Hartfield Securities Plc
LSE : HASP

April 15, 2011 04:17 ET

Notice of General Meeting

                           HARTFIELD SECURITIES PLC ("HARTFIELD" OR THE "COMPANY")

                                         NOTICE OF GENERAL MEETING
                                                     
            (incorporated and registered in England and Wales with registration number 5880755)
                                                     
Notice  is hereby given that a general meeting (the "Meeting") of the Company will be held at Davies Arnold
Cooper LLP, 6-8 Bouverie Street, London EC4Y 8DD on 9 May 2011 at 11 a.m. to for the purpose of considering
and, if thought fit, passing of the following resolutions, of which resolutions 1 to 5 (inclusive) will  be
proposed as ordinary resolutions and resolutions 6 to 9 (inclusive) as special resolutions:

                                           ORDINARY RESOLUTIONS
                                                     
    1.  THAT, subject to and conditional upon the passing of resolutions 2, 5, and 8 set out in this
        notice  the acquisition by the Company of the entire issued share capital of Ceres Media  plc  (the
        "Acquisition") on the terms of an offer (the "Offer") set out in the offer document (the "Offer Document")
        issued by the Company on 14 April 2011 be and is hereby approved for all purposes and the current Directors
        of the Company or a duly constituted committee thereof be and are/is hereby authorised to implement the
        terms of the Acquisition and to waive, amend, vary or extend any of the terms of the Offer or the Offer
        Document and to do all such things as they/it may consider necessary or desirable to effect the completion
        of the Acquisition;
        
    2.  THAT, subject to and conditional upon the passing of resolutions 1, 5 and 8 set out in this
        notice, the grant of the waiver by the UK Panel on Takeovers and Mergers described in the Offer Document of
        any obligation which would otherwise arise under Rule 9 of the City Code on Takeovers and Mergers for the
        Vendor Concert Party (as defined in the Offer Document) or any member(s) of the Vendor Concert Party to
        make a general offer to the shareholders of the Company as a result of the allotment and issue of the Offer
        Shares (as defined in the Offer Document) giving the Vendor Concert Party a maximum interest in the Company
        of 12,406,394 shares, being approximately 47.71 per cent. of the Company's issued share capital following
        completion of the Transaction and Placing (as each is defined in the Offer Document), be and is hereby
        approved;
        
    3. THAT the consolidation of the 89,833,333 ordinary shares of 1p each in the capital of the
       Company into 4,491,667 ordinary shares of 20p each in the capital of the Company, such shares having the
       rights and being subject to the obligations set out in the articles of association of the Company to be
       adopted pursuant to resolution 9 below, be and is hereby authorised;

    4.  THAT the extension by twenty-four months of the Final Exercise Date, as this term is defined in
        a warrant instrument of the Company dated 11 June 2007, be and is hereby approved and the Directors of the
        Company be and are hereby authorised to do all such things as they may consider necessary or desirable to
        effect such extension;
        
    5.  THAT, subject to and conditional upon the passing of resolutions 1, 2 and 8 set out in this
        notice, the Directors be and are hereby, for the purpose of section 551 of the Companies Act 2006 (the
        "Act"), generally and unconditionally authorised to allot:
        
            a.   Relevant Securities (meaning (a) shares in the capital of the Company other than shares
                 allotted pursuant to (i) an employee share scheme (as defined by section 1166 of the Act), (ii) a
                 right to subscribe for shares in the capital of the Company where the grant itself constituted a 
                 Relevant Security or (iii) a right to convert securities into shares in the capital of the Company 
                 where the grant itself constituted a Relevant Security or (b) any right to subscribe for or to convert
                 any security into shares in the capital of the Company other than rights to subscribe for or convert 
                 any security into shares allotted pursuant to an employee share scheme (as defined above) and 
                 references to the allotment of Relevant Securities in this resolution include the grant of such 
                 rights) up to an aggregate nominal amount of £101,666; and
                 
            b.   the New Ordinary Shares (as defined in the Offer Document),
                 
        provided  that  this authority shall, unless renewed, varied or revoked by the Company,  expire  on
        the  conclusion  of  the  next annual general meeting of the Company, save that  the  Company  may,
        before  such expiry, make offers or agreements which would or might require Relevant Securities  to
        be  allotted  and  the  Directors  may allot Relevant Securities in  pursuance  of  such  offer  or
        agreement notwithstanding that the authority conferred by this resolution has expired.
        
        This  resolution  revokes  and  replaces  all unexercised authorities  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.
        
                                            SPECIAL RESOLUTIONS
                                                     
    6.  THAT, subject to and conditional upon the passing of resolutions 1, 2, 5 and 8 set out in this
        notice, the Company's existing ordinary shares be and are hereby withdrawn from trading on the PLUS-quoted
        segment of the market operated by PLUS Markets plc;
        
    7.  THAT, subject to and conditional upon the passing of resolutions 1, 2, 5 and 8 set out in this
        notice and the Offer being declared unconditional in all respects, the name of the Company be and is hereby
        changed to 'Ceres plc'.
        
    8.  THAT, subject to and conditional upon the passing of resolutions 1, 2 and 5 set out in this notice, the 
        Directors be and are hereby given the general power to allot equity securities (as defined by section 560 of 
        the Act) for cash, either pursuant to the authority conferred by resolution 5 set out in this notice or by way
        of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided 
        that this power shall be limited to:

            a.   the allotment of equity securities in connection with an offer of equity securities:
                 
                       i. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their
                         respective holdings; and
                         
                       ii. 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 Board may deem necessary  or
                 expedient in relation to treasury shares, fractional entitlements, record dates, legal  or
                 practical  problems  in  or under the laws of any territory or  the  requirements  of  any
                 regulatory body or stock exchange;
                 
            b.   the allotment (otherwise than pursuant to paragraph 7a. above) of equity securities up to an
                 aggregate nominal amount of £44,916; and
                 
            c.   the allotment of the New Ordinary Shares (as defined in the Offer Document).

        The  power  granted  by this resolution will expire on the conclusion of the  next  annual  general
        meeting  of  the  Company (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 any such offer or agreement notwithstanding  that  the  power
        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 either section 89(1) of the Companies Act 1985 or section 561(1)  of
        the  Act did not apply but without prejudice to any allotment of equity securities already made  or
        agreed to be made pursuant to such authorities.
        
    9.  THAT:
        
            a.   the articles of association of the Company be and are hereby amended by deleting all 
                 the provisions of the Company's memorandum of association which, by virtue of section 28 of the Act, 
                 are to be treated as provisions of the articles of association of the Company; and
                 
            b.   the articles of association of the Company produced to this Meeting, and initialled by the
                 chairman of this Meeting for the purposes of identification, be and are hereby adopted as the articles 
                 of association of the Company in substitution for, and to the exclusion of, the existing articles of
                 association of the Company.
                 
The Directors of Hartfield Securities Plc accept responsibility for this announcement.


                                                ---ENDS---

Enquiries:

Hatfield Securities Plc                         020 7251 3762

N Fetterman

Fisher Corporate Plc                            020 7388 7000

Gary Miller

Contact Information

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