22 April 2015 Ganapati Plc ("GPP") or "the Company") Notice of General Meeting and Allotment of 4 New Existing Ordinary Shares Ganapati Plc today announces a Notice of General Meeting has been sent to shareholders to be held at the office of Alexander David Securities Limited at 49 Queen Victoria Street, London, EC4N 4SA on Friday 24 April 2015 at short notice at 5:30 pm. At the General Meeting the shareholders shall consider two resolutions. The first resolution, which is a Special resolution, proposes that the Existing Ordinary Shares of GB£0.01 will be consolidated on the basis of one (1) New Ordinary Share of GB£0.08 each for every eight (8) Existing Ordinary Shares in order to effect the Proposed Consolidation. The second resolution, which is a Ordinary resolution, proposes to implement a share option scheme for the benefit of the Company's executive Directors and employees to incentivise persons in the employment of the Company or any subsidiary of the Company. The Board of the Company also wishes to announce that in order to facilitate the Proposed Consolidation it was necessary for the Company to allot four (4) new Existing Ordinary Shares ("the Rounding Share") to David Alexander Hill Scott with immediate effect. The reason for the allotment was to reduce the effect of fractional entitlements to ensure the total number of Existing Ordinary Shares in issue is divisible by eight (8) ("the Rounding Share"). Following the allotment, the issued share capital of the Company will increase to 25,531,712 ordinary shares of 1 pence each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules. The following parties have an interest of more than 3% in the shares of the Company: Name Number of shares Percentage holdings HLMS Inc. 20,000,000 78.33% Equity Midas Inc. 4,913,148 19.24% Details of the full notice of meeting are set out below: Company Number: 08807827 GANAPATI PLC NOTICE OF GENERAL MEETING Notice is hereby given that the General Meeting of Ganapati plc (the "Company") will be held at the offices of Alexander David Securities Limited of 49 Queen Victoria Street, London, EC4N 4SA on Friday, 24 April 2015 at short notice at 5.30 pm to transact the following business, of which Resolution 1 will be proposed as a Special resolution and Resolution 2 as an Ordinary resolution: SPECIAL BUSINESS 1. THAT, a. all the issued existing ordinary shares of GB£ 0.01 each (each an " Existing Ordinary Share") that are in issue as at 5.00 pm on 24 April 2015 (the "Record Date") be consolidated into ordinary shares of GB£ 0.08 each (each a "New Ordinary Share") on the basis of one (1) New Ordinary Share for every eight (8) Existing Ordinary Shares held by shareholders on the Record Date provided that where such holding is not a multiple of eight (8) such excess shall be dealt with in the manner set out in sub paragraph (b) below; b. where as a result of the consolidation in paragraph (a) any shareholder would otherwise be entitled to a fraction of a New Ordinary Share, such fractions shall, so far as possible, be aggregated with the fractions of New Ordinary Shares to which other shareholders of the Company would otherwise be entitled and the Directors of the Company be authorised to sell (or appoint any other person to sell) for the benefit of the Company all the New Ordinary Shares arising from such conversion to retain the proceeds of sale for the benefit of the Company, and any Director of the Company (or any person appointed by the Directors of the Company) shall be authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares. 2. THAT, the Ganapati Plc Share Option Scheme Rules (the "Ganapati Plc Share Option Scheme Rules") (a copy of the rules of which having been produced to the meeting and initialled by the Chairman for the purpose of identification) be approved and that the Directors be authorised to do all such acts and things as may be necessary or expedient to give effect to the Ganapati Plc Share Option Scheme Rules including making such amendments and additions to the rules of the Ganapati Plc Share Option Scheme Rules prior to its implementation as they consider necessary or appropriate. BY ORDER OF THE BOARD Sandra Scott Secretary 22 April 2015 Registered Office: 30 Percy Street London W1T 2DB The directors of Ganapati PLC accept responsibility for this announcement. CORPORATE ADVISER AND CONTACT DETAILS: Alexander David Securities Limited David Scott - Chief Executive Officer Telephone: +44 (0) 20 7448 9820 49 Queen Victoria Street, London, EC4N 4SA
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