Exhibit 7
IN THE HIGH COURT
OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
Registrar Derrett
*Full name(s) and address(es) to be inserted in Block Capitals. The names of all
joint holders should be stated.
**Note: If any other proxy be preferred, strike out the words "the Chairman of
the meeting" and add the name and address of the proxy desired in the blank
space provided and initial the alteration.
IMPORTANT:
If you wish to vote for the Scheme SIGN in the box marked "FOR". If you wish to
vote against the Scheme SIGN in the box marked "AGAINST".
No. 003003 of 2003
PROFESSIONAL STAFF PLC
FORM OF PROXY
to be used for the meeting of the holders of the Independent Scheme Shares (as
defined in the Scheme of Arrangement hereinafter mentioned)
In the matter of PROFESSIONAL STAFF PLC
And
In the matter of THE COMPANIES ACT 1985
I/We*
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(BLOCK CAPITALS PLEASE)
of
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Being (a) holder(s) of Independent Scheme Shares (as defined in the Scheme of
Arrangement) of the above-named Company DO HEREBY APPOINT the Chairman of the
meeting**
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as my/our proxy to act for me/us at the meeting of the holders of the said
Independent Scheme Shares to be held at Buckland House, Waterside Drive, Langley
Business Park, Slough, Berkshire, SL3 6EZ on 9 June, 2003 at 3.00 p.m. for the
purpose of considering and, if though fit, approving (with or without
modification) the proposed Scheme of Arrangement referred to in the Notice
convening the said meeting and at such meeting or at any adjournment thereof to
vote for me/us and in my/our name(s) for the said Scheme (either with or without
modification as my/our proxy may approve) or against the said Scheme as
hereunder indicated
Dated this day of 2003
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FOR the said Scheme AGAINST the said Scheme
Signature Signature Notes:
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(1) You are requested to lodge this Form of Proxy with Company Secretary at
Buckland House, Waterside Drive, Langley Business Park, Slough, Berkshire, SL3
6EZ not less than 48 hours before the meeting but if the form is not so lodged,
it may be handed to the Chairman of the meeting.
(2) Any alterations made in this Form of Proxy must be initialled by the person
who signs it.
(3) In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the votes of
other joint holders. For this purpose, seniority will be determined by the order
in which the names stand in the Register of Members in respect of the joint
holding.
(4) The person to whom this proxy is given need not be a Member of the Company
but must attend the meeting in person to represent you. (5) The completion and
return of this form of Proxy will not prevent you from attending and voting in
person at the meeting, or any adjournment thereof, if you so wish.
(6) Where the appointor is a corporation this form must be duly executed by the
corporation or under the hand of an agent or officer duly appointed.
PROFESSIONAL STAFF PLC
(the "Company")
FORM OF PROXY
To be used by shareholders of Professional Staff plc at the Company's
Extraordinary General Meeting to be held at 3.15 p.m. on 9 June, 2003 at
Buckland House, Waterside Drive, Langley Business Park, Slough, Berkshire,
SL3 6EZ.
I/We*
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(BLOCK CAPITALS PLEASE)
of
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Being (a) member(s) of Professional Staff plc DO HEREBY APPOINT the Chairman of
the meeting**
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As my/our proxy to vote for me/us and on my/our behalf at the Extraordinary
General Meeting of the Company to be held at 3.15 p.m. on 9 June, 2003 at
Buckland House, Waterside Drive, Langley Business Park, Slough, Berkshire, SL3
6EZ and any adjournment of that meeting on the resolution(s) listed below (of
which resolution 1 will be proposed as a special resolution and resolution 2
will be proposed as an ordinary resolution).
Please indicate below how you wish your proxy to vote on the resolution(s)
specified below. Andrew Dixey, Benjamin Blackden, Sally Blackden, Christopher
Blackden, Mary Blackden, Philippa Berry, Osborne Clarke Trustees Limited, Ohsea
Holdings Limited and CS Services Limited are prevented by Rule 16 of the City
Code on Takeovers and Mergers from voting on resolution 2 and, if appointing a
proxy, shall be deemed to have only appointed a proxy in respect of resolution
1. In the absence of any instruction, the proxy will vote or abstain on the
resolutions at his or her discretion. Unless you specifically instruct
otherwise, on any other business arising at the meeting (including any motion to
amend a resolution or to adjourn the meeting) the proxy will act at his or her
discretion.
Special Resolution For /Against***
1. To approve:
(a) the Scheme of Arrangement;
(b) the reduction and subsequent increase in the capital of the Company, the
cancellation of part of the share premium account of the Company (to be applied
in paying up in full at par the ordinary shares of the Company which will be
allotted and issued, credited as fully paid up, to Ohsea Holdings Limited and/or
its nominees) and the giving of authority to the directors of the Company for
the purposes of Section 80 of the Companies Act 1985;
(c) the amendment to the Articles of Association of the Company in the manner
set out in the notice of the Extraordinary General Meeting; and
(d) subject to and conditional upon an order being made by the High Court of
Justice in England and Wales sanctioning the Scheme, the reduction of the share
premium account of the Company by (Pounds)15,000,000.
Ordinary Resolution For /Against***
2. To approve the arrangements between
Benjamin Blackden and Andrew Dixey and Ohsea Holdings Limited, as described in
the Scheme Document.
Signature
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Date this day of 2003
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* Full name(s) and address(es) to be inserted in Block Capitals. The names of
all joint holders should be stated.
** Note: If any other proxy be preferred, strike out the words "the Chairman
of the meeting" and add the name and address of the proxy desired in the
blank space provided and initial the alteration.
*** Delete as appropriate
Notes:
(1) To be effective, this Form of Proxy must be lodged with the Company
Secretary at Buckland House, Waterside Drive, Langley Business Park, Slough,
Berkshire, SL3 6EZ not less than 48 hours before the Extraordinary General
Meeting. Any Form of Proxy lodged after this time will be invalid.
(2) Any alterations made in this Form of Proxy must be initialled by the person
who signs it.
(3) In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the votes of
other joint holders. For this purpose, seniority will be determined by the order
in which the names stand in the Register of Members in respect of the joint
holding.
(4) The person to whom this proxy is given need not be a Member of the Company
but must attend the meeting in person to represent you. (5) The completion and
return of this Form of Proxy will not prevent you from attending and voting in
person at the Extraordinary General Meeting, or any adjournment thereof, if you
so wish.
(6) Where the appointor is a corporation this form must be duly executed by the
corporation or under the hand of an agent or officer duly authorised.
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\/ DETACH PROXY CARD HERE \/
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[ ] Mark, Sign, Date and Return [X]
the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (x) in Black or Blue ink.
Court Meeting
For the said Scheme [ ]
Or
Against the said Scheme [ ]
Extraordinary General Meeting FOR AGAINST
Special Resolution
1. To approve:
(a) the said Scheme [ ] [ ]
(b) the reduction and subsequent increase in the
capital of the Company, the cancellation of part
of the share premium account of the Company (to be
applied in paying up in full at par the ordinary
shares of the Company which will be allotted and
issued, credited as fully paid up, to Ohsea
Holdings Limited and/or its nominees) and the
giving of authority to the directors of the
Company for the purposes of Section 80 of the
Companies Act 1985;
(c) the amendment to the Articles of Association
of the Company in the manner set out in the notice
of the Extraordinary General Meeting; and
(d) subject to and conditional upon the Scheme
becoming effective, the reduction of the amount
standing to the credit of the share premium
account of the Company by (pounds)15,000,000.
Ordinary Resolution
2. To approve the arrangements between Benjamin [ ] [ ]
Blackden and Andrew Dixey and Ohsea Holdings
Limited, as described in the Scheme Document.
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SCAN LINE
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The Voting Instruction must be signed by
the person in whose name the relevant
Receipt is registered on the books of
the Depositary. In the case of a
Corporation, the Voting Instruction must
be executed by a duly authorized Officer
or Attorney.
Date Share Owner sign here Co-Owner sign here
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Professional Staff plc
Instructions to The Bank of New York, as Depositary
(Must be received prior to the close of business on June 4, 2003)
The undersigned registered owner of American Depositary Shares hereby
requests and instructs The Bank of New York, as Depositary, to endeavor, in so
far as practicable, to vote or cause to be voted the amount of shares or other
Deposited Securities represented by such Shares of Professional Staff plc
registered in the name of the undersigned on the books of the Depositary as of
the close of business on April 29, 2003 at the Court Meeting and Extraordinary
General Meeting of the Shareholders of Professional Staff plc to be held at
Buckland House, Waterside Drive, Langley Business Park, Slough, Berkshire, SL3
6EZ UK on June 9, 2003 or any postponement or adjournment thereof in respect of
the resolutions specified on the reverse.
NOTE:
Instructions as to voting on the specific resolutions should be
indicated by an X in the appropriate box. If no specification is made, the
Depositary will deem the undersigned to have instructed the Depositary to give a
discretionary proxy to a person designated by Professional Staff plc with
respect to such shares or other Deposited Securities and the Depositary will
give such instruction.
To change your address, please mark this box. [ ]
To include any comments, please mark this box. [ ]
Please complete and date this proxy on the reverse side and return it promptly
in the accompanying envelope.
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