Independent Media Support Group Announcements

RNS Number : 6950G Independent Media Support Group PLC 27 October 2008  
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For immediate release
27 October 2008
Independent Media Support Group Plc
Result of Annual General Meeting ("AGM")
Board Changes
 
Result of AGM
Independent Media Support Group Plc ("IMS"), the UK's leading independent provider of Media Access services (subtitling, audio description, signing and translation services), announces that at the AGM of the Company held earlier today the following resolutions were passed:

Resolution 3    To re-elect Jock Rumgay as a director of the Company with immediate effect.
 
Resolution 4    To receive and adopt the financial statements of the Company for the financial year ended 31 December 2007 and the reports of the directors and auditors thereon.
 
Resolution 5    To re-appoint HLB Vantis Audit as auditors of the Company and to authorise the directors to fix their remuneration.
 
Resolution 6    To authorise the directors to allot shares pursuant to section 80 Companies Act 1985.
 
Resolution 7    To disapply section 89(1) Companies Act 1985.

Resolution 8    To authorise the Company to make market purchases of its own shares. 

Resolution 9    To appoint Andrew Brode as a director of the Company with immediate effect.
 
Resolution 10    To appoint Paul Woods as a director of the Company with immediate effect.
 
Resolution 11    To appoint Paul Dudley as a director of the Company with immediate effect.
 
Resolution 13    To remove Mark Robinson as a director of the Company with immediate effect.

The following resolution was not passed:

Resolution 2    To re-elect Mark Robinson as a director of the Company with immediate effect.

The following resolutions were withdrawn with the consent of the meeting as John Reiss resigned immediately prior to the meeting with effect from the end of the meeting:

Resolution 1    To re-elect John Reiss as a director of the Company with immediate effect.

Resolution 12    To remove John Reiss as a director of the Company with immediate effect.
 
Board changes
Accordingly, John Reiss and Mark Robinson have ceased to be Directors of the Company with immediate effect. In addition, Andrew Brode, Paul Woods and Paul Dudley have been appointed as Directors of the Company with immediate effect.

The new composition of the board is as follows:

Andrew Brode        Chairman
Paul Woods            Non-executive Director
Paul Dudley           Non-executive Director
Jock Rumgay          Finance Director

New Directors
Andrew Stephen Brode (aged 68) is currently Chairman of AIM-traded RWS Holdings plc and a non-executive director of AIM-traded Vitesse Media plc. He is a chartered accountant and a former chief executive of Wolters Kluwer (UK) Plc, one of the UK's largest business-to-business information groups, between 1978 and 1990. In 1990, he led the management buy-out of the Eclipse Group, which was sold to Reed Elsevier in 2000. In 1995, he led the management buy-in of RWS Group Plc, the UK's largest technical translations group. He is also a non-executive director of a number of private equity-financed media companies. 

Andrew Brode has held the following directorships in companies or partnerships in the past five years:

Current:
Past: 
ACJV Limited
Sport First Plc
Ad-ex (Translations) Limited
zefa visual media g.m.b.h.
Axco Insurance Information Services Limited

Brooklet Limited

Business Hotline Publications Limited

Bybrook Limited

Chemical Translations Limited

Document Service Center g.m.b.h

Eclipse Translations Limited

Edgeworth King & Co. Limited

Epic Group PLC

Epic Performance Improvement Limited

European Law Translations Ltd

Mandis Information Services Limited

Plastics Translations Limited

Reading Room Limited

RWS (Overseas) Limited

RWS Group Limited

RWS Holdings Plc (formerly RWS Group Plc)

RWS Information Limited

RWS Translations Limited

The Language Services Limited

Trademark Searches Limited

Tributary Limited

Vitesse Media plc

Watertone Limited
Mr Brode was appointed to the board of Focus Central London Limited and its subsidiary Focus Quality Services Limited in March 1997. He remained a director until November 2001. The businesses were placed into members' voluntary liquidation in August 2001. There was no deficiency as regards either company.

Mr Brode was appointed to the board of directors of Prescom Publications Limited as a non-executive director on 20 May 1994. He represented 3i plc. On 16 March 2000, following trading difficulties, the company went into a creditors' voluntary liquidation. 3i was the largest creditor. The deficiency as regards creditors was £442,402.

Mr Brode was appointed to the board of Rage plc as a non-executive director on 21 November 1994. On 15 January 2003 the company went into administrative receivership. The deficiency as regards creditors was £6.12 million.

Mr Brode has no interest in the share capital of the Company.

Paul James Dudley (aged 36) is a Chartered Accountant and currently employed at Novus Capital Markets Ltd ("Novus"). Novus is an FSA regulated, independent financial services firm involved in equity trading and corporate broking. Prior to joining Novus, Paul spent a number of years as a director of corporate finance at W. H. Ireland Ltd, a stock broking firm where he was involved in a number of fundraisings, AIM Market flotations and advisory roles in connection to corporate finance transactions.

Before joining W. H. Ireland Ltd Paul was a director of corporate development for a private equity fund manager making primary investments in early and developing stage companies. He qualified with PricewaterhouseCoopers, where he worked in the Business Assurance department of the Banking and Capital Markets division. 

Paul Dudley has held the following directorships in companies or partnerships in the past five years:

Current:
Past: 
-
Cornhill Capital Ltd

Mr Dudley has no interest in the share capital of the Company.

Paul William Woods (aged 47) has experience in insurance and telecommunications businesses and now runs a private family property company. 

Paul Woods has held the following directorships in companies or partnerships in the past five years:

Current:
Past: 
W W Woods and Sons
Shipton Communications Pensions Trustees Ltd

Mr Woods has no interest in the share capital of the Company

There are no further details in relation to the above appointments of Messrs Brode, Dudley and Woods which require disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules.

Other Appointment

The Board also agreed to appoint Sylvia Sheridan with immediate effect as a full time consultant to the Company on terms and conditions to be agreed. As Sylvia has been a director of the Company within the prior 12 months, she is a related party for the purposes of the AIM Rules and accordingly, the proposed terms of her appointment as a consultant will be dealt with in strict accordance with AIM Rule 13. A further announcement will be made in due course.

Enquiries:
IMS
Andrew Brode

Tel: 020 7440 5400
Nominated Adviser
Beaumont Cornish Limited
Michael Cornish

Tel: 020 7628 3396
- ENDS -

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