Released: 06/04/2006
RNS Number:1344B
Spiritel PLC
06 April 2006
For immediate release 6 April 2006
SPIRITEL PLC
("Spiritel" or "the Company")
NOTICE OF EGM
The Directors of Spiritel plc (AIM: STP) announce that they have posted to
shareholders notice of an extraordinary general meeting of the Company to be
held on 28 April 2006 (the "EGM").
The Directors are seeking approval to increase the Company's authorised share
capital, to grant the Board power to allot new ordinary shares for cash on a
non-pre-emptive basis and to consolidate the Company's ordinary shares on the
basis of one new ordinary share for every twenty existing ordinary shares.
Background
Immediately following the completion of the acquisition of Expo Communications
Limited and a related placing of shares in July 2004 the Company had an
authorised ordinary share capital of 200 million shares of 1p each of which
132.7 million had been issued. In addition, the Company had authorised and
issued redeemable preference share capital of 4.1 million shares of £1 each.
As a result of share placements in December 2004 and April 2005 and the
conversion of £2million of Loan Notes held by funds managed by Penta Capital
Partners Limited into equity in March 2006, the Company currently has 165.4
million ordinary shares in issue, being 82.7% of the available authorised
ordinary share capital. There has been no change in the authorised or issued
preference share capital since July 2004.
Reasons for calling the EGM
The Company believes it is desirable to be in a state of preparedness to take
advantage of changes in market conditions as they arise, with the flexibility to
pursue opportunities where the issue of equity is in the Company's interest.
Accordingly, the Company is seeking to increase its authorised share capital
from £6,100,000 to £9,100,000 by the creation of 300 million new ordinary shares
of 1p each.
Section 80 of the Companies Act 1985 (the "Act") prohibits directors from
allotting any shares in the Company without prior authority from shareholders.
Section 89 of the Act gives holders of equity securities certain rights of
pre-emption on the issue for cash of new equity securities.
The Company is therefore seeking a new section 80 authority in respect of an
aggregate nominal amount of £3,345,939 to reflect the increase in the authorised
ordinary share capital and a new section 89 power in respect of the allotment of
equity securities up to an aggregate nominal value of £3 million. This authority
and the power will expire at the end of the Company's annual general meeting to
be held in 2006, unless renewed at that meeting.
The Company will also table a resolution at the EGM which will consolidate
existing issued and unissued ordinary shares of nominal value 1p each into new
ordinary shares of 20 pence nominal value. It is anticipated that this change
will contribute to the tradability of the shares and help reduce the apparently
large percentage swings in value caused by relatively small shifts in the quoted
price.
Finally, the Company will utilise the opportunity of the holding of the EGM to
seek approval for a new Enterprise Management Incentive Scheme, which will be
used to incentivise directors and staff in a tax-efficient manner, where
appropriate, during what is anticipated to be a key stage of the Company's
development.
Copies of the notice of EGM will be available for one month from the registered
office of the Company at 18 King William Street, London EC4N 7BP.
ENDS
For further information:
Spiritel plc 020 7160 0100
Alastair Mills, Chief Executive
Teather & Greenwood 020 7426 9000
Jeff Keating
Buchanan Communications 020 7466 5000
Mark Court
Mary-Jane Johnson
Notes for Editors:
About Spiritel plc
Spiritel (AIM: STP) is the holding company for a growing group of companies
whose focus is telecommunications services and products. Spiritel, through its
Spiritel Technologies division, has developed a suite of leading-edge VoIP
products, positioning the Company to benefit from the migration from traditional
telephony to VoIP services. Spiritel Technologies' route to market is via
reseller partners. Spiritel's initial trading division, Expo Communications, was
founded in 2000 and is one of Europe's leading call termination businesses
focussing on calls from fixed lines to mobiles. Expo's client base includes
Telewest, Level (3), One.Tel and Your Communications among others. Spiritel
Technologies' VoIP products are highly complementary to Expo's termination
services as most phone calls made via VoIP require termination in the same way
as calls from traditional fixed line phones.
Spiritel joined the AIM market of the London Stock Exchange in July 2004.
For further information please visit www.spiritelplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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