Resolutions for Winding-up

2003-02-182003-02-252003-03-11Insolvency Act 1986TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk56873329
EDGAR 187 LIMITED

At an Extraordinary General Meeting of the above-named Company, duly convened, and held on 25 February 2003, the following Special Resolutions were passed: “That the Company be wound up voluntarily under the provisions of the Companies Acts 1985 to 1989 and the Insolvency Act 1986, and that John Phillip Walter Harlow and Kirankumar Mistry be appointed Liquidators of the Company with authority to act jointly and severally for the purposes of such winding-up; that the Liquidators be authorised pursuant to section 110 Insolvency Act 1986 to enter into on behalf of the Company and carry into effect an agreement with Edger 188 Limited for the sale to Edger 188 Limited by the Company of the entire issued share capital of Wright Bros. (Nottingham) Limited in consideration for the allotment to the Company for distribution to the holder of shares in the capital of the Company or (if the Liquidator shall so determine) direct to that Shareholder, of shares in Edger 188 Limited, such agreement to be in the form and to the effect of the draft agreement produced to the Meeting and intialled by David Wright for the purposes of identification (the “First Reconstruction Agreement”); that the Liquidators be authorised pursuant to section 110 Insolvency Act 1986 to enter into on behalf of the Company and carry into effect an agreement with Edger 189 Limited for the sale to Edger 189 Limited by the Company of its freehold property which the Company acquired on 18 February 2003 from Wright Bros. (Nottingham) Limited (the “Property”) in consideration for the allotment to the Company for distribution to the holders of shares in the capital of the Company or (if the Liquidators shall so determine) direct to that Shareholder, of shares in Edger 189 Limited and the assumption by Edger 189 Limited of the obligation to discharge the mortgage on the property, such agreement to be in the form and to the effect of the draft agreement produced to the Meeting and initialled by David Wright for the purposes of identification (“the Second Reconstruction Agreement”).” D Wright, Chairman