Notice of EGM

 
TIDMESN 
 
29 September 2009 
 
                      Essentially Group Limited 
 
                       Notice of EGM Circular 
 
Essentially Group Limited ("Essentially" or the "Company") is pleased 
to announce that following the announcement on 22 September 2009 of a 
recommended share offer to be made by Chime Communications plc 
("Chime") to acquire the whole of the issued and to be issued share 
capital of Essentially, it  has  posted  a circular to shareholders 
convening an extraordinary general meeting ("EGM") of the Company on 
10.30 a.m. on 20 October 2009. 
 
Reasons for the EGM 
The Company's articles of association (the "Articles") currently 
prohibit payments being made by the Company to directors by way of 
compensation for loss of office, or as consideration for or in 
connection with their retirement from office. The Directors consider 
that this is not in the best interests of the Company and believe 
that it would be beneficial to delete this prohibition from the 
Articles. 
 
In order to allow the Company to pay the dividend announced on 22 
September 2009, it is proposed that the Articles be amended to take 
advantage of the changes made to Part 17 of the Companies (Jersey) 
Law 1991 (the "Law"), as amended by the Companies (Amendment No.9) 
(Jersey) Law 2008 (the "Amendment") which came into effect on 27 June 
2008. Since 27 June 2008, the Law is more flexible with regards to 
the distribution regime and companies incorporated in Jersey are now 
able to make distributions out of any source other than any capital 
redemption reserve or nominal capital, provided that the other 
requirements under the Law are met. The Articles currently provide 
that interim dividends can only be paid by the Company if it appears 
to the Directors that they are "justified by the profits of the 
company available for distribution". This prevents the Company from 
paying an interim dividend out of a source other than profits 
available for distribution. As the Company does not currently have 
sufficient profits available for distribution to pay the Dividend, 
the Dividend can only be paid if the Articles are amended to take 
advantage of the Amendment and enable the Dividend to be paid out of 
the Company's share premium account. 
 
Finally, the Articles currently provide that annual general meetings 
of the Company and meetings of the Company called for the passing of 
a special resolution or a resolution appointing a person as a 
director shall be held on at least 21 clear days' notice. The 
Directors believe it would be beneficial to amend the Articles to 
allow the Company to take advantage of a further change to the Law 
made by the Amendment which allows all general meetings of companies 
incorporated in Jersey to be held on 14 clear days' notice. 
 
The  circular  is  available  on  the  Company's  website  at 
www.essentiallygroup.com. 
 
Enquiries: 
 
 
Bart Campbell/Dwight Mighty 020 7820 7000 
Essentially Group Limited 
Ivonne Cantu/Beth McKiernan 020 7397 8900 
Cenkos Securities plc 
 
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This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.