TIDMBILL
RNS Number : 5585V
Billing Services Group Limited
03 November 2017
NEWS RELEASE
3 November 2017
Billing Services Group Limited
('BSG' or the 'Company')
Notice of AGM
BSG is pleased to announce that it has today posted its Notice
of Annual General Meeting ("AGM") to shareholders.
The AGM will be held at the offices of Reed Smith LLP at The
Broadgate Tower, 20 Primrose Street, London EC2A 2RS, United
Kingdom on 6 December 2017 at 10:00 a.m. (UK time).
END
Inquiries:
Billing Services Group Limited +1 210 949 7000
Norm Phipps
finnCap Limited +44 (0)20 7220 0500
Stuart Andrews/Scott Mathieson
BSG Media Relations +1 210 326 8992
Leslie Komet Ausburn
About BSG:
BSG has locations in San Antonio, Texas, USA and Aldermaston,
United Kingdom, and is traded on the London Stock Exchange (AIM:
BILL). For more information on BSG, visit www.bsgclearing.com.
BILLING SERVICES GROUP LIMITED
(Company Number EC 36839)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to what action you should take, you
are recommended to seek your own financial advice from your
stockbroker or other independent adviser.
If you have recently sold or transferred all of your shares in
Billing Services Group Limited, please forward this document,
together with the accompanying documents, as soon as possible
either to the purchaser or transferee or to the person who arranged
the sale or transfer so they can pass these documents to the person
who now holds the shares.
Notice is hereby given that the 2017 Annual General Meeting of
Billing Services Group Limited (the "Company") will be held at the
offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose
Street, London EC2A 2RS, United Kingdom on 6 December 2017 at 10.00
a.m. GMT for the purpose of considering and, if thought fit,
passing the following resolutions:
As Ordinary Business
Each of the following resolutions will be proposed as an
ordinary resolution:
1. To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2016 together with the last
directors' report and auditors' report on those accounts.
2. To reappoint Patrick Heneghan as director who retires by
rotation as required by Bye-law 91 of the Bye-laws of the
Company.
3. To reappoint Jason Wolff as director who retires by rotation
as required by Bye-law 91 of the Bye-laws of the Company.
4. To reappoint Weaver and Tidwell, L.L.P. as the auditors of
the Company to hold office from the conclusion of the AGM to the
conclusion of the next meeting at which the annual accounts are
laid before the Company.
5. To authorise the directors to determine the remuneration of
Weaver and Tidwell, L.L.P. as the auditors of the Company.
By Order of the Board Registered Office:
Diane Perinchief Canon's Court
Secretary 22 Victoria Street
3 November 2017 Hamilton HM 12
Bermuda
NOTES
1. Resolutions 1-5 will be passed if approved by more than fifty
per cent. of the votes of those Members entitled to vote and voting
on the resolutions.
2. A Member entitled to attend and vote at the meeting convened
by this notice is entitled to appoint one or more proxies to attend
and, on a poll, vote in his place. A proxy need not be a member of
the Company, but must attend the meeting to represent the relevant
Member.
3. A Member may appoint one or more proxies in relation to the
AGM provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that Member. A
Member may not appoint more than one proxy to exercise rights
attached to any one existing ordinary share. If a Member wishes to
appoint more than one proxy, please contact the Company's Share
Registrars, Capita Asset Services on 0871 664 0300. Lines are open
from 09:00 to 17:30 Monday to Friday, excluding public holidays.
Alternatively you may write to Capita Asset Services, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU for additional proxy forms and for
assistance.
4. The form of proxy must be signed by the appointor or his
attorney duly authorised in writing. In the case of joint holders,
the signature of only one of the joint holders is required on the
form of proxy. However, if more than one holder is present at the
meeting, the vote of the first named on the register of members of
the Company will be accepted to the exclusion of other joint
holders. If the appointor is a corporation, the form of proxy
should be signed on its behalf by an attorney or duly authorised
officer or executed as a deed or executed under common seal.
5. Forms of Direction from holders of Depositary Interests must
be deposited at the office of the Depositary, Capita IRG Trustees
Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU,
United Kingdom not later than 10:00 GMT on 1 December 2017.
6. Any corporation which is a Member of the Company can appoint
one or more corporate representatives who may exercise on its
behalf all of its powers as a Member provided that they do not do
so in relation to the same existing ordinary share.
7. To appoint a proxy you may use the form of proxy enclosed
with this notice of AGM. Please carefully read the instructions on
how to complete the form of proxy. To be valid, the form of proxy,
together with the power of attorney or other authority (if any)
under which it is signed or a notarially certified or office copy
of the same, must be deposited by 10:00 GMT on 4 December 2017 with
the Company's registrars, Capita Asset Services, PXS1, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU. The completion and return of a form
of proxy will not preclude a Member from attending the AGM and
voting in person if he or she so wishes. If a Member has appointed
a proxy and attends the AGM in person, such proxy appointment will
automatically be terminated.
8. The Company, pursuant to regulation 41 of the Uncertificated
Securities Regulations 2001, specifies that only those shareholders
registered in the register of members of the Company as at close of
business on 4 December 2017, or, if the meeting is adjourned, 48
hours before the time fixed for the adjourned meeting (excluding
any part of a day that is not a business day), shall be entitled to
attend or vote at the meeting in respect of the number of common
shares registered in their name at that time. Changes in entries on
the relevant register of members after such time and date shall be
disregarded in determining the rights of any person to attend or
vote at this meeting.
9. Any Member may insert the full name of a proxy or the full
names of two alternative proxies of the Member's choice in the
space provided with or without deleting "the Chairman of the
meeting". The person whose name appears first on the form of proxy
and has not been deleted will be entitled to act as proxy to the
exclusion of those whose names follow. If this proxy form is signed
and returned with no name inserted in the space provided for that
purpose, the Chairman of the meeting will be deemed to be the
appointed proxy. Where a Member appoints as his/her proxy someone
other than the Chairman, the relevant Member is responsible for
ensuring that the proxy attends the meeting and is aware of the
Member's voting intentions. Any alteration, deletion or correction
made in the form of proxy must be initialled by the
signatory/ies.
10. As at the close of business on the date immediately
preceding this notice the Company's issued share capital comprised
282,415,748 common shares. Each ordinary share carried the right to
one vote at the AGM and, therefore, the total number of voting
rights in the Company as at the close of business immediately
preceding this notice is 282,415,748.
11. CREST members who wish to appoint a proxy or proxies through
the CREST Electronic Proxy Appointment Service may do so for the
AGM and any adjournment(s) thereof by following the procedures
described in the CREST manual. All messages relating to the
appointment of a proxy or an instruction to a previously-appointed
proxy, which are to be transmitted through CREST, must be received
by Capita Asset Services, (ID RA10) no later than 10:00 GMT on 4
December 2017, or, if the meeting is adjourned, 48 hours before the
time fixed for the adjourned meeting (excluding any part of a day
that is not a business day).
12. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the
Registrars, in the case of a Member which is a company, the
revocation notice must be executed in accordance with note 4 above.
Any power of attorney or any other authority under which the
revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice must be
received by Capita Asset Services not less than 48 hours (excluding
any part of a day that is not a business day) before the time fixed
for the holding of the Meeting or any adjourned Meeting (or in the
case of a poll before the time appointed for taking the poll) at
which the proxy is to attend, speak and to vote. If you attempt to
revoke your proxy appointment but the revocation is received after
the time specified then, subject to the paragraph directly below,
your proxy appointment will remain valid.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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