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
following resolutions:
1.1 a resolution to re-elect Mr AG Liston;
1.2 a resolution to re-appoint Menzies, Chartered Accounts as
Auditors of the Company;
1.3 a resolution to amend the Warrant Exercise Price of the
Warrant Instrument 2000;
1.4 a resolution to amend the Warrant Exercise Price of the
Warrant Instrument 2005;
1.5 a resolution to amend the Warrant Exercise Price of the
Warrant Instrument 2010;
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 electronically;
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 financial year.
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
Chairman
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
END