Things have moved on. Both Eston and Iqra have settled their various claims. Rural
has decided that it would be damaging to its reputation to allow Woolyback to fail, so
plans to refinance it in the hope that the price of tin ore will shortly start to rise back to
its recent peaks. None of the existing shareholders wish to contribute any more equity
finance, but Wearside is prepared to increase its lending to the Group. The following
proposals have been agreed:
 Rural will change its name to Tingalore PLC.
 Rural will borrow a further £2 million from Wearside. This will be secured by the
existing security.
 Rural will issue 1,001,000 fully paid up ordinary shares of £1 each, at a premium
of £9 per share, to Urban Equity Ventures LLP (“UEV”) (which is not currently a
shareholder), in cash; and
 Rural will apply the funds to purchase plant and equipment, and to make a loan
to Woolyback to enable it to get back on its feet.
An extract of Rural’s articles of association is set out in Document E.
Your firm acts for Rural. You are a paralegal in the corporate department. You
have been requested by your supervising solicitor to prepare a memorandum:
(a) listing and explaining the resolutions which would need to be passed by
Rural:
 at any meetings of the board of directors; and/or

 by its shareholders in general meeting, in order to implement the proposals set out in Part D above;
(b) identifying and explaining what proportion of Rural’s issued share capital UEV will have as a result of the implementation of these proposals, and what level of control UEV will have as a consequence.