Untitled - David Kronemyer

THORN EMlPlc
(Regisrered in England No 229231)
To the holders ofthe 3.5 per cent. Cumulative Pre{erence
Shares, of the 7 per cent. Conve(ible Redeemable Second
Cumulative Preference Shares I992/99 and ofthe Ordinary
Shares and, for information only, the holders ofthe
Unsecured l-oan Stocks.
Registered Office:
4 Tenterden Street
london Wl A 2AY.
l8 July, 1988
Dear Shareholder.
ANNUAL GENERAL MEETING 1988 AND SEPARATE CLASS MEETINCS
The Annual General Meeting is to be held on 8 September, 1988 and the Notice of Meeting
is set out at the end of this letter rather than in the Annual Report as in past years'
A further departure {rom past practice is that the items of special business set out in
the Notice are to be considered at the Annual General Meeting and not, as in recent years, at
an Extraordinary General Meeting held either beiore or after the Annual ceneral Meeting.
The items of special business, summarised in paragraphs l-5 (inclusive) below, are
described in detail in the Appendix to this letter (set out on pages 6 to 9 inclusive)'
r. SIIARE CAPITAL
There are two resolutions which fall to be considered under this heading.
The first provides for the renewal ofthe authority of the Directors to issue further
shares in the capital of the Company, in certain circumstances, up to an amount equal to the
unissued pat of the authorised share capital (Resolution 5 on page l2).
The second relates to the renewal oI the authority of Directors to issue, within certain
prescribed limits, further shares for cash (Resolution 6 on page 12 and 13).
2. PURCIIASE OF OWN SHARES
Your Directors are of the opinion that it is in the interests of shareholders in a quoted
company for that company to have power to purchase its own shares. Accordingly, they are
recommending that this power be made available for use by the Company in buying its own
Ordinary Shares in certain circumstances and up to a maximum prescribed limit.
This power requires the approval of holders of the 3.5 per cent. Cumulative Preference
Shares of f I each (the "3. 5 per cent. Preference Shares") and of the 7 per cent. Convertible
Redeemable Second Cumulative Preference Shares lV)2199 of Sl each (the "7 per cent'
Convertible Shares") and of the Company in General Meeting. (See Notices of Class
Meetings on pages l0 and I I and Resolution 7 on page l3).
In addition, the approval of the holders of the Warrants to subscribe for Ordinary
Shares in the Company (rhe "Warrant holders"), which formed part of the issue of the
77e per cent. Bonds due 1992, is required.
Although your Directors would not wish at the present time to exercise the power to
purchase any of the Ordinary Shares' they consider that it is desirable to have the flexibility
to do so at the appropriate time.