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EZYBONDS (UK) PLC - Notice of AGM

Date : 12/04/2012 @ 3:40PM
Source : PR Newswire (US)

EZYBONDS (UK) PLC - Notice of AGM

EZYBONDS (UK) PLC - Notice of AGM
                               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

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