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COMPANY ANNOUNCEMENT 26/06/2009

The following is a Company Announcement by Simonds Farsons Cisk plc pursuant to MFSA Listing Rule Chapters 8 and 9.

Simonds Farsons Cisk plc wishes to announce that it has yesterday, 25th June 2009 held its 62nd Annual General Meeting at the Radisson SAS Bay Point Resort Malta, St. George’s Bay, St. Julians.

The shareholders convened for this event, discussed and approved the following Ordinary and Extraordinary Resolutions:

1.

That the Annual Report and Financial Statements of the Company for the year ended 31st January 2009, comprising the Directors’ Report, Corporate Governance – Statement of Compliance and the Independent Auditor’s Report thereon be received and approved.

2.

That the Meeting approves the payment of € 1,000,000 - in total net dividends:-

€200,000 (interim net dividend) paid out of tax exempt profits in October 2008, and
€800,000.- (final net dividend) paid out of tax exempt profits

equivalent to a total net dividend of € 0.038889 per share.

3. a.

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:

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

  b.

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.

  c.

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.

  d.

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.

  e.

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.

4.

That the reappointment of PricewaterhouseCoopers Certified Public Accountants and Auditors be approved.

5.

That the Directors be elected in accordance with Articles 20 to 22, both inclusive of the Articles of Association of the Company.

Only two nominations were received within the stipulated time for election to the Board of Directors and consequently there was no need for an election to be held.  Mr Bryan A. Gera and Dr Max Ganado LL.D., LL.M. were automatically elected as directors of the Company with effect from the conclusion of this 62nd Annual General Meeting.  The other directors were confirmed in their posts.

Arthur Muscat
Company Secretary