Apr 2010 Financial News

Agostini’s Limited – Notice of Special Meeting of Shareholders

Apr 22, 2010

The following Notice of Special Meeting of Shareholders was received from Agostini’s Limited:

AGOSTINI’S LIMITED

NOTICE IS HEREBY GIVEN that a special meeting (“Special Meeting”) of the shareholders (“the Shareholders”) of Agostini’s Limited (“Agostini’s”) will be held at Crowne Plaza Hotel, Wrightson Road, Port-of-Spain on Wednesday 12 May 2010 at 9.00 am for the purpose of considering and, if in agreement, passing the resolutions below, which authorise and approve the issuance to Victor E. Mouttet Limited of 29,526,008 new common shares in the capital of Agostini’s (“the Share Issuance”) as consideration for the following transactions:-

(1) The amalgamation (“SmithRob Transaction”) of Agostini Health Care Limited, a wholly owned subsidiary of Agostini’s, with Smith Robertson & Company Limited (“SmithRob”); and,

(2) The amalgamation (“SuperPharm Transaction”) of Agostini Retail Limited, a wholly owned subsidiary of Agostini’s, with SuperPharm Limited (“SuperPharm”).

(3) Agostini’s, Victor E. Mouttet Limited, SuperPharm and SmithRob shall enter into a Business Combination Agreement substantially in the form annexed hereto as “Appendix E” whereby the Share Issuance, the SmithRob Transaction and the SuperPharm Transaction and all other ancillary matters will be dealt with (“the Agreement”).

BE IT RESOLVED THAT:-

i) The issuance to Victor E. Mouttet Limited (“VEML”) of 29,526,008 new common shares (“the Share Issuance”) in the capital of Agostini’s Limited (“Agostini’s”), the
amalgamation of Smith Robertson & Company Limited (“SmithRob”) and Agostini
Health Care Limited (“the SmithRob Transaction”) and the amalgamation of SuperPharm Limited (“SuperPharm”) and Agostini Retail Limited (“the SuperPharm Transaction”) as described herein and set out in the accompanying Circular to Shareholders and in the Business Combination Agreement to be entered into among Agostini’s, VEML, SmithRob and SuperPharm (“the Agreement”) are hereby authorised and approved;

ii) The Agreement and all transactions contemplated therein and in the Schedules thereto as the Board of Directors of Agostini’s may from time to time approve are hereby authorised and approved;

iii) Any two Directors or two executive officers (each an “Authorised Signatory”) of Agostini’s are hereby authorised and directed, for and on behalf of Agostini’s:

(a) to negotiate the Agreement and all other documents necessary to give effect to the Agreement;

(b) to execute and deliver the Agreement and all changes, amendments and supplements thereto as any Authorised Signatory shall approve, the execution thereof to be conclusive evidence of such approval; and

(c) to enter into, execute, deliver and perform any and all other agreements, amendments, consents, certificates, instruments, documents, notices, requests, directions, approvals, instructions and other communications and to take any and all such other actions as such Authorised Signatory may determine to be required by, or otherwise necessary, appropriate or desirable in connection with any of the matters contemplated by the preceding resolutions.

iv) Pursuant to the Share Issuance, the Secretary and any Director of Agostini’s are hereby duly authorised and directed to, upon completion of the SmithRob transaction and the SuperPharm transaction to issue and seal share certificates for the issued shares in Agostini’s to VEML.


Source:
The Trinidad and Tobago Stock Exchange Limited
Thursday April 22, 2010