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Gmcircular-210213clean_finalTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the contents of this document and/or the action you should take, you should
immediately consult your stockbroker, bank manager, solicitor or other independent financial
advisor duly authorised under the Financial Services and Markets Act 2000 (as amended).
(incorporated and registered in England and Wales with registered number 02709891) 21 February 2013 To Shareholders Notice of General Meeting
Tricor plc (“Tricor” or the “Company”) announced on 20 February 2013 that it has successfully secured
£480,000 of new funding by way of three interest free loans (the “Loans”). Tricor will utilise the funds
raised by seeking investments in line with its approved investing policy and for working capital
purposes. The Company will seek to substantially implement its investing policy and apply for trading in
its ordinary shares of 0.001p each (“Ordinary Shares”) to resume on AIM before 28 March 2013, the
date on which otherwise the Ordinary Shares will be cancelled from trading on AIM altogether, six
months of suspension having passed.
The terms of the Loans are as follows:
• They are repayable at the discretion of the Company at any time within 2 years. • £400,000 of the Loans will be used to make investments in line with the Company’s investing policy and which will be secured against those investments. The Company has the right to transfer those investments to the relevant lenders at any time in full satisfaction of the £400,000. • The balance £80,000 Loan is unsecured and will be used for working capital. • The lenders will be issued with warrants to subscribe for, in aggregate, 88,100,000 Ordinary Shares (“Warrants”) that can be exercised at any time up until 31 December 2017 at an exercise price of 0.5 pence per share, subject, in part, to certain resolutions being passed at a general meeting as detailed below. • The Company shall convene a general meeting to seek authority for the directors to allot shares up to a nominal value of £10,000, further details of which are set out below. The Loans have been provided by three investors in the amounts and with the number of Warrants as set out below: Name of lender *Excludes approximately 0.1% of the Company’s issued share capital currently held by Landham Group
Background to and reasons for the Loans
In view of the fact that the Company had not implemented its investing policy within the time required by
the AIM Rules, trading in the Company’s ordinary shares was suspended on AIM on 28 September
2012. The Company therefore has until 27 March 2013, being six months later, to undertake a reverse
takeover transaction (as defined in the AIM Rules) or otherwise substantially implement its investing
policy in order to seek to restore trading on AIM and avoid a cancellation of its AIM admission
The Company has been seeking ways to implement its investing policy or to undertake a reverse
takeover and avoid cancellation from AIM. However, these efforts have been hindered by the financial
position of the Company and its liabilities, as well as the ongoing VAT tribunal with Her Majesty’s
Revenue and Customs (“HMRC”) and the AIM suspension. Therefore the directors proposed the
company voluntary arrangement (“CVA”), which was approved by creditors and shareholders last
month. This left the Company debt free, but with limited cash resources. The Company continues to
pursue its VAT claim with HMRC for monies owed to it, but the Company has no certainty as to whether
such claim will be successful or the timing of it. As with all creditors at the time of the CVA, any
liabilities with HMRC outstanding at that time will be settled by the CVA.
Meanwhile, the Board has been in negotiations with several parties with a view to securing funding
which, due to the factors set out above, has not previously been forthcoming. Whilst the CVA has
removed liabilities, the Company remains suspended on AIM with very little cash resources to ensure it
can continue as a going concern, let alone to seek to implement its investing policy and lift the
suspension on AIM. Given the circumstances, the Board of Tricor is therefore pleased to have agreed
the Loans which, as well as providing working capital, will enable the Company to move forward such
that it will have sufficient resources to seek to substantially implement its investing policy and restore
trading on AIM before the cancellation date of 28 March 2013. Whilst the terms of the Loans include
Warrants which could significantly dilute existing shareholders of the Company, the Board considers
that in the circumstances the Company otherwise has little opportunity to secure the funding required
and seek to maintain the Company’s admission to AIM for the benefit of shareholders.
With the completion of the CVA, the Loans in place and the restoration of trading on AIM, the directors
believe they will be in a better position to focus on the Company’s investing policy and seeking further
funds to implement this, in order to create value and generate returns for shareholders in the long run.
This may include seeking to make a material acquisition in the short to medium term which will be
deemed a reverse takeover transaction under the AIM Rules, such that the Company would become an
operating business, should a suitable opportunity arise.
Notice of General Meeting
The terms of the Loans include the granting of the Warrants over 88,100,000 new Ordinary Shares.
The directors’ authority to allot shares under sections 551 and 561 of the Companies Act 2006 (the
“Act”), as approved at the general meeting of the Company held on 29 January 2013, was limited to
£1,000 nominal value (which equates to 100,000,000 Ordinary Shares). Currently, the Company does
not have sufficient headroom remaining to allot all of the shares resulting from the exercise of all the
Warrants due to subsequent share issues and can only allot a further 73,715,799 new Ordinary Shares.
It is therefore a term of the Loans that the Company convenes a general meeting to seek authority
pursuant to sections 551 and 561 of the Act to allot shares up to a nominal value of £10,000 (which
equates to 1,000,000,000 Ordinary Shares). Section 551 of the Act refers to the granting to the
directors of the Company of authority to allot new Ordinary Shares in the capital of the Company and
section 561 of the Act refers to dis-application of statutory pre-emption rights over new Ordinary
The increased authority to be sought will enable the directors not only to satisfy the exercise of the
Warrants in full, but also to have the headroom and flexibility to raise substantial funding by the issue of
Ordinary Shares that will not be subject to the statutory pre-emption procedures, as and when such
funding becomes available without undue delay and as may be required for future working capital
purposes and to make investments in line with the Company’s investing policy.
Accordingly, you will find enclosed with this letter a notice of general meeting (“General Meeting”) to be
held at 11.00am on 11 March 2013 at 120 Robinson Road, #13-02, Singapore 068913, Singapore. At
the General Meeting, resolutions will be proposed to seek the share authorities as described above
Shareholders should be aware that should they approve the Resolutions to be proposed at the general
meeting, the directors will have the authority to allot and issue significantly more Ordinary Shares in the
Company and the holders of Warrants will, assuming exercise of the Warrants in full and no other
issues of Ordinary Shares in the meantime, have the ability to acquire a significant aggregate
shareholding in the Company in excess of 50 per cent. of the as enlarged issued share capital, as set
out above. In addition, two of the lenders could each acquire over 30 per cent. of the as enlarged
issued share capital of the Company (assuming exercise of the Warrants in full and no other issues of
Ordinary Shares in the meantime). As the Company is admitted to AIM and its place of central
management and control is not deemed to be in the UK, Channel Islands or Isle or Man, it is not subject
to the UK City Code on Takeovers and Mergers (the “Code”) and the protections the Code affords to
shareholders. Therefore, the holders of Warrants would be able to exercise their Warrants, or the
Board may issue a substantial amount of new Ordinary Shares to new or present shareholders, such
that these shareholders may acquire a shareholding in excess of 30 per cent. of the Company without
having to make a general offer to all shareholders of the Company for all the remaining Ordinary Shares
in issue, as would be required by the Code when a person or persons acting in concert with them
acquires 30 per cent. or more of a Company’s issued share capital. Notwithstanding this, the directors
believe it is important that the Company has the flexibility afforded by the proposed authorities such that
it can execute its investing policy and seek to raise funds in a timely manner should they be required.
The Board of Tricor believes that the Loans and the issue of the Warrants are in the best interests of
the Company and shareholders as a whole in light of the factors set out above. Accordingly, the
directors of Tricor recommend that shareholders vote in favour of the Resolutions to be proposed at the
general meeting, as they intend to do in respect of their own beneficial shareholdings.
Action to be taken by Shareholders
Shareholders will find a form of proxy (“Form of Proxy”) enclosed for use at the General Meeting.
Whether or not you intend to be present at the General Meeting, you are requested to complete and
return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be
valid, completed Forms of Proxy must be received at the Company’s registrars, Capita Registrars at
PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 11:00 a.m. on 9 March 2013,
being 48 hours before the time appointed for holding the General Meeting. Completion of the Form of
Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.
Chan Fook Meng
28 DE MAYO DE 2004 A TODOS LOS EMPLEADOS Y ESTUDIANTES DEL CONSERVATORIO DE MÚSICA DE PUERTO RICO POLÍTICA INSTITUCIONAL SOB RE S EGU RIDAD INTRODUCCION El derecho estatal y federal vigente le impone a las instituciones educativas, la responsabilidad de ofrecer protección y seguridad a los miembros que componen la comunidad educativa. El Conservatorio de Música de Puerto Rico consciente del