Dear Shareholder,
Please find attached a 2 week statutory notice of an Extraordinary
general Meeting of shareholders of City Windmills Ltd.
The purpose of the meeting is to approve the exchange of shares, on a
1 for 1 basis, between City Windmills Ltd. and City Windmills
(Suisse) SA, registered in the Canton of Vaud in Switzerland. City
Windmills (Suisse) SA is a base holding company enjoying favourable
and efficient taxable status of less than 10.5% on global income,
under certain conditions which it will of course seek to comply with.
The new shares are currently seeking an ISIN number, and in agreement
with the GXG Exchange in London, will become listed and free to trade
as the UK shares have been in the past, based on the mirrored
shareholding of the two companies.
The second resolution to be voted on at the meeting is to approve the
issuance of up to 200,000 shares at a price of Euro 5.00 per share.
This represents about 15% of the company post-money. The proceeds of
the issuance are to move the company into commercial mode, with the
prototype nearing completion and soon to undergo testing and
certification. The commercialisation of the company will include the
deployment of a web-sales platform for sales, initially in the USA,
setting up of the production with our partners UNICOR, and
establishing sales and marketing channels for our first product, a
small wind turbine for domestic household use.
While the share price of the offering is higher than the current
traded share price, the management believes that a valuation of
approx. Euro 6.6 million, post-money, is still undervaluing the
company and its sales potential, and indeed the sales forecasts
project a health revenue stream commencing 2H13.
You are all welcome to attend the EGM, or alternatively complete the
attached proxy, with your voting instructions, and forward to me (I
will on-forward to our share registrar in the UK, for the record).
Sincerely,
David Mapley
CEO,
pp City Windmills Ltd.
Folgender Text war noch im Anhang als pdf:
www.city-windmills.comCITY WINDMILLS LTD. Registered in England, Co. # 07195477 THAMES HOUSE, PORTSMOUTH ROAD ESHER, SURREY KT10 9AD UNITED KINGDOM
May 27th., 2013
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Directors of City Windmills Ltd., under Sec. 168 of the Companies Act 2006, do hereby give notice of an extraordinary general meeting of shareholders, to be held at the company’s Swiss office at 11.30am. on June 12th., 2013. The address is 10, Rue de la Croix d’Or, Geneva 1204.
The meeting is being convened for the purpose of seeking shareholder approval of the following resolutions :
To effect a share exchange of 1:1 with the ordinary shares of City Windmills (Suisse) SA
To approve a placement of shares up to Euro 1 million at a price of Euro 5.00 per share
The details of the proposed resolutions is set out in the Explanatory Statement that accompanies and forms part of the Notice of Meeting. The Directors recommend that you support the resolutions.
Yours sincerely,
City Windmills Ltd.
/s/ David Mapley
By Order of the Board,
David Mapley
Company Secretary &
Chief Executive Officer
A member entitled to attend and vote at the above meeting has the right to appoint a proxy or proxies to attend and vote in his place. A proxy need not be a member of the Company.
EXPLANATORY STATEMENT
Share Exchange
CW has worked with the Canton of Vaud in Switzerland, and its tax advisors, in order to establish a base holding company that enjoys comparative tax advantages and reflects that the company’s senior management is based in Switzerland.
The exchange of shares on a 1:1 basis will allow the listing of the company’s shares to be maintained on the Main Board of the GXG exchange, since the shareholding will be mirrored identically
The Swiss shares, of nominal value CHF 1.50, reflecting the current nominal value of GBP 1.00, will continue to trade on the GXG Exchange priced in Euros.
Euro 1 million placement
CW expects its small wind turbine prototype to be completed by end of June, and will commence certification and commercial roll-out, initially in the USA. To finance this commercial stage of the company, Euro 1 million will be raised to support the commercial activities such as marketing, sales, web-sales platform development, web development, personnel training, marketing material etc.. as well as production analysis and planning. The planned placement of approx. 15% ordinary share capital, working with brokers in the UK, Denmark and in Switzerland, is targetted at a price of Euro 5.00 per share, generating an after-money valuation of approx. Euro 6 million.
Schaun wir mal, schaun wir mal.....
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