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Marshall-general meeting results and salient dates
Notice is hereby given that at the Extraordinary General Meeting of the Shareholders of the Company held on Friday, 18 February 2011 at 10.00 a.m. (CET) the following resolutions were approved by the requisite majority of shareholders:
- That a representative of Company and Accounting Services SA be appointed as chairman of this meeting.
- To receive and approve the financial statements of the Company placed before the meeting by the Board.
- To ratify the actions of the Directors taken subsequent to the last Annual General Meeting held on 26 March 2010 including transactions with Newco described in section 3 of the circular accompanying this notice of meeting, entering into and fulfilling the terms of the Contribution Agreement and delisting of the Company`s shares from the London Stock Exchange.
- To resolve to delist the Company's shares from the Luxembourg Stock Exchange and appoint M Partners to effect the delisting.
- To grant discharge to the Directors and to the Statutory Auditors for their actions and duties since the last Annual General Meeting held on 26 March 2010.
- To place the Company into liquidation.
- To appoint Damsor Limited as Liquidator of the Company (the "Liquidator") and to confer upon the Liquidator the widest powers permitted under Luxembourg law for the purposes of winding up the affairs of the Company.
- That, subject to and conditional upon resolutions 6 and 7 set out in the notice convening this Extraordinary General Meeting having been passed the Liquidator be authorised to realise all the remaining assets and to settle all the remaining liabilities of the Company, and to appoint Housestaple Limited. (registered number 5389933) of 30 City Road, London, EC1Y 2AG, UK as agent for the distribution to shareholders of the shares in Marshall Monteagle PLC owned by the Company on the terms summarised on page 8 of the circular accompanying this notice of meeting.
- To appoint Mr. Peter Milne of 57 rue Pierre d`Aspelt, L-5710, Luxembourg, as Commissaire-VErificateur to verify the work of the Liquidator.
- To ratify the notice of the second Extraordinary General Meeting given by the Directors, and despatched with this notice, to receive the reports of the Liquidator and the Commissaire-VErificateur.
Shareholders are advised that the Company's share will be suspended on the JSE with effect from commencement of trade from Monday, 21 February 2011 and terminated on the LuxSE and the LSE on 21 February 2011. Cancellation of the share on the JSE will be effected at close of trade on Friday, 25 February 2011.
Shareholders are reminded of the following salient dates:
- Last day to trade in the shares of the Company Friday 18 February 2011
- Cancellation of listing of shares on the LuxSE and LSE Monday 21 February 2011
- Results of the First Extraordinary General Meeting to be published in the press in South Africa Monday 21 February 2011
- Form of proxy for the Second Extraordinary General Meeting to be lodged by no later than 10.00 a.m. (CET)on Monday 21 February 2011
- Suspension of listing of Monteagle shares on JSE at commencement of trade; and Listing of Newco shares on JSE under the abbreviated name of Marshall, JSE Code MMP and ISIN JE00B5N88T08 Monday 21 February 2011
- Second Extraordinary General Meeting to be held at 10.00 a.m. (CET) on Wednesday 23 February 2011
- Results of the Second Extraordinary General Meeting to be released on SENS, on the LuxSE website and to the LSE Wednesday 23 February 2011
- Results of the Second Extraordinary General Meeting to be published in the press in South Africa Thursday 24 February 2011
- Cancellation of listing of Monteagle shares on the JSE at commencement of trading; Friday 25 February 2011
- Record date for shareholders to be on the register in order to receive certificates in Newco Friday 25 February 2011
- Issue of Newco share certificates to all shareholders who have submitted forms of surrender by 12:00 on 18 February 2011. Dematerialised shareholders will also have their accounts updated and credited. Monday 28 February 2011
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