EGM Statement
November 05 2004 - 8:30AM
UK Regulatory
For Immediate Release 5 November 2004
Internet Music and Media Plc (the "Company")
Results of Extraordinary General Meeting
At the Extraordinary General Meeting held on 3 November all resolutions
notified and announced in the Notice of Meeting were passed.
Accordingly;
1. The proposal by the directors to effect a Company Voluntary Arrangement of
the Company pursuant to the Insolvency Act 1986 was approved.
2. The restructuring of the ordinary share capital was approved.
The ordinary shares of 1p each were consolidated into 50p ordinary shares and
then subdivided into 1 ordinary share of 0.2p and 1 deferred share of 49.98p.
The rights attaching to the deferred shares render them valueless.
Accordingly for every 50 ordinary shares of 1p previously held a shareholder
now owns 1 ordinary share of 0.2p. New certificates will be posted to
shareholders shortly.
3. The remaining resolutions to increase the authorised share capital,
amend the Articles of Association and grant general authority to the
directors to allot equity securities were approved.
Issue of Securities
The following ordinary 0.2p shares have been issued and application will be
made for these shares to be admitted to trading on AIM.
i. 1586666 ordinary 0.2p shares to creditors under the terms of the CVA
ii. 1040874 ordinary 0.2p shares to Lloyd Traders Inc at par.
iii. 174059 ordinary 0.2p shares to Antony Batty in settlement of his services
as Supervisor to the CVA
For the avoidance of doubt following the issue of ordinary shares as detailed
above the Company will have in issue a total of 3479769 ordinary 0.2p shares.
In addition the following instruments have been issued:
iv. 500000 Warrants exercisable into ordinary 0.2p shares at par to Lloyd
Traders Inc
v. �50000 convertible loan convertible into 625000 ordinary 0.2p shares at 8p
each to General Commerce Trust
Directorate Change
Following the Extraordinary General Meeting Mr Cordell has resigned from the
Board and Mr Knifton, Mr Oakes and Mr Weller were appointed Directors.
Further Disclosure re Appointment of Directors
The Company wishes to advise the following additional disclosure required by
schedule 2 paragraph (f) of the AIM Rules regarding the appointment of Leo
Knifton, Nigel Weller and Stephen Oakes as Directors.
In addition to his directorship of the Company, Leo Knifton, Stephen Oakes and
Nigel Weller are
or have been directors or partners of the following companies and partnerships.
Leo Ernest Vaughan Knifton (50)
Current directorships: Previous directorships:
Pountney Plc Acclaimed Management Limited
Alltrue investment s Plc Netwindfall Insurance Services Limited
SBS Group Plc Netwindfall Mortgage Brokers Limited
Starguild Limited Century 21 Financial Services Limited
Laurence Plc Fort Knox Property Services Limited
L P Hill Investments Plc Fort Knox Property Services NL Limited
SBS Nominees Limited Netwindfall Affinity Services Limited
Great Monument Capital Limited Netwindfall Finance Services Limited
BTG Europe Limited Netwindfall Property Services Limited
PrimeEnt Limited NWD Group PLC
Voss Net Plc Proshore Financial Services Limited
Oakgate Plc Windfall Mortgage Services Limited
Voss Net Nominees Limited Windfall Nominees Limited
Futuragene Plc Windfall Packaging Limited
Overnet Data (UK) Limited Windfall Shares Limited
PNC Telecom PLC
Internet Music & Media Nominees Limited
Additionally, Leo Knifton was a director of LEV Investment and Management
Limited which went into creditors voluntary liquidation in 1988 with a deficit.
William Nigel Valentine Weller (55)
Current directorships: Previous directorships:
Pountney Plc Manifest Institutional Holdings Limited
Alltrue Investments Plc The Manifest Voting Agency Limited
SBS Group Plc Manifest Information Services Limited
Starguild Limited Netwindfall Affinity Services Limited
Laurence Plc Netwindfall Finance Services Limited
LP Hill Investments Plc NWD Group PLC
SBS Nominees Limited Windfall Packaging Limited
Great Monument Capital Limited Netwindfall Insurance Services Limited
BTG Europe Limited Netwindfall Mortgage Brokers Limited
PrimeEnt Limited Netwindfall Property Services Limited
Voss Net Plc Windfall Share Limited
Oakgate Plc Windfall Mortgage Services Limited
Voss Net Nominees Limited Windfall Nominees Limited
Internet Music & Media Nominees Limited
Stephen Vaughan Oakes (48)
Current directorships: Previous directorships:
Pountney Plc HSBC Investment Management International Ltd
Alltrue Investments Plc HSBC Asset Management (Americas) Inc
SBS Group Plc HSBC Asset Management (Canada) Inc
Starguild Limited HSBC Republic Bank (UK) Limited
L P Hill Investments Plc
Laurence Plc
SBS Nominees Limited
Internet Music & Media Nominees Limited
There are no further details requiring disclosure pursuant to schedule 2 (f) of
the AIM Rules.
Change of Registered Office
The Company has changed its registered office to Finsgate, 5-7 Cranwood Street,
London EC1V 9EE.
Accounts
The Company has today published its interim accounts for the period to 30 June
2004 and intends to request that the suspension of trading in its ordinary
shares be restored.
Contact : Leo Knifton, Internet Music and Media PLC 020 7251 3762
Roland Cornish, Beaumont Cornish Limited 020 7628 3396
END
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