One Fifty One Public Limited Company (the Company )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred your entire holding of Ordinary Shares in One Fifty One Public Limited Company, please pass this document, together with the enclosed proxy form, to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. One Fifty One Public Limited Company (the Company ) PROPOSED SUB-DIVISION OF ORDINARY SHARE CAPITAL PROPOSED CAPITAL REDUCTION PROPOSED SHARE CAPITAL ALLOTMENT AUTHORITIES NOTICE OF EXTRAORDINARY GENERAL MEETING This Circular should be read as a whole. Your attention is drawn to the letter from Denis Cregan, Chairman of the Company, which contains a unanimous recommendation from the Board that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting ( EGM ). Notice of the EGM of the Company, to be held at the Radisson Blu Royal Hotel, Golden Lane, Dublin 8, Ireland on Tuesday 17 th December 2013 at 9.30 a.m., is set out at the end of this document. A Form of Proxy has been sent to each Shareholder. Whether or not Shareholders wish to attend the EGM, they are asked to complete the Form of Proxy in accordance with the instructions printed on the form and return it either by post or by hand as soon as possible but in any event so as to be received by the Company s Registrars, Computershare, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than 9.30 a.m. on Sunday, 15 th December The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the EGM. 1

2 FORWARD-LOOKING STATEMENTS Certain statements contained in this Circular are or may constitute forward-looking statements. Such forward looking statements involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Forwardlooking statements are typically identified by the use of forward-looking terminology such as believes, expects, may, will, would, should, intends, estimates, plans, assumes or anticipates or the negative of such words or other variations on them or comparable terminology, or by discussions of strategy which involve risks and uncertainties. Such risks, uncertainties and other factors include, among others: general economic and business conditions, changes in technology, government policy, regulation, ability to attract and retain personnel and natural and manmade disasters. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Circular. The Company assumes no obligation to update or correct the information contained in this Circular, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Circular are made as at the date of this document, unless some other time is specified in relation to them, and publication of this Circular shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this Circular shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company except where expressly stated. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, all references in this Circular to, euro or cent are to the lawful currency of participating member states of the European Union. The financial information presented in this Circular is in euro millions rounded to one decimal place except where otherwise indicated. In addition, certain percentages presented in this Circular reflect calculations based upon underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. TIME All references in this Circular to times are to Dublin, Ireland times, unless otherwise stated. 2

3 DEFINITIONS The following definitions apply throughout this Circular and accompanying Form of Proxy, unless the context otherwise requires: Annual General Meeting Articles the annual general meeting of the Company held on 2 October 2013; the articles of association of the Company; Board or Directors the directors of the Company, whose names are set out on page 6; Capital Reduction Capital Reduction Resolution Capital Reorganisation Circular CREST Regulations the Company Deferred Convertible Ordinary Shares Deferred Shares Existing Ordinary Shares Extraordinary General Meeting or EGM Form of Proxy High Court Ireland Latest Practicable Date New Ordinary Shares One51 or the Group the proposed cancellation of the Deferred Shares and the Deferred Convertible Ordinary Shares and the proposed reduction of part of the amount standing to the credit of the Company s share premium account; the special resolution to approve the Capital Reduction to be proposed at the EGM, the full text of which is set out as Resolution 2 in the Notice of EGM at the end of this Circular; the proposed reorganisation of the capital of the Company to be effected by the Subdivision Resolution and the Capital Reduction Resolution; this document; the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 as amended enabling title to securities to be evidenced and transferred in dematerialised form; One Fifty One plc; the twelve separate series of Deferred Convertible Ordinary Shares of 1.00 each in the capital of the Company in issue (being the A1 Deferred Convertible Ordinary Shares of 1 each, A5 Deferred Convertible Ordinary Shares of 1 each, A6 Deferred Convertible Ordinary Shares of 1 each, B1 Deferred Convertible Ordinary Shares of 1 each, B4 Deferred Convertible Ordinary Shares of 1 each, B5 Deferred Convertible Ordinary Shares of 1 each, B6 Deferred Convertible Ordinary Shares of 1 each, C1 Deferred Convertible Ordinary Shares of 1 each, C2 Deferred Convertible Ordinary Shares of 1 each, C4 Deferred Convertible Ordinary Shares of 1 each, C5 Deferred Convertible Ordinary Shares of 1 each and C6 Deferred Convertible Ordinary Shares of 1 each); the Deferred Shares of 0.99 each which will become part of the share capital of the Company if the Sub-division Resolution becomes effective; the existing Ordinary Shares of 1.00 each in the capital of the Company: the extraordinary general meeting of the Company convened for 9.30 a.m. on Tuesday, 17th December 2013 or any adjournment thereof, notice of which is set out at the end of this Circular; the form of proxy accompanying this Circular for use by Shareholders at the Extraordinary General Meeting; the High Court of Ireland; Ireland excluding Northern Ireland and the word Irish shall be construed accordingly; 19 November 2013, being the latest practicable date prior to the publication of this Circular; the new Ordinary Shares of 0.01 each following the Sub-division Resolution becoming effective; One Fifty One plc and its subsidiary undertakings; 3

4 One51 Employee Benefit Trust Ordinary Shares Proposals the One51 Employee Benefit Trust established on 2 June 2006, the trustee of which is One Fifty One Group EBT Trustees Limited; means the Existing Ordinary Shares or, on the Subdivision becoming effective, the New Ordinary Shares; the Capital Reorganisation and the Share Capital Authorities; Record Date 6.00 p.m. on 18 December 2013; Registrars Resolutions Share Capital Resolutions or Share Capital Authorities Shareholder(s) Subdivision Resolution United Kingdom or UK Computershare; the resolutions contained in the Notice of EGM at the end of this Circular; the resolutions to provide the Directors an allotment authority in respect of relevant securities of the Company and to dis-apply pre-emption rights on a limited basis on the allotment of equity securities for cash, the full text of which is set out as Resolutions 3 and 4 respectively in the Notice of EGM at the end of this Circular; the holder(s) of One51 Ordinary Shares; the special resolution to provide for the sub-division of each of the Company s existing Ordinary Shares of 1.00 each into one new Ordinary Share of 0.01 nominal value and one Deferred Share of 0.99 nominal value; and the United Kingdom of Great Britain and Northern Ireland. 4

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of issue of this Circular 22 November 2013 Latest time and date for receipt 9.30 a.m. on 15 December 2013 of Forms of Proxy from Shareholders Extraordinary General Meeting 9.30 a.m. on 17 December 2013 Record date for Sub-division of Ordinary Shares 6.00 p.m. on 18 December 2013 Effective Date for Sub-division of Ordinary Shares 8.00 a.m. on 19 December 2013 Application to the High Court January 2014 Capital Reduction becomes effective Subsequent to approval by the High Court (if received) of the Capital Reduction NOTE: Some of the times and dates set out above are indicative only and may be adjusted by the Company in which event details of the new times and dates will be notified by way of an announcement on the Company s website 5

6 One Fifty One plc (incorporated in Ireland with limited liability under the Companies Acts 1963 to Registered no ) Registered office: 151 Thomas Street, Dublin 8 Directors: Denis Cregan (Chairman) Alan Walsh* Pat Dalton* Paul Carroll Guy Hallifax Rose Hynes Geoff Meagher (together the Board ) *Executive Director Company Secretary: Susan Holburn 22 November 2013 One Fifty One plc Extraordinary General Meeting Dear Shareholder I am pleased to write to you with a series of proposals principally for a restructuring of the Company s share capital structure and balance sheet by a Capital Reorganisation. I am also pleased to report that the Group s trading businesses continue to perform to expectations. Furthermore, earlier this month, the Group received 23.6 million in cash from NTR by return of capital which has been applied in further reducing the Group s debt. The purpose of this Circular is to provide you with details of the Proposals and their background. I enclose a notice convening an extraordinary general meeting of the Company (the EGM ) at which the Resolutions will be proposed, and invite you to join me on Tuesday, 17 December 2013 at 9.30 a.m. at the Radisson Blu Royal Hotel, Golden Lane, Dublin 8, Ireland. 1. Background to and reasons for the Proposals After a number of challenging years, One51 has made significant progress towards stabilising its financial position. Through a range of ongoing measures including paying down a substantial part of its bank debt and earlier this year securing a refinancing of its existing core debt facilities, focusing its portfolio by asset disposals and other measures and implementing a range of cost reduction programmes, the Group has made substantial progress towards putting in place a solid platform for the future implementation of its Strategic Plan. Over the last number of years, One51 has recognised a significant level of impairments to the carrying value of the Group s net assets. Principally as a result of such impairments and operating losses, as at 30 September 2013, the Company had an accumulated deficit on its profit and loss account of approximately million. Under company law, the Company is precluded from paying dividends, or redeeming or repurchasing its shares, while it carries such an accumulated deficit. At the Annual General Meeting, I referred to the fact that the Board was considering a balance sheet restructuring to address the accumulated deficit on its profit and loss account and to create distributable reserves which would provide the Company with the flexibility to pay dividends, or to redeem or repurchase its shares, in the future. While the Board is not currently contemplating the payment of a dividend to Shareholders (or the redemption or repurchase of shares), the Board believes that it is in the best interests of Shareholders to enable the Company to have greater flexibility in this respect. The making of any future distribution to Shareholders will be dependent on, amongst other matters, the Company having sufficient distributable reserves at the time, and would also be dependent on financial performance and the Board s assessment at the time of the Company s interests. The Company proposes, accordingly, subject to the approval of Shareholders at the EGM and the confirmation of the High Court, to carry out the Capital Reduction. Similarly, while the Board has currently no intention to raise capital by the issue of shares or other equity securities, the Board believes that it is in the best interests of Shareholders to enable the Company to have flexibility in this respect should the circumstances warrant it. Accordingly, for the reasons described below, it is proposed to effect a Subdivision of the Company s Existing Ordinary Shares and, in line with corporate governance best practice, to seek renewal of the Directors authority to allot shares and limited power to allot 6

7 shares for cash otherwise than in accordance with statutory pre-emption rights (each of which expired at the conclusion of the Annual General Meeting). Finally, as the Capital Reduction provides an opportunity to simplify the capital structure of the Company, the Board also proposes, as part of the Capital Reduction, to cancel all of the Deferred Convertible Ordinary Shares in issue. Under the terms of the One51 Deferred Convertible Share Plan 2007, employees were issued Deferred Convertible Ordinary Shares which, under their terms, would conditionally convert into Existing Ordinary Shares on the attainment of prescribed financial performance targets and the completion of length of service requirements. The Company does not propose to continue to operate that plan. All of the outstanding Deferred Convertible Ordinary Shares are now held by the One51 Employee Benefit Trust, and none of the Deferred Convertible Shares currently outstanding remains convertible into Ordinary Shares. 2. Capital Reorganisation It is proposed to implement the Capital Reorganisation in two steps: the Subdivision and the Capital Reduction. Shareholders should note that their proportionate interests in the issued Ordinary Shares of the Company will remain unchanged as a result of the Capital Reorganisation. Except for the change in nominal value, the rights attaching to the New Ordinary Shares (including voting and dividend rights and rights on a return of capital) arising on the Subdivision will be identical in all respects to those attaching to the Existing Ordinary Shares prevailing at the date of this Circular. Nor will there be any change in the number of Ordinary Shares in issue as a consequence of the Capital Reduction. The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. Subdivision Under the Subdivision, each of the Company s Existing Ordinary Shares will be sub-divided into one New Ordinary Share of 0.01 nominal value and one Deferred Share of 0.99 nominal value. The nominal value of the Existing Ordinary Shares is 1.00 each. Based on the grey market trading price published on the Latest Practicable Date, the market price per Existing Ordinary Share was Irish company law precludes the Company from issuing any shares at a price below their nominal value. Accordingly, in order to ensure that, in future, the Company is in a position to issue shares on market terms, it is proposed to effect the Subdivision. The Deferred Shares created on the Subdivision becoming effective will have effectively no economic value and it is proposed that, subject to the confirmation of the High Court, the Deferred Shares will be cancelled in the Capital Reduction. In this respect, the Subdivision will also facilitate the Capital Reduction. The Subdivision will also allow the Company the ability to issue new Ordinary Shares on exercise of those options granted by the Company with an exercise price lower than the existing nominal value of an Ordinary Share. In December 2012 and January 2013, the Company granted to employees options over 5,242,994 Ordinary Shares with an exercise price of 0.20 per share. The options were granted subject to a pre-vesting share price target of 0.22 which has since been met. Capital Reduction In order to eliminate the accumulated deficit on the Company s profit and loss account and create distributable reserves, the Company proposes, subject to the approval of Shareholders at the EGM and the confirmation of the High Court, to carry out the Capital Reduction. Under the Capital Reduction, it is proposed that the Company will cancel, with the consent of the High Court, all of the Deferred Shares created on the Subdivision, the Deferred Convertible Ordinary Shares and approximately million of the share premium account of the Company. If approved by Shareholders at the EGM and by the High Court, the combined effect of the cancellation of the Deferred Shares, the Deferred Convertible Ordinary Shares and part of the amount standing to the credit of the share premium account will be to eliminate the deficit on the Company s profit and loss account and create positive distributable reserves which should enable the Company to pay dividends (and/or redeem or purchase its own shares) when permitted and when the Board considers it appropriate to do so. Further details of the Subdivision and the Capital Reduction are set out in the notes to the resolutions in Appendix 1 to this Circular. 7

8 3. General authority to allot shares and limited dis-application of pre-emption rights The purpose of the Share Capital Resolutions (set out at Resolutions 3 and 4 of the Notice of EGM) is to seek renewal of the Directors limited authority to allot shares, and limited authority to allot shares for cash without first offering them to existing shareholders. The Company seeks to renew these authorities annually. The authorities were most recently renewed at the annual general meeting of the Company held in 2012 and expired at the conclusion of this year s Annual General Meeting. The Directors have currently no intention to issue shares or other securities pursuant to these authorities. The Directors authority to allot and issue relevant securities (essentially Ordinary Shares in the Company) would, under Resolution 3, be limited to the allotment of up to an aggregate amount of 417,366 in nominal value of relevant securities (being equivalent to approximately one third of the nominal value of the Company s issued ordinary share capital following the Subdivision). Generally, Irish company law requires that, if the Directors were to allot new ordinary shares or other equity securities for cash (other than in connection with an employee share scheme), those shares or securities must first be offered to shareholders in proportion to their existing holdings. Under Resolution 4, the Directors would be authorised to allot new equity securities for cash (pursuant to the authority given by Resolution 3) other than in accordance with such statutory pre-emption rights on a limited basis either in connection with a rights issue or other pro rata offer of equity securities to shareholders or on an issue of equity securities for cash up to an aggregate nominal value of 62,605 (representing approximately 5% of the Company s issued ordinary share capital following the Subdivision). These limited allotment authorities are in line with corporate governance guidelines. Further details of the Share Capital Authorities are set out in the notes to the resolutions in Appendix 1 to this Circular. 4. Actions to be taken Your participation at the EGM is important for the Company, and I would encourage every shareholder to take part, either by attending the EGM or (if you are not able to attend) by casting your vote by proxy. You will find a Form of Proxy accompanying this Circular for use in connection with the EGM. The Form of Proxy should be completed and returned as soon as possible to our Registrars, Computershare, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than 9.30 a.m. on Sunday, 15th December The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the EGM. Recommendation The Board believes that the Resolutions as set out in the notice of the EGM are in the best interests of the Company and its Shareholders as a whole, and the Board recommends that you vote in favour of these Resolutions, as the Directors intend to do in respect of their own shareholdings in the Company. Yours faithfully Denis Cregan Chairman 8

9 APPENDIX 1 Notes on the Resolutions The Proposals involve a number of elements which require the approval of the Shareholders and, for that purpose, the Directors are convening the EGM, at which the following Resolutions will be proposed: Resolution 1 - Subdivision The nominal value of each of the Existing Ordinary Shares is This exceeds the market price per Existing Ordinary Share (of 0.60 based on the grey market trading price published on 19 November 2013, the Latest Practicable Date). Irish law provides that shares may not be issued at a discount to their nominal value. Accordingly, in order for the Company to be able to issue new ordinary shares on market terms in future, it must reduce the nominal value of the Existing Ordinary Shares. Pursuant to the proposed Subdivision, each Existing Ordinary Share, subject to the passing of Resolution 1, will be subdivided into one New Ordinary Share and one Deferred Share. Each Shareholder s proportionate interest in the issued Existing Ordinary Shares of the Company will remain unchanged as a result of the Subdivision. Except for the change in nominal value, the rights attaching to the New Ordinary Shares (including voting and dividend rights and rights on return of capital) will be identical in all respects to those attaching to the Existing Ordinary Shares prevailing at the date of this Circular. No new share certificates will be issued in respect of the New Ordinary Shares, and existing share certificates for Existing Ordinary Shares will remain valid. The Deferred Shares created on the Subdivision becoming effective will have no voting or dividend rights. On a return of capital on a winding up of the Company, holders of Deferred Shares will have the right to receive the amount paid up thereon only after holders of New Ordinary Shares have received an amount equal to the amount paid up on each of the New Ordinary Shares held by them plus 10 million per New Ordinary Share, the purpose of which is to ensure that the Deferred Shares have no economic value. Resolution 1 will, if passed, effect the Subdivision and alter the Articles of Association to provide for the rights of the Deferred Shares. By Resolution 2, the Company is also seeking shareholder approval, subject to the confirmation of the High Court, to reduce the capital of the Company by way of, inter alia, a cancellation of the Deferred Shares resulting from the Subdivision. While Resolution 2 (Capital Reduction) is conditional upon the Subdivision resolution being passed and becoming effective, the Subdivision is not conditional upon Resolution 2 being passed and the Subdivision may, accordingly, be implemented in accordance with its terms irrespective of whether the Capital Reduction is approved or becomes effective. The Subdivision, if approved, will be effective at 8.00 a.m. on 19 December 2013 and would be made by reference to holdings of Existing Ordinary Shares on the register of members of the Company as at 6.00 p.m. on 18 December These times and dates may however be adjusted by the Directors in their discretion in which event details of the new times and dates will be notified by way of an announcement on the Company s website Resolution 1 is a special resolution requiring the approval by 75% of the votes cast by shareholders voting in person or by proxy at the EGM. Resolution 2 - Capital Reduction As at 30 September 2013, the Company had an accumulated deficit on its profit and loss account of approximately million. Until such time as that deficit is written off, the Company will be precluded from making any distributions. Under Irish company law, the Company may only make distributions to its shareholders (including by way of dividend or, subject to some exceptions, by purchase or redemption of the Company s own shares) out of its profits available for that purpose. Such profits are, broadly, the Company s accumulated realised profits as far as not previously utilised by distribution or capitalisation less its accumulated realised losses. These requirements are independent of whether or not the Company has sufficient cash to pay a dividend or to fund such a redemption or repurchase. The Company proposes, subject to the approval of the Shareholders at the EGM and the confirmation of the High Court, to cancel all of the Deferred Shares that result from the Subdivision, all of the Deferred Convertible Ordinary Shares and part of the share premium account in order to write-off accumulated losses and create distributable reserves. 9

10 If approved by Shareholders at the EGM and by the High Court, the combined effect of the Capital Reduction will be to eliminate the deficit on the Company s profit and loss account and create positive distributable reserves which should enable the Company to pay dividends (and/or redeem or purchase its own shares) when permitted and when the Board considers it appropriate to do so. For illustrative purposes only, based on the balance sheet of the Company as at 30 September 2013, the effect of the Subdivision and the Capital Reduction, if effective on 30 September 2013, would have been as follows: Capital and reserves (unaudited) As at 30 September 2013 ( 000) Pro forma after the Subdivision ( 000) Pro forma after the Capital Reduction ( 000) Called up share capital Ordinary Shares of 1 each 125, Ordinary Shares of 0.01 each - 1,252 1,252 Deferred Shares of 0.99 each - 123,958 - Deferred Convertible Ordinary Shares of 1 each 1,467 1,467 - Share premium 261, ,314 62,136 Other reserves 4,224 4,224 4,224 Retained earnings Realised losses (309,603) (309,603) - Unrealised gains (non distributable) 31,565 31,565 31,565 Realised gains (distributable) ,000 Equity 114, , ,177 Shareholders should note that the above illustration is unaudited and shows the pro forma effect as at 30 September 2013 of the Capital Reduction on the balance sheet of the Company only, takes no account of any subsequent earnings and losses, and will differ from the consolidated balance sheet of the Group. The Capital Reduction will not affect the reserve balances of any entity within the Group other than the Company. Cancellation of Deferred Shares: As explained above, the Company is also proposing to cancel the Deferred Shares arising on the Subdivision. Based on the number of Existing Ordinary Shares in issue on the Latest Practicable Date, the aggregate nominal value of the Deferred Shares arising on the Subdivision will be approximately million. Cancellation of Deferred Convertible Ordinary Shares: The Company also proposes to cancel the Deferred Convertible Ordinary Shares in issue. Under the terms of the One51 Deferred Convertible Share Plan 2007, employees were issued Deferred Convertible Ordinary Shares which, under their terms, would conditionally convert into Existing Ordinary Shares on the attainment of prescribed financial performance targets and the completion of length of service requirements. The Deferred Convertible Ordinary Shares are not entitled to receive notice of, or to attend or vote at, general meetings of the Company. In the event of liquidation, dissolution, winding up or other return of capital to shareholders, the entitlement of the holders of the Deferred Convertible Ordinary Shares to receive any amount in respect of the shares is limited to the amount paid up on those shares. None of the Deferred Convertible Ordinary Shares currently outstanding remains convertible into Ordinary Shares. All of the outstanding Deferred Convertible Ordinary Shares are held by the One51 Employee Benefit Trust. As the Company does not propose to continue to operate the One51 Deferred Convertible Share Plan 2007, and in order to simplify the Company s capital structure as part of the Capital Reorganisation, the Company proposes to cancel all of the Deferred Convertible Ordinary Shares in issue without payment of any consideration. Consent to the proposed cancellation of the Deferred Convertible Ordinary Shares on this basis has been received from the One51 Employee Benefit Trust as the holder of each class of those shares. Cancellation of share premium: At 30 September 2013, there was approximately million standing to the credit of the Company s share premium account. The share premium account is a non-distributable reserve and the Company is therefore unable to use the amount standing to the credit of that account for the purpose of, inter alia, making distributions to shareholders. However, Irish company law does permit the Company (subject to the approval of shareholders and the consent of the High Court) to cancel all or part of its share premium account and credit the resulting sum to the Company s profit and loss account. 10

11 Effect of the Capital Reduction: There will be no change in the number of Ordinary Shares in issue as a consequence of the Capital Reduction. The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. Dividend policy following the Capital Reduction: While the Board is not currently contemplating the payment of a dividend to shareholders (or the redemption or repurchase of shares), the Board believes that it is in the best interests of shareholders to enable the Company to have greater flexibility in this respect. The making of any future distribution to shareholders will be dependent on the Company having sufficient distributable reserves at the time, and would also be dependent on financial performance and the Board s assessment at the time of the Company s interests. Risks and uncertainties: No guarantee can be given that the High Court will confirm the Capital Reduction. In order for the Capital Reduction to become effective, the court order confirming the cancellation must be filed with the Registrar of Companies in Ireland. Prior to confirming the Capital Reduction, the High Court will need to be satisfied that the creditors of the Company at the effective date are not prejudiced by the Capital Reduction. The Company intends to put in place such form of creditor protection as is appropriate to satisfy the High Court in this regard. The Board reserves the right not to pursue an application for an order confirming the Capital Reduction if it appears that the creditor protection which would be required by the High Court would be unduly onerous or otherwise contrary to the interests of the Company. Accordingly, Resolution 2 proposes, subject to the confirmation of the High Court, to cancel the Deferred Shares, the Deferred Convertible Ordinary Shares and to reduce the share premium account of the Company by approximately million. Pursuant to Resolution 2, the reserve resulting from the cancellation of the Deferred Shares and the Deferred Convertible Ordinary Shares and the reduction of the share premium account will be applied towards eliminating permanent losses and creating profits available for distribution, as defined by Irish company law. Resolution 2, when effective, would also amend the Company s Articles of Association to reflect the changes to the Company s authorised share capital consequent upon the Capital Reduction and to delete the then redundant references in the Articles of Association to the Deferred Shares and the Deferred Convertible Ordinary Shares. Resolution 2 is conditional upon Resolution 1 (Subdivision) being passed. Resolution 2 is a special resolution requiring the approval by 75% of the votes cast by shareholders voting in person or by proxy at the AGM. If the Shareholders approve Resolutions 1 and 2 at the EGM, the Board intends to seek the High Court s confirmation of the Capital Reduction as soon as possible in early Resolution 3 Directors power to allot shares Shareholders are being asked to renew the Directors authority to allot and issue relevant securities (essentially New Ordinary Shares in the Company, if Resolution 1 (Subdivision) is passed and becomes effective). In line with corporate governance best practice, this authority will be limited to the allotment of up to an aggregate amount of 417,366 in nominal value of relevant securities (being approximately one third of the nominal value of the Company s issued ordinary share capital as at the Latest Practicable Date, assuming the Subdivision had been effective at that date). If adopted, this authority will expire on the earlier of the close of business on 17 March 2015 and the date of the annual general meeting of the Company in Resolution 3 is conditional upon Resolution 1 (Subdivision) being passed and becoming effective. Resolution 4 Dis-application of pre-emption rights Shareholders are also being asked to renew the Directors authority to dis-apply statutory pre-emption provisions in the event of a rights issue or other pro rata offer of equity securities to shareholders or other issue of equity securities for cash up to an aggregate nominal value of 62,605 (representing approximately 5% of the Company s issued ordinary share capital as at the Latest Practicable Date, assuming the Subdivision had been effective at that date). If adopted, this authority will expire on the earlier of the close of business on 17 March 2015 and the date of the Annual General Meeting of the Company in Resolution 4 is conditional upon both Resolutions 1 (Subdivision) and 3 (Director s Power to allot shares) being passed and becoming effective. Resolution 4 is a special resolution requiring the approval by 75% of the votes cast by shareholders voting in person or by proxy at the EGM. 11

12 ONE FIFTY ONE PUBLIC LIMITED COMPANY (the Company ) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at the Radisson Blu Royal Hotel, Golden Lane, Dublin 8, Ireland on 17 December 2013 at 9.30 a.m. for the following purposes: Special Business:- 1. As a special resolution (Resolution 1) That, with effect from 8.00 a.m. on 19 December 2013 or such other time and date as the Directors may determine and publish on the Company s website: (a) (b) (c) each of the existing Ordinary Shares of 1.00 each (the Existing Ordinary Shares ) in the capital of the Company in issue immediately prior to this resolution becoming effective be subdivided and converted into one Ordinary Share of 0.01 (a New Ordinary Share ), having the same rights and being subject to the same restrictions as previously attached to the Existing Ordinary Shares except as to nominal value, and one Deferred Share of 0.99 (a Deferred Share ) having the rights and being subject to the restrictions relating to the Deferred Shares set out in the articles of association as amended pursuant to paragraph (c) of this resolution; the authorised share capital of the Company be reduced from 230,000,000 to 155,209,741 by the cancellation of 74,790,259 Existing Ordinary Shares which have not been taken or agreed to be taken by any person and then increased to 155,957, by the creation of 74,790,259 New Ordinary Shares; and the Articles of Association of the Company be amended by: (i) inserting the following definition into Article 2(a): Deferred Shares means the Deferred Shares of 0.99 each in the capital of the Company; ; (ii) in Article 3(a), deleting the words: The Share Capital of the Company is 230,000,000 divided into 200,000,000 Ordinary Shares of 1.00 each (the Ordinary Shares ) and and replacing them with: The Share Capital of the Company is 155,957, divided into 200,000,000 Ordinary Shares of 0.01 each (the Ordinary Shares ), 125,209,741 Deferred Shares of 0.99 each (the Deferred Shares ) and ; (iii) inserting a new Article 3A as follows: 3A (a) Subject to the Acts, but notwithstanding any other provision of these Articles: the Deferred Shares (if any) shall: (i) (ii) (iii) not entitle the holders of them to receive notice of, to attend, to speak or to vote at any general meeting of the Company; not entitle the holders to receive any dividend or distribution declared, made or paid or any return of capital (save as provided in Article 3A(a)(iii)) and not entitle the holders to any further participation in the assets of the Company; on a return of assets on a winding up of the Company, entitle, subject to any special rights and priorities which may be attached to any other class of share for the time being or from time to time in the capital of the Company and after payment to the holders of the 12

13 Ordinary Shares of an amount of 10,000,000 per Ordinary Share, the holder thereof to repayment of the amount paid up on each Deferred Share held by such holder and the holders of the Deferred Shares shall not be entitled to any further participation in the assets or profits of the Company; (iv) (v) not entitle the holders to receive a share certificate in respect of their shareholdings, save as required by law; and not be transferable at any time other than with the prior written consent of the Directors; (b) (c) (d) the Company may at any time or times acquire all or any of the fully paid Deferred Shares otherwise than for valuable consideration in accordance with section 41(2) of the Companies (Amendment) Act 1983 and without the sanction of the holders thereof, and, in accordance with subsection (3) of section 43 of the Companies (Amendment) Act 1983, the Company shall, not later than three years after any such acquisition by it of Deferred Shares, cancel such shares (except those which it shall have previously disposed of) and, for the purpose of any such acquisition of Deferred Shares, the Company shall be deemed to have irrevocable authority from each holder of Deferred Shares to appoint any person to execute or give on behalf of such holder at any time a transfer of any Deferred Shares acquired or to be acquired by the Company for no consideration to the Company or such person or persons as the Company may determine; the rights attached to the Deferred Shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares, any amendment to or variation of the rights of any other class of shares of the Company, the Company reducing its share capital (including a reduction of capital by cancellation of the Deferred Shares or any of them without any repayment of capital in respect thereof) or the redemption, purchase or acquisition of any share, whether a Deferred Share or otherwise; and the Company shall have the irrevocable authority to cancel any Deferred Shares without obtaining the sanction of the holder or holders of the Deferred Shares and without making any payment to the holder or holders and such cancellation shall not be deemed to be a variation or abrogation of the rights attaching to the Deferred Shares. 2. As a special resolution (Resolution 2) That: (a) (b) subject to the passing of Resolution 1 and that resolution becoming effective and subject to the confirmation of the High Court, the share capital of the Company be reduced: (i) by cancelling and extinguishing all of the Deferred Shares of 0.99 each in the capital of the Company; (ii) by cancelling and extinguishing all of the Deferred Convertible Ordinary Shares of 1.00 each in the capital of the Company; and (iii) by cancelling 199,178,000 standing to the credit of the share premium account of the Company at the date of this Resolution; and subject to the reduction of the share capital of the Company described in paragraph (a) of this resolution becoming effective, the authorised share capital of the Company be reduced to 2,000,000 by the cancellation of all of the Convertible Shares (as defined in Article 3(a) of the Articles of Association of the Company) that have not been taken or agreed to be taken by any person and the Articles of Association of the Company be amended accordingly by: (i) deleting the definition of Deferred Shares inserted into Article 2(a) by Resolution 1 above; (ii) deleting paragraph (a) of Article 3 and inserting a new paragraph (a) as follows: The Share Capital of the Company is 2,000,000 divided into 200,000,000 Ordinary Shares of 0.01 each (the Ordinary Shares ). ; 13

14 (iii) (iv) deleting paragraphs (b) to (e) inclusive of Article 3; and deleting Article 3A as inserted into the Articles by Resolution 1 above. 3. As an ordinary resolution (Resolution 3) That, subject to and conditional upon Resolution 1 being passed and becoming effective, the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 20 of the Companies (Amendment) Act 1983) up to an aggregate nominal amount of 417,366. The authority hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously renewed, varied or revoked by the Company in accordance with the provisions of the Companies (Amendment) Act 1983 save that the Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted or issued after this authority has expired and the Directors may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. 4. As a special resolution (Resolution 4) That, subject to and conditional upon Resolutions 1 and 3 being passed and becoming effective, the Directors be and they are hereby empowered, pursuant to Article 8(b) of the Articles of Association and sections 23 and 24(1) of the Companies (Amendment) Act 1983, to allot equity securities (as defined by section 23 of that Act) for cash pursuant to the authority conferred on the Directors by Resolution 3 above as if Sub-section 1 of section 23 of that Act did not apply to any such allotment provided that this power shall be limited to: (a) (b) the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) in connection with any offer of such securities open for a period fixed by the Directors by way of rights, open offer or otherwise to (i) ordinary shareholders where the equity securities are issued proportionately to the respective number of shares held by such ordinary shareholders and (ii) the holders of other equity securities (including without limitation any person entitled to options under any of the Company s share option schemes for the time being) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any regulatory, legal or practical problems in respect of overseas shareholders, fractional entitlements, treasury shares, record dates or otherwise (and for the avoidance of doubt, the Directors are hereby authorised to provide for any such exclusions or other arrangements as they may so deem to be necessary or expedient); and (otherwise than in pursuance of (a) above), the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) up to a maximum aggregate nominal value of 62,605. The power hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously revoked or renewed in accordance with the provisions of the Companies (Amendment) Act 1983, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. BY ORDER OF THE BOARD Registered Office: 151 Thomas Street Dublin 8 Susan Holburn Company Secretary Dated: 22 November

15 NOTES: 1. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting. 2. A form of proxy is enclosed with this notice. To be effective, the form of proxy, duly completed and signed, together with any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practicing in Ireland, must be deposited at the office of the Company s Registrars, Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland or by post to Computershare Investor Services (Ireland) Limited (at the above address) to arrive not later than 48 hours before the time appointed for the holding of the meeting, or any adjournment thereof. 3. In the case of a corporation, the form of proxy must be either executed under seal or signed on its behalf by an officer or attorney, duly authorised. 4. The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended) specifies that only those members registered in the register of members of the Company as at close of business on 15 December 2013 (or in the case of adjournment as at close of business on the day which falls two days prior to the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 15

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