I joined the Board in December 2012 and the Board had a short amount of time to
change the trajectory of the Company before the accounts attached were published.

The  Board  are proposing that the Company change its name from Ronaldsway Private Equity plc  to  Milamber
Ventures plc. I personally hold about 16.4% of the shares in the Company and will be voting to support this
resolution.

The  Company  is  focused  on  investing  in early stage, growing companies,  particularly  in  the  media,
technology  and education sectors and providing such companies with hands on advice and guidance.  We  want
the  Company to become a specialist business incubator that partners entrepreneurs and ambitious management
teams to develop high value, innovative, growing businesses in the media, technology and education sectors,

As  well  as  funding  and  access to funds, the Company will be offering  real  solutions  to  help  these
businesses  grow. We will specialise in the incubation of, and delivery of business development programmes.
We  are  building a team that includes serial entrepreneurs and experts in the fields of business planning,
sales,  marketing, and fund-raising. Each have established businesses from scratch which have  gone  on  to
become multi-million pound enterprises.

We  focus  on the words 'business development' as the best way to fund and grow a company by securing  more
sales  and growing the customer base. To that end, the Company will assist companies to navigate  the  wide
spectrum of opportunities to grow their businesses either organically, via collaborative partnerships, with
or without funding events, through buy-and-build, strategic acquisitions or mergers either locally or on  a
global scale.

Resolution to Withdraw from ISDX:

We  are  currently  evaluating whether ISDX is the best exchange for the Company to be  on  going  forward,
especially  in light of the changes made to the ISDX Rules in July this year. As Directors working  in  the
best interests of our shareholders we want to have the ability to move off the exchange if we think this is
necessary  over  the  next 12 month period. The decision will be based on the costs of  remaining  on  ISDX
versus our ability to raise funds.

The  Company is therefore seeking shareholder approval at the Annual General Meeting to authorise Directors
to  withdraw  the  Company's  shares from trading on ISDX at a time of their  choosing  in  the  12  months
following the AGM. Approval of this resolution will provide the Company with flexibility to withdraw within
the one year period without incurring the expense of printing and posting another circular to shareholders.
If  this authority is not acted upon within that year (ending 5th December 2014), a further resolution will
be needed to approve a further withdrawal authority.

Under  the  ISDX  Rules, withdrawal from ISDX is conditional upon the Company passing a Special  Resolution
approving the withdrawal at a general meeting. To be passed, a Special Resolution requires the approval  of
75  per  cent  of  shareholders who vote on the resolution. Accordingly, the withdrawal  resolution  to  be
proposed at the AGM will be a special resolution.

The directors will only be able to exercise any authority granted at the AGM provided no significant change
has  occurred to the Company's financial and trading position between the AGM and the date of any  decision
to  exercise  the  authority. The Company will therefore be required to make an announcement  at  least  20
business  days  prior  to the withdrawal from trading, together with a 'no significant  change'  statement,
given  by  the  directors, covering the financial and trading position of the Company, as at the  date  the
resolutions is passed. Please refer to the attached audited accounts for the period ending 31st March 2013,
for information on the Company's current financial performance.

If the directors do decide to withdraw the Company's shares from trading on ISDX, the directors will notify
shareholders of any alternative dealing arrangements at that time.

If you have any questions, please do not hesitate to contact me at: Andy.Hasoon@milamberventures.com "

The Directors of Ronaldsway Private Equity plc accept responsibility for this announcement.
                                                 --ENDS--
ENQUIRIES

Ronaldsway Private Equity Plc
Andy Hasoon
T: 07768 875 681
E: Andy.hasoon@milambergroup.com

Peterhouse Corporate Finance Limited
Mark Anwyl and Heena Karani
T: 020 7469 0930

NOTICE  IS  HEREBY GIVEN THAT the Annual General Meeting of Ronaldsway Private Equity plc  ("the  Company")
will  be  held  at 12.30pm on 5 December 2013 at its registered office to consider and, if deemed  fit,  to
approve the following resolutions, of which resolutions 1 to 5 will be proposed as ordinary resolutions and
resolutions 6, 7, 8 and 9 will be proposed as special resolutions:

Ordinary Resolutions
1.  To  receive  the  accounts of the Company for the year ended 31 March 2013 together  with  the  reports
thereon of the directors and the auditors of the Company.

2. To reappoint Andy Hasoon as a director of the Company.

3. To reappoint John Leece as a director of the Company.

4.  To  reappoint  Welbeck  Associates as auditors of the Company in accordance with  Section  489  of  the
Companies  Act  2006 ('the 2006 Act'), until the conclusion of the next general meeting of the  Company  at
which  audited  accounts  are  laid  before  members and to authorise  the  Directors  to  determine  their
remuneration.

5.  That,  in  substitution for any existing authority the directors be and they are hereby  generally  and
unconditionally authorised under section 551 of the Companies Act 2006 to exercise all the  powers  of  the
Company to allot relevant securities within the meaning of that section on and subject to such terms as the
directors  may  determine up to an aggregate nominal amount of £3,000,000 such authority unless  previously
renewed, revoked or varied to expire 15 months after the date of the passing of this resolution or  at  the
conclusion  of  the  next annual general meeting of the Company following the passing of  this  resolution,
whichever occurs first, save that the Company may before such expiry make an offer or agreement which would
or  might require relevant securities to be allotted after such expiry and the directors may allot relevant
securities under such an offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions
6.   That  subject  to the passing of Resolution 5 above, the directors be and are hereby  empowered  under
section 570 of the Companies Act 2006 ("the Act") to allot equity securities (within the meaning of section
560  of the Act) for cash under the general authority already given as if sub-section 561(1) of the Act did
not apply to any allotment, provided that this power shall be limited to:

        (a)  the  allotment of equity securities in connection with an offer of such securities to  holders
        of  ordinary shares where the equity securities for which ordinary shares are respectively entitled
        to  subscribe are proportionate (as nearly as may be) to the respective numbers of ordinary  shares
        held  by  them,  but  subject to such exclusions or other arrangements as the  directors  may  deem
        necessary  or  expedient in relation to fractional entitlements or any legal or practical  problems
        under  the  laws  of  any overseas territory or the requirements of any regulatory  body  or  stock
        exchange;
        (b)  the  allotment (otherwise than under sub-paragraph (a) above) of equity securities  up  to  an
        aggregate nominal value of £3,000,000;
        
And  so that such power (unless previously revoked or varied) shall expire 15 months after the date of  the
passing of this resolution or at the conclusion of the next annual general meeting of the Company following
the  passing of this resolution, whichever occurs first, provided that the directors may, before the  power
expires,  make  an  offer or enter into an agreement which would or might require equity securities  to  be
allotted after such power expires.

7.  THAT,  the Company be and is generally and unconditionally authorised to make market purchases  (within
the meaning of section 163(3) of the Act) of Ordinary Shares provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 2,500,000;
(b) the  minimum price, exclusive of any expenses, which may be paid for  an Ordinary Share  is  an  amount
    equal to 80% of the middle market price for an Ordinary Share (as defined by ISDX);
(c) the  maximum price, exclusive of any expenses, which may be paid for an  Ordinary Share  is  an  amount
    equal to 120% of the middle market price for an Ordinary Share (as defined by ISDX);
(d) the authority hereby conferred shall expire at the earlier of the conclusion of the next Annual General
    Meeting of the Company and fifteen months from the date of this resolution;
(e) the  Company may make a contract for the purchase of Ordinary Shares  under this authority  before  the
    expiry  of  this  authority  which would or might be executed  wholly or  partly after  the  expiry  of  
    such authority,  and may make purchases of Ordinary Shares in pursuance of such a contract as  if  such  
    authority had not expired.

8. THAT, the name of the Company be changed to "Milamber Ventures plc".

9. THAT,  the directors  be authorised to withdraw the Company's shares from trading on the ICAP Securities
and  Derivatives Exchange ("ISDX") at any time within twelve months of the date of this resolution if  they
consider that withdrawal from ISDX is in the best interests of the shareholders.

Contact Information

  • Ronaldsway Private Equity Plc