RNS Number : 5442G
PLUS Markets Group PLC
29 June 2012
For immediate release 29 June 2012
PLUS Markets Group plc
(the "Group", "PLUS" or the "Company")
Result of Annual General Meeting
The Company announces that at the Annual General Meeting held earlier today, the Resolutions as set out in the notice of meeting dated 5 June 2012 were put to shareholders on a poll votes. The votes cast in respect of the resolutions are set out below:
Member Proposed Resolutions
Resolution 1 - That Malcolm Basing be and is hereby removed from office as a non-executive director and interim chairman of the Company
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 172,538,233 68.55% 79,174,596 31.45% 132,362
Resolution 2 - That Cyril Theret be and is hereby removed from office as a director of the Company
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 172,645,233 68.59% 79,067,596 31.41% 132,362
Resolution 3 - To receive and adopt the financial statements for the year to 31 December 2011 and the Directors' and Auditor's Reports thereon
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 227,465,938 91.04% 22,384,691 8.96% 1,994,562
Resolution 4 - To approve the Directors' Remuneration Report
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 78,359,763 31.13% 173,354,828 68.87% 130,600
Resolution 5 - To re-elect Nemone Wynn-Evans as a Director
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 82,360,255 32.78% 168,893,061 67.22% 591,875
Resolution 6 - To re-elect Cyril Theret as a Director
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 78,257,281 31.10% 173,355,548 68.90% 232,362
Resolution 7 - To re-appoint Deloitte LLP as auditor of the Company and to authorise the Directors to determine their remuneration
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 88,186,092 35.23% 162,139,953 64.77% 1,519,146
Resolution 8 - Cancellation of the Company's admission to AIM
Votes Cast in Favour Votes Cast Against Abstentions Number % Number % Number 78,321,521 31.11% 173,413,670 68.89% 110,000
At the AGM, the board gave an update as to the financial resources available to the Company and the approximate breakdown of this is set out in the table below.
GBP('000), approximate amounts Cash in bank as at 28 June 2012 800 VAT recoverable in the coming quarter 270 Deferred consideration from the disposal of PLUS Trading Solutions Limited as set out in the Company's announcement dated 15 June 2012 281 Estimated pro forma net financial resources 1,351
The net financial resources expected to be available to the Group based on the above are consistent with those previously announced on 15 June 2012, being approximately GBP1.475m, after the deduction of contractual payments in relation to notice periods and anticipated expenses in connection with assigning the lease on the Company's premises.
The VAT recoverable is expected to be received during the quarter ending 30 September 2012. The deferred consideration from PLUS Trading Solutions Limited is payable as per the terms set out in the Company's announcement of 15 June 2012, i.e. over a period of up to 9 months.
Shareholders should note that the actual level of net financial resources available to the Group will be subject to ongoing reduction by expenses relating to maintaining the Company's quoted status on AIM, including Board costs, and other amounts relating to existing operations. The above amounts are forward looking estimates and are therefore subject to revision, including without limitation by the occurrence of unforeseen events.
Appointment of Director
PLUS Markets Group plc announces that it in accordance with Amara Dhari Investments Limited's ("ADIL") shareholders agreement with the Company, dated 4 September 2009 (the "Shareholder Agreement"), Mr. Donald Strang has been appointed as a non-executive director to the board of the Company with immediate effect.
Mr. Strang (aged 44) is a qualified chartered accountant with over 20 years' experience in financial management, predominantly within the natural resources sector. He was previously the finance director for Brinkley Mining plc and Leni Gas and Oil plc and has held positions with Ernst & Young and Deutsche Bank AG.
To enable the board of PLUS and its wholly owned regulated subsidiary PLUS Derivatives Exchange Limited ("PLUS-DX") to be satisfied that the FSA approval requirements are met, Mr. Strang has executed a deed of undertaking in favour of PLUS and PLUS-DX providing that he will not (as a director of PLUS) exert any influence over the business and affairs of PLUS-DX. Specifically he will not either directly or indirectly:
i. influence the operations of PLUS-DX,
ii. take an active role in the running of PLUS-DX,
iii. have a significant influence in setting and monitoring PLUS-DX's business strategy; or
iv. have responsibilities such as scrutinising the approach of the management, performance or standards of PLUS-DX.
Mr. Strang has been appointed under the Shareholder Agreement and is a nominee of ADIL.
The following information is required to be disclosed in accordance with schedule 2(g) of the AIM Rules for Companies.
Mr. Donald Ian George Layman Strang
Current directorships Past directorships held in the past 5 years None Brinkley Africa Ltd Brinkley Mining Plc Brinkley Mining Project 1 Ltd Brinkley Mining South Africa Pty Ltd Compania de Sedano Ltd Green Park Finance Plc (Dissolved) Leni Gas and Oil Plc Leni Trinidad Ltd Lonhro Plc Stellar Resources Plc Vatukoula Australia Pty Ltd Vatukoula Finance Pty Ltd Vatukoula Gold Pty Ltd Vatukoula Gold Mines Plc Western Uranium Pty Ltd
There is no further information in respect to Mr. Strang that is required to be disclosed in accordance with schedule 2(g) of the AIM Rules for Companies.
Following the results of resolutions 1, 2 and 5 and the appointment of Mr. Strang above, the Company now has two directors, Nicholas Smith and Donald Strang.
At the general meeting held on 18 June 2012, the shareholders considered and approved an investing policy for the Company to wind up the Company and distribute any residual cash to Shareholders.
Following the result of Resolution 8, the agreed investing policy is now no longer valid and the Board of the Company will call a general meeting to propose a new investing policy to shareholders under AIM Rule 15 in due course.
The Company will make further announcements as appropriate.
For further information, please contact:
PLUS Markets Group plc +44 20 7429 Nicholas Smith 7800 N+1 Brewin (Nominated Adviser and Broker) Robert Beenstock / Aubrey Powell +44 20 3201 / Alex Wright 3710 Merlin Paul Downes / Toby Bates / Del +44 20 7726 Jones 8400
This information is provided by RNS
The company news service from the London Stock Exchange
(END) Dow Jones Newswires
June 29, 2012 10:29 ET (14:29 GMT)