18 March 2016
Globe Capital Limited
(The Company)
Notice of AGM
NOTICE IS HEREBY GIVEN that the Annual General Meeting
2015 of Globe Capital Limited will be held at Unit A, 18/F, Epoch
Industrial Building, No.8 Cheung Ho
Street, Tsing Yi, New
Territories, Hong Kong, on
11 April 2016 (Monday) at
4:00p.m. (HKT) for, inter alia, the
following purposes:-
ORDINARY BUSINESS
To consider, and if thought fit, pass the following resolutions
which will be proposed as ordinary resolutions and require that
more than half of the votes cast must be in favour of each
resolution for it to be passed.
1. |
To approve the directors'
remuneration for 2014; |
2. |
To receive and adopt the Annual
Report for the year ended 31 December 2014; |
3. |
To declare no final dividend on the
ordinary shares for 2014; |
4. |
To elect David Barnett as a director
according to Article 143.3; |
5. |
To re-appoint PKF Hong Kong as the
Company's auditors and authorise the board of directors of the
Company to fix auditors' remuneration; and |
6. |
THAT, the directors of the Company
("Directors") be generally and unconditionally authorised to allot
shares in the Company and to grant rights to subscribe for or to
convert any security into shares in the Company ("Rights") up to an
aggregate nominal amount of £200,000 provided that this authority
shall, unless renewed, varied or revoked by the Company, expire on
the conclusion of the Annual General Meeting of the Company to be
held in 2016 or, if earlier, 15 months after the date on which this
resolution has been passed, provided that the Company may, before
such expiry, make an offer or agreement which would or might
require shares to be allotted or Rights to be granted and the
Directors may allot shares or grant Rights in pursuance of such
offer or agreement notwithstanding that the authority conferred by
this resolution has expired. This authority is in substitution for
all previous authorities conferred on the Directors in accordance
with Article 23. |
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions
which will be proposed as special resolutions and require that more
than three-quarters of the votes cast must be in favour of each
resolution for it to be passed.
7. |
THAT, subject to the passing of
resolution 6 the Directors be generally empowered to allot equity
securities for cash pursuant to the authority conferred by
resolution 6 above, as if any pre-emption provisions in the
Company’s articles of association or other rights did not apply to
any such allotment, provided that the power conferred by this
resolution shall be limited to: |
7.1 |
any allotment of equity securities
where such securities have been offered whether by way of rights
issue, open offer, or otherwise to holders of equity securities in
proportion as nearly as may be practicable to their then holdings
of such securities but subject to the directors having the right to
make such exclusions or other arrangements in connection with such
offer as they deem necessary or expedient to deal with fractional
entitlements or legal or practical problems arising in, or pursuant
to, the laws of any territory or the requirements of any regulatory
body or stock exchange in any territory or otherwise
howsoever, |
7.2 |
the allotment (otherwise then
pursuant to sub-paragraph (1) above) of equity securities up to an
aggregate nominal value of £200,000 such authority and power shall,
unless renewed, varied or revoked by the Company, expire on the
conclusion of the Annual General Meeting of the Company to be held
in 2016 or, if earlier, 15 months after the date on which this
resolution has been passed, provided that the Company may, before
such expiry, make any offer or agreement or other arrangement which
would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance
of such offer or agreement or other arrangement as if the power
hereby conferred had not expired; and |
8. |
That, the shareholders approve,
ratify and confirm the placing made on 29 January 2016 past expiry
of the authority granted by the Annual General Meeting held on 1
September 2014 (the “2014 AGM”). At the 2014 AGM, the shareholders,
in Resolution 6, authorised the Directors to allot shares in the
Company and to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal
amount of £50,000 (equal to 500,000,000 ordinary shares in the
capital of the Company). The authority expired on 01 December 2015.
On 29 January 2016, the Directors allotted 114,614,285 new ordinary
shares under a placing with David Barnett, Toddbrook Investments
Limited, Boxerdome Enterprise FZE and DHD Impex Pte Limited and an
agreement with Alexander David Securities Limited. Therefore
114,614,285 ordinary shares were allotted past expiry of the
authority granted in Resolution 6 of the 2014 AGM. Resolution 8 is
a Special Resolution to retrospectively approve and ratify the
allotment of the placing shares. Having taken legal advice on the
point, the Company and the Directors have been advised that the
allotment and issue of the shares are legally valid and binding
notwithstanding the allotment past expiry of the authority. This
Resolution 8 is a mechanism by which shareholders can confirm that
they have been advised of the contravention and retrospectively
approve and ratify the allotment of the shares allotted on 29
January 2016. Neither the Directors, nor the placees, will vote at
the AGM in relation to this Resolution 8. |
By Order of the Board
Christopher Neo
Company Secretary
The Notice of AGM has been sent to shareholders.
The Directors of Globe Capital Limited accept responsibility
for this announcement.
ISDX CORPORATE ADVISER:
Alexander David Securities Limited
David Scott – Chief Executive
James Dewhurst – Institutional
Sales
Telephone: +44 (0) 20 7448 9820
http://www.ad-securities.com
49 Queen Victoria Street,
London EC4N 4SA