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For immediate release
04 May 2012
RusPetro plc ("RusPetro" or "the Company")
Notice of Annual General Meeting
RusPetro announces the publication of its Notice of Annual General Meeting ("the Notice") and advises that the Notice has been posted to the registered shareholders of the Company.
Registered shareholders have also been sent a Form of Proxy for the Annual General Meeting.
In accordance with Listing Rule 9.6.1, copies of the Notice of Annual General Meeting and a sample Form of Proxy have been submitted to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM.
The Annual General Meeting will be held at the offices of White & Case LLP at 5, Old Broad Street, London, EC2N 1DW, United Kingdom on Wednesday 6 June 2012 commencing at 2.00 p.m (UK time).
Patrick Handley / Natalia Erikssen, Brunswick
+44 207 404 5959
Investors / Analyst enquiries
Dominic Manley, RusPetro
+44 207 193 7863
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in the Company, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(incorporated and registered in England and Wales under company number 07817695)
Notice of the Annual General Meeting of the Company to be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m. is set out at the end of this circular.
Shareholders are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's registrars, Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 2.00 p.m. on 31 May 2012.
The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.
Christopher Clark
Donald Wolcott
Chief Executive Officer
Thomas Reed
Chief Financial Officer
Alexander Chistyakov
Executive Director
James McBurney
Non-Executive Director
Robert Jenkins
James Gerson
Joe Mach
Rolf Stomberg
Secretary and Registered Office
Adrian Harvey
First Floor
10 Dover Street
(incorporated and registered in England and Wales under company number 07817695)
Registered office: 10 Dover Street, London, W1S 4LQ
4 May 2012
Dear Shareholder
Annual General Meeting
I am pleased to be writing to you with details of our first Annual General Meeting which we are holding at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m. The notice convening the AGM is set out on page 5 of this document.
If you would like to vote on the resolutions but cannot attend the AGM, please complete the Form of Proxy enclosed with this document and return it to our registrars, Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. They must receive it by no later than 2.00 p.m. on 31 May 2012.
Explanatory notes on all the business to be considered at this year's AGM appear on page13 of this document. Resolutions 1 to 11 (inclusive) seek the necessary shareholder approvals by way of ordinary resolutions and resolutions 12 to 14 (inclusive) seek the necessary shareholder approvals by way of special resolutions.
Please note that as the first and extended accounting period of the Company will end on 31 December 2012, there are no accounts of the Company to be approved by shareholders at this year's AGM. Additionally, the Company is not required to prepare a directors' remuneration report for 2011. However, a copy of the 2011 annual accounts of the Company's subsidiary, RusPetro Holding Limited, shall be posted on the Company's website: www.ruspetro.com prior to the meeting.
In summary the shareholder authority sought includes:
· election of Donald Wolcott, Thomas Reed, Alexander Chistyakov, Christopher Clark, Robert Jenkins, James McBurney, James Gerson, Rolf Stomberg and Joe Mach as directors of the Company (the "Directors");
· renewal of the Directors authority to issue ordinary shares, or transfer ordinary shares from treasury, on a pre-emptive basis;
· authority to make market purchases of ordinary shares; and
· authority for the Company to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.
The directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
Action to be taken
Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, by not later than 2.00 p.m. on 31 May 2012. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the AGM in person if they wish to do so.
Yours faithfully
Christopher Clark CBE
Notice is hereby given that the Annual General Meeting (the "Meeting") of the Company will be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on 6 June 2012 at 2.00 p.m.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 11 will be proposed as ordinary resolution and resolutions 12 to 14 will be proposed as special resolutions.
Ordinary Business
1. THAT Donald Wolcott be elected as a director of the Company;
2. THAT Thomas Reed be elected as a director of the Company;
3. THAT Alexander Chistyakov be elected as a director of the Company;
4. THAT Christopher Clark be elected as a director of the Company;
5. THAT Robert Jenkins be elected as a director of the Company;
6. THAT James McBurney be elected as a director of the Company;
7. THAT James Gerson be elected as a director of the Company;
8. THAT Rolf Stomberg be elected as a director of the Company;
9. THAT Joe Mach be elected as a director of the Company;
10. THAT PricewaterhouseCoopers LLP be appointed as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the Directors be authorised to agree their remuneration.
Special Business
11. THAT the directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company:
(a) up to a maximum nominal amount of £11,112,716;
(b) comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £22,225,432 including within such limit any shares and rights to subscribe for or convert any security into shares allotted under paragraph (a) above) in connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise considers necessary, and so that the directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter
such authority to apply until the earlier of the conclusion of the Company's 2013 annual general meeting and 30 June 2013 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into share to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into share under any such offer or agreement as if the authority had not ended.
12. THAT conditional upon resolution 11 being passed, the directors be given power pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of Section 560 of the 2006 Act) for cash under the authority granted by such resolution, and/or where the allotment is treated as an allotment of equity securities under section 560(2)(b) of the Companies Act 2006 as if Section 561(1) of the 2006 Act did not apply to any such allotment, such power to be limited:
(a) To the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph 11(b), by way of a rights issue only):
(i) To ordinary shareholders in proportion (as nearly as may be practicable) to their existing shareholdings; and
(ii) To the holders of other equity securities, as required by the rights of those securities, or as the directors otherwise consider necessary
and so that the directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or other matter; and
(b) in the case of the authority granted under paragraph 11(b) of resolution 11 and/or in the case of a transfer of treasury shares which is treated as an allotment of equity securities under section 560(2)(b) of the Companies Act 2006, to the allotment (otherwise than under paragraph 12(a) of this resolution) of equity securities up to a nominal amount of £1,666,907.40,
such authority to expire at the conclusion of the next Annual General Meeting or, if earlier, the close of business on 30 June 2013, unless previously renewed, varied or revoked by the Company, save that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into share to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into share under any such offer or agreement as if the authority had not ended.
13. THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006 of ordinary shares of £0.10 each in the capital of the Company, subject to the following restrictions and provisions:
(a) The maximum number of ordinary shares hereby authorised to be purchased is 33,338,148;
(b) The minimum price which may be paid for any such ordinary share is £0.10;
(c) The maximum price, exclusive of expenses, which may be paid for any such ordinary share shall be the higher of (i) the amount equal to 105 per cent of the average of the closing middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the ordinary share is purchased and (ii) the amount stipulated by article 5(1) of the Buy-back and Stabilisation Regulations 2003 (in each case exclusive or expenses;) and
(d) The authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion of the next Annual General Meeting of the company to be held in 2013, or if earlier, the close of business on 30 June 2013 save in relation to purchases of ordinary shares the contract for which was concluded before the expiry of this authority and which will be executed wholly or partly after such expiry, where the company may make a purchase of ordinary shares in pursuance of such contract.
14. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days notice.
All previous unutilised authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and where such purchase has not yet been executed.
By Order of the Board
Adrian Harvey
Company Secretary
RusPetro plc
10 Dover Street, London,
Inspection of Documents
The following documents will be available for inspection at the registered office of the Company from 4 May 2012 until the time of the Meeting and will be available at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW for at least 15 minutes prior to the Meeting and during the Meeting:
● Copies of the service contracts of executive directors of the Company.
● Copies of the letters of appointment of the non‑executive directors of the Company.
● A copy of the principal terms of the auditor liability limitation agreement proposed to be entered into between the Company and PricewaterhouseCoopers LLP.
Entitlement to attend and vote
1. The right to attend and vote at the Meeting is determined by reference to the register of members. Only those members registered on the Company's register of members at:
(i) 6:00 pm on 31 May 2012; or,
(ii) if this Meeting is adjourned, at 6:00 pm on the day two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
2. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Publication of information in advance of Meeting
3. A copy of this notice and other information which the Company is required by section 311A of the Companies Act 2006 to publish in advance of the Meeting, can be accessed at www.ruspetro.com.
Attending in person
4. If you wish to attend the AGM in person, you are requested to bring your admittance pass (which is attached to the Form of Proxy) with you to the meeting. On arrival at the AGM venue, all those entitled to vote will be required to register. In order to facilitate these arrangements, please arrive at the AGM venue in good time and have your admittance pass to hand. You will be given instructions on how to complete your poll card/vote on a show of hands at the meeting.
Right to ask questions
5. At the Meeting the Company must cause to be answered any question that a member attending the Meeting asks relating to the business being dealt with at the Meeting in accordance with section 319A of the Companies Act 2006. However, no such answer need be given where:
(i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
(ii) the answer has already been given on a website in the form of an answer to a question; or
(iii) it is undesirable in the interests of the Company or the good order of the meeting that the question is answered.
Appointment of proxies
6. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
7. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
8. If you are not a member of the Company but you have been nominated by a member of the Company under section 146 of the Companies Act 2006 to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
9. A proxy does not need to be a member of the Company but must attend the Meeting in order to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
10. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy card.
Appointment of proxy using hard copy proxy form
11. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
12. To appoint a proxy using the proxy form, the form must be:
(i) completed and signed;
(ii) sent or delivered to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; and
(iii) received by Capita Registrars, together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority, no later than 2.00 p.m. on 31 May 2012.
13. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held buy the member will result in proxy appointments being invalid.
14. In the event that a poll is demanded at the meeting and such poll is taken more than 48 hours thereafter, this proxy form may be returned to Capita Registrars at the address in Note 12 so as to arrive not later than 24 hours before the time appointed for such poll. In the event that a poll is demanded at the meeting, and such poll is not taken forthwith but is taken less than 48 hours after the meeting, this form of proxy may be delivered at the meeting to the chairman or to the secretary or to a director.
15. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company, stating their capacity.
16. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Electronic appointment of proxies
17. As an alternative to completing the hard‑copy proxy form, you can appoint a proxy electronically by visiting www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by Capita Registrars no later than at least 48 hours before the Meeting or any adjournment thereof.
Appointment of proxies through CREST
18. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
19. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) no later than 2.00 p.m. on 31 May 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
20. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
21. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Corporate representatives
22. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Issued shares and total voting rights
23. As at 5.00 p.m. on 3 May 2012, being the last day prior to publication of this notice, the Company's issued share capital comprised 333,381,480 ordinary shares of £0.10 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on 3 May 2012 is 333,381,480.
24. The website referred to in Note 3 will include information on the number of shares and voting rights.
Website publication of audit concerns
25. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by either:
(i) a member or members having a right to vote at the Meeting and holding at least 5% of total voting rights of the Company; or
(ii) at least 100 members have a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital,
the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting.
26. Where the Company is required to publish such a statement on its website:
(i) it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;
(ii) it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website; and
(iii) the statement may be dealt with as part of the business of the Meeting.
27. The request must:
(i) either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; and
(ii) be received by the Company at least one week before the Meeting.
Nominated persons
28. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
(i) You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (the "Relevant Member") to be appointed or to have someone else appointed as a proxy for the Meeting.
(ii) If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
(iii) Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
29. Except as provided above, members who have general queries about the Meeting should contact the Company Secretary, Adrian Harvey use the following means of communication (no other methods of communication will be accepted):
(i) Telephone: +44 (0) 207 290 3106
(ii) Fax: +44 20 7290 3109
(iii) Email: [email protected]
Election of Directors (Resolution 1 to 9)
The Company's Articles of Association require that all newly appointed Directors retire at the first AGM following their appointment. None of the Directors have previously been appointed at a general meeting. At this AGM all of the Directors will retire and stand for election as Directors. Brief details of all the Directors appear on the Company's website at www.ruspetro.com. Christopher Clark, James McBurney, Robert Jenkins, Joe Mach and Rolf Stomberg are Non-Executive Directors whom the Board consider to be independent. Having considered the performance of and contribution made by each of the Directors standing for election the Board remains satisfied that the performance of each of the relevant Directors continues to be effective and to demonstrate commitment to the role and as such recommends their election.
Reappointment and remuneration of Auditors (Resolution 10)
Resolution 10 proposes the reappointment of PricewaterhouseCoopers LLP as Auditors of the Company and authorises the Directors to set their remuneration.
Directors' authority to allot securities (Resolution 11)
The Company's Directors may only allot Ordinary Shares or grants rights over Ordinary Shares if authorised to do so by shareholders. The authority granted at the last general meeting in December 2011 to allot relevant securities is due to expire at the conclusion of this year's AGM. Accordingly, this resolution seeks to grant a new authority under section 551 of the Companies Act 2006 to authorise the Directors to allot shares (including treasury shares) in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013.
If passed, of resolution 11(a) would give the Directors authority to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal value of £11,112,716 representing approximately one third (33.33%) of the Company's existing issued share capital (excluding shares held in treasury) and calculated as at 3 May 2012 (being the latest practicable date prior to publication of this notice). In accordance with the latest institutional guidelines issued by the Association of British Insurers ("ABI"), paragraph 11(b) of Resolution 11 if passed, would give the Directors authority to allot, including the shares referred to in paragraph 11(a) of Resolution 11, further of the Company's shares in connection with a pre-emptive offer by way of a rights issue to shareholders up to a maximum nominal amount of £22,225,432, representing approximately two thirds (66.67%) of the Company's existing issued share capital (excluding shares held in treasury) and calculated as at 3 May 2012 (being the latest practicable date prior to publication of this notice).
There is no present intention of exercising this authority. However, it is considered prudent to maintain the flexibility that this authority provides. If they do exercise the authority, the Directors intend to follow emerging best practice as regards its use (including as regards the Directors standing for re-election in certain cases), as recommended by the ABI. The Company's Directors intend to renew this authority annually.
Disapplication of pre-emption rights (Resolution 12)
Under section 561(1) of the Companies Act 2006, if the Directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. resolution 12 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the issue of shares for cash up to a maximum aggregate nominal value of £1,666,907.40 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which is equivalent to approximately 5 per cent of the Company's issued ordinary share capital as at 3 May 2012 (being the latest practicable date prior to publication of this notice). The Company undertakes to restrict its use of this authority to a maximum of 7.5 per cent of the Company's issued ordinary share capital in any three year period. Shareholders will note that this resolution also relates to treasury shares and will be proposed as a special resolution.
This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. If given, the authority will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013. The Company's Directors intend to renew this authority annually.
Authority to purchase own shares (Resolution 13)
In certain circumstances it may be advantageous for the Company to purchase its own shares and Resolution 13 seeks the authority from shareholders to continue to do so. Authority was given to the Company to make market purchases up to an aggregate of 27,000,000 of its Ordinary Shares at the general meeting held on 16 January 2012. This authority is due to expire at the end of the AGM and it is proposed that the Company be authorised to continue to make market purchases up to an aggregate of approximately 10 per cent of the Company's issued ordinary share capital as further described below. The directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and will be likely to promote the success of the Company for the benefit of its members as a whole. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority. Save to the extent purchased pursuant to the Companies Act 2006, any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly. The Company may hold in treasury any of its own shares that it purchases pursuant to the Companies Act 2006 and the authority conferred by this resolution. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares.
The proposed authority would be limited to purchase of up to 33,338,148 Ordinary Shares which is equal to approximately 10 per cent of the Company's issued ordinary share capital as at 3 May 2012 (being the latest practicable date prior to publication of this notice). The resolution specifies the maximum and minimum prices at which the Company's shares may be bought.
For information, as at 3 May 2012 (being the latest practicable date prior to publication of this notice) there were outstanding 10,362,632 awards and options to subscribe for Ordinary Shares, representing approximately 3.11 per cent of the Company's issued ordinary share capital (excluding treasury shares). If this authority was exercised in full, the awards and options would represent approximately 3.45 per cent of the Company's issued ordinary share capital (excluding treasury shares).
Resolution 13 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this authority will expire at the conclusion of the next AGM of the Company in 2013 or, if earlier, the close of business on 30 June 2013.
The Directors intend to seek renewal of this power at subsequent AGMs.
Authority to hold general meetings (other than annual general meetings on 14 clear days' notice (Resolution 14)
This Regulation is required to reflect the changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations"). The Shareholders' Rights Regulations require the notice period for general meetings of the Company to be 21 days unless shareholders approve a shorter period (which they can do for all meetings apart from annual general meetings), which cannot however be less than 14 clear days. The Company would like to be able to call general meetings (other than its annual general meeting) on 14 days' notice in common with other listed companies. In order to be able to do so the Company's shareholders must approve the calling of such meetings on 14 clear days' notice. Resolution 14 seeks such approval. One condition is that the Company offers a facility for shareholders to vote by electronic means and the Company undertakes to meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice. The other condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days. Therefore, if given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
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Nikki Sixx Dishes on Motley Crue's Vegas Invasion
In a perfect marriage of debauchery and rock 'n' roll, Motley Crue are set to play a string of dates in Las Vegas in February. Legendary Crue bassist and professional death-defier Nikki Sixx has been constantly sharing his excitement all over Facebook about the band's Vegas residency, calling it the "biggest production of the band's career."
Sixx gave an update to his legions of fans this morning (Jan. 11) via Motley Crue's official Facebook page:
We've been ironing out all the production details for the shows in Vegas at the Joint at the Hard Rock. This is the biggest production Motley Crue has ever done to date and everybody creatively is shooting for the moon. We can't wait to see the look on your faces when we unveil this monster to you guys in Feb….Good morning from Los Angeles. Have a kick ass day.
The 'Dr. Feelgood' bassist also posted an related message on his personal Facebook page:
I have had a lot of people ask me about the Vegas residency Motley Crue is doing in Feb. Just to clarify..It IS NOT just a rock show, it's an EXTRAVAGANZA.
Motley Crue will be blasting the roof off The Joint at Hard Rock Hotel & Casino Las Vegas with 12 shows from Feb. 3 through Feb. 19. So, get yourself to Sin City and experience Sixx and company in action.
And if you haven't already entered, Loudwire and Ultimate Classic Rock are giving away an all-inclusive, meet-and-greet package for two to see the Crue in Vegas. Enter below for your chance to win:

subset: commoncrawl


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Home > Regulation & Examinations > Bank Examinations > FDIC Enforcement Decisions and Orders
FDIC Enforcement Decisions and Orders
{{06-30-05 p.16419.1}}
In the Matter of
IT IS HEREBY ORDERED, that the Order of Suspension From Office and Prohibition From Further Participation and Notice of Hearing issued on August 6, 2004 pursuant to section 8(g) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. §1818(g), suspending Charles Kushner ("Respondent") from office and prohibiting Respondent from further participation in the conduct of the affairs of NorCrown Bank, Livingston, New Jersey and any other insured depository institution, agency or organization enumerated in section 8(e)(7) of the Act, 12 U.S.C. §1818(e)(7), without the prior written consent of the FDIC and any other appropriate Federal financial institutions regulatory agency, be, and hereby is, terminated.
Dated at Washington, D.C. this 20th day of April, 2005.
|Last Updated 9/25/2005


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Trailer: To Rome With Love
12:00 PM on 05.17.2012 // Matthew Razak@MatthewRazak
Midnight in Paris was my favorite film from last year. It blended just enough comedy, insight and philosophy into a film that it just hit me perfectly. It was also Woody Allen's best film in decades, and definitely the best film of his later career. Now he's back once more with To Rome With Love, which seems to be more in line with his quirky comedies than his thoughtful films.
In my opinion that's bad news. Allen's films are best when they're comedic, philosophical and dramatic. This one looks like it's just going for comedic. But this is the story of Allen's entire career. He'll put out a work of art that will always be a classic then churn out a plethora of lesser films in between. As far as his lesser films go this looks like it could actually be pretty charming. I mean if anyone is going to take the stuttering neurotic awkward guy role away from Allen it's going to be Jessie Eisenberg. In fact, even though I'm 100 percent positive that this won't be anywhere near as good as Midnight in Paris I'm definitely looking forward to this.
We've also got images and the poster in the gallery.
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Despite being pulled over for speeding in the morning, the teen singer was back to having fun in the afternoon to shoot 'As Long as You Love Me' music video.
Justin Bieber seemed undeterred by his recent speeding ticket. After a bad morning, the pop star was all smile when shooting the music video for his latest music video "As Long as You Love Me" in Los Angeles on Friday, July 6 afternoon.
The 18-year-old immersed himself in the work, shooting romantic scenes with a hot brunette who is not his girlfriend Selena Gomez. Bieber wrapped his arm around the pretty girl as they shared steamy kiss. He was later seen showcasing his dancing talent.
Bieber received support from fellow celebrities during the shoot. "My big bros @usherraymondiv @iamwill and @asherRoth all came thru the video shoot. #Believe," he tweeted. Rapper Big Sean will appear in the video, tweeting "@justinbieber gonna be a GOOD vid! Congrats boi."


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Stores »
An excellent idea! Dry off your wet shoes with this battery powered gadget.
You know those really hot sticky evening summer weddings where you can't figure out what to wear? Yeah yeah we've all been to one. Wear this.
We are a community of shoppers sharing our best finds from across the web.
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Wow! That is quite the Linux spirit going on there!, via RaspberryPi.org:
Eavesdropping on people mentioning Raspberry Pi on Twitter yesterday, I came across Paul Rainer von Habsburg (@RainerVonHabs, whom I shall refer to hereafter as Paul RvH), who was talking about his new tattoo. Here it is, courtesy of Now or Never Tattoos and Body Works – the various Linux/Android logos are the work of @ECHO1RTH and the Raspberry Pi logo is by @Johnnylemonz. Paul Beech (Paul B for the purposes of this post), who designed our logo, is bounding around with joy at the news; he has never seen a piece of his artwork in tattoo form before, and Paul RvH's new ankle decoration means Paul B now has something in common with Lucian Freud.
Paul RvH's tattooed logo is new and hasn't healed yet; note the glossiness. He will, I hope, share another picture when it's finished healing.
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The long wait paid off for Mad Men. Last night's Season 5 premiere of the AMC period drama averaged 3.5 million viewers. That was up 21% from Season 4's debut exactly 20 months ago and the series' largest audience ever. The fifth-season premiere posted series highs in all key demos. That includes adults 25-54, in which it delivered 1.7 million viewers, up 17% from the Season 4 opener; and adults 18-49 (1.6 million), up 30%. "Almost five years ago, with a focus on distinction and quality, AMC launched Mad Men as the first series in its commitment to original scripted dramatic television," said AMC president Charlie Collier. "Mad Men set the bar high and we are incredibly proud that it continues to engage audiences looking for unexpected, unconventional and uncompromising television." For the night, Mad Men was watched by a total of 4.4 million viewers in the premiere 9 PM airing and the 11 PM encore.
'Mad Men's Season Five Premiere Becomes AMC Series' Highest-Rated Episode Ever
48 Comments
I understand that financial considerations are part of the business but the number of commercial breaks during Mad Men was unbearable….
yes, a pity Matt gave into AMC's demand for carving out more of "MM's" time for increased commercial/promo time — clutter — and increased act breaks. Watching it "live" was a chore. Such a sad and marked contrast to the earliest "MM" seasons' viewing experiences.
The running time was not any shorter than any previous episode. And Mad Men's 'hours' are longer than any other regular program airing with commercials. So this is a 'perception vs. reality' issue.
But of course, it's always wisest to not watch 'live', so that you may fast forward through any and all commercials.
Last night's Mad Men wasn't anymore unbearable with commercial breaks than anything else run on cable. Maybe you thought this show was on HBO or Showtime since it was 20 minutes before the first break. How about all the breaks when watching college basketball? 1 minute of game equals 3 minutes of ads.
I don't get it. Probably the lamest acclaimed show in history. The only thing to be proud of here is that it's, thankfully, it's last season. The shark has officially been jumped.
There will be two more seasons after this one.
It's already been renewed for a sixth season and will likely conclude after a seventh.
If you can't even get your basic facts right, why would anybody value your opinion?
This ship has sailed. There's no way to sustain this house of cards.
And apparently you missed the boat.
You don't have to get it. And you don't have to watch!
As for me and other fans I'm thrilled it's back and more thrilled about future seasons. It wasn't my favorite episode, but even a mediocre Mad Men is better than nothing. Mood: Happy!
IMO the best show on TV…period. But last night's episode was a bit slow, and shows that Jon Hamm should stay in front of the camera, and not behind it.
jon hamm didn't direct last night's episode…he will direct next week's
Crap numbers compared to what WALKING DEAD does every week. AMC should do more comic book adaptations… as opposed to comic SHOP adaptations ("Comic Book Men").
I love Jessica Paré, teeth and all!
"Paid off"…not sure about that statement. It's more like, they had great numbers "in spite" of the long wait.
Sadly, this will embolden other networks to continue long hiatuses by saying, "Look at Mad Men season 5. The viewers will stick around."
Count yourself fortunate that they did, but do not think this model will apply to all shows.
Do you not remember the gaps between the Sopranos and The Wire seasons?
Another case of rising ratings thanks to the Netflixs effect.
i feel off after season 1 and then spent last week re-watching 1 and finished with an all day season 4 extravaganza (read as me alone in my place crying and being lonely).
I never would have gotten back into it if it wasnt for netflix
Worst episode of Mad Men ever. The bad Jane Birkin take-off, Don's strange grimaces throughout straight from a Hamm SNL performance, nothing really landing dramatically, and laugh-out-loud sound editing with clomping hollow footsteps that didn't match actual feet, incessant ringing phones etc. All of this time off, and this is what they come up with? Disappointed.
The sound mix was abysmal (we noticed the incessant phones and office SFX as well) but this was nowhere near the worst episode ever. Did it need to be 2 hours? Probably not, but it got more done than many of the previous episodes. If nothing else Roger was in rare form and Megan's reaction to the main characters' self absorption and pettiness was classic. The only part I hated was Jared Harris and the wallet. Creepy and not a plotline I'm interested in following.
Also – BONUS – no January Jones!!
sound/sound effects pretty bad-going on the cheap for their sound mix (production audio library of clacking shoes and typewriters…ugh!) a real tin-ear, hope they clean it up.
Agreed. I was bored to death and this is one of my fave shows.
I know, it wasn't NEARLY as action packed and evenful as a normal episode of Mad Men.
DVRed the show. Only watched the ads that interested me (and there were quite a few) and FFed through the rest.
The phones, the PHONES!! I don't understand how an ad agency with phones ringing off the hook is in financial trouble.
While the Season 5 premiere had some fantastic moments, the episode as a whole was disappointing. The characters, which were so carefully developed over four seasons to each have such a compelling depth of personality, too often took on a cartoonish quality. And the scenarios that played out sadly followed suit, with too many lines and scenes that ventured too far over the top.
Fans have been so enamored with this series not only because of the ingenious premise, the top-notch acting and consistent wit, but also largely due to its ability to remain true to life, while still delivering wonderfully entertaining stories, situations and drama. I hope that we aren't seeing the writers and actors fall into the trap of overplaying what people love. Hopefully this episode was just a byproduct of the long hiatus – the creative team's pent up ideas exploding on the screen way too loudly, too brightly and too comically (not in a good way). Maybe subsequent episodes will return to the subtle brilliance that made Mad Men such a gem.
Or to phrase that a different way: Please, for the love of all that is holy, no more "Zou Bisou Bisou".
Very astute comment. After the episode, all I could think, and for the first time ever with MAD MEN, was: the show has jumped the shark. It's a television miracle that MAD MEN has resisted self-consciousness for this long, especially given the crazy amount of attention and acclaim it's received (Let's face it, GLEE jumped after the mere 13th episode). This stamina made me hopeful for last night, but unfortunately I was left wanting. Style overruled substance, beloved characters were rendered as cartoons and tonally it was all smug self-satisfaction and playing to expected tropes. It felt a little sloppy and indulgent and placing Don on the outskirts of the episode didn't help matters, either.
I agree with the disappointment. I found my attention drifting. I only watched half and saved the rest for another time. Never did that before.
Don't bother.
Watched the episode on DVR last night with my girlfriend. It was right up there with the previous 4 seasons. Had a bunch of good laughs. Most importantly, the incredible atention to detail remains- in the props, the wardrobe, the cultural references. If we're not used to seeing Don happy, so be it. But haters are gonna hate…
All style and zero dramatic substance.
I stopped watching after 40 mins because there were way too many commercial breaks. Talk about taking you out of the drama of the show. It was impossible for my family and I to stay interested when we were watching 5 mins of the show, then 5 mins of ads, and then 5 mins of the show again, and so on.
If I went to a theater to see a 2 hr movie and there was 15 commercial breaks I would demand my money back. I guess its time I finally invest in a DVR.
Too many commercial breaks….and I recorded it! Loved the 60's party scene.
One issue I have with this show is the directorial choices. It seems that every scene has the actors walking into the room and standing there in a rather moronic way, often holding their cigarettes in a very affected and unnatural way. They walk on in a line, stand there and then walk off. The exceptions seem to be the characters of Joan, Roger and Don.
Few commercials had been a big attraction for watching the early episodes for me, as the movement is slow and studied, beautiful art.
wonderful script, actors, sets, camera, music, everything is my fav. except the 50s idea is just very sad for me.
It has turned into part soap opera, part sitcom now.
Just look at some of the tropes/storylines that they've relied on in the last few arcs: unplanned pregnancy, mistaken identity of baby's father, surprise proposal, jealousy and tension between current and former lovers, etc. These arcs glossed over "real" issues like the arcs about race relations/EOE, women's expectations at the workplace, maternity leave rights, etc.
And I could not stop cringing during the Zou Bisou performance, though perhaps that was the point.
Although, the more cringe-inducing moment for me was the mixed-up communications with Harry — that's classic sitcom, Modern Family material right there (one character is talking about one thing, the other is talking about another, but their conversation still syncs up).
It's a ground-breaking show, but there was not much ground-breaking about last night's episode.
OMFG. Can we just stop beating up poor Weiner, et al, for the commercials and (in your opinions) a boring episode (huh?). As I wrote above I'm just happy to have Mad Men on the air again! The creators obviously care a great deal about the viewers and if we have to endure more commercials, oh well! Record the ep and FF or have a conversation with your husband, wife, boy/girlfriend, whoever during the breaks. It won't kill you! Just deal and stop complaining about a glass that's half full not empty. Sheesh.
I've seen every episode…..last night was torture….every actor must stop acting like they're doing a scene from a hit TV series called "Mad Men."
Couldn't give a damn about the commercials. I'll wait until the entire season is released on DVD, get it on sale for $10 bucks at Best Buy (-like last season), and savor it without interruption.
I know it's worth the wait.
The best part of a disappointingly weak episode was the final scene and the playing of that Dusty Springfield classic (actually, all of her songs were). Here's hoping one episode does not a season make.
I agree with the commenter who mentioned the Netlix effect.
Having all 4 seasons available on Netflix streaming, coupled with the very long delay between seasons, has given a huge new group of viewers to go back and watch all the episodes in preparation for season 5.
I have personally preached about the show enough to get three new viewers to go back and watch the whole show thus far (you're welcome, AMC).
The first episode of this season was a bit wobbly. Not enough of Don, and no Betty at all was odd. Also, it was very nearly approaching a comedy, with the level of laughs. They were pretty funny jokes, but that's not generally what I appreciate about 'Mad Men.'
WTH was with the party scene that went nowhere? So we can reinforce that Don Draper will do what? Have another faltering romance. Been there, seen it. Boring!!!
What was the "shaving scene" all about? Missing kids he abandoned?
"Zooby, zooby, zoo" thanks for the ear worm.
A missing wallet? Oh come on, talk about phoning it in.
The time is actually kept the same. Every hour show is about 42 minutes to 45 minutes with commercials. It was the same as the previous seasons


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I took this picture of an ant the other day. I love the diffused feel of it. For months now I've been thinking about preaching on ants. The idea of their collective mind doing more than any individual ant can do is intriguing. Scientists and church communities operate the same way.
One thought on "an ant"
Paul snowe
Dear John,
Love the ant photo! Makes me think of a podcast from WNYC's 'Radiolab' show called Emergence:
Although they talk about there being no leader, there seems to be a hidden organisational principle, a built in instinct, so that the whole becomes greater than the single individual….. Obviously some parallels there with church, the world and also some things that don't match up. Really interesting show btw: it's a cross of science, philosophy, psychology sometimes religion. Done in a quirky way. Check it out 🙂
Glad the book seems to be doing so well; is it released through a UK vendor yet? Hoping to get it soon!
God bless you & New Hope,


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Teachers, Authors, Speakers, Writers And Experts!
Copy My Blogging System To Sell Your Online Course. Follow My Step-By-Step Blueprint, Updated For 2017
In a previous post, I wrote about "How To Get 55 Comments And 98 Likes On Your First Article Using Social Media". In the article, I spelled out the process I used to gain traction to a blog post I wrote on a brand new blog, using Facebook as the only source of traffic. This article sparked a very interesting discussion, with 61 comments to date.
It also started a debate on whether Social Media is even worth the time invested. My buddy Mitch, who started Blog Mastermind at the same time I did, was a very active part of the discussion. Mitch is someone I respect, and I admire him for the passion he puts into his online business. If it were someone else, I MIGHT not have taken him as seriously, but it's Mitch, so how can I not take him seriously?
I think Mitch's perspective can be summarized by one statement that he made (and he can correct me if I'm wrong):
Any time spent getting followers on a Facebook page or Twitter is wasted time you could be producing content that is going to get real followers to your blog.
This sparked an interesting debate on the topic of whether social media platforms contribute any value to the growth of online business. In light of such a strong response, I've decided to write this follow-up blog post to shed some additional light on what I believe is the way social media sites like (Facebook, Twitter, Youtube etc.) can be effectively used to help grow an online business.
Mitch's statement alluded to the fact that Content is what really matters. This is the great part about what he had to say. Let's take what he has done as an example. On the day he wrote that comment, he had 9,782 unique visitors to his website that day alone (and it was only noon). On his site, there were 27 new articles scheduled to be released that day. That's a butt-load of articles, but it's obviously paying off.
"In the world of Google, Content is king". I can't take credit for that statement, and I don't know where I heard it from, but it's such a true statement. When it comes to internet marketing, your content is your currency. When a site is just getting started, one of the best ways to get your site noticed by Google is to produce high quality content on a regular basis. Yes, there are other ways to succeed without being a prolific content producer. However, each article you put out there is another entry point for traffic.
Time for a simple math lesson (since I also teach math):
Let's say you have 10 articles on your website, and each article gets an average of 10 hits via the search engine on a daily basis. Simple math tells us that you can expect to see 100 hits every day (10 x 10). Not bad. 100 visits to your website when you are just starting isn't a super huge deal, but it's definitely a step in the right direction.
Now let's say that you are a beast like Mitch (and I mean that in the best way possible) and you just become a content generating maniac. However, let's tone down the beastliness and say that after a few months you have 1000 articles on your blog, assuming that each brings an average of 10 visits to your website. What does that mean? 10,000 hits every single day (1,000 x 10).
It's easy to see that more content is more beneficial. So Mitch is definitely right there.
Many people take this content thing the wrong way. They think that as long as they have a lot of content, they are good to go. However, it's not just the quantity that matters, it's also the Quality, even more-so than the amount. The goal of your content should be to not only bring traffic, but to entice your website visitors to become frequent visitors to your site, and where that's concerned, quality trumps quantity.
A well-written article (or a great audio/video post) that helps your audience solve a pressing problem will do much more than 50 poorly written articles that benefit no one.
When I did my little social media experiment, my goal was just to see how quickly I could get an active discussion going at a brand new blog – in part to be able to write about it and share what I learned. I knew that I couldn't rely on SEO to drive a good amount of traffic to the blog overnight. SEO is a long term strategy and in my mind, social media was the only way to do something like that so quickly. It worked, because I ended up with 55 comments and 98 likes over the span of a few days. That's pretty good for a brand new site.
Think about it – news spreads so quickly these days with sites like Twitter and Facebook playing such a big part of life as we know it today. One tweet can cause such a rapid cycle that things happening on the other side of the world can spread within seconds and reach you almost instantaneously. I don't even watch the news anymore, because it's much more efficient for me to get my news on Twitter 🙂
Let's briefly touch upon some of the benefits of using social media sites:
Absolutely not. It's definitely NOT a substitute for generating high quality content on a regular basis. You can spend LOTS of time on these social networking sites and not accomplish anything – especially if you are not over delivering on your content. Just like with any other traffic generating system, your traffic doesn't matter if it doesn't convert. Facebook might be able to send you traffic, but it's up to you to know what to do with it.
As Mitch put it, you're time is better spent producing quality content that is going to get you REAL followers to your blog.
People tend to listen to the hype of so many gurus out there claiming that social media is the key to success. The part they somehow don't realize is that whether you use social media or not, building a solid online business is a massive undertaking. Make no mistake. However, if you do plan on using social media to help you grow your business, here are some tips:
Whether or not you choose to use social media in your online business, or any other strategy for generating traffic and communicating with your followers, keep your priorities in check. Content is King, and there is no substitute.
So what do you think? What's the role of social media? Does it ROCK? Does it SUCK? Join in on the discussion below.
Yours Socially!
Btw, you can always connect with me on Twitter and Facebook 😉
Its been a while since I comment anythin here. Yes I very much agree with the points here.
I think there must be a balance of socialising and promoting. You can't say you can't promote cos if you are doing business you have to, otherwise you'll just be wasting time talking to people.
So the answer is actually balance. 20:80 rule and it depends on the condition of the audience. Why do people follow your or want to be friends with you on facebook.
That's all from me.
From Singapore.
Thanks for the followup article. You are right social media is not the only one that can bring online success. One needs to provide valuable content, connect with their audience and implement systems to get their target audience to take action.
We need to implement multiple marketing pillars to get good result. If not, if that avenue dies we will loss our source of traffic.
There are tools out there that can help us shoot out our content to multiple avenues at the same time. These tools can help us shoot out content to Squidoo, Digg, Technorati, Stumbleupon, Youtube, Facebook, Twitter etc. These are other ways to get our articles to spread over the internet, and if it's an interesting article and it in trend, we are definitely going to get comments.
Thanks for clarifying the fact that Facebook is not the only way but one of the ways.
If Content is King. Social Media Plays as Traffic Role.
A thought just hit me:
Content is king, quality is queen and social media is the court jester!
Thanks Les, you just gave me an idea for a killer title 🙂
Thanks for the read. The thing that totally amazes me is how many people are concerned with social media , keyword ranking in google, and what their banner looks like on their site yet write an article a week or less and wonder why they don't get any traffic. There really sin't any easy way that I know of. While I knwo there are easier Niche's and niche's where content has a longer shelf life than mine, I think the less work in a lot of those instances means less money. While I know there are a lot of exceptions, I will continue to spend 99% of my time on content generation..
Fantastic article. I feel like some of these points are what I preach on a daily bases. Every entrepreneur should read this post. Content is king and social media should not be a sales pitch. Thanks for reiterating these important tips to the world.
I think it's all about marketing, if you have a good content, but you don't know how to promote it, your content is useless.
I'm glad to see that Content is still King. People can use social media sites to gather new traffic sources. However with a finite amount of time, is Twitter worth an hour?,when that hour could be spent writing a quality post?
Just wondering in Leamington Spa, England
I highly disagree that social media is free. There is opportunity cost associated with any action that you take.
Think of it this way – if I want to make $50k in a year, and work 3 hours per day, then I have (3 * 5 * 52) = 780 hours per year to spend. $50k / 780 hours = $64.10 per hour. That means that if an action that takes an hour doesn't make me $64.10, then I shouldn't do it.
Likewise, if it takes 10 minutes to update Facebook and Twitter, then those actions should generate $10.68 in profit.
Awesome post Leslie, well I think social media has a role to play in your online business and what matters most is how you tend to use it. Quality content matters most. If you are posting just because you want to please google, then I think you should re-think. Thanks so much for sharing.
Leslie, I agree with your article.
I have to say though, that if you compare [content production] with [using social media] it is like comparing apples to pears.
As a (online) entrepreneur you have to deal with different sides of your business, like content production, marketing and traffic generation.
If one states that it is a waste of time to spend on social media, than that person is clearly stuck some years ago! Social media is a way to connect with your visitors/consumers, which clearly should be part of your marketing strategy.
On another note, you use the terms [hits] and [visitors] in your article, but both are clearly something else.
Really interesting post. What are the best social startups for small businesses to use?
Jeff, I would say it all depends on what kind of business you have. If your business can meet the demand/answer the users Twitter is definitely a great place to establish your business. Especially if alot of users are asking questions on twitter, you can come in and give them the answer and grow your business on it.
Great article. I post my articles on social media as well as on my site, mainly to build a Relationship. I've just met my first JV partner with a list of 20,000 through FB:
1. Networking on SM
2. Broadcasting regularly with posts on SM
3. Never selling, just endlessly giving.
4. Being myself although don't be fooled this is strategic of course, so no time is wasted.
5. Being the Leader – really you start to get followers through FB who really listen to YOU…then you see them drop into your site and straight in to sign up for your newsletter – that's powerful….!
I also use forum marketing, commentating, guest blogging as well as post to Ezines, answer all my comments across my site, and just keep giving value.
So YES, SM is the way forward, the big way forward so far for me…
MARKETING and LEADERSHIP….win!
Great post Leslie!!
Very informative Becky and great article Leslie.
To date, I have never gotten involved in any of the social media platforms. But a new business venture I am starting up requires that type of interaction.
Content may be king, but that's assuming a traditional website structure. It may be easier to write "content" in that kind of structure. But what about when visitors come to your site for extensive media? Something that can't be whipped out in an hour but rather takes months of production work? Visitors will not stay on this site reading articles but rather looking for more media.
But apparently the new DIY distribution methods strongly require social media not only to bring traffic but to gain a fan base.
So, this article couldn't have come at a better time for me.
Great Post!!!
Social media is a very nice way to get traffic but it´s not easy… This article will help me to get this! Thanks so much!
IMO, social media is ACE now because recently Google took action against content farms. Social media can drive traffic to your blog, but we cannot neglect quality content. Nice post
Social networking is really tough for me! I am slowly catching on and you're post gave me some much needed guidance. 🙂
I personally think that social media is a driver to get traffic for a website. A simple link posting over Facebook and Twitter with a very catchy title can mean a lot to a website. Content is the King and Social Media is your push to see the King. 🙂
social media is amazing i get more sales and promotion from twitter and facebook than anything else.
i really think social media will transform into a consumer demand race where users wants and desire will become more readily available than they even are now
Leslie you hit it spot on, you need the content above all else. I know with a Sports Site that I have, I constantly deliver quality content, and the website just keeps growing and growing. I don't have that good of a social presence, but the Google presence is there. The hardest part I find is whenever dealing with social media, is getting the users away from the social sites and to your website. For example, most of the time if you are using twitter or facebook, for the most part those users tend to stay there, the most difficult part I've found is to convert those users to your site instead of the facebook/twitter pages.
I think that social media is beneficial to those who present themselves well on facebook or twitter, or are lucky! There are many people nowadays that do not accept random friend requests or accept posts from non-friends. I've had a facebook page for about 4 years now, but recently just started posting on there due to the start of my business and blogs. Twitter is very new to me and it seems that it only works if you know people who are already on Twitter and you send them a request to follow you. If you don't, then it is difficult to get followers. The social media avenue requires a strategic approach, which I am still trying to figure out. Hopefully more articles like these will help.
There are plenty of folks that have made it with and w/out social media.
Although, social media is probably the quickest path to see the King.
That being said (written), it may not be the social media you use but someone
else's (shout out about you) that makes it go viral. This brings us back to quality content. Anyone can increase the amount of visitors they get. Who keeps them?
Live it LOUD!
I think Social media a way to expand your reach not attain it.
[…] Networking March 14, 2011 By siteadmin Leave a Comment Many social media marketers claim that content is king and should be the focus of every social media strategy. However, which content should be placed on […]
if content is king, social media is a queen.
There is a big difference between Twitter and Facebook and YouTube. Youtube is essentially a search engine that can expose your product or website to all kinds of new people. Facebook and Twitter are tons of small communities or cliques that take some time to build up a following. With YouTube you can have a video go viral or upload a consistent amount of videos to build loyal subscribers.
I see Twitter and Facebook more as tools to build a loyal following and have influence in your market, but it will take time. Definitely worth the consistent effort.
– Andrew


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Best Reasons to Own Cooking Books
Best Reasons to Own Cooking Books from Overstock.com. Even with the internet, traditional cookbooks are still useful for casual and serious cooks alike.
Neat cookbook. Exactly what I was looking for . . . step by step instructions with nice pictures. A good variety of recipes....
ITEM#: 13542644Recipes for cake bites -- little pieces of cake baked using a mix, rolled into balls, and covered with icing.
|COOKING / Courses & Dishes / Cakes
|Spiral bound
|Publisher Date
|2011-08-08 00:00:00.0
|Bonneville Books
|Copyright Year
|8.25 in
|8.25 in
|1.25 in
|Unit weight
|1.45 lb
|Paul, Wendy
|Country of Origin
|United States
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Hey there, time traveller!
This article was published 30/12/2013 (1328 days ago), so information in it may no longer be current.
It's official: Winnipeg is getting colder by the hour.
After a morning of bitterly cold temperatures, Environment Canada has now issued a windchill warning for Winnipeg and the surrounding area, expecting extreme windchill values in the -40 to -45 range today and tomorrow. In extreme wind chill conditions, frostbite can occur on exposed skin in less than 10 minutes.
As of 11:30 a.m. today, all of Manitoba currently rests under an extreme wind chill warning.
In Winnipeg, today's high has been downgraded to -28 C, while Tuesday's high is now forecast to only reach -31 C.
All this cold weather has certainly been a boost to CAA Manitoba.
As the province suffers through one of the coldest stretches in recent memory, the automobile association announced December is tracking to be its busiest month since 2005, when monthly service numbers at the organization were first tracked.
CAA Manitoba has served over 18,400 members in the last 30 days, with most of today and tomorrow still to be counted. The previous busiest month was January 2013, when 18,784 calls were answered.
Roadside service calls range from boosting cars, unlocking doors, changing flat tires and towing vehicles out of deep snow.
"When it comes to the winter months, December is usually a slower month," CAA Manitoba spokeswoman Liz Peters said in a release. "Typically, January sees more snow and is far colder. This year, so far has been the exact opposite of that trend.
The auto club also expects to surpass previous high service call totals for a three-month period, as they've already serviced 38,420 members since the start of October.
CAA Manitoba expects to service 1,000 calls both today and tomorrow, which isn't surprising considering the cold grip currently on the province.


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Steelers rookie Hood off to strong start
Steelers rookie Ziggy Hood isn't just making the transition from college to the NFL, but also from tackle in a 4-3 defense to an end in a 3-4.
So far, the first-round pick is playing as well as could be expected, said 12-year veteran Aaron Smith, arguably one of the top 3-4 defensive ends in the NFL
"He's progressed faster than anybody I've ever seen do it before," Smith said. "He's still got a ways to go, but as far as a rookie in camp, he's progressed much faster than I've ever seen."
Smith said Hood has done so well through the first half of training camp that he expects the former Missouri star to make an impact this season even though the Steelers are deep at defensive end.
"He's going to be a really good player for a really long time," Smith said. "He gets it. He's a smart kid and works hard."
When told of the praise Smith lavished on him, the 6-foot-3, 300-pound Hood said, "It makes you feel good, but it also makes you want to work harder because he does a lot. And for him to say that, you've got to keep that going every day and can't just rely on what he said and lay back for the rest of the season."
Steelers sign center
With starting center Justin Hartwig (toe) unlikely to play Thursday night in a preseason game against the Arizona Cardinals and Darnell Stapleton (knee) out for the 8 p.m. contest, the Steelers signed Alex Stepanovich on Monday to add depth to the position.
The Steelers released defensive tackle Jordan Reffet to make room on the roster for Stepanovich.
"We'll see what we can do as far as getting him up to speed and being able to participate (Thursday)," Steelers coach Mike Tomlin said, "but it's great to have a guy there."
Stepanovich has played for the Cardinals, Bengals and Falcons during a five-year career and has made 34 starts in the NFL.
The 6-4, 296-pounder spent yesterday morning in meetings and practiced with the team in the afternoon.
A former teammate of Santonio Holmes at Ohio State, Stepanovich gives the Steelers another healthy center to go with second-year man Doug Legursky and rookie A.Q. Shipley.
When asked if he could learn enough of the offense to play Thursday, Stepanovich said, "I don't know. I'm just glad I found (where to eat) breakfast and lunch already."
A pleasant surprise
Defensive coordinator Dick LeBeau said he was touched that former Steelers great Rod Woodson stumped for his inclusion in the Pro Football Hall of Fame last Saturday.
During his induction speech, Woodson said LeBeau, a cornerback for the Lions from 1959-72, should also be immortalized in Canton, Ohio.
"What a tremendous honor it was in there and what a great compliment to me that he spoke of me in that light," said LeBeau, whose 62 career interceptions are tied for seventh on the NFL's all-time list. "I was surprised. The bottom line, Rod Woodson did 100 times more for me than I ever did for him."
Injury update
Running back Willie Parker (back) and nose tackle Casey Hampton (knee) were among those who didn't practice yesterday afternoon.
"Hamp will be back very soon," Tomlin said. "Willie Parker's the same."
Also not practicing were running back Mewelde Moore (hamstring) and wide receivers Martin Nance (hamstring) and Brandon Williams (abdomen).
Extra points
After reviewing tape of Sunday's goal-line drill, Tomlin said Smith and fellow defensive end Brett Keisel stood out because of their individual efforts. ... This afternoon's 2:55 p.m. practice is the last one open to fans until Saturday.
Inside the ropes
A daily look at the best parts of the Steelers' training camp in Latrobe:
INCREASED WORKLOAD: With Willie Parker (back) sidelined, second-year running back Rashard Mendenhall received most of the carries Monday afternoon, along with rookie Isaac Redman. Considering the Steelers conduct their final practices today prior to Thursday's preseason opener against Arizona at Heinz Field, Mendenhall likely will be the starter if Parker doesn't practice.
COMEBACKER: When tight end Heath Miller uncharacteristically dropped a couple of passes yesterday, it wasn't surprising that quarterback Ben Roethlisberger went right back to him. Nor was it surprising to see the normally sure-handed Miller, who is back to full participation following sports hernia surgery, respond with a tough catch in tight quarters.
BOWLED OVER: That's what occured linebacker Andre Frazier tangled with safety Ryan Mundy during a kickoff-return drill. Mundy stood his ground, while Frazier simply ran over him. Both players did their job, but Frazier was much more efficient in doing his.
COACH PARADE: Add Pitt basketball coach Jamie Dixon to the list of college coaches with local ties who have attended Steelers training camp. Louisville basketball coach John Calipari, a Moon native, attended last week, as did West Virginia football coach Bill Stewart.


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At midday every Wednesday in the House of Commons, the weekly fisticuffs between the Leader of Her Majesty's Opposition and the Prime Minister begins again. If you have ever watched it, you will know that it would be better described as the politico's pugilistic preprandial punch up.
For as long as I can remember it has always been like this; before 1997 it was twice a week until Tony Blair, rightly in my view, reduced it to just Wednesdays. With few exceptions, these exchanges are a tragic witness to the Parliamentary culture we are possibly becoming. A cold, aggressive, tribal culture, more suited to the terraces of a lower league soccer club than to the mother of all parliaments. If Members of Parliament are supposed to be 'honourable', you wouldn't know it from the midweek mudslinging.
It was William Wilberforce who said that alongside dealing with the slave trade, he wanted to see a reformation of manners. If the House of Commons in the 18th Century was a rowdy as it often is today, it is easy to see why he yearned for such an ambition.
For the most part, questions are asked not to extract a meaningful or thoughtful answer, but are asked to trap or embarrass the other person. Regardless of whatever the answer is, the questioner comes back with another pre-rehearsed statement aimed at building on the crippling effect of the last. This is the way of things, but it serves no purpose whatsoever. It turns what could be quite a helpful part of our legislature's week into little more than a cross between a Punch and Judy show and TOWIE*.
To his credit the Commons Speaker John Bercow, has done a great deal to try and address this problem. Like a stern class tutor, scolding primary school children, he occasionally chides the class by pointing out how pathetic they look to the viewers at home. Maybe he should introduce the 'Speaker's Naughty Step' behind his chair, where Members of Parliament who are braying too enthusiastically should be sent until they learn to calm down.
The Greek philosopher Epictetus is quoted as saying "We have two ears and one mouth so that we can listen twice as much as we speak." Good advice for everyone, especially for those in positions of leadership, and particularly for those in politics. Certainly for when they are inside the chamber.
Imagine a democracy where politicians listened, and not only listened but actually heard what was being said to them. How would the world look if those in power actually heard the voices of the people above the shrieking of their adversaries, or perhaps the roaring of their inner demons?
If like me you are sick of the knock about, tired of the noise and want something better. Write to your MP and ask them what they think could be done, also write to Speaker Bercow thanking him for what he trying to do, but ask him to go further. If we can see Wilberforce's dream of a reformation of manners in the House of Commons, you never know where it might spread.
*The only way is Essex (apparently!).


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8. The Importance of Being Right
- Chalice or LED/battery-operated candle
- Paper and pens/pencils
Use your established opening ritual.
Share the poem "The Place Where We Are Right" by Yehuda Amichai, translated from the Hebrew by Chana Bloch and Stephen Mitchell. Copyright 1996 by Chana Bloch and Stephen Mitchell. Published by the University of California Press:
From the place where we are right
flowers will never grow
in the spring.
The place where we are right
is hard and trampled
like a yard.
But doubts and loves
dig up the world
like a mole, a plow,
And a whisper will be heard in the place
where the ruined
house once stood.
- Dictionary.com offers 62 definitions for the word "right," including "to assume an upright or proper position," "to avenge," "in good heath or spirits," "that which is morally, legally or ethically proper" and "the side that is normally opposite to that where the heart is." One of these definitions obviously relates to the poem. Do any others?
- Think about when you have felt most passionately about "being right." Was it something you knew in your heart, in your head, or in both?
- Consider the image of "hard and trampled yards." What does that mean? Think about the conflicts raging around us. How many of them have created "hard and trampled yards?"
- Consider the image of moles and plows breaking up hard ground. What can you do to create more "doubts and love" to break up these lifeless yards?
Deeper Questions
- Can you remember a time when you were in conflict with someone and you both were sure you were right? How did the conflict end? What are some ways conflicts can be addressed?
- Have you ever had to concede your point of view, even when you thought you were right, to resolve a conflict? How did it make you feel? Proud that you were flexible, or angry that you had to give in? Were there other ways the conflict could have been resolved that would have been more inclusive of each view?
Optional Activity
Pick a subject on which you hold a very strong view, one where you know the "right" thing to do. It could be a global issue (the situation between Palestine and Israel, or inequitable access to a resource such as health care or clean water), a national issue (immigration policy in the U.S., comprehensive sexuality education, or the separation of church and state), or a personal issue (public school searches of student's lockers or vegetarianism). On the front of a sheet of paper, list the arguments you could make to defend your position. On the other side of the paper, list the arguments that could be made for an opposing position. Come up with as many arguments against your position as possible. You will not be asked to share this with the group. Do you see why someone taking the opposing stance could also feel they know the "right" thing to do? What happens when people look to different authorities to learn what is right?
Does being able to look at an issue from both sides weaken a person's resolve? Spend a few minutes journaling around the edges of the sheet of paper about your thoughts after completing the lists.
Use your established closing ritual. Or, extinguish the chalice and share this quote:
Whenever two good people argue over principles, they are both right. — Maria von Ebner-Eschenbach, 19th-century Austrian author


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For Fire Safety Week, the Norco Volunteer Department made a visit to Norco Primary.
The firefighters gave a presentation on fire safety at home. They gave fire safety posters to each teacher to hang in their rooms and gave out bookmarks with safety tips on them and stickers.
|L-R: Firefighters Lieutenant, Eddie Ferguson, Jerry Beck, Lieutenant Andre Garcia and Junis Thomas are watching Sean DiNella demonstrate the stop, drop and roll.


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That is a young Lisa Ann........ definitely.
to think these people are easily 50+ years old now lol
... and me too ...
why is it always when a Black guy fucks a White chick it's "inter Racial" but when a White guy fucks a Black chick it's "Ebony" Racisme much?
that girl is dead!
It's Lisa Ann.
who's that girl please ?
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COLUMBUS -- Companies that are making capital investments in the state think tax reform enacted tw
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Well, my impression of a jet-setting Suri Cruise have just been shattered. Turns out the 4-year-old daughter of Tom Cruise and Katie Holmes hates to travel.
Tom and Katie have always taken their daughter with them when working – they've visited Japan , Brazil, Australia and England together – but it appears the youngster has developed a fear of flying due to constantly being shuffled between different time zones.
"Suri's sleep patterns have been seriously disturbed from all the traveling," a source says. "It's why you often see her when she's abroad being carried with a blanket as though she's a baby.
"It has got to the stage where she screams whenever she sees a plane. It's an open secret she doesn't like flying and has trouble sleeping for days after she's been on a flight."
And during a recent trip to Prague where Tom was scouting locations for Mission Impossible IV, Suri reportedly let her parents know that she'd like to keep her feet on solid ground for awhile. "Suri kept saying, 'Home now, home now,'" the source said. "Suri's a homebody and she's not afraid to let everyone know."


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Sacramento County HealthShack Project Underway
AltruIT, the owner of HealthShack, is working with The Children's Partnership and Aspiranet to expand the reach of HealthShack so that young people between the ages of 18 and 20 years of age who are in, or aging out of, foster care in Sacramento County have access to this unique electronic personal and health care record system. This year-long project, funded by The California Wellness Foundation, will assist youth in developing and maintaining their electronic health, education and other important records, and also will develop HealthShack's capacity to link with existing county data systems.
In addition, this demonstration project seeks to inform policymakers about the impact that youth-focused electronic personal and health record systems can have on the health, well-being and care of this population, and to assist the state of California in developing workable plans for providing electronic records to all children and youth in foster care.
For more information about this project, please contact:
Barbara Sorensen, CEO, AltruIT 2.0, Inc. at 818.895.2104, email@example.com
Ginny Puddefoot, Director, Health IT Initiatives for Vulnerable Youth, The Children's Partnership, at 916.549.7693, email@example.com
Download a full description of the project.


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Would you like to save as your currency permanently or for this visit only?
Kunming Tangyun Hotel(New Luosiwan Branch) is a great choice for accommodation when visiting Kunming. With its convenient location, the hotel offers easy access to the neighboring key destinations. The facilities and services provided by Kunming Tangyun Hotel(New Luosiwan Branch) ensure a pleasant stay for guests. The hotel offers access to a vast array of facilities and services, including free wi-fi, free parking, wake-up calls, laundry service, room service, travel service, car rental service, beauty salon and so on. Opened in 2012, the 26-storey hotel houses 304 rooms and suites. Tips: Credit cards cannot be used in the hotel for checking-out.