Views
2 years ago

micro focus international plc notice of general ... - Investor Relations

micro focus international plc notice of general ... - Investor Relations

micro focus international plc notice of general ... - Investor

c107129pu030 Proof 4: 3.9.12_18:18 B/L Revision:MICRO FOCUS INTERNATIONAL PLC(Registered in England and Wales under No. 5134647)NOTICE OF GENERAL MEETINGNOTICE IS HEREBY GIVEN that a General Meeting of Micro Focus International plc (the‘‘Company’’) will be held at Micro Focus House, 2 East Bridge Street, Belfast, BT1 3NQ, NorthernIreland at 1.30 p.m. (or as soon thereafter as the Annual General Meeting has been concluded oradjourned) on 26 September 2012 for the purposes of considering and, if thought fit, passing thefollowing resolutions.SPECIAL RESOLUTION1. THAT, conditional upon the New Ordinary Shares (as defined below) being admitted to theOfficial List of the UK Listing Authority and to trading on the London Stock Exchange plc’smain market for listed securities by 8.00 a.m. on 26 October 2012 (or such later time and/ordate as the Directors may in their absolute discretion determine) (‘‘Admission’’):(A) the draft articles of association produced to the meeting, marked ‘‘A’’ and signed by theChairman of the meeting for identification purposes, (the ‘‘New Articles of Association’’) beand are hereby approved and adopted as the articles of association of the Company witheffect from Admission in substitution for, and to the exclusion of, all existing articles ofassociation of the Company;(B) the Directors of the Company be and are hereby generally and unconditionally authorised:(i) to capitalise a sum not exceeding $58,750,999, standing to the credit of theCompany’s share premium account, and to apply such sum in paying up in full up tothe maximum number of redeemable shares of 50 pence each in the capital of theCompany carrying the rights and restrictions set out in article 139 of the NewArticles of Association (the ‘‘B Shares’’) that may be allotted pursuant to theauthority given by sub-paragraph (B)(iii)(a) below;(ii) to capitalise a sum not exceeding $1, standing to the credit of the Company’s sharepremium account, and to apply such sum in paying up in full up to the maximumnumber of non-cumulative irredeemable shares of 0.0000001 pence each in the capitalof the Company carrying the rights and restrictions set out in article 140 of the NewArticles of Association (the ‘‘C Shares’’) that may be allotted pursuant to theauthority given by sub-paragraph (B)(iii)(b) below; and(iii) pursuant to section 551 of the Companies Act 2006 (the ‘‘Act’’) to exercise all powersof the Company to allot and issue credited as fully paid up (provided that theauthority hereby confirmed shall expire at the conclusion of the next annual generalmeeting of the Company or the close of business on 1 November 2013, whichever isearlier):(a) B Shares up to an aggregate nominal amount of £32,182,730; and(b) C Shares up to an aggregate nominal amount of £0.18,to the holders of the ordinary shares of 11 4 / 11 pence in the capital of the Company(the ‘‘Existing Ordinary Shares’’) on the basis of one B Share or one C Share foreach Existing Ordinary Share held and recorded on the register of members of theCompany at 6.00 p.m. on 25 October 2012 (or such other time and/or date as theDirectors may determine), in accordance with (I) the terms of the circular sent by theCompany to its shareholders on 4 September 2012 (the ‘‘Circular’’), (II) the Directors’determination (as described in the Circular) as to the number of B Shares and CShares to be allotted and issued, and (III) subject to the terms set out in the Circularand the aforementioned Directors’ determination, valid elections made (or deemed tobe made) by the holders of the Existing Ordinary Shares pursuant to the terms of theCircular as to whether to receive B Shares and/or C Shares;(C) each Existing Ordinary Share, as shown in the register of members of the Company at6.00 p.m. on 25 October 2012 (or such other time and/or date as the Directors may intheir absolute discretion determine), be and is hereby sub-divided into 10 undesignatedshares of 1 3 / 22 pence each in the capital of the Company (each an ‘‘undesignated share’’)and forthwith upon such sub-division every 11 undesignated shares of 1 3 / 22 pence each be57

Micro Focus Annual Report and Accounts 2009 - Investor Relations
Tullow Oil plc - Notice of General Meeting
NoTiCe of ANNuAL GeNerAL MeeTiNG 2013 - The Weir Group
Savills plc Half Year Report 2010 - Investor relations
Savills Annual Report and Accounts - Investor relations
Download - Axiata Group Berhad - Investor Relations
Annual Report 2008 - Gamuda Berhad - Investor Relations
2007. Annual report - Investor Relations - Micro Focus
2011 Review of the Year and Notice of Annual General ... - Vodafone
Savills plc Annual Report and Accounts 2009 - Investor relations
Notice of AGM – 2012 - Premier Asset Management
Whitbread PLC Notice of Annual General Meeting 2007 - Hemscott IR
Savills plc 2012 Annual Report - (PDF) - Investor relations
Notice of Annual General Meeting 2013 - Dialight
c35440-Rotary AR cov#D8E76.indd - Investor Relations
1086 AnnRep-Investment S04-3 - Pumpkin Patch investor relations
Q2 & H1 2013 - Investor Relations - d'Amico International Shipping
Download the Notice of Annual General Meeting ... - Tullow Oil plc
d'Amico International Shipping S.A. - Investor Relations
2012 Interim Report - Investor Relations - Regal Hotels International
2012 Annual Report - Investor Relations - Regal Hotels International
Annual Report 2009 - Investor Relations - Regal Hotels International