Medserv plc – Extraordinary General Meeting Held
Medserv plc issued the following Company Announcement.
At the extraordinary general meeting of the Company held on the 3 December 2015, the shareholders considered and approved the following matters: Ordinary Resolution: 1. To approve the acquisition by Medserv M.E. Limited, a subsidiary of the Company, of the entire issued share capital of the following companies:
a) Middle East Tubular Services Limited, a limited liability company incorporated under the laws of the British Virgin Islands (BVI) and having a branch registered in Sharjah, United Arab Emirates (METS);
b) Middle East Tubular Services (Iraq) Limited, a limited liability company incorporated under the laws of the BVI and having a branch registered in Iraq (METS Iraq); and
c) Middle East Tubular Services LLC, FZC, a limited liability free zone company registered in the Sohar Free Zone, The Sultanate of Oman, (METS Oman) METS, METS Iraq and METS Oman shall be collectively referred to as the “METS Group”.
which acquisition will take place through the acquisition of the entire issued capital of the holding company to be newly incorporated in the BVI (Holdco) in accordance with the share purchase agreement dated 8 October 2015.
Extraordinary Resolutions:
1. To increase the authorised share capital of the Company from €5,000,000 divided into 50,000,000 shares of €0.10 each share to €12,000,000 divided into 120,000,000 shares of €0.10 each share and thus to delete Article 4.1 of the Memorandum of Association in its entirety and substitute it by the following: “The authorised share capital of the Company is €12,000,000 divided into 120,000,000 shares of €0.10c each.”
2. To authorise the board of directors (with full powers of delegation), for a period of two (2) years, to issue and allot such number of unissued equity securities in the Company up to the maximum amount set by the authorised share capital (as increased pursuant to Resolution 2 above) on such terms and conditions as may be determined by the Board of Directors and to authorise the board of directors to restrict or withdraw the statutory pre-emption rights of the Company’s shareholders for as long as the said board remains authorised to issue and allot equity securities in terms of this resolution.
To view the Official Company Announcement, click here.