Tower Gate Capital Limited
LSE : TGCP

January 13, 2011 11:02 ET

Notice of AGM

                                                     
                                          TOWER GATE CAPITAL PLC
                                              (the "Company")
              (Registered and incorporated in England and Wales with Company number 03924125)
                                                     
                                     NOTICE OF ANNUAL GENERAL MEETING


The Directors of Tower Gate Capital Plc announce today the following Notice of Annual General Meeting:



NOTICE  IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the Company's offices
at  Dudley  House, 169 Piccadilly, London W1J 9EH on Monday 7th February 2011 at 12 noon for the  following
purposes:


Ordinary Business

To  consider  and if thought fit, to pass the following resolutions each of which will be  proposed  as  an
ordinary resolution:

1.      To  receive  and  adopt the Company's annual accounts for the financial year ended  31  March  2010
        together with the last directors' report and the auditors' report on those accounts.

2.      To reappoint Patrick Kealy as a director of the Company who retires by rotation.

3.      To  reappoint Fisher Sassoon & Marks as auditors to hold office from the conclusion of the  meeting
        to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration
        to be determined by the directors.

Special Business

To  consider and, if thought fit, pass resolution 4, which will be proposed as an ordinary resolution,  and
resolution 5 will be proposed as a special resolution:

4.      THAT,  in  accordance with section 551 of the Companies Act 2006 (the "2006 Act") the Directors  of
        the Company be and are generally and unconditionally authorised to allot Relevant Securities (as defined in
        the notes to this resolution):
        
        4.1     up to a maximum nominal amount of £5,000 (in pursuance of the exercise of warrants and options
                 granted by the Company prior to the date hereof but for no other purpose);
        
        4.2     up to an aggregate nominal amount of £150,000 (in addition to the authority conferred by sub-
                paragraph 4.1 above) representing approximately 115 per cent. of the Company's current issued share
                capital;
        
        provided that these authorities, unless duly renewed, varied or revoked by the Company, will expire
        on  the  date being fifteen months from the date of the passing of this resolution or, if  earlier,
        the  conclusion of the next annual general meeting of the Company to be held after the  passing  of
        this  resolution,  save that the Company may, before such expiry, make offers or  agreements  which
        would or might require Relevant Securities to be allotted after such expiry and, the Directors  may
        allot  Relevant  Securities  in pursuance of such an offer or agreement  notwithstanding  that  the
        authority conferred by this resolution has expired.
        
        This resolution revokes and replaces all unexercised powers previously granted to the Directors  to
        allot  relevant  securities but without prejudice to any allotment of shares  or  grant  of  rights
        already made, offered or agreed to be made pursuant to such authorities.

5.      THAT,  subject  to the passing of Resolution 4, the Directors be given the general power  to  allot
        equity securities (as defined by section 560 of the 2006 Act) for cash, pursuant to the authority conferred
        by Resolution 4, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that
        this power shall be limited to:
        
        5.1     the allotment of equity securities in connection with an offer by way of a rights issue:
                
                5.1.1   to the holders of ordinary shares in proportion (as nearly as may be practicable) to their
                            respective holdings; and
                5.1.2   to holders of other equity securities as required by the rights of those securities or as the
                            Directors otherwise consider necessary,
                
                but subject to such exclusions or other arrangements as the Directors may deem necessary or
                expedient in relation to factional entitlements, record dates, legal or practical  problems
                in or under the laws of any territory or the requirements of any applicable regulatory body
                or stock exchange;
        
        5.2     the allotment (otherwise than pursuance to sub-paragraph 5.1 above) of equity securities pursuant
                to the exercise of outstanding warrants and options granted by the Company prior to the date hereof;

        5.3     the allotment (otherwise than pursuant to sub-paragraphs 5.1 to 5.2 above) of equity securities up
                to an aggregate nominal amount of £150,000 representing approximately 115 per cent. of the Company's
                current issued share capital;
        
        provided  that  the power granted by this resolution will expire on the date being  fifteen  months
        from  the date of the passing of this resolution or, if earlier, the conclusion of the next  annual
        general  meeting  of the Company to be held after the passing of this resolution  (unless  renewed,
        varied or revoked by the Company prior to or on such date), save that the Company may, before  such
        expiry,  make  offers or agreements which would or might require equity securities to  be  allotted
        after  such expiry and, the Directors may allot equity securities in pursuance of such an offer  or
        agreement notwithstanding that the authority conferred by this resolution has expired.
        
        This resolution revokes and replaces all unexercised powers previously granted to the Directors  to
        allot equity securities as if section 561(1) of the 2006 Act did not apply but without prejudice to
        any allotment of equity securities already made or agreed to be made pursuant to such authorities.


BY ORDER OF THE BOARD                                                                    Registered Office:
Matthew Hudson                                                                                 Dudley House
Company Secretary                                                                            169 Piccadilly
                                                                                                     London
                                                                                                    W1J 9EH
13 January 2011



Explanatory Notes:

Entitlement to attend and vote

1.   Pursuant  to  Regulation 41 of the Uncertificated Securities Regulations 2001, the  Company  specifies
     that only those members registered on the Company's register of members at:

     *       6 p.m. on 5th February 2010; or,
     *       if this meeting is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting,
     
     shall be entitled to attend and vote at the meeting.

Appointment of proxies

2.   If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint  a
     proxy  to  exercise all or any of your rights to attend, speak and vote at the meeting and you  should
     have  received  a  proxy  form with this notice of meeting. You can only appoint  a  proxy  using  the
     procedures set out in these notes and the notes to the proxy form.

3.   A  proxy  does  not need to be a member of the Company but must attend the meeting to  represent  you.
     Details of how to appoint the Chairman of the meeting or another person as your proxy using the  proxy
     form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the
     meeting  you  will  need  to  appoint  your own choice of proxy  (not  the  Chairman)  and  give  your
     instructions directly to them.

4.   You  may  appoint more than one proxy provided each proxy is appointed to exercise rights attached  to
     different  shares.  You may not appoint more than one proxy to exercise rights  attached  to  any  one
     share.  To appoint more than one proxy please contact the Company's registrars, SLC Registrars, Thames
     House, Portsmouth Road, Esher, Surrey KT10 9AD.


Appointment of proxy using hard copy proxy form

5.   The  notes  to  the  proxy form explain how to direct your proxy how to vote  on  each  resolution  or
     withhold their vote.  To appoint a proxy using the proxy form, the form must be:

     *       completed and signed;
     *       sent or delivered to SLC Registrars at Thames House, Portsmouth Road, Esher, Surrey KT10 9AD; and
     *       received by SLC Registrars at Thames House, Portsmouth Road, Esher, Surrey KT10 9AD no later than
             12 noon on 5th February 2011.

     In  the case of a member which is a company, the proxy form must be executed under its common seal  or
     signed on its behalf by an officer of the company or an attorney for the company.

     Any power of attorney or any other authority under which the proxy form is signed (or a duly certified
     copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

6.   In  the  case of joint holders, where more than one of the joint holders purports to appoint a  proxy,
     only the appointment submitted by the most senior holder will be accepted. Seniority is determined  by
     the  order  in  which the names of the joint holders appear in the Company's register  of  members  in
     respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

7.   To  change  your  proxy instructions simply submit a new proxy appointment using the methods  set  out
     above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation
     to  amended instructions; any amended proxy appointment received after the relevant cut-off time  will
     be disregarded.

     Where  you  have  appointed  a  proxy using the hard-copy proxy form and  would  like  to  change  the
     instructions  using  another  hard-copy  proxy form, please  contact  SLC  Registrars,  Thames  House,
     Portsmouth Road, Esher, Surrey KT10 9AD.

     If  you  submit more than one valid proxy appointment, the appointment received last before the latest
     time for the receipt of proxies will take precedence.

Termination of proxy appointments

8.   In order to revoke a proxy instruction you will need to inform the Company using the following method:

     By  sending  a signed hard copy notice clearly stating your intention to revoke your proxy appointment
     to  SLC  Registrars, Thames House, Portsmouth Road, Esher, Surrey KT10 9AD.  In the case of  a  member
     which  is  a  company, the revocation notice must be executed under its common seal or signed  on  its
     behalf by an officer of the company or an attorney for the company. Any power of attorney or any other
     authority  under  which the revocation notice is signed (or a duly certified copy  of  such  power  or
     authority) must be included with the revocation notice.

     The revocation notice must be received by SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey
     KT10 9AD no later than 12 noon on 5th February 2011.

     If  you  attempt  to  revoke  your proxy appointment but the revocation is  received  after  the  time
     specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

     Appointment of a proxy does not preclude you from attending the meeting and voting in person.  If  you
     have appointed a proxy and attend the meeting in person, your proxy appointment will automatically  be
     terminated.

Documents on display

10.  The  following documents will be available for inspection at the registered office of the  Company  on
     any  weekday (excluding public holidays) during normal office hours from the date of this Notice until
     the time of the meeting and for at least 15 minutes prior to the meeting and during the meeting:

     *       Copies of the service contracts of executive directors of the Company.
     *       Copies of the letters of appointment of the non-executive directors of the Company.

Definition of Relevant Securities

11.  Shares in the Company other than shares allotted pursuant to:

    *       an employee share scheme (as defined by section 1166 of the Companies Act 2006);
    *       a right to subscribe for shares in the Company where the grant of the right itself constituted a
            Relevant Security; or
    *       a  right to convert securities into shares in the Company where the grant of the right  itself
            constituted a Relevant Security.

Any  right  to  subscribe  for  or convert any security into shares in the Company  other  than  rights  to
subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined
by  section  1166  of the Companies Act 2006).  References to the allotment of Relevant Securities  in  the
resolution include the grant of such rights.



The Board accepts responsibility for the content of this announcement.
        



Tower Gate Capital PLC

CONTACT DETAILS:

Tower Gate Capital PLC:                          Matthew Hudson              Tel: 020 7409 0500

Fisher Corporate Plc                             Carolyn Hazard              Tel: 020 7388 7000

Contact Information

  • Tower Gate Capital Limited