RNS Number : 5318B
  Libertas Capital Group PLC
  18 August 2008
   


    LIBERTAS CAPITAL GROUP PLC 

    Proposed Subscription for up to 21,560,000 ordinary shares of �0.01 each at an issue price of �0.10 each with Warrants attached and
Notice of General Meeting

    Libertas Capital Group plc ("Libertas Capital or the Group"), (AIM: LBR), the international financial services firm, has posted a
circular to its shareholders detailing a Proposed Subscription for up to 21,560,000 ordinary shares of �0.01 each at an issue price of �0.10
each with Warrants attached as well as giving notice of a General Meeting.

    The details contained in the circular are in the following announcement. 

    For further information please contact:
    Libertas Capital Group plc                                              +44(0)20 7569 9650
    Jakob Kinde, Executive Chairman
    Henry Okereke, Chief Executive

    Grant Thornton                                                            +44 (0)20 7383 5100
    Fiona Owen

    DEFINITIONS
    
 
 *Acts* or *Companies Acts*                                         the CA 1985 and CA 2006;
 *Admission*                            the admission of the Second Shares to trading on AIM
                                        becoming effective in accordance with the AIM Rules;
 *AIM*                                  AIM, a market operated by the London Stock Exchange;
 *AIM Rules*                         the rules of AIM as set out in the publication entitled
                                     *AIM Rules for Companies* published by the London Stock
                                                                 Exchange from time to time;
 *Business Days*                          means a day (other than a Saturday or Sunday) when
                                  commercial banks are open for ordinary banking business in
                                                                     London, United Kingdom;
 *CA 1985*                       means the Companies Act 1985, as amended, and to the extent
                                                                       it is still in force;
 *CA 2006*                       means the Companies Act 2006 to the extent it has come into
                                                                                      force;
 *Company* or *Libertas*                                         Libertas Capital Group plc;
 *CREST*                               the computerised settlement system (as defined in the
                                    Regulations) operated by Euroclear which facilitates the
                                         transfer of title to shares in uncertificated form;
 *CREST member*                             a person who has been admitted by Euroclear as a
                                              system-member (as defined in the Regulations);
 *CREST sponsored member*            a CREST member admitted to CREST as a sponsored member;
 *Directors* or *Board*                the directors of the Company, whose names are set out
                                    below, where the context so requires, their families and
                                  persons connected with them (within the meaning of section
                                                                        252 of the CA 2006);
 *Director Investors*                                 Mr Kinde, Mr Okereke and Mr Dullaghan;
 *Empire*                                 Empire Energy Corporation International, a company
                                  incorporated in the state of Utah, having its headquarters
                                   at 4500 College Boulevard, Suite 240, Leawood, KS662211 *
                                                                         1870, United States
 *Empire Shares*                       class A common sharesof $0.001 each in the capital of
                                                                                     Empire;
 *Euroclear*                          Euroclear UK & Ireland Limited, the operator of CREST;
 *Existing Ordinary Shares*      the 57,013,056 Ordinary Shares in issue at the date of this
                                       document (excluding 383,949 shares held in Treasury);
 *First Completion*                                    completion of the First Subscription;
 *First Shares*                                                   2,450,000 Ordinary Shares;
 *First Subscription*               the subscription for the First Shares and the Loan Notes
                                   with First Warrants attached pursuant to the terms of the
                                                                       Investment Agreement;
 *First Warrants*                 the ordinary share purchase warrants attaching to the Loan
                                        Notes and the First Shares and governed by the First
                                                                         Warrant Instrument;
 *First Warrant Instrument*         the warrant instrument dated 12thAugust 2008 relating to
                                       the issue of up to 12,500,000 ordinary share purchase
                                                                                   warrants;
 *Forest*                           Forest Nominees Limited a company registered in Guernsey
                                     with number 21003 and having its registered office atPO
                                                    Box328,St Peter Port, Guernsey, GY1 3TY;
 *Form of Proxy*                     the form of proxy accompanying this document for use by
                                  Shareholders in connection with the GM (or any adjournment
                                                                                   thereof);
 *FSMA*                            the Financial Services and Markets Act 2000 (as amended);
 *General Meeting* or *GM*        the general meeting of the Company to be held at Lansdowne
                                   Club at 9, Fitzmaurice Place, London W1J 5JD at 9 a.m. on
                                  4thSeptember, 2008 (or any adjournment thereof), notice of
                                        which is set out at the end of this document, or any
                                                                        adjournment thereof;
 *Group*                                     the Company and its subsidiaries and associated
                                                                               undertakings;
 *Independent Directors*                                            Mr Barlow and Mr Naylor;
 *Investment*                       the investment of �3,316,000 by the Investors as per the
                                                                       Investment Agreement.
 *Investment Agreement*          the agreement dated 12thAugust 2008 between the Company and
                                 the Investors relating to the subscription by the Investors
                                 of the Loan Notes and the Subscription Shares with Warrants
                                        attached to both the Loan Notes and the Subscription
                                                                                     Shares;
 *Investors*                       Mr Richards, Forest, Mr Kinde; Mr Okereke, Mr Hill and Mr
                                                       Dullaghan Mr Murray, Empire and Tema;
 *Issue Price*                                                 �0.10 per Subscription Share;
 *Issued Share Capital*                      all Ordinary Shares in issue from time to time;
 *Loan Notes*                       up to �2,000,000 8/12 per cent unsecured loan notes 2008
                                    constituted by the Loan Note Instrument dated 12thAugust
                                                                                        2008
 *London Stock Exchange*                                          London Stock Exchange plc;
 *Mr Barlow*                      Roger Barlow of 35 Bower Road, Hale, Altrincham, Cheshire,
                                                                                   WA15 9DU;
 *Mr Dullaghan*                   Frank Dullaghan of Villa 14, Cluster 34, Jumeirah Islands,
                                                                    Dubai c/o PO Box 506621;
 *Mr Hill*                                  Jonathan Hill of 2 Relton Mews, London, SW7 1ET;
 *Mr Kinde*                      Jakob Kinde of Noble Tree End, Philpots Lane, Hildenbrough,
                                                                              Kent TN11 8PA;
 *Mr Nayor*                              Michael Nayor of 2 Hazells Lane, Filkins, Lechlade,
                                                                   Gloucestershire, GL7 3HX;
 *Mr Okereke*                             Henry Okereke of Villa p48b, Emirates Hill, Dubai;
 *Mr Richards*                    Philip Richards of Fairseat House, Fairset, Kent TN15 7LU;
 *Non-Employee Investors*                     Mr Richards, Forest, Mr Hill, Empire and Tema;
 *Ordinary Shares*                       ordinary shares of �0.01 each in the capital of the
                                                                                    Company;
 *Registrar*                        Share Registrars Limited, Suite E, First Floor, 9 Lion &
                                           Lamb Yard, West Street, Farnham, Surrey, GU9 7LL;
 *Regulations*                   the Uncertificated Securities Regulations 2001 (SI 2001 No.
                                                                                 2001/3755);
 *Resolutions*                   the resolutions to be proposed at the GM and set out in the
                                               notice of the GM at the end of this document;
 *Second Completion*                                  completion of the Second Subscription;
 *Second Shares*                                                 21,560,000 Ordinary Shares;
 *Second Subscription*           the subscription for the Second Shares with Second Warrants
                                 attached pursuant to the terms of the Investment Agreement;
 *Second Subscription Price*       the amount paid by the Investors in respect of the Second
                                                                               Subscription;
 *Second Warrants*                     the ordinary share purchase warrants attaching to the
                                    Second Shares issued by the Company to the Investors and
                                                  governed by the Second Warrant Instrument;
 *Second Warrant Instrument*             the warrant instrument to be granted by the Company
                                    following the passing of the Resolutions relating to the
                                 issue of up to 17,500,000 ordinary share purchase warrants;
 *Shareholder*                                                  a holder of Ordinary Shares;
 *Subscription Shares*                               the First Shares and the Second Shares;
 *Tema*                           Tema Trading Pty Limitedhaving its headquarters at 2 Mitti
                                                        Street, Noosa Heads, 4567, Australia
 *UK* or *United Kingdom*          the United Kingdom of Great Britain and Northern Ireland;
 *UKLA* or *UK Listing            the Financial Services Authority acting in its capacity as
 Authority*                                competent authority for the purposes of the FSMA;
 *uncertificated* or *in            recorded on the relevant register or other record of the
 uncertificated form*                     share or other security concerned as being held in
                                 uncertificated form in CREST, and title to which, by virtue
                                   of the Regulations, may be transferred by means of CREST;
 *Warrants*                       the ordinary share purchase warrants issued by the Company
                                       to Investors and governed by the Warrant Instruments;
 *Warrant Instruments*                   the First Warrant Instrument and the Second Warrant
                                                                             Instrument; and
 *�*                              pounds sterling, the lawful currency for the time being of
                                                                         the United Kingdom.
 
 
    
 Directors:        Registered Office
                                    
 Jakob Kinde      16 Berkeley Street
 Henry Okereke                London
 Frank Dullaghan             W1J 8DZ
 Roger Barlow                       
 Michael Naylor                     





    1.    Introduction
    As per the Company's announcement issued on 31st July 2008 as with many businesses in the financial services sector, the Company has
experienced difficult trading conditions in the first half of the year to 30th June 2008, especially towards the latter part of this period.
 

    The Board has carried out a rationalisation review and is now implementing a rationalisation programme across the Group, the aim of
which will result in an approximate 20% head count reduction. Further details of this will be set out in the interim results announcement on
30th September 2008. The pipeline of mandated transactions remains strong. Hence the Board anticipates improved performance in the second
half of 2008, depending on market conditions.

    In order to strengthen its balance sheet, the Company announced on 31st July 2008 that it had agreed the terms of and would enter into
the Investment Agreement with the Investors (including executive members of the Board) to raise the aggregate amount of �3,316,000 by the
issue of the Loan Notes at �1.00 per loan note and the issue of the First Shares and the Second Shares at the Issue Price.  Completion of
the First Subscription took place on 12th August 2008 whereby the Company raised �1,160,000. The proposed Second Subscription is
conditional, inter alia, on the passing without amendment of the Resolutions. 
    A General Meeting will be convened at Lansdowne Club at 9, Fitzmaurice Place, London W1J 5JD at 9 a.m. on 4th September 2008 at which
the Resolutions will be put for approval. 
    The Directors consider that it is in the best interests of the Company and its Shareholders as a whole that the Company be able to
proceed with the Second Subscription and unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM.


    2.    Reasons for the Second Subscription and Use of Proceeds
    The purpose of the fundraising is to provide funds to satisfy the Company's general working capital requirements. 

    3.    Principal Terms of the Second Subscription
    Pursuant to the Second Subscription, the Company proposes to raise further gross funds of �2,156,000 by the allotment and issue of the
Second Shares at the Issue Price pursuant to the terms of the Investment Agreement. The Company has entered into an Investment Agreement
with the Investors, under the terms of which the Company raised an initial �1,160,000 at First Completion by the issue of the Loan Notes to
Mr Richards and Forest to a value of �915,000 and the allotment and issue of the First Shares to Mr Richards and Forest together with
11,600,000 First Warrants.  In total, under the Investment Agreement, the Company will raise �3,156,000 (before expenses).
    The Second Subscription is conditional, inter alia, upon the passing of the Resolutions. If the Resolutions at the GM are passed by
Shareholders, completion of the Second Subscription will take place as soon as possible thereafter and not later than 2nd October 2008.
    The Investors, other than Empire and Mr Murray, will subscribe �1,290,000 in cash for the Second Shares at the price of �0.10 per share
at First Completion. It has been agreed with Mr Murray, an employee of the Company, that subject to the passing of the Resolutions, the
relevant number of Second Shares to be allotted and issued to Mr Murray will be allotted and issued to Mr Murray for a consideration of
�100,000 in satisfaction of the guaranteed bonus payment due to Mr Murray pursuant to the terms of his contract of employment with the
Company. Subject to the passing of the Resolutions, the relevant number of Second Shares to be allotted and issued to Expedia International
Limited, a wholly owned subsidiary of Empire will be allotted and issued in consideration of �766,000 (based on current exchange rates) to
be satisfied by the allotment and issue to the Company of 8,511,111 Empire Shares at the price of 18 cents per share. The balance of funds
will be raised by the resale of the Empire Shares.
    The Second Shares will be issued fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary
Shares, and will rank in full for all dividends and other distributions declared, made or paid on or after Admission in respect of the
ordinary share capital of the Company. If the Resolutions are not passed, the Second Shares will not be issued under the Second Subscription
and the Company will be obliged to repay the amount of the Second Subscription Price paid by each Investor to that Investor together with
the amount paid by each of Mr Richards and Forest in respect of the Loan Notes to each of Mr Richards and Forest respectively. The
Investment Agreement contains anti dilution provisions. If the Company undertakes an issue of Ordinary Shares at a subscription price lower
than the Issue Price at any time before the Loan Notes are repaid then the Company shall immediately issue to each Non-Employee Investor
such number of shares as is necessary to result in the Non-Employee Investors holding such number of shares as each would have held if the Issue Price had been the lower price. Such additional shares will
be issued at par as fully paid shares by the application of distributable reserves to the extent available. To the extent distributable
reserves are not available, the Non-Employee Investors can subscribe for the additional shares to be issued at the nominal par value. If the
issue of additional shares will result in any Investor holding more than 10% of the issued share capital, that Investor can elect that the
shares be issued to a nominated person or that transfer warrants to subscribe for the additional shares be issued.
    The Company has, under the terms of the Investment Agreement, granted Warrants to each Investor (other than Mr Murray and Empire). For
each �1 subscribed for Loan Notes each Investor will receive 10 Warrants and for every 1 Ordinary Shares subscribed for each Investor (save
for Mr Murray and Empire) will receive 1 Warrant. For the avoidance of doubt, no Warrants attach to the Ordinary Shares subscribed for by Mr
Murray and / or Empire. The Warrants have a five year term to 11th  August 2013 and each Warrant is exercisable at 10p for the duration of
the term.  

    The Investment will result in the new issue of 24,010,000 Ordinary Shares and of 24,500,000 Warrants. After this new equity issue the
total number of Ordinary Shares will be 78,957,005 and 24,500,000 Warrants of which 389,949 Ordinary Shares are held in Treasury.

    The executive board directors Mr Kinde, Mr Okereke and Mr Dullaghan will be participating in the new equity issue pursuant to the Second
Subscription and consequently will increase their individual share holdings as set out below.

 Name               Number of Second      Number of Second    New Shareholding  % of New Shareholding
                         Shares               Warrants
 Jakob Kinde                 1,000,000             1,000,000        14,184,586                  18.05

 Henry Okereke               1,000,000             1,000,000        13,108,298                  16.68

 Frank Dullaghan               500,000               500,000         8,258,306                  10.51



    The grant of the First Shares and the Second Shares will result in changes in the holding of "Significant Shareholders" above 3%
(excluding treasury shares) of the Company as defined by Rule 17 of the AIM Rules. The details of the changes are set out below:

 NAME             ADDRESS               NUMBER OF EXISTING    NUMBER OF FIRST       NUMBER OF SECOND      TOTAL NUMBER OF       %
SHAREHOLDING PRE    % SHAREHOLDING POST
                                        SHARES HELD           SHARES SUBSCRIBED     SHARES SUBSCRIBED     ORDINARY SHARES       SUBSCRIPTION
         SUBSCRIPTION
                                                              FOR                   FOR                   SUBSCRIBED FOR        (EXCLUDING
SHARES IN  (EXCLUDING SHARES IN
                                                                                                                                TREASURY)   
         TREASURY)
 Philip Richards  Fairseat House,       3,615,000             1,150,000             2,000,000             3,150,000             6.62        
         8.61
                  Fairseat, Kent, TN15
                  7LU
 Jakob Kinde      Noble Tree End,       13,184,586            Nil                   1,000,000             1,000,000             24.2        
         18.05
                  Philpots Lane,
                  Hildenbrough, Kent
                  TN11 8PA
 Henry Okereke    Villa p48b, Emirates  12,108,298            Nil                   1,000,000             1, 000,000            22.2        
         16.68
                  Hill, Dubai
 Frank Dullaghan  Villa 14, Cluster     7,758,306             Nil                   500,000               500,000               14.2        
         10.51
                  34, Jumeirah
                  Islands, Dubai, c/o
                  PO Box 506621
 Tim Murray       251 Goldhurst         1,000,000             Nil                   1,000,000             1,000,000             1.83        
         2.55
                  Terrace
                  London
                  NW6 3EP

    The grant of the First Shares and the Second Shares will result in some of the Investors becoming "Significant Shareholders" of the
Company as defined by Rule 17 of the AIM Rules. The details of the said Investors are set out below:

 NAME                            ADDRESS               NUMBER OF EXISTING    NUMBER OF FIRST       NUMBER OF SECOND      TOTAL NUMBER OF    
  % SHAREHOLDING PRE    % SHAREHOLDING POST
                                                       SHARES HELD           SHARES SUBSCRIBED     SHARES SUBSCRIBED     ORDINARY SHARES    
  SUBSCRIPTION          SUBSCRIPTION
                                                                             FOR                   FOR                   SUBSCRIBED FOR     
  (EXCLUDING SHARES IN  (EXCLUDING SHARES IN
                                                                                                                                            
  TREASURY)             TREASURY)
 Forest Nominees Limited
                                           PO Box 328  Nil                   1,300,000             6,400.000             7,700,000          
  0                     9.80
                                        St Peter Port
                                             Guernsey
                                              GY1 3TY

 Empire Energy Corporation                             Nil
 International                   4500 College                                Nil                   7,660,000             7,660,000          
  0                     9.75
                                 Boulevard, Suite
                                 240, Leawood,
                                 KS662211 - 1870,
                                 United States

    .
    4.    General Meeting (GM)
    A GM is to be held at the Lansdowne Club at 9, Fitzmaurice Place, London. W1J 5JD at 9 a.m. on 4th September 2008, for the purpose of
considering, and, if thought fit, passing:
    (i)    an ordinary resolution to authorise the Directors under section 80 of the Act to allot unissued Ordinary Share capital up to an
aggregate nominal value of �544,600. If passed, this authority will expire on the earlier of 15 months from the date of the resolution and
the conclusion of the annual general meeting of the Company in 2009 and will give the Directors authority to allot an additional 50, 000,000
Ordinary Shares.
    (ii)    a special resolution, subject to the ordinary resolution above being passed, to disapply the provisions of section 89 of the Act
(statutory pre-emption provisions) to empower the Directors to allot equity securities in respect of (a) the Second Subscription and (b) for
cash (other than pursuant to (a)) in respect of the issue of Ordinary Shares up to an aggregate nominal value of �544,600. If given, this
authority will expire at the same time as the authority referred to in paragraph (i) (b) above expires.  
    Other than in relation to the Second Subscription, or pursuant to the exercise of existing share options or the exercise of the Employee
Benefit Trust awards, the Directors have no present intention of issuing any Ordinary Shares.
    6.    Action to be Taken
    Shareholders, whether or not they propose to attend the General Meeting in person, are requested to complete, sign and return the Form
of Proxy, in accordance with the instructions printed thereon, so as to be received by the Registrar at Suite E, First Floor, 9 Lion & Lamb
Yard, West Street, Farnham, Surrey GU9 7LL as soon as possible and, in any event, by not later than 9 a.m. on 2nd September 2008. Completion
and return of the Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting in person if they wish to do
so.
      7.    Recommendation 
    The Directors consider that it is in the best interests of the Company and its Shareholders as a whole that the Company be able to
proceed with the Second Subscription.
    The Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as those Directors who are shareholders  have 
undertaken to do in respect of their own beneficial holdings of Existing Ordinary Shares, representing in aggregate approximately 57.97 per
cent. of the issued share capital of the Company at the date of this document.

    NOTICE OF GENERAL MEETING
    Notice is hereby given that a General Meeting of Libertas Capital Group plc (the "Company") will be held at Lansdowne Club at 9,
Fitzmaurice Place, London. W1J 5JD at 9 a.m. on 4th September, 2008 for the purpose of considering and, if thought fit, passing the
following resolutions of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special
resolution:
    ORDINARY RESOLUTION
    1.    THAT
    1.1    the Directors be generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 (the "CA 1985") to
allot relevant securities (as defined in section 80(2) of the CA 1985) of the Company up to a maximum aggregate nominal amount of �544,600
provided that: 
    (a)    this authority shall expire at the conclusion of the annual general meeting of the Company in 2009 or, if earlier, the date
fifteen months from the passing of this resolution, unless previously revoked, varied or renewed by the Company in general meeting;
    (b)    the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require
relevant securities to be allotted after the expiry of such authority and the directors may allot any relevant securities pursuant to such
offer or agreement as if such authority had not expired; and
    (c)    all prior authorities to allot relevant securities pursuant to section 80 of the CA 1985 be revoked but without prejudice to the
allotment of any relevant securities already made or  agreed to be made pursuant to such authorities.
    SPECIAL RESOLUTION
    2.    THAT subject to and conditional upon Resolution 1 above being duly passed as an ordinary resolution and such resolution becoming
effective:
    2.1    the directors be granted power pursuant to section 95 of the Companies Act 1985 (the "CA 1985") to allot equity securities (as
defined in section 94(2) of the CA 1985) for cash pursuant to the authority conferred by resolution 1 as if section 89(1) of the CA 1985 did
not apply to any such allotment provided that this power shall be limited to:
    (a)    the allotment of equity securities with a nominal value of �0.01 in connection with the Second Subscription (as defined in the
Circular to the Company's Shareholders dated 12 August 2008 (the "Circular")); 
    (b)    the grant by the Company of Second Warrants (as defined in the Circular) pursuant to the terms of the Investment Agreement (as
defined in the Circular) and the exercise of those Second Warrants over shares with up to a maximum nominal value of �129,000; and
    (c)    the allotment for cash (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up to an aggregate
nominal amount of �200,000.
    and this power shall expire at the conclusion of the annual general meeting of the Company in 2009 or, if earlier, the date fifteen
months from the passing of this resolution unless previously varied, revoked or renewed by the Company in general meeting provided that the
Company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry
and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired; and
    2.2    all prior powers granted under section 95 of the Act be revoked provided that such revocation shall not have retrospective
effect.

    NOTES 
    Appointment of proxies
    1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at
the Meeting and you should have received a proxy form. You can only appoint a proxy using the procedures set out in these notes and the
notes to the proxy form.
    2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the
Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your
proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions
directly to them.
    3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share. 
    4. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or
her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before
the Meeting.
    Appointment of proxy by joint members
    5. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by
the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the first-named being the most senior).
    6. Where there are joint holders of a share, any one of them may vote at any meeting either personally or by proxy in respect of the
shares as if he were solely entitled to it, but if more than one joint holder is present at a meeting either personally or by proxy, that
one of them whose name stands first in the register of members in respect of the share shall alone be entitled to vote in respect of it.
    Appointment of proxy using hard copy proxy form
    7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
    To appoint a proxy using the proxy form, the form must be:
    * completed and signed; 
    *     sent or delivered to the Registrar at Suite E, First Floor, 9 Lion & Lamb Yard, West Street, Farnham, Surrey GU9 7LL; and
    * received by the Registrar no later than 48 hours prior to the meeting .
    In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company.
    Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form.
    Changing proxy instructions
    8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time
for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after
the relevant cut-off time will be disregarded.
    Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy
form, please contact the Registrar.
    If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies
will take precedence.
    Termination of proxy appointments
    9. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to the Registrar at Suite E, First Floor, 9 Lion & Lamb Yard, West Street, Farnham, Surrey GU9
7LL, Tel: 0044 (0)1252 821390.  In the case of a member which is a company, the revocation notice must be executed under its common seal or
signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which
the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
    The revocation notice must be received by the Registrar no later than 12 hours before the meeting.
    If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.
    Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend
the Meeting in person, your proxy appointment will automatically be terminated.


    Notes to Editors
    About Libertas Capital Group Plc
    Libertas Capital is an international financial services firm offering its clients a full range of dedicated independent Corporate
Finance Advisory, Research and Distribution services.
    Corporate finance services include investment bankers with substantial depth of European/international M&A and general corporate finance
experience, as well as entrepreneurs and industrial professionals with extensive experience and expertise in their particular fields, having
completed in excess of US$100 billion in transactions.
    In our research and distribution services we offer our clients a dedicated research capability with deep industry knowledge in our core
sectors- Renewable Energy, Energy (including oil and gas and natural resources), Infrastructure, Real Estate, Healthcare, Technology and
Telecom. Our extensive distribution network covers UK, European, Asian, Middle Eastern and US institutional clients.
    Our business is based on core values and strengths which we believe both differentiate Libertas Capital from its competitors and give us
a competitive advantage. We aim to provide a high level of customer service that will result in long term client relationships based on the
principles of openness, innovation and creativity.


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
MSCEAFPPFDAPEFE

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