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Alina Holdings PLC (ALNA)
Alina Holdings PLC: AGM Notice
30-Apr-2024 / 11:43 GMT/BST
This
document
is
important
and
requires
your
immediate
attention.
If you are
in any doubt
as to any
aspect
of
the
proposals
in
this
document
or
the
action
you
should
take,
you
should
seek
your
own
advice
from
a
stockbroker,
solicitor,
accountant,
or
other
independent
professional
adviser.
If
you
have
sold
or
otherwise
transferred all your shares in the Company, please forward this document,
and
the
enclosed
Form
of
Proxy, as
soon
as
possible
to
the
purchaser
or
transferee
or
to
the
person
who
arranged
the
sale
or
transfer
so
they
can pass this document to the person
who now holds the shares.
Alina
Holdings
PLC
Notice
of
Annual
General
Meeting
Alina
Holdings
PLC
(company number 05304743) (the “Company”)
NOTICE IS HEREBY
GIVEN that the
Annual General Meeting (the “Meeting”) of
the Company will be
held at Anjuna, 28 Avenue
de la Liberté, 06360 Eze, France on
Wednesday
12th
June 2024
at 10 am
(CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 5 as ordinary resolutions and as to resolutions 6 to 8 as special resolutions.
The
financial
statements
for
the
company
for
the
12
month
period
ended
31
December
2023
will
be
published
on
or
before 30 April
2024.
The
Directors
consider
that
all
the
resolutions
to
be
put
to
the
Meeting
are
in
the
best
interests
of
the
Company
and its shareholders as a whole and
unanimously recommend shareholders to vote in favour of all
the proposed
resolutions.
The
Directors
intend
to
vote,
in
respect
of
their
own
beneficial
holdings,
in
favour
of
all
the proposed resolutions.
Ordinary
Business
-
To
receive
and
adopt
the
report
of
the
Directors
and
the
financial
statements
of
the
Company
for
the
12
months period ended
31 December 2023,
together with the
report of the
auditors thereon.
-
To approve
the Remuneration Report contained in the report of the Directors
and the financial statements for the 12 months’ period
ended 31 December 2023.
-
To
re-appoint
RPG
Crouch
Chapman
LLP
as
auditors
to
the
Company,
to
hold
office
until
the
conclusion
of the next general meeting at
which accounts are laid before the Company, and to authorise the
Directors to determine their remuneration.
-
To re-elect Tim Donell as a director in accordance with
article 112 of the Company’s Articles of Association.
Special Business
-
THAT the Directors
be generally and
unconditionally authorised
in accordance with
Section 551 of the
Companies Act 2006 (the “Act”) to allot shares in the
Company or grant rights to subscribe for or to convert any securities into shares in the Company (“Relevant
Securities”)
up to a maximum aggregate nominal amount of £75,650 provided that this authority shall expire at the conclusion of the next annual general meeting of the
Company or, if earlier, fifteen (15) months from the date of
passing this Resolution save that the Company may before such
expiry make an offer or agreement which would or might
require Relevant Securities
to be allotted
after such expiry
and the Directors
may allot Relevant
Securities in pursuance of such an offer or agreement as if the authority conferred had not expired.
-
THAT, subject to and
conditional on, the passing of Resolution 5, the Directors be
empowered, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary
shares
(as
defined
in
section
560(1)
of
the
Act)
held
by
the
Company
as
treasury
shares
for
cash
pursuant to the
authority given by
Resolution 7 as
if Section 561(1)
of the Act did
not apply to
any such allotment and/or
sale of ordinary
shares provided that
this power shall
be limited to:
-
the
allotment
of
equity
securities
and/or
sale
of
ordinary
shares
in
connection
with
a
rights
issue
or
any
other
offer
to
holders
of
ordinary
shares
in
proportion
(as
nearly
as
practicable)
to
their
respective
holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or
expedient in relation to treasury shares, fractional
entitlements, record
dates,
legal
or
practical
problems
in
or
under
the
laws
of
any
territory
or
the
requirements
of
any regulatory body or stock exchange; and
-
the
allotment
(otherwise
than
pursuant
to
sub-paragraph
(a)
above)
of
equity
securities
and/or
sale
of ordinary shares
up to an
aggregate nominal amount
of £11,348;
and this authority shall expire at
the conclusion of the
next annual general meeting of the
Company or, if earlier, 15 months
from the date
of passing this Resolution save that
the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted and/or ordinary
shares
to
be
sold
after
such
expiry
and
the
Directors
may
allot
equity
securities
in
pursuance
of
such
an
offer
or
agreement
as
if
the
power
conferred
hereby
has
not
expired.
-
THAT the Company
be generally and
unconditionally authorised
pursuant to section
701 of the Act
to make
market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1p each in
the capital of
the Company (“Ordinary Shares”) on
such terms and
in such manner
as the directors may from time to
time determine, provided that:
-
the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the number representing
14.99% of the issued share capital of the Company (excluding shares
held by the Company
in treasury) at
the date of
this Notice or
such number of
Ordinary Shares as is
closest to but
does not exceed
14.99% of the
issued share capital
(excluding shares held
by the Company in
treasury) as at
the date of the
Meeting;
-
the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p (being the nominal
value of an
Ordinary Share);
-
unless a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid
for
an
Ordinary
Share
(exclusive
of
expenses)
is
an
amount
equal
to
the
higher
of:
(a)
105%
of
the average
of
the
middle
market
quotations
for
an
Ordinary
Share
as
derived
from
the
Daily
Official
List of the London Stock Exchange
for the five business days immediately preceding the day on
which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade in
Ordinary Shares and
the highest then
current independent bid
for the Ordinary
Shares on the London Stock Exchange and where a tender offer
is made to all holders of Ordinary Shares the maximum
price
which
may
be
paid
for
an
Ordinary
Share
is
an
amount
equal
to
the
net
asset
value
per Ordinary Share
at the latest
practicable date prior
to such purchase,
all as determined
by the directors;
-
the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in
2025 or 15
months from the
date of the
passing of this
resolution, whichever is
the earlier; and
-
the Company may
make a contract
to purchase Ordinary
Shares under this
authority before the expiry
of the authority
which will or
may be executed
wholly or partly
after its expiry
and may make a
purchase of Ordinary
Shares in pursuance
of any such
contract.
-
THAT, as permitted
by section 307A
of the Act, any
general meeting of
the Company (other
than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions
of the articles of association of the Company provided that the
authority of this resolution shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2025.
BY
ORDER
OF
THE
BOARD
Alasdair Johnston Company Secretary
Alina Holdings PLC
Company
Number
05304743
28 April 2024
Registered
office:
Eastleigh Court Bishopstrow
Warminster BA12 9HW
Notes on the
Resolutions
Resolution
1 relates
to
the
requirement
for
the
directors
to
present
the
report
of
the
directors
and
the
accounts
of
the
Company to shareholders at the
Meeting. The report of
the directors, the accounts and the
report of the
Company’s Auditors on the
accounts and on
those parts of
the directors’ remuneration report that are
capable of being
audited are contained within the Report and
Accounts.
Resolution
2 relates to the requirement for an annual advisory vote on the directors’ remuneration
report
in
terms
of
the arrangements for pay
and share awards to
directors. Details of these
are contained in the
Remuneration section of the report of the directors and the financial statements within the Report and Accounts. The vote on this resolution is advisory only, and
any entitlement of a
director to remuneration is not
conditional on this
resolution being passed.
Resolution
3
relates
to
the
requirement
that
the
auditors
of
a
company
must
be
re-appointed
at
each
general
meeting
at which accounts are laid.
This Resolution seeks approval for the
re-appointment of RPG
Crouch Chapman LLP as
auditors of the
Company, to hold office until the conclusion of the next Annual
General Meeting at which accounts are laid. Pursuant to this Resolution, Shareholders
are also being asked to authorise the directors to determine the
remuneration payable
to RPG Crouch Chapman LLP as
auditors.
Resolution
4 relates to the re-election of Tim
Donell who offers himself for re-election.
The
Company’s
Articles
of
Association
require
one
third
of
the
directors
to
retire
by
rotation
at
each
Annual
General
Meeting
(excluding
any
director
standing for re-election in accordance with article 118 of
the Company’s Articles of Association).
Resolution 5
replaces the existing authority of the
directors to allot shares, which expires at the conclusion of
the Meeting. The resolution
authorises
the
directors
to
allot
a
maximum
of
7,565,000
shares
with
an
aggregate
nominal
value
of
£75,650.
This
is
equivalent
to
approximately
one
third
of
the
current
issued
share
capital
of
the
Company
(excluding
shares
held
in
treasury)
as
at
the
date
of
the
Notice.
The
number
of
shares
currently
held
in
treasury
is
9,164,017
(nominal
value
£91,640).
The
directors
have
no
present
intention
to
exercise
the
authority
conferred
by
the
resolution,
which
will
lapse at the
earlier of the
2024 Annual General Meeting or 15
months after the
Meeting.
Resolution
6, which
is subject to the
passing of Resolution 5, will
be proposed as a
special resolution for the
renewal of the directors’ authority to allot equity securities for cash, without first offering them to shareholders
pro
rata
to
their
holdings.
This
authority
facilitates
issues
(or
sales
of
ordinary
shares
held
in
treasury)
made
by
way
of
rights
to
shareholders
which
are
not
strictly
in
accordance
with
section
561(1)
of
the
Companies
Act
2006
and
authorises
other
allotments
of
up
to
a
maximum
aggregate
nominal
amount
of
£11,348
(representing
1,134,800
shares),
which
represents
approximately
5 per cent of the current issued ordinary share capital of the Company. This authority
also
allows
the
directors,
within
the
same
aggregate
limit,
to
sell
for
cash
shares
that
may
be
held
by
the
Company
in
treasury.
The
Directors
have
no
present
intention of exercising this
authority.
Resolution
7
seeks
to
renew
the
directors’
authority
to
purchase
the
Company’s
Ordinary
Shares,
up
to
a
maximum
of 14.99%
of
the
Company’s
issued
share
capital
(excluding
shares
held
in
treasury),
for
a
further
year.
The
directors
have
no
present
intention
to
exercise
this
authority
but
will
keep
the
matter
under
review,
taking
into
account
the
financial
resources of the
Company, the Company’s share price and
future funding opportunities. The authority would only be
exercised if the directors believe that to do so would result in an
increase in earnings per share and would be in the
best
interests
of
shareholders
generally.
Any
purchases
of
shares
would
be
by
means
of
market
purchases
through
the
London Stock Exchange. Save to
the extent purchased pursuant to the
regulations concerning treasury shares, any Ordinary Shares purchased
in
this
way
will
be
cancelled
and
the
number
of
shares
in
issue
will
be
reduced
accordingly.
This
would
give
the
Company
the
ability
to
re-issue
treasury
shares
quickly
and
cost
effectively
and
would
provide
the Company
with
greater
flexibility
over
the
management
of
its
capital
base.
Resolution
7
will
be
proposed
as
a
special
resolution.
Resolution 8
authorises the holding of general
meetings, other than Annual General Meetings, on 14 days’
notice. Although the Articles currently permit this, the Act requires a shareholder resolution to be passed to authorise general meetings to be
held on 14
days’ notice. The minimum notice period for general meetings would otherwise be 21
days. The directors
would
not
make
use
of
the
reduced
notice
period
unless
they
considered
this
to
be
in
the
best
interests
of
members as a
whole. Resolution 8 will
be proposed as a
special resolution.
General Notes
-
Shareholders are encouraged to appoint the Chairman of the
Meeting as their proxy to cast
their votes on their behalf.
-
The Board will arrange
for the legal requirements for the holding of the Meeting to be
satisfied by the attendance of one or more Directors
and the Company Secretary, who will form a quorum and will
ensure that the proxy
votes of Shareholders
are recorded. We
therefore strongly encourage
you to vote by
proxy, ensuring that
you appoint the
Chairman of the
Meeting as your
proxy. To
ensure that the voting preferences
of
all
Shareholders
are
taken
into
account,
the
Company
will
conduct
a
poll
vote
on
all
Resolutions
put
to the Meeting. The results of the poll will be released to the market and published on the Company’s website as soon as practicable after the conclusion of
the Meeting.
-
As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders
must be entered
on the Company’s
share register at
6.30 p.m. on Monday
10th June
2024 in order to be entitled to attend and vote at the Meeting (or, if the Meeting is adjourned, on the Company’s share register at 6.30
p.m.
on
the
day
two
business
days
before
the
time
fixed
for
the
adjourned
Meeting).
Such
shareholders
may
only cast votes
in respect of
shares held at
such time. Changes
to entries on
the relevant register
after that time shall
be disregarded in
determining the rights
of any person
to attend or
vote at the
Meeting.
-
Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (who need not be a member of the Company) to attend and to vote instead of the member. Completion and return of a form of proxy will
not
preclude
a
member
from
attending
and
voting
at
the
meeting
in
person,
should
he
subsequently
decide
to
do so. A form to be used for appointing a proxy or proxies for this meeting to vote on your behalf accompanies this Notice.
-
A body corporate which is a member of the Company may appoint
one or more corporate representatives to exercise all the powers of a shareholder on its behalf, provided that representatives of the same corporation do not exercise their powers differently in relation to the same shares.
-
In order to be valid, any form of proxy and power of attorney
or other authority under which it is signed, or a
notarially
certified
or
office
copy
of
such
power
or
authority,
must
reach
the
Company’s
registrars,
Equiniti
Limited,
Aspect House, Spencer Road, Lancing, BN99 6DA, not less than 48 hours before the time of the Meeting or of any adjournment of the
Meeting.
-
CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so
by utilising the procedures described in the CREST Manual on the
Euroclear website (www.euroclear.com).
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.
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, regardless
of whether it
constitutes the appointment
of a proxy or
an amendment to
the instruction given
to a previously
appointed proxy, must
(in order to be
valid) be transmitted
so as to be
received by the
issuer’s agent (ID
RA19) by the
latest time(s) for
receipt of proxy appointments specified in this Notice. 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.
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.
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.
-
Persons with information rights under section 146 of the Act do not have the right to appoint a proxy. Any purported exercise by such persons (whether by completion and return of a form of proxy, or otherwise) will be ineffective. Such
persons
may,
however,
have
specific
rights
to
instruct
the
member
who
granted
the
information
rights
as
to
how such member exercises their right to appoint a
proxy.
-
Any member attending the Meeting is entitled, pursuant to section 319A of the Act, to ask any question relating to the business being dealt with at the Meeting. The Company will answer any such questions unless: (i) to do so would
interfere
unduly
with
the
preparation
for
the
Meeting
or
involve
the
disclosure
of
confidential
information;
or
(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
be
answered.
-
The total number of Ordinary Shares in issue as at
26th April
2024, the last practicable date before printing this
document, was 31,861,414 Ordinary Shares of which 9,164,017 were held in treasury and the total level of voting rights
was 31,861,414, of
which 9,164,017 were
attached to shares
held in treasury
by the Company.
-
Pursuant to sections
527 to 531 and
sections 338 and
338A of the
Act: (i) a
member or members
having a right to vote at the
meeting and holding at least 5 per cent. of total voting rights of
the Company; or (ii) at least 100 members having a right to vote at the meeting where each holds, on average, at least £100 of paid up share capital may request the Company to:
-
publish on its
website, a statement
setting out any
matter that such
member or members
propose to raise
at the
Meeting relating to the audit of the Company’s accounts (including the auditors’ report and the conduct of the audit) that are to be
laid before the Meeting; and/or
-
give notice of a resolution which may properly be moved and
which such members intend to move at the Meeting;
and/or
-
include in the
business of the
Meeting any matter
(other than a
proposed resolution) which
may properly be included in the
business.
A
request
that
the
Company
publish
a
statement
on
its
website,
as
described
in
sub-paragraph
-
above, must 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
be received by the Company at least one week before
the Meeting. The Company must forward such a statement to the
Company’s auditors no later than the time the
statement is made
available on the
Company’s website, and
the statement may
be dealt with
as part of the
business of the Meeting.
A request to give
notice of a resolution which members intend to move at the Meeting,
as described in sub- paragraph
(b) above, must (i) identify the resolution of which notice is to
be given; (ii) be authenticated by the person or persons making it; and (iii) be received by the Company not later than six weeks before the Meeting. The Company must circulate the resolution proposed to each
member entitled to receive notice of
the Meeting.
A
request
for
the
inclusion
of
an
item
in
the
business
of
the
Meeting,
as
described
in
sub-
paragraph
(c)
above,
must
(i)
identify
the
matter
for
inclusion;
(ii)
be
accompanied
by
a
statement
setting
out
the
grounds
for
the
request;
(iii) be authenticated by the
person or persons making it; and
(iv) be received by the
Company not later
than six weeks before the Meeting. The Company must include the matter proposed in the business to be dealt with at the Meeting.
A
member
or
members
wishing
to
make
requests
as
described
in
this
note
11
must
send
the
request,
together
with
their
name
and
address
and
share
certificate
number(s),
to
the
Company
using
the
following
method:
-
by
email
to
the
Company
Secretary
at
alasdair@atheniumconsultancy.com
-
Copies of the
service contracts and
letters of appointment
of each of the
directors are available
for inspection at
the
registered
office
of
the
Company
during
usual
business
hours
on
any
weekday
(Saturdays,
Sundays
and
public
holidays excluded) and
at the place of
the Meeting from
at least 15
minutes prior to
and until the
conclusion of the
Meeting.
-
A copy of this Notice together with other information required under the Act may be accessed on the Company’s website
www.alina-holdings.com.
Any shareholders’ statements, shareholders’ resolutions and
shareholders’ matters of business
received by the
Company after the
date of the
Notice will be
added to the
information already available
on the website
as soon as
reasonably practicable.
-
The results of the voting at the Meeting will be announced via a regulatory information service and will also appear on the Company’s
website.
-
You may not use any electronic address provided either in this Notice or any related documents (including the proxy form)
to communicate with
the Company for
any purposes other
than those expressly
stated.
-
If you are an institutional investor, you may be able to
appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please go
to www.proxymity.io. Your proxy must be lodged by 9:00 am BST on
Monday 10 June 2024 in order to be considered valid. Before you can
appoint a proxy via this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is important that
you read these carefully as you will be bound by them, and they
will govern the electronic appointment of your proxy.
Dissemination of a Regulatory Announcement, transmitted by EQS
Group.
The issuer is solely responsible for the content of this
announcement.
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