Result of AGM

 

TIDMTTS 
 
RNS Number : 4879Z 
Total Systems PLC 
22 September 2009 
 

 
 
Total Systems plc (the 'Company') - Result of AGM 
 
 
Total Systems plc (the 'Company') suppliers of cost effective and flexible 
software systems to the financial services industry, primarily in the insurance 
and warranty sectors, is pleased to announce that all resolutions were passed at 
its Annual General Meeting held on 21 September 2009 including the following 
special resolutions. 
 
 
RESOLUTION 9 
 
 
That subject to the passing of resolution 8 (which was passed) the Directors be 
and they are hereby empowered, during the period expiring on the earlier of 21 
December 2010 and the date of the Company's Annual General Meeting to be held in 
2010, to allot or make offers or agreements to allot equity securities (as 
defined in Section 94 of the Companies Act 1985 ("the Act")) pursuant to the 
authority for the purposes of Section 80 of the Act conferred by the said 
resolution as if Section 89(1) of the Act did not apply to any such allotment, 
provided that this power shall be limited to the: 
 
 
9.1. Allotment of equity securities having a nominal value of up to GBP175,326 
(representing 3,506,517 ordinary shares) in connection with a rights issue in 
favour of the holders of relevant shares and relevant employee shares, or in 
connection with any other form of issue of such securities in which such holders 
are offered the right to participate, in proportion (as nearly as may be) to 
their respective holdings but subject to such exclusions or other arrangements 
as the Directors consider necessary or expedient in connection with shares 
representing fractional entitlements or on account of either legal or practical 
problems arising in connection with the laws of any territory, or of the 
requirements of any generally recognised regulatory body or stock exchange in 
any territory; and 
 
 
9.2 Allotment (otherwise than pursuant to sub-paragraph 9.1 above) of equity 
securities up to an aggregate nominal value of GBP26,299, representing 525,977 
shares, equivalent to 5% of the issued share capital of the Company as at 31 
March 2009. 
 
 
RESOLUTION 10 
 
 
That the Company be and is hereby generally and unconditionally authorised in 
accordance with Section 166 of the Companies Act 1985 to make market purchases 
(within the meaning of section 163 of the Companies Act 1985) of shares in the 
capital of the Company ("shares") provided that: 
 
 
10.1. The maximum aggregate number of shares hereby authorised to be purchased 
is 1,051,955, representing 10% of the Company's Issued Ordinary Share Capital at 
the date of this Notice of Annual General Meeting. 
 
 
10.2. The maximum price which will be paid for a share is an amount equal to 105 
percent of the average middle market quotation for a share (as derived from the 
London Stock Exchange Daily Official List) for the ten dealing days immediately 
preceding the day on which the share is purchased, exclusive of expenses. 
 
 
10.3. The minimum price which may be paid for a share is its nominal value, 
exclusive of expenses. 
 
 
10.4. The authority hereby conferred shall expire fifteen months after the date 
on which the resolution is passed, or if earlier, at the conclusion of the next 
Annual General Meeting of the Company, unless such authority is renewed prior to 
such time. 
 
 
10.5. The Company may make a contract to purchase shares under the authority 
hereby conferred prior to the expiry of such authority, which will or maybe 
executed wholly or partly after the expiry of such authority, and may make a 
purchase of shares in pursuance of such a contract. 
 
 
 
 
These special resolutions have been forwarded to the FSA's Document Viewing 
Facility today. 
 
 
Website: www.totalsystems.co.uk 
 
 
For further information please contact: 
 
 
Terence Bourne, Chairman, Total Systems plc 020 7294 4888 
 
 
Granville Harris, Finance Director, Total Systems plc 020 7294 4888 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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