Shareholder Information

 

Company Description
Upstream Marketing and Communications Inc. (formerly Raven Capital Inc.) is the holding company for a portfolio of businesses in Asia Pacific that help multinationals and Asia-based companies build their business and their brands. Listed on London AIM, Upstream offers a full range of strategic on and offline communications services. Upstream has offices in Beijing, Hong Kong, Shanghai, Singapore, Sydney and Taipei, as well as a branded affiliate in Tokyo.

 

Directors

Joanna Barrett (Non-Executive Director)
Joanna Barrett, aged 40, has some 23 years’ experience in the finance industry, both in the money markets and metal exchanges. For the last ten years Joanna has worked in the offshore financial services industry specialising in the establishment and running of trust and fiduciary structures. This role involves acting on behalf on high net worth clients in both equity and structured finance investments. Joanna is also a director of Corvus Capital Inc.

Jaime Law (Executive Director)
Jamie Law, Finance Director, aged 36, is responsible for overseeing the Company's finance and administrative functions. Jaime Law joined Upstream as Regional Senior Finance Manager in September 2006. Jaime has over 13 years experience in the fields of audit, financial and management accounting, and financial management. Prior to joining Upstream, she has worked with Hong Kong Disneyland; 4A advertising agency Euro RSCG Partnership, Philips Electronics, with audit training gained from PricewaterhouseCoopers. Jaime holds a Master's degree in Business Administration from The Chinese University of Hong Kong. She is also a fellow member of The Chartered Association of Certified Accountants, an associate member of The Hong Kong Institute of Certified Public Accountants, The Institute of Company Secretaand Administrations, and of The Hong Kong Institute of Company Secretaries.

David Ketchum (Chief Executive Officer)
David Ketchum, aged 45, has 23 years’ experience in branding, marketing and communications as vice president with global agency networks Hill and Knowlton, Burson-Marsteller and Calvin Klein, where he served as senior vice president, Marketing and Communications. He is chairman of the Asia Digital Marketing Association; chairman of the Council of Public Relations Firms in Hong Kong; and author of Big M, Little m Marketing New strategies for a New Asia.

Shahed Mahmood (Non-Executive Chairman)
Shahed Mahmood, aged 36, is a business consultant based on the Isle of Man, with over 14 years of wide ranging experience in the economic development field. He has previously given consultancy advice in both the business and human resource sectors to numerous governmental organisations in the UK and the Isle of Man. Shahed’s past employment includes director of AIM listed Crosby Capital Partners Inc. (formerly known as Skiddaw Capital Inc.), a leading independent, deal focused, Asia-oriented merchant banking and asset management firm.

Jane McGuire Ketchum (Non-Executive Director)
Jane McGuire Ketchum, aged 43, is a financial editor with extensive experience working with investment banks in Asia Pacific. Currently based in Hong Kong with a Japanese securities firm, she has worked in Hong Kong and Japan with firms such as Schroders, Barings and Deutsche Bank.

 

Corporate Governance

Audit Committee
The Company’s audit committee will be comprised of Shahed Mahmood and Joanna Barrett. The audit committee is to meet at least two times a year to consider the integrity of the financial statements of the Company, including its annual and interim accounts; the effectiveness of the Company’s internal controls and risk management systems; auditor reports; and terms of appointment and remuneration for the auditor.

Remuneration Committee
The Company’s remuneration committee is comprised of Shahed Mahmood (Chairman) and Jane McGuire Ketchum. The remuneration committee is to meet at least two times a year and has as its remit the determination and review of, amongst others, the remuneration of executives on the Board and any share incentive plans of the Company.

Financial Director
 Ajay Kejriwal joined the Board as Executive Director post Admission serves as the Company's Financial Director.

 

Memorandum of Association
(Amended and Restated by Special Resolution dated 22 November 2004)

1. The name of the company is RAVEN CAPITAL INC.
2. The Registered Office of the Company will be situated at the offices of Walkers SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands or at such other location as the Directors may from time to time determine.
3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law (2004 Revision).
4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Companies Law (2004 Revision).
5. Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2004 Revision), or to carryon Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2003 Revision), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision).
6. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
8. The capital of the Company is £10,000,000.00 divided into 4,000,000,000 shares of a nominal or par value of £0.0025 each provided always that subject to the provisions of the Companies Law (2004 Revision) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement or rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company herein before provided.
9. The Company may exercise the power contained in Section 226 of the Companies Law (2004 Revision) to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

 

Change of Name Certificate
Click here to download the Change of Name Certificate (as a PDF)

 

Articles of Association
The rights attaching to the Ordinary Shares, as set out in the articles of association of the Company, contain, amongst others, the following provisions:

Votes of members

(a) Subject to any special terms as to voting or to which any shares may have been issued, or no shares having been issued subject to any special terms, on a show of hands every member who being an individual is present in person or, being a corporation is present by a duly authorised representative, has one vote, and on a poll every member has one vote for every share of which he is the holder.
(b) A member of the Company is not entitled in respect of any shares held by him to vote at any generalmeeting of the Company if any amounts payable by him in respect of those shares have not been paid.

Variation of rights

If at any time the capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the consent in writing of the holders of at least three-fourths of the issued shares of that class, or with the sanction of a resolution passed at a separate meeting of the holders of that class by at least a threefourths majority. The quorum at any such meeting is at least one person holding, or representing by proxy, at least one-third of the issued shares in question and any holder of shares of the class present in person or by proxy may demand a poll.

Transfers of shares

(a) The instrument of transfer of any share shall be in any usual form or such other form as the directors may, in their absolute discretion, approve and be signed by or on behalf of the transferor and, in the case of a nil or partly paid share, or if so required by the directors, by or on behalf of the transferee, and shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect of it.
(b) The directors may, in their absolute discretion and without assigning any reason, refuse to register the transfer of a share in certificated form if it is not fully paid or if the Company has a lien on it, or if it is not duly stamped. In exceptional circumstances approved by the London Stock Exchange, the directors may refuse to register any such transfer, provided that their refusal does not disturb the market.
(c) The articles of association contain no restrictions on the free transferability of fully paid ordinary shares provided that the transfers are in favour of not more than four transferees, the transfers are in respect of only one class of share and the provisions in the articles of association, if any, relating to registration of transfers have been complied with.

Payment of dividends

Subject to any rights and restrictions attaching to any shares, the shareholders are to distribute amongst themselves the profits of the Company according to the amounts paid up on the shares held by them, provided that no dividend will be declared in excess of the amount recommended by the directors. Interim dividends may be paid if profits are available for distribution and if the directors so resolve. The Company or its directors may fix a date as the record date for a dividend provided that the record date is not later than the date on which the dividend is paid or made.

Unclaimed dividends

Any dividend unclaimed after a period of 12 years from the date of its declaration will be forfeited and will revert to the Company.

Return of capital

On a winding-up of the Company, the balance of the assets available for distribution will, subject to any relevant restrictions, be divided amongst the members.

Borrowing powers

The directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part if it, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Directors

(a) No shareholding qualification is required by a director unless determined otherwise by ordinary resolution.
(b) The directors are entitled to remuneration at the rate decided by them or by the Company by ordinary resolution.
(c) At every annual general meeting, one third of the directors who are subject to retirement by rotation, or as near to it as may be, will retire from office. A retiring director is eligible for reappointment.
(d) The directors may from time to time appoint one or more of their body to be the holder of an executive office on such terms as they think fit.
(e) Provided that a director has declared the nature of his interest at a meeting of the directors, he may vote and be counted in the quorum present on any motion in regard to any contract, transaction, arrangement or any other proposal in which he has any material interest, which includes the interest of
any person connected with him.

General meetings

(a) All general meetings of the Company, which may be convened by the directors of the Company whenever they think fit, shall be extraordinary general meetings, other than the annual general meeting of the Company, which shall be held at such time and place as the directors of the Company may determine.
(b) General meetings may also be convened by the written requisition of members entitled to attend and vote at such a meeting who hold not less than 10 per cent. of the paid up voting shares of the Company for a date no later than 21 days from the date of deposit of the requisition. If the meeting is not convened by the directors of the Company within 45 days of the date of deposit of the requisition then those members calling the meeting may convene it themselves in the same manner as nearly as possible as it would be convened by the directors of the Company.
(c) If there are no directors of the Company then any two members, or the sole member, of the Company may convene a general meeting in the same manner as nearly as possible as it would be convened by the directors.

Notice of general meetings

(a) An annual general meeting and an extraordinary general meeting for the passing of a special resolution must be called by at least 21 days’ notice and all other general meetings must be called by at least 14 days’ notice.
(b) The notice (which is to be in writing, specifying the place, day and time of the meeting, and where special business is proposed, the general nature of such business) is exclusive of the day on which it is served, or deemed to be served, and of the day for which it is given.
(c) A meeting of the Company called by shorter notice than required under paragraph (a) above will be deemed to be duly called if it is agreed, in the case of an annual general meeting, by a majority in numbers of the members having a right to attend and vote at the meeting and holding not less than 95 per cent. in nominal value of the shares giving that right.
(d) The accidental omission to give notice of a meeting, or the non-receipt by a person entitled to receive it, will not invalidate the proceedings at that meeting.

Disclosure notice

The Company may by notice in writing require a person whom the Company knows or has reasonable cause to believe to be or, at any time during the three years immediately preceding the date on which the notice is issued, to have been interested in shares comprised in the Company’s relevant share capital:

(a) to confirm that fact or (as the case may be) to indicate whether or not it is the case; and
(b) where he holds or has during that time held an interest in shares so comprised, to give such further information as may be required in the notice.

 

 

Details of Other Exchanges or Trading Platforms
Upstream Marketing and Communications Inc. is currently only listed on AIM.

 

Number of AIM Securities in Issue
As of 31st July 2007, there are 136,544,794 shares currently being traded.

 

Number of Shares Held in Treasury
There are no shares held in treasury.

 

Substantial Shareholdings Not in Public Hands
The following is a list of individuals and companies with shareholders in excess of 10% of the issued share capital of the Company which have been notified to the Company as of 18 August 2007.

  Percentage of capital (%)
Mr David Pattison Ketchum 14.96
Ms Jane Frances McGuire Ketchum 14.71
Mr Paul Adams 2.99
Mr Peter Kingsbury 2.99
Granna 0.33
Mr Graham Butt 0.16
Ms Karen Jane Masters 0.07
Total 36.21

 

Significant Shareholdings
 The following is a list of individuals and companies with shareholders in excess of 3% of the issued share capital of the Company which have been notified to the Company as of 18 August 2007.

  Percentage of capital (%)
Mr David Pattison Ketchum 14.96
Ms Jane Frances McGuire Ketchum 14.71
Corvus Capital 8.98
Total 38.65

 

Broker
Hybridan LLP

Address:
60 Lombard Street
London EC3V 9EM
United Kingdom

Website: Hybridan.com

Telephone: +44 (0)20 3159 5085

Fax: +44 (0)20 3159 5088

Email: enquiries@hybridan.com

 

Nominated Advisors
Strand Partners Ltd

Address:
26 Mount Row
London W1K 3SQ
United Kingdom

Website: StrandPartners.co.uk

Telephone: +44 (0)20 7409 3494

Fax: +44 (0)20 7409 1761

Email: mail@strandpartners.co.uk

 

Countries of Incorporation and Operation
Upstream Marketing and Communications is a Cayman Islands company. The main country of operation is Hong Kong SAR, with operations across the Asia Pacific region.

 

Shareholder Rights
Due to the fact that the company is registered in the Cayman Islands, the shareholder rights may therefore differ from the rights of shareholders in a company incorporated in England and Wales.

 

Restrictions on the Transfer of the Quoted Securities
There are no restrictions.

 

Disclosure Statement
The above information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.