Change of Name and Notice of General Meeting

 

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RNS Number : 8095T 
SectorGuard PLC 
12 June 2009 
 

SectorGuard plc 
("SectorGuard" or the "Company") 
 
 
 
 
Proposed change of name to Legion Group plc 
Notice of General Meeting 
 
 
SectorGuard plc ("SectorGuard" or the "Company"), the AIM listed provider of 
security and fire protection services, is sending to shareholders today a notice 
of General Meeting convening a meeting for 3.00 p.m. on 29 June 2009 at the 
Chancery Court Hotel, 252 High Holborn, London WC1V 7EN. 
 
 
The General Meeting has been convened in connection with proposals to change the 
name of the Company to 'Legion Group plc' and to strengthen the Company's 
balance sheet by the conversion into ordinary shares in the capital of the 
Company ("Ordinary Shares") of GBP1.845 million of indebtedness currently owed 
to Mark Higgins, the Company's Chief Executive Officer. 
 
 
Change of Name 
 
 
When the Company acquired Legion Group plc ("Legion Group") in March 2009, the 
Directors stated an intention to retain the 'Legion' brand for the enlarged 
group. Since completion of that acquisition, the 'Legion' brand has been 
promoted as the principal brand of the group and this transformation of the 
group's brand image will be completed by the proposed change of name of the 
Company to 'Legion Group plc'. The entire enlarged group will be rebranded 
'Legion Group' with effect from 1 July 2009. 
 
 
Debt Conversion 
 
 
To assist in the funding of the acquisition of Legion Group, the Company 
borrowed GBP1 million from Mark Higgins and issued to him a loan note 
convertible into Ordinary Shares at an issue price of 1p per share. The Company 
proposes to convert the entire outstanding GBP1 million balance of this loan 
note into 100,000,000 Ordinary Shares at the earliest opportunity available in 
accordance with the AIM Rules. 
 
 
In addition, as announced on 11 March 2009, the Company and Mark Higgins agreed 
to capitalise part of the indebtedness owed by the Company to Mark Higgins in 
respect of the consideration outstanding under the agreement by which the 
Company acquired ManGuard Limited. On 11 March 2009, the Company issued GBP1 
million loan notes to Mark Higgins as payment of part of the first year 
additional consideration payable under that agreement. The Company also proposes 
that, subject to the passing of the relevant resolutions at the general meeting, 
GBP845,000 of such loan notes should be converted into 84,500,000 Ordinary 
Shares, also at the first available opportunity. The balance of GBP155,000 of 
the loan notes will remain outstanding on the terms set out in the loan notes. 
 
 
The issue of the Ordinary Shares is conditional on the passing of certain 
resolutions at the General Meeting and admission of the Ordinary Shares to 
trading on AIM and is intended to take place following the announcement of the 
Company's final results for the year ended 31 March 2009, which is expected to 
happen in July. 
 
 
Following completion of the conversion of the debt referred to above, the 
enlarged issued share capital of the Company will comprise 778,276,248 Ordinary 
Shares, of which Mark Higgins will own 233,375,000, representing 29.99 per cent. 
of the issued share capital. 
 
 
As the Company does not currently have sufficient authorities to issue the 
Ordinary Shares to Mark Higgins pursuant to the conversion of the loan notes, 
the Company is seeking shareholder authority to issue and allot 184,500,000 
Ordinary Shares in connection with the loan note conversion. The Company is also 
seeking Shareholder authority to issue up to a further GBP1,284,150 of the 
unissued share capital of the Company, equating to 256,830,000 new Ordinary 
Shares, of which GBP583,700 (116,740,000 Ordinary Shares) can be issued for cash 
after disapplying statutory pre-emption rights. 
 
 
The Company also proposes to increase the authorised share capital to 
GBP6,000,000. 
 
 
The full text of the Resolutions is set out in the notice of General Meeting 
which is being sent to shareholders today and can be downloaded from the 
Company's website at www.sectorguard.co.uk. 
 
 
12 June 2009 
 
 
 
 
Enquiries: 
 
 
+-------------+---------------+ 
| SectorGuard | 01992 701972  | 
+-------------+---------------+ 
| Mark        |               | 
| Higgins,    |               | 
| Chief       |               | 
| Executive   |               | 
+-------------+---------------+ 
| Charlie     |               | 
| Cleverly,   |               | 
| Managing    |               | 
| Director    |               | 
+-------------+---------------+ 
|             |               | 
+-------------+---------------+ 
| Seymour     | 020 7107 8000 | 
| Pierce      |               | 
+-------------+---------------+ 
| Jonathan    |               | 
| Wright      |               | 
+-------------+---------------+ 
|             |               | 
+-------------+---------------+ 
| College     | 020 7457 2020 | 
| Hill        |               | 
+-------------+---------------+ 
| Nick        |               | 
| Elwes       |               | 
+-------------+---------------+ 
 
 
www.sectorguard.co.uk 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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