About - Group Structure - Trident

About / News

News details

COMPANY ANNOUNCEMENT 28/04/2009

 

The following is a Company Announcement by Simonds Farsons Cisk plc pursuant to the Malta Financial Services Authority Listing Rules Chapters 8 and 9.

Quote

The Board of Directors of Simonds Farsons Cisk plc (the “Company”) has on Tuesday 28th April, 2009 met and approved for publication the financial statements of the Company for the year ended 31st January 2009 and resolved to lay the same for the approval of the shareholders at the forthcoming Annual General Meeting of the Company to be held on 25th June, 2009.

A Preliminary Statement of Annual Results for the year ended 31st January 2009 is attached herewith and is made available to the public on website www.farsons.com.

The Board of Directors of Simonds Farsons Cisk plc has resolved to recommend for the approval of the Annual General Meeting:

1. the distribution, out of tax exempt profits, of a final net dividend of €800,000 that is €0.031111 per each ordinary share of €0.291, to be paid by not later than 26th June, 2009. An interim net dividend of €200,000 that is €0.007778 per ordinary share has already been approved at the Board Meeting held on 30th September, 2008 and distributed. This will result in a total net dividend to the ordinary shareholders of €1,000,000 that is €0.038889 per ordinary share. The Board of Directors has established 29th May 2009 as the Effective Date on which all shareholders then on the register of members shall be entitled to receive notice of and attend the Annual General Meeting, be paid dividends declared by the General Meeting and appoint directors or vote at the election of Directors.

2. that with effect from Friday, 26th June 2009, the current text of Clause 5 of the Memorandum of Association is deleted, and substituted by the following text:

5. The Authorised Share Capital of the Company is €30,000,000 divided into:

a) 30,000,000 ordinary shares of €0.30 each

b) 21,000,000 preference shares of €1.00 each

3. that with effect from Friday, 26th June 2009, the amount of €227,031.44 from the Company’s reserves is capitalised for the purpose of increasing the current nominal and paid up value of the 25,714,286 shares in issue from €0.291171 each share up to the new nominal and paid up value of €0.30 each share.

4. that with effect from Friday, 26th June 2009, the amount of €1,285,714.20 from the Company’s reserves is capitalised for the purpose of a bonus issue of 4,285,714 fully paid ordinary shares of a nominal value of €0.30 per share, representing 1 bonus share for every 6 shares held, to be allotted to the members appearing on the Register of Members as at the close of business on the Malta Stock Exchange on the 25th June 2009 (Eligible Members) thereby increasing the issued share capital from the current 25,714,286 shares to 30,000,000 shares of €0.30 each fully paid up, resulting in a paid up capital of €9,000,000.

5. that with effect from Friday, 26th June 2009, the current text of Clause 6 of the Memorandum of Association is deleted, and substituted by the following text:

The issued and fully paid up capital is €9,000,000 divided into 30,000,000 ordinary shares of a nominal value of €0.30 each.

6. that with effect from Friday 26th June 2009, the current text of Clause 5a and Clause 5b of the Articles of Association is deleted, and substituted by the following text:

5a. By an ordinary resolution taken in General Meeting, the Board of Directors may be authorised to issue 21,000,000 Preference Shares of €1.00 each which authorisation shall be for a maximum period of five years renewable for further periods of 5 years each.

5b. The acceptance of sub-article 5a of this article by the General Meeting as part of the Articles of Association in itself constitutes an authorisation by the General Meeting to the Board of Directors to issue 21,000,000 Preference Shares of €1.00 each. This authorisation is valid for a period of five years from the date these Articles are duly registered with the Registrar of Companies, such period being renewable for further periods of five years each.

Unquote

Arthur Muscat

Company Secretary

28th April, 2009