Notice of AGM

 

TIDMCUS 
 
RNS Number : 7612F 
CustomVis plc 
19 January 2010 
 

19 January 2010 
 
 
CustomVis plc 
("CustomVis" or "the Company") 
 
 
Notice of AGM 
 
 
CustomVis announces that it has today posted to shareholders of the Company (the 
"Shareholders") a circular giving notice of an annual general meeting (the 
"AGM") to be held at 10.00 a.m. on 11 February 2010 (the "Notice"). 
 
 
The business of the AGM will be to receive the report and accounts and to 
conduct other ordinary and special business of the Company as set out in the 
Notice. 
 
 
Special business 
At the AGM a resolution will be proposed to renew the directors' authority to 
allot shares (or securities carrying rights to subscribe for or to convert into 
shares) outside employee share schemes, limited to a maximum of 180,000,000 
ordinary shares in the capital of the Company. A further resolution will be 
proposed to seek approval to disapply statutory pre-emption rights which require 
that any shares to be allotted for cash (other than under employee share 
schemes) must first be offered to existing shareholders. This authority is in 
respect of the grant of options to Dr Paul van Saarloos in respect of up to 
20,000,000 ordinary shares in the capital of the Company ("Ordinary Shares") and 
is otherwise limited to a maximum of 160,000,000 Ordinary Shares. 
 
 
As noted in the annual report and accounts for the year to 30 June 2009, which 
was posted to Shareholders on 31 December 2009, the Directors continue to 
implement developments to fund ongoing operations and growth. One option being 
considered by the Directors is to raise additional working capital in the course 
of 2010 and the authority sought under this resolution will give the Directors 
flexibility to raise capital, should this be necessary in the best interests of 
the Company, without following the strict statutory pre-emption provisions and 
potentially delaying a fundraising. 
 
 
The Board has restructured the employment conditions of the CEO, Dr Paul van 
Saarloos and the options proposed to be granted to Dr van Saarloos are outside 
the existing share option scheme approved by the Company's shareholders on 13 
December 2004. They are in respect of 20,000,000 Ordinary Shares and will 
contribute to his employment conditions through a 24 per cent. reduction in his 
direct salary and a comprehensive incentive program over the next three years. 
The options are at exercise prices and vesting dates as described in the table 
below and are subject to certain performance criteria being achieved: 
 
 
+----------+----------------+----------------+----------------+----------------+ 
|          |  No of Options | Exercise Price |   Vesting Date |      Expiry of | 
|          |                |                |                |         Option | 
+----------+----------------+----------------+----------------+----------------+ 
| Tranche  |      5,000,000 |        GBP0.02 |   30 June 2010 |   30 June 2015 | 
| 1        |                |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
| Tranche  |      5,000,000 |        GBP0.03 |   30 June 2011 |    31 Dec 2016 | 
| 2        |                |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
| Tranche  |      2,000,000 |       GBP0.045 |   30 June 2011 |   30 June 2016 | 
| 3        |                |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
| Tranche  |      4,000,000 |        GBP0.06 |   30 June 2012 |   30 June 2017 | 
| 4        |                |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
| Tranche  |      4,000,000 |        GBP0.10 |   30 June 2012 |   30 June 2017 | 
| 5        |                |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
|          |     20,000,000 |                |                |                | 
+----------+----------------+----------------+----------------+----------------+ 
 
 
These authorities will expire at the next annual general meeting of the Company 
or, if earlier, 15 months from the date of passing of this resolution. 
 
 
For further information, please contact: 
 
 
+---------------------------------------+---------------------------------------+ 
| CustomVis plc                         |                                       | 
+---------------------------------------+---------------------------------------+ 
| Simon Carroll, Chairman               |                       [phone] | 
| Paul van Saarloos, CEO                |                       [phone] | 
+---------------------------------------+---------------------------------------+ 
|                                       |                                       | 
+---------------------------------------+---------------------------------------+ 
| Merchant John East Securities Limited                                         | 
+-------------------------------------------------------------------------------+ 
| David Worlidge / Simon Clements       |                         020 7628 2200 | 
+---------------------------------------+---------------------------------------+ 
|                                       |                                       | 
+---------------------------------------+---------------------------------------+ 
| Leander PR                            |                                       | 
+---------------------------------------+---------------------------------------+ 
| Christian Taylor-Wilkinson            |                         07795 168 157 | 
+---------------------------------------+---------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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