Secure Fortress plc

October 15, 2008 03:37 ET

Notice of AGM


                                               SECURE FORTRESS PLC
                                                  Notice of AGM
The Board of Secure Fortress Plc announces that the Annual General Meeting of the Company will be held at the
offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS on Friday 7 November 2008 at 3.00
pm. The letter sent to shareholders on 14 October 2008 follows:

                                               SECURE FORTRESS PLC
                            (incorporated in England and Wales under number 6076395)
Directors:                                                                                     Registered Office:
Richard Berman                    Chairman                                                           Thames House
Alexandre Stephen Clug            Chief Executive Officer                                         Portsmouth Road
Ivan William Minter               Chief Financial Officer                                                   Esher
Joseph Rudolph Rosetti            Non-Executive Director                                                   Surrey
Michael Cunningham                Non-Executive Director                                                 KT10 9AD
Emmanual John Olympitis           Non-Executive Director                                                         
                                                                                                  14 October 2008
Dear Shareholder

Notice of Annual General Meeting

I  am  pleased to be writing to you with details of our first Annual General Meeting ("AGM") which we are holding
at  the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS on Friday 7 November  2008
at 3.00 pm.  The formal notice of Annual General Meeting is set out on pages 5 and 6 of this document.

If  you  would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent  to
you  with  this notice and return it to our registrars as soon as possible.  They must receive it by 3.00  pm  on
Wednesday 5 November 2008 at the very latest.

Audited Accounts and interim statement

Enclosed  with  this circular you will find a copy of this Company's audited report and accounts for  the  period
ended 31 December 2007.

Re-election of Directors

As  this  is the Company's first AGM all of the current Directors are required by our articles of association  to
retire  from office and each offers himself for re-election at the AGM. The following are brief career  summaries
for each director:

Richard Berman, Non-Executive Chairman
Mr.  Berman's  business  career  spans over 35 years of venture capital, management  and  merger  &  acquisitions
experience.  In the last five years, Mr. Berman has served as a professional director and/or officer of  about  a
dozen  public and private companies.  He is currently CEO of Nexmed, a small public biotech company; Chairman  of
National  Investment Managers, a public company in pension administration and investment management; and Chairman
of  Candidate Resources, a private company delivering HR services over the web. Previously, Mr. Berman worked  at
Goldman Sachs and was Senior Vice President of Bankers Trust Company, where he built the M&A and Leveraged Buyout

Alex Clug, Chief Executive Officer and Director
Mr.  Clug  has  executive experience in telecoms, IT and electronic security, as well as  private  equity.  Other
positions  include  Managing Director of Puntocom Holdings, Senior Consultant for Cambridge  Technology  Partners
(Novell),  and  International Marketing Manager for Sensormatic (Tyco). Helped launch the European operations  of
Terremark Worldwide (AMEX: TWW), a leading operator of integrated Tier-1 Network Access Points (NAPs) and network
services.  Mr.  Clug  is  a  former  President  and  then  CEO  of  Etelix,  a  fully  licensed  Latin   American
telecommunications  company where he successfully built the operations from seed-funding  to  a  sales  force  of
6,000.  He  graduated with honors from the US Military Academy at West Point with a BS in Electrical Engineering,
served  with  distinction as a captain in the US Army Corps of Engineers, and received his MBA from the  Anderson
School at UCLA. Secondary education in UK and Singapore.
Ivan Minter, Chief Financial Officer and Director
As  Financial  Director  and CEO of Trafpak Ltd, a subsidiary of Pakhoed NV, Mr. Minter set  up  their  worldwide
operational  system.  Other  executive  positions include Financial  Controller,  Finance  Director  and  company
secretary in a variety of UK companies, including the Lansing Bagnall group, Trafpak Ltd, Eagle House Press  Ltd,
Unidata (UK) Ltd, Xitec Software Plc, Eurocity Properties Plc and Hemisphere Properties Plc.
Michael Cunningham, OBE, Non-Executive Director
Michael  Cunningham  joined the Royal Air Force in 1965. He left the RAF with the rank of Group  Captain  at  the
request  of  the  Saudi Government to act as senior advisor to the UK Ministry of Defence and  British  Aerospace
('BAe').  Within BAe he was promoted to Director of The Defence Systems Division. Mr. Cunningham was  honored  by
the  Queen with the award of the MBE in 1975 and the OBE in 1985. He has specialized for many years in the Middle
East and Gulf region and has written and lectured extensively on that area in Europe and the USA. In addition  to
writing  he  is  an  appointed lecturer, supervisor and examiner to the post-graduate programme in  International
Relations at Cambridge University. Mr. Cunningham is considered to be an authority in the West on defence, energy
and  economic  offset  and  is frequently consulted by governments and major corporations  across  his  areas  of
interest and expertise.
Joseph Rosetti, Non-Executive Director
Mr.  Rosetti is currently the President of SafirRosetti. Prior to forming SafirRosetti, he was the Vice  Chairman
of  Kroll Associates. From 1971 to 1987 he had worldwide responsibility at IBM for all security programs. In  his
capacity as IBM Security Director, Mr. Rosetti was the chief industry representative serving as Vice Chairman  of
the  Secretary of State's Overseas Security Advisory Council. Prior to joining IBM, Mr. Rosetti was the Northeast
Director for the Law Enforcement Assistance Administration of the U.S. Department of Justice and a Special Agent,
Group  Supervisor,  and  Special  Assistant to the Assistant Commissioner  for  Compliance  in  the  Intelligence
Division, U.S. Treasury Department.

Emmanuel Olympitis, Non-Executive Director
Mr.  Olympitis was previously Executive Director of Bankers Trust International and  Executive Chairman, CEO  and
non-executive director of a number of UK public companies including Pacific Media Plc, Bella Media  Plc  (founder
chairman),  Medway Insurance Group Plc, Aitken Hume Plc, Norman 95 Plc, Bulgarian Land Developments Plc  (founder
director) and Matica Plc.
New Articles of Association

We  are also asking shareholders to approve the adoption of new articles of association primarily to reflect  the
provisions  of  the Companies Act 2006 but also to provide a more comprehensive set of articles  more  consistent
with modern practice for publicly quoted companies.  An explanation of the main changes between the proposed  and
the existing articles of association is set out in the Appendix on pages 9 to 11 of this document.

Explanatory notes on all the business to be considered at this year's AGM appear on page 8 of this document.

Increase of Authorised Share Capital

We  are also asking shareholders to approve an increase in the Company's authorised share capital from £2,000,000
to  £3,500,000  by the creation of a further 150,000,000 Ordinary Shares of £0.01 each and to give the  Directors
the  power  to issue all or any of these new shares on such terms as they think fit and to disapply any statutory
pre-emption  rights  that may apply until, in each case, the next Annual General Meeting of  the  Company.   Your
Directors  consider  it prudent to seek such capital raising authority at this stage in the  Company's  life  and
given the current uncertainties in the world financial markets.


Your  Directors  consider  that all the resolutions to be put to the meeting are in the  best  interests  of  the
Company  and its shareholders as a whole.  Your Board will be voting in favour of them and unanimously recommends
that you do so as well.

Yours sincerely

Richard Berman

                                               Secure Fortress plc
                                        NOTICE OF ANNUAL GENERAL MEETING
The  Annual  General Meeting will be held at the offices of Simmons & Simmons, CityPoint, One  Ropemaker  Street,
London  EC2Y  9SS  on Friday 7 November 2008 at 3.00 pm.  You will be asked to consider and pass the  resolutions
below.   Resolutions 9 and 10 will be proposed as special resolutions. All other resolutions will be proposed  as
ordinary resolutions.

                                              Ordinary Resolutions
1.      To  receive  the directors' report and accounts for the period ended 31 December 2007 and  the  auditors'
        report thereon.
2.      To re-appoint Richard Berman as a Director.
3.      To re-appoint Alexandre Stephen Clug as a Director.
4.      To re-appoint Ivan William Minter as a Director.
5.      To re-appoint Joseph Rudolph Rosetti as a Director.
6.      To re-appoint Michael Cunningham as a Director.
7.      To re-appoint Emmanual John Olympitis as a Director.
8.      To appoint Saffery Champness as auditor of the Company from the conclusion of this annual general
meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to
authorise the Directors to determine their remuneration.
                                               Special Resolutions
9.      That  the  Articles of Association produced to the meeting and initialled by the chairman of the  meeting
        for the purpose of identification be adopted as the Articles of Association of the Company in substitution for,
        and to the exclusion of, the existing Articles of Association.
10.     That  the  authorised  share  capital of the Company be and it is hereby  increased  from  £2,000,000  to
        £3,500,000 by the creation of a further 150,000,000 Ordinary Shares of £0.01 each ranking pari passu with the
        existing Ordinary Shares of the Company and that the Directors be and are hereby generally and unconditionally
        authorised for the purpose of section 80 of the Companies Act 1985 (the "Act") to exercise all powers of the
        Company to allot relevant securities up to an aggregate nominal amount of £1,500,000, such authority to expire at
        the date of the Company's annual general meeting in 2009 and that the Directors be and that they are hereby
        empowered pursuant to section 95 of the Act to allot equity securities (as defined in section 94 of the Act)
        pursuant to the authority conferred by this resolution 10 for cash as if section 89(1) of the Act did not apply
        to such allotment provided that this power and such right of disapplication shall expire at the date of the
        Company's annual general meeting in 2009 (save in any case for any offer or agreement made prior to the expiry of
        such authority which might or would require relevant securities to be allotted after this application has

14 October 2008                                                             By Order of the Board
                                                                                           SLC Registrars Limited
                                                                                                Company Secretary
Registered Office:
Thames House
Portsmouth Road
KT10 9AD

Registered in England and Wales with No. 6076395


1.      Members  are entitled to appoint a proxy to exercise all or any of their rights to attend and  speak  and
        vote on their behalf at the meeting.  A shareholder may appoint more than one proxy in relation to the Annual
        General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or
        shares held by that shareholder.  A proxy need not be a shareholder of the Company.  A proxy form which may be
        used to make such appointment and give proxy instructions accompanies this notice.
2.      To be valid any proxy form or other instrument appointing a proxy must be received by post or (during
normal business hours only) by hand at Computershare Investor Services PLC, PO Box 1075, The Pavilions,
Bridgewater Road, Bristol BS99 3FA no later than 3.00 pm on Wednesday 8 November 2008.
3.      The return of a completed proxy form will not prevent a shareholder attending the Annual General Meeting
and voting in person if he/she wishes to do so.
4.      To be entitled to attend and vote at the Annual General Meeting (and for the purposes of the
determination by the Company of the votes they may cast), Shareholders must be registered in the Register of
Members of the Company at 3.00 pm on Wednesday 5 November 2008 (or, in the event of any adjournment, 3.00 pm on
the date which is two days before the time of the adjourned meeting).  Changes to the Register of Members after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the
5.      In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in
place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its
corporate representative with instructions to vote on a poll in accordance with the directions of all of the
other corporate representatives for that shareholder at the meeting, then on a poll those corporate
representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and (ii) if more than one corporate representative
for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the
chairman of the meeting as its corporate representative, a designated corporate representative will be nominated,
from those corporate representatives who attend, who will vote on a poll and the other corporate representatives
will give voting directions to that designated corporate representative.  Corporate shareholders and referred to
the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate
representatives ( for further details of this procedure.  The guidance includes a sample form of
representation letter if the chairman is being appointed as described in (i) above.
6.      The following documents will be available for inspection at the Company's registered office and at the
offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS from the date of this document
until the time of the AGM and at the AGM venue from 15 minutes before the AGM until it ends:
        (a)     Copies of the executive directors' service contracts;
        (b)     Copies of letters of appointment of the non-executive directors; and
        (c)     A  copy  of  the proposed new articles of association of the Company, and a copy of the  existing
                 articles of association.
The notes on the following pages give an explanation of the proposed resolutions.

Resolutions  1  to 8 are proposed as ordinary resolutions.  This means that for each of those resolutions  to  be
passed,  more than half of the votes cast must be in favour of the resolution.  Resolutions 9 and 10 are proposed
as special resolutions.

Resolutions 1 to 8 are self-explanatory and constitute ordinary business at an annual general meeting.

Resolution 9: Adoption of new articles of association.

It  is proposed in resolution 9 to adopt new articles of association (the "New Articles") in order to update  the
Company's  current  articles  of association (the "Current Articles") primarily to take  account  of  changes  in
English company law brought about by the Companies Act 2006.

The principal changes introduced in the New Articles are summarised in the Appendix. Other changes, which are  of
a minor, technical or clarifying nature and also some more minor changes which merely reflect changes made by the
Companies Act 2006 have not been noted in the Appendix.  The New Articles showing all the changes to the  Current
Articles are available for inspection, as noted on page 6 of this document.

Resolution 10: Increase of share capital and authority of directors to allot.

It  is proposed in resolution 10 to increase the Company's authorised share capital from £2,000,000 to £3,500,000
by the creation of a further 150,000,000 of Ordinary Shares of £0.01 each and to authorise the Directors to allot
all  or  any  of such securities as they think fit and to disapply any statutory pre-emption rights  which  might
otherwise arise on the basis that such authority and such disapplication shall expire at the next annual  general

                                  EXPLANATORY NOTES OF PRINCIPAL CHANGES TO THE
                                        COMPANY'S ARTICLES OF ASSOCIATION

1.      Exclusion of statutory regulations
The  Current  Articles are based on common short form articles contained in regulations made under Companies  Act
1985,  with  various amendments.  The New Articles do not incorporate any such regulations by reference  and  are
standalone.   For this reason, they are longer, more comprehensive and generally considered more appropriate  for
public companies whose shares are publicly traded.

2.      Form of resolution
The  Current  Articles  contain a provision that, where for any purpose an ordinary  resolution  is  required,  a
special or extraordinary resolution is also effective and that, where an extraordinary resolution is required,  a
special resolution is also effective. This provision is being amended as the concept of extraordinary resolutions
has not been retained under the Companies Act 2006.

The  Current Articles enable members to act by written resolution.  Under the Companies Act 2006 public companies
can no longer pass written resolutions.  These provisions have therefore been removed in the New Articles.

3.      Financial Assistance
The  Current Articles contain an express restriction on financial assistance which is not contained  in  the  New
Articles.   The  Company  will however be subject to the general restriction on financial  assistance  by  public
companies contained in the Companies Act 2006.

4.      Share warrants and certificates
The  New  Articles  will  entitle the Company, with respect to any full paid share,  to  issue  a  share  warrant
entitling  the bearer to the shares comprised in it.  In addition, the New Articles will also specifically  allow
for  shares  to  be held and transferred in uncertificated form in accordance with the Uncertificated  Securities
Regulations 2001.

5.      Convening general meetings
The  provisions in the Current Articles dealing with the convening of general meetings and the length  of  notice
required  to convene general meetings are being amended to conform to new provisions in the Companies  Act  2006.
In  particular,  a  general meeting to consider a special resolution can be convened on 14 days'  notice  whereas
previously 21 days' notice was required.

6.      Disclosure of Interests
The  New Articles will entitle the Directors to seek information from members concerning who is interested in the
shares  held  by  them in the Company.  Failure to comply with any such notice within 14 days  will  entitle  the
Directors to "disenfranchise" any holder of 0.25% or more of the issued share capital (by suspending the right to
vote, to receive dividends and/or in certain circumstances to transfer such shares) until such notice is complied
with.  These new provisions are in line with market practice.

7.      Votes of members
Under  the Companies Act 2006 proxies are entitled to vote on a show of hands whereas under the Current  Articles
proxies  are  only  entitled to vote on a poll.  The time limits for the appointment or termination  of  a  proxy
appointment have been altered by the Companies Act 2006 so that the articles cannot provide that they  should  be
received  more  than  48 hours before the meeting or in the case of a poll taken more than  48  hours  after  the
meeting,  more  than  24 hours before the time for the taking of a poll, with weekends and  bank  holidays  being
permitted  to  be  excluded  for this purpose.  Multiple proxies may be appointed provided  that  each  proxy  is
appointed  to  exercise  the  rights attached to a different share held by the shareholder.   Multiple  corporate
representatives may be appointed (but if they purport to exercise their rights in different ways, then the  power
is treated as not being exercised).  The New Articles reflect all of these new provisions.

8.      Purchase of own shares
The  New  Articles  give  the  Company the right for the first time to purchase its own  shares  subject  to  the
provisions set out in such articles and/or the Companies Act 2006.

9.      Conflicts of interest
The  Companies  Act 2006 sets out directors' general duties which largely codify the existing law but  with  some
changes.   Under the Companies Act 2006, from 1 October 2008 a director must avoid a situation where he  has,  or
can  have,  a direct or indirect interest that conflicts, or possibly may conflict with the company's  interests.
The  requirement is very broad and could apply, for example, if a director becomes a director of another  company
or  a  trustee of another organisation.  The Companies Act 2006 allows directors of public companies to authorise
conflicts  and potential conflicts, where appropriate, where the articles of association contain a  provision  to
this  effect.   The  Companies Act 2006 also allows the articles of association to contain other  provisions  for
dealing  with  directors' conflicts of interest to avoid a breach of duty.  The New Articles give  the  directors
authority to approve such situations and to include other provisions to allow conflicts of interest to  be  dealt
with in a similar way to the current position.

There  are  safeguards  which  will  apply when directors decide whether to authorise  a  conflict  or  potential
conflict.   First, only directors who have no interest in the matter being considered will be able  to  take  the
relevant  decision, and secondly, in taking the decision the directors must act in a way they consider,  in  good
faith,  will  be  most likely to promote the company's success.  The directors will be able to impose  limits  or
conditions when giving authorisation if they think this is appropriate.

It  is  also  proposed  that  the  New Articles should contain provisions relating to  confidential  information,
attendance at board meetings and availability of board papers to protect a director being in breach of duty if  a
conflict  of  interest  or potential conflict of interest arises.  These provisions will  only  apply  where  the
position  giving  rise  to the potential conflict has previously been authorised by the  directors.   If  is  the
Board's  intention  to  report  annually on the Company's procedures for ensuring  that  the  Board's  powers  of
authorisation of conflicts are operated effectively and that the procedures have been followed.

10.     Notice of board meetings
Under  the Current Articles, it is provided that a director who is abroad is not entitled to receive notice while
he  is  away.   This  provision has been removed, as modern communications mean that there may be  no  particular
obstacle to giving notice to a director who is abroad.  It has been replaced with a more general provision that a
director  is  treated  as  having  waived his entitlement to notice, unless he  supplies  the  Company  with  the
information necessary to ensure that he receives notice of a meeting before it takes place.

11.     Electronic and web communications
Provisions  of the Companies Act 2006 which came into force in January 2007 enable companies to communicate  with
members  by  electronic and/or website communications.  The New Articles will allow communications to members  in
electronic  form and, in addition, they also permit the Company to take advantage of the new provisions  relating
to  website  communications.   Before the Company can communicate with a member by  means  of  electronic  and/or
website  communication, the relevant member must be asked individually by the Company to agree that  the  Company
may  send or supply documents or information to him electronically and/or by means of a website, and the  Company
must either have received a positive response or have received no response within the period of 28 days beginning
with  the date on which the request was sent.  The Company will notify the member (either in writing, or by other
permitted means) when a relevant document or information is placed on the website and a member can always request
a hard copy version of the document or information.

12.     Directors' indemnities and loans to fund expenditure
The  Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify directors and
to fund expenditure incurred in connection with certain actions against directors.  In particular, a company that
is  a  trustee  of  an  occupational pension scheme can now indemnify a director against  liability  incurred  in
connection with the company's activities as trustee of the scheme.  In addition, the existing exemption  allowing
a  company  to  provide money for the purpose of funding a director's defence in court proceedings now  expressly
covers regulatory proceedings and applies to associated companies.

13.     General
Generally,  the opportunity has been taken to bring clearer and more specific language into the New Articles  and
to update the Articles in line with the changes made in the Companies Act 2006 and modern practice.

The Directors accept responsibility for this announcement.


Alexandre Clug, Chief Executive, Email:

Duncan Vasey, St Helen's Capital Plc Tel : 020-7628-5582

Contact Information

  • Secure Fortress plc