EZYBONDS (UK) PLC
("Ezybonds (UK)" or the "Company")
NOTICE OF ANNUAL GENERAL MEETING
The Company confirms that it has today dispatched notice to its shareholders to
convene an Annual General Meeting of the Company (the "AGM"). The AGM will be
held at 11.00 am (Australian Eastern Standard Time) on Friday 28 December 2012
at 510 Olive Street, Albury, New South Wales, Australia.
At the AGM the shareholders will consider and, if thought fit, pass the
1.1 a resolution to re-elect Mr AG Liston;
1.2 a resolution to re-appoint Menzies, Chartered Accounts as Auditors of the
1.3 a resolution to amend the Warrant Exercise Price of the Warrant Instrument
1.4 a resolution to amend the Warrant Exercise Price of the Warrant Instrument
1.5 a resolution to amend the Warrant Exercise Price of the Warrant Instrument
2.1 a resolution to grant the Directors of the Company authority to issue
shares pursuant to section 549 of the Companies Act 2006;
2.2 a resolution to conduct a subdivision of the Company's shares;
2.3 a resolution to grant 250,000 fully paid shares to Mr P.Pryor.
2.4 a resolution to grant 250,000 fully paid shares to Mr A.liston
2.5 a resolution to grant 250,000 fully paid shares to Mr S.McShane
2.6 a resolution to permit the Company to send information to shareholders
2.7 a resolution to adopt new Articles of Association;
2.8 a resolution to obtain a waiver of pre-emption rights pursuant to section
569 of the Companies Act 2006.
Ezybonds Uk Plc
2012 Chairman's Statement
The last 12 months has seen the continual development of the Ezybonds
multi-currency payment system. While integration has continued with merchants,
the Directors acknowledge the delays in the implementation phase. However, the
Directors are advised that the payments system is now operating successfully,
and that a number of EzyBonds merchants are now integrating with the Ezybonds
payment Platform. The Board of Directors are optimistic there will be
significant rollout of the EzyBonds processes in the 1st quarter of the new
This year the unaudited Group turnover is £219,114. The Group has reported an
operating profit of £42k, which compares favourably to the net loss in 2011 of
£41k. These figures are unaudited at the time of this report due to a change in
accounting period which was advised to the market on the 13th November 2012.
The results for the 18 month period ended 31 December 2012 will be released to
the market by 31st March 2013.
At a meeting of warrant holders held on the 23rd March 2012, it was agreed to
extend the exercise date of the PLUS-quoted warrants from 30 March 2012 to 30
September 2012. At a subsequent General Meeting held on the 14th September
2012, it was agreed to extend the warrant exercise date to 30th March 2013.
In November 2012, the Directors announced that they completed a placement with
Ezybonds Inc to raise GBP480,000 by way of the issue of 4,800,000 fully paid
ordinary shares at an issue price of 10 pence per share and 4,800,000 free
warrants, each warrant exercisable at 10 pence and expiring 31 March 2013.
On the 25th June 2012, Ezybonds Inc and Ezypromotions Limited executed a
variation to the Royalty Agreement to the effect that the Royalty is increased
from 50% to 60%, for a consideration of 50,000,000 fully paid ordinary shares
in the Company.
Also in November 2012, the Directors advised that Priority One Network Group
("Priority One") will acquire 37,000,000 shares in the Company, with the
consideration been Aud$1,750,000 in cash, and the balance constituting
12,962,357 shares in priority One. This arrangement is conditional upon
Priority One's shares been listed on the Australian Securities Exchange which
they have advised should be completed prior to March 2013. Your Directors will
advise you of any updates to this arrangement.
The Articles of Association of the Company require that one third of the
Directors are re-elected at the Annual General Meeting. This year Mr Anthony
Liston is due to retire from the Board according to this requirement. Mr
Anthony Liston has also nominated himself for re-election. There were no other
nominations received by the Company.
During the past few months your Directors have conducted a review of the
administration of the Company. A number of options are currently under
discussion including a review as to whether the Company would benefit from a
move to another stock market such as AIM the junior market of the London Stock
Market. Further updates will be provided in due course if they are required.
Other administration changes include:-
* Share Division - resulting in reducing the nominal value of each fully paid
share from 10 pence to 1 penny, but not changing the number of shares on
issue, or the market value of the shares.
* Reducing the Warrant Exercise price.
* Updating the company's Articles of Association.
The Directors remain confident that the Ezybonds brand will continue to secure
a prominent place in the emerging global payments industry and continue to
provide cost effective and timely remittance of funds for its growing number of
merchants and clients.
Anthony G Liston
For more information please contact:
Anthony Liston, Ezybonds (UK) Limited +61 404 199 200
Sean McShane, Ezybonds (UK) Limited +18 172 718 169
Phillip Pryor, Ezybonds (UK) Limited +61 419 342 457
Katy Mitchell, WH Ireland Limited +44 161 832 2174