Resolutions for Winding-up

1998-07-011998-07-17Insolvency Act 1986TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211,

At an Extraordinary General Meeting of the Company held at John Wilson Business Park, Whitstable, Kent, on 1st July 1998, the following Resolutions were duly passed, as Special Resolutions, as an Ordinary Resolution and as an Extraordinary Resolution respectively:   “That, pursuant to the Insolvency Act 1986, section 84, and to take effect simultaneously with the passing of Resolutions 3, 4 and 5 below, the Company be wound up voluntarily, and that, conditional upon the passing of Resolution 1 above, Stephen Rout, of Stephen Rout and Co., be and is hereby appointed as Liquidator (the “Liquidator”) for the purpose of winding-up the Company’s affairs and distributing its assets pursuant to section 91 of the Insolvency Act 1986, and that, pursuant to and in accordance with section 110 of the Insolvency Act 1986 (and in particular section 110(2)), the Liquidator be and is hereby authorised on behalf of the Company to enter into and carry out the terms of the proposed purchase contracts between (1) the Company and (2) each of White Horse Press Limited and Parrett and Neves Investments Limited, drafts of which contracts are to be produced to the Extraordinary General Meeting. That, Article 15 of the Articles of Association of the Company be amended by inserting at the end of the second sentence of Article 15 the following additional words: “save that, in the event of a distribution by a Liquidator of the Company of shares, policies or like interests in any other Company or Companies (“Transferee Companies”) to which assets of the Company have been transferred pursuant to section 110 of the Insolvency Act 1986 (or any re-enactment or amendment thereof), the Liquidator may satisfy the rights of the holders of the Preference Shares to a return of Capital by the distribution of preference or other shares issued by such Transferee Companies pro rata in any other proportions approved by Extraordinary Resolution of the holders of the Preference Shares, provided that, in the opinion of the Liquidator, the holders of the Preference Shares would not be materially prejudiced thereby”. That, to take effect simultaneously with the passing of Resolution 2 above, the Liquidator is hereby authorised to exercise the powers conferred on him by Article 162 of the Company’s Articles of Association.”