TIDMAPQ
RNS Number : 8955D
APQ Global Limited
01 July 2019
NOTICE OF ANNUAL GENERAL MEETING
APQ GLOBAL LIMITED
(Incorporated in Guernsey under the Companies (Guernsey) Law,
2008, as amended, with registered number 62008)
NOTICE is hereby given pursuant to the Articles of Incorporation
of APQ GLOBAL LIMITED (the "Company") that the Annual General
Meeting of the Company will take place at 2pm on Tuesday 16 July
2019 at 2.00pm 1(st) Floor, Tudor House, Le Bordage, St Peter Port,
Guernsey for the purpose of considering and if thought fit, passing
the following resolutions:
AGENDA
Ordinary Business to be proposed as Ordinary Resolutions
1. To receive and consider the Annual Report and Audited
Financial Statements of the Company together with the
reports of the Directors and Auditors therein, for
the year ended 31 December 2018
2. To ratify the appointment of BDO 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
3. To authorise the Directors to determine the remuneration
of the Auditors
4. To authorise and agree the Directors' remuneration
5. To re-elect Mr Wesley Davis as a Director of the Company
having been appointed as a Director on 1 January 2019
Special Business to be proposed as Special Resolution
6. THAT the Directors be and are hereby unconditionally
authorised to issue and/or sell from treasury for cash
up to 7,818,789 Ordinary Shares, at not less than the
book value per Ordinary Share, which represents 10
per cent. of the total number of Ordinary Shares in
issue at the date of this notice, as if the pre-emption
rights conferred by the Company's articles of incorporation
did not apply to the issue and/or sale, such authority
to expire at the annual general meeting of the Company
to be held in 2020, save that the Company may, at any
time prior to the expiry of such authority, make an
offer or enter into an agreement which would or might
require the allotment and/or sale of Ordinary Shares
in pursuance of such an offer or agreement as if such
authority had not expired.
7. THAT the Company generally be and is hereby authorised
for the purposes of section 315 of The Companies (Guernsey)
Law, 2008, as amended (the "Law") (subject to all applicable
legislation and regulations) to make market acquisitions
(as defined in the Law) of its Ordinary Shares for
all and any purposes, provided that:
a) the maximum number of Ordinary Shares hereby authorised
to be purchased shall be 11,720,364 being 14.99
per cent. of the Ordinary Shares in issue at the
date of this notice;
b) the minimum price (exclusive of expenses) which
may be paid for the Ordinary Shares shall be GBP0.01
c) the maximum price, exclusive of any expenses,
which may be paid for an Ordinary Share shall
be an amount equal to 105 per cent. of the average
of the market values of those Ordinary Shares
for the five business days immediately before
the purchase is made;
d) this authority shall expire at the conclusion
of the annual general meeting of the Company to
be held in 2020;
e) before such expiry the Company may enter into
a contract to purchase shares that would or might
require a purchase to be completed after such
expiry;
f) the purchase price may be paid by the Company
to the fullest extent permitted by the Law; and
g) any Ordinary Shares bought back by the Company
may be held in treasury in accordance with the
Law or be subsequently cancelled by the Company.
By order of the Board
Active Services (Guernsey) Limited
Company Secretary
Date: 1 July 2019
Notes:
1. Any shareholder entitled to attend, speak and vote at the
meeting is entitled to appoint one or more proxies to attend, speak
and, on a poll, vote instead of him. A proxy need not be a
shareholder of the Company. A shareholder may appoint more than one
proxy in relation to the meeting provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by the shareholder. A shareholder entitled to more than
one vote need not, if he votes, use all his votes or cast all the
votes he uses in the same way. A proxy may be an individual or a
body corporate who need not be a shareholder of the Company.
2. In the case of a shareholder which is a company, the
instrument appointing a proxy may be executed under the
shareholder's common seal (or in any other manner permitted by law
and having the same effect as if executed under seal) or under the
hand of a duly authorised officer, attorney or other person.
3. The Form of Proxy, together with, if appropriate, any power
of attorney or other authority or a notarially certified copy of
any power of attorney or other authority (if any) under which it is
signed, must be deposited at the Company Secretary, Active Services
(Guernsey) Limited, 1(st) Floor, Tudor House, Le Bordage, St Peter
Port, Guernsey, Channel Islands, GY1 1DB no later than 2pm on 14
July 2019, or not less than 48 hours before (excluding weekends and
bank holidays) the time for holding any adjourned meeting, as the
case may be.
4. To appoint more than one proxy to vote in relation to
different shares within your holding you may photocopy the form.
Please indicate the proxy holder's name and the number of shares in
relation to which they are authorised to act as your proxy (which
in aggregate should not exceed the number of shares held by you).
Please also indicate if the proxy instruction is one of multiple
instructions being given. All Forms of Proxy must be signed and
should be returned together in the same envelope.
5. Joint registered holders of shares do not have the right of
voting individually in respect of such shares but shall elect one
of the joint holders to represent them and to vote, whether in
person or by proxy, in their name. In the absence of such election
the person whose name stands first on the register of shareholders
will alone be entitled to vote with respect to such shares.
6. Any corporation which is a shareholder of the Company may, by
resolution of its directors or other governing body, authorise such
person as it thinks fit to act as its representative at any meeting
of any class of shareholders of the Company or to approve any
resolution submitted in writing and the person so authorised shall
be entitled to exercise on behalf of the corporation which he
represents the same powers (other than to appoint a proxy) as that
corporation could exercise if it were an individual shareholder of
the Company.
7. To change your proxy instructions, simply submit a new proxy
appointment using the method set out above. If you submit more than
one valid proxy appointment, the appointment received last before
the latest time for the receipt of proxies will take precedence.
Please note that the cut-off time for receipt of proxy appointments
also applies in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be
disregarded.
8. Return of a completed Form of Proxy will not preclude a
shareholder from attending and voting personally at the meeting. If
you have appointed a proxy and attend the meeting in person, your
proxy appointment will automatically be terminated.
9. Only shareholders registered in the register of shareholders
of the Company 48 hours before the time fixed for the meeting or
adjourned meeting shall be entitled to attend, speak and vote at
the meeting in respect of the number of shares registered in their
name at that time. Changes to entries on the register after such
time shall be disregarded in determining the rights of any person
to attend or vote at the meeting.
10. The quorum for a general meeting is one or more shareholders
present in person or by proxy and holding 5 per cent. or more of
the voting rights available at such meeting.
11. The majority required for the passing of a special
resolution is not less than seventy five per cent. (75 per cent.)
of the total number of votes cast in favour of the resolution.
12. If the resolutions are duly passed at the meeting (or any
adjourned meeting), and other necessary formalities are completed,
this will result in the proposed resolutions becoming binding on
each shareholder in the Company whether or not they voted in favour
of the resolutions, or voted at all.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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