Milamber Ventures Plc

August 03, 2015 04:00 ET

Notice of General Meeting

                                           Milamber Ventures plc
                                      ("Milamber " or the "Company")
                                         Notice of General Meeting

Milamber announces that notice has been sent to Shareholders convening a General Meeting of the Company  to
be held at the Company's registered office, 30 Percy Street, London, W1T 2DB on 25 August 2015 at 2.00pm.

The Directors of the Issuer accept responsibility for the contents of this announcement.



Milamber Ventures plc
Andy Hasoon
T: 07768 875 681

Peterhouse Corporate Finance Limited
Mark Anwyl and Fungai Ndoro
T: 020 7469 0930

The  text  below  has  been extracted without material adjustment from a letter from the  Chairman  of  the
Company,  attached  to  the  Notice  of  the General Meeting posted  toShareholders  of  the  Company  (the
"Circular"). Capitalised terms used but not otherwise defined in this announcement shall have the  meanings
ascribed to them in the Circular. The Circular will be made available on the Company's website.

The  Company  is  proposing to buy back and cancel certain ordinary shares of 1 pence each in  the  Company
("Ordinary Shares").

The  purpose  of  this  Document is to explain the reasons for the buy-back  and  cancellation  of  certain
Ordinary  Shares  in  the Company (the "Buy-Back") and to seek shareholders' approval for  the  resolutions
necessary  to implement the Buy-Back, which will be proposed at a general meeting of the Company  which  is
being convened for 2.00 p.m on 25 August 2015 (the "General Meeting").

Proposed Buy-Back
The  Company  has agreed to acquire 205,556 Ordinary Shares held by Steve Blyth for a nominal consideration
of  £1. Steve Blyth is a director of Engage Works Limited ("Engage"), a company in which Milamber has a  10
per cent. interest. Although your Directors are confident that the interest in Engage will deliver value to
Milamber in due course, the Company is no longer actively pursuing business opportunities with Steve  Blyth
or Engage and the Directors and Steve Blyth have agreed that the Buy-Back represents an opportunity to draw
a  line under their previous business co-operation. As part of the agreement with Steve Blyth, Milamber has
agreed  to  waive the Company's option to acquire shares representing 2 per cent. of Engage's issued  share

Because  the  Company  does  not  have distributable reserves available  to  implement  the  Buy-Back,  the
consideration due to Steve Blyth will be satisfied from the proceeds of the issue of 5 new Ordinary  Shares
at a price of 20p per share.

Notice of General Meeting
Notice  of  a  General Meeting of Milamber to be held at the Company's registered office, 30 Percy  Street,
London, W1T 2DB on 25 August 2015 at 2.00 p.m is set out at the end of this Document.

Under  the Companies Act 2006 (the "Act"), the Company is required to obtain shareholders' approval  before
acquiring  any  Ordinary  Shares.  Accordingly, Resolution 1 is being proposed at the  General  Meeting  to
specifically authorise the acquisition of Ordinary Shares from Steve Blyth. The Company is also required to
amend  its  Articles  of Association to allow for the Buy-Back and Resolution 2 is being  proposed  at  the
General Meeting for this purpose.

Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not  you  intend
to  be  present  at  the General Meeting, you are requested to complete and return the  Form  of  Proxy  in
accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy
must  be received by the Company's Registrars, Share Registrars Ltd, Suite E, First Floor, 9 Lion and  Lamb
Yard,  Farnham, Surrey, GU9 7LL, not later than 2.00 p.m on 21 August 2015. Completion of the Form of Proxy
will not preclude you from attending and voting at the General Meeting in person if you so wish.

The  Ordinary Shares held by Steve Blyth represent 8.1 per cent. of the Company's issued share capital  and
the  Directors  believe  that acquiring these shares via the Buy-Back will prevent a  potentially  damaging
overhang of shares in the market.

The  Directors therefore consider the Buy-Back to be in the best interests of the Company and  shareholders
as  a  whole  and  unanimously recommend that you vote in favour of the Resolutions to be proposed  at  the
General  Meeting, as they intend to do in respect of their own beneficial holdings, amounting in  aggregate
to  531,579  Ordinary Shares representing approximately 20.9 per cent. of the issued share capital  of  the

Contact Information

  • Milamber Ventures Plc