Zeta Compliance Technologies

September 10, 2009 03:30 ET

Notice of General Meeting

                                                                                          10 September 2009
                                         ZETA COMPLIANCE GROUP PLC
                                         ("Zeta" or the "Company")
                                         Notice of General Meeting
Due  to an administrative oversight, certain resolutions which should have been put to the Company's Annual
General Meeting were not so put. The Company is therefore convening a general meeting of the Company to put
those resolutions to shareholders.

The  articles  of association of the Company allow a general meeting to be held at shorter notice  than  is
otherwise  required where holders of shares representing 95% of the voting rights in the Company so  agree.
In  order  to provide some time for shareholders to consider the resolutions, the Directors of the  Company
are  proposing that the meeting be held on 18 September 2009.  This provides for not less than seven  days'
clear  notice  rather than the 21 days which would normally be required.  The Directors and  certain  other
shareholders holding, in aggregate, more than the requisite 95% of votes capable of being cast at a general
meeting  of  the  Company have already committed to supporting the consent to hold the General  Meeting  at
short notice.

The resolutions are the normal resolutions relating to the Directors' authority to allot shares.

The first resolution, to be proposed as an ordinary resolution, is the authority pursuant to section 80  of
the  Companies Act 1985 ("the Act") which provides the Directors with authority to allot shares  for  cash.
The extent of this authority is, subject to the resolution being passed, the entire authorised but unissued
share capital of the Company.

The  second resolution, to be proposed as a special resolution, is an authority to disapply the pre-emption
rights  set out in section 89 of the Act.  Without this authority the Directors would be required to  offer
any  new shares to existing shareholders pro rata to their existing holdings.  It is the view of your Board
that  to  require this of the Company is not flexible, and in the event that the number of shareholders  of
the  Company  exceeds  100  then  it could be the case that the Company would  be  required  to  produce  a
prospectus  in accordance with the Financial Services and Markets Act 2000 and the Prospectus  Rules  2005.
This would be extremely expensive for the Company to do, in the absence of any other available exemptions.
The  Directors are therefore seeking the authority to disapply pre-emption rights to enable the Company  to
undertake issues of shares as and when deemed appropriate by the Directors to meet the funding requirements
of the Company.

A circular containing the notice of General Meeting is being posted to shareholders in the Company today.

The Directors of Zeta Compliance Group are responsible for the content of this announcement.

Contact Details:

Zeta Compliance Group Plc
Rob Nicoll - Chief Executive Officer                                     01869 238056

St Helen's Capital Plc
Mark Anwyl /Duncan Vasey                                                 020 7628 5582

Contact Information

  • Zeta Compliance Technologies