TIDMGWI
RNS Number : 6679M
Globalworth Real Estate Inv Ltd
01 August 2017
Globalworth Real Estate Investments Limited
Notice of EGM
Globalworth Real Estate Investments Limited (the "Company")
announces that an Extraordinary General Meeting ("EGM") of the
Company will be held at 10.00 a.m. on 31 August 2017 at Ground
Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1
2HT.
The purpose of the EGM is to ask Shareholders to authorise the
Board, as permitted by and in accordance with the Articles, to
exercise the powers of the Company to issue, grant options to
subscribe for, or to convert any securities into, shares in the
Company and to authorise the Board to be able to offer Shareholders
the opportunity to elect to receive scrip dividends in the form of
Shares instead of a cash dividend (a "Scrip Dividend").
Copies of the circular containing the Notice of EGM (the
"Circular") have been posted to Shareholders. In addition to
containing the Notice of EGM, the Circular also contains an
explanation of each resolution being proposed and the
recommendation of the Board to vote in favour of each
resolution.
A full copy of the Circular can be found here:
www.globalworth.com/investor-relations/key-corporate-documents.aspx
For further information visit www.globalworth.com or
contact:
Panmure Gordon (Nominated Tel: +44 20 7886 2500
Adviser and Joint Broker)
Andrew Potts
Jefferies (Joint Broker) Tel: +44 20 7029 8000
Stuart Klein
Milbourne (Public Relations) Tel: +44 7903 802545
Tim Draper
About Globalworth
Globalworth is a real estate investment company active in the
SEE and CEE regions with a prime focus on Romania. The Company is
internally managed by c.70 professionals and its portfolio
comprises high quality real estate investments valued at c. Euro
983.3 million at 31 March 2017, all located in Romania.
EXTRACT FROM CIRCULAR
1. Introduction
Under the Articles, the Board may, with the authority of
Shareholders given at a general meeting, exercise the powers of the
Company to issue, grant options to subscribe for, or to convert any
securities into, shares in the Company and may offer Shareholders
the opportunity to elect to receive scrip dividends in the form of
Shares instead of a cash dividend (a "Scrip Dividend").
This Circular contains a notice of extraordinary general meeting
at which resolutions will be proposed to grant those authorities,
an explanation of each resolution and the recommendation of the
Board to vote in favour of each resolution.
2. Authority to issue Shares
Under the Articles, the Directors are generally and
unconditionally authorised to exercise all powers of the Company to
issue, grant rights to subscribe for, or to convert any securities
into, shares in the Company pursuant to the Plan and otherwise to
issue, grant rights to subscribe for, or to convert any securities
into, such number of shares of such class in the Company during
such period as shall from time to time be authorised by ordinary
resolution. An authority granted by Shareholders to that effect on
16 December 2016 expired at the 2017 AGM.
Proposed Resolution 1 sets out the terms of a proposed renewal
of the approval from Shareholders to authorise the Directors to
issue, grant rights to subscribe for, or convert any security into,
shares in the Company up to a maximum aggregate of 55,903,954
Shares which represents approximately two-thirds of the Company's
issued share capital as at the date of this Circular. The authority
set out in proposed Resolution 1 is intended to provide the Board
with authority to issue shares in the Company (or grant rights to
subscribe for, or convert securities into, shares in the Company)
to allow flexibility to support the Company's commercial objectives
through equity finance in suitable circumstances. The authority
will expire at the conclusion of the Annual General Meeting of the
Company in 2018 unless the authority is varied, revoked or renewed
prior to such time or at the 2018 AGM. In addition, the resolution
will permit the Directors to make an offer or agreement prior to
the expiry of the authority which would or might require Shares to
be issued or rights to subscribe for or to convert any securities
into Shares to be granted after such expiry and the Directors may
issue Shares or grant such rights under any such offer or agreement
as if the authority had not expired.
3. Disapplication of pre-emption rights
Before the Directors may issue new Shares, or rights to
subscribe for, or to convert securities into, Shares ("Equity
Securities") for cash, the Articles require that such Equity
Securities are first offered to the Shareholders in proportion to
their existing holdings. The pre-emption rights under the Articles
do not apply to:
(i) the issue of Shares pursuant to the Plan;
(ii) the issue of Shares pursuant to the exercise of any Equity
Securities issued in accordance with the warrant instrument
executed by the Company as a deed poll dated 24 July 2013; and
(iii) the issue of any Shares pursuant to any scrip dividend
scheme implemented by the Company in accordance with the Articles,
or any pro-rata bonus issue of Shares.
The Statement of Principles issued by The Pre-Emption Group is a
statement of principles to be taken into account by companies when
considering the case for disapplying pre-emption rights. The
Statement of Principles recommends that shareholders authorise the
disapplication of pre-emption rights for issues representing no
more than 5% of the issued ordinary share capital of a company in
any one year and no more than an additional 5% of the issued
ordinary share capital in connection with a specified acquisition
or capital investment which is announced contemporaneously with the
issue, or which has taken place in the preceding six-month period
and is disclosed in the announcement of the issue, and that a
company should not issue non-pre-emptively for cash equity
securities that represent more than 7.5% of its issued ordinary
share capital in any three-year period (subject to certain
exceptions).
Articles 5.2.1, 5.2.3 and 5.2.4 of the Articles permit a partial
disapplication of the pre-emption rights contained in the Articles
by special resolution of the Shareholders with respect to an issue
of Shares:
(i) in connection with any acquisition by the Company or any
member of the Group (a) to the extent that claw-back participation
is offered to Shareholders pursuant to and consistent with the
Statement of Principles or (b) up to a maximum aggregate of
6,779,771 Shares or, if greater, the maximum number of Shares equal
to that comprised within any claw-back participation offered to
existing Shareholders pursuant to and consistent with the Statement
of Principles (the "Acquisition Share Authority");
(ii) pursuant to any employee emolument arrangements of the
Company (other than the Plan), up to a maximum aggregate of
6,779,771 Shares; and
(iii) up to a maximum aggregate of 6,779,771 Shares or, if
greater, the maximum number of Shares equal to that comprised
within the Acquisition Share Authority for any other purpose, in
each case, during such period and subject to such variation as
shall from time to time be authorised by way of special resolution
of the Shareholders.
Authorities to the same effect were granted by Shareholders on
16 December 2016 and expired at the 2017 AGM.
Proposed Resolution 2 authorises the Directors to issue Shares
pursuant to the authority given in proposed Resolution 1 as if the
pre-emption provisions of Article 5.1 of the Articles did not apply
in respect of any issue of Shares referred to in Articles 5.2.1,
5.2.3 or 5.2.4, in each case up to the maximum aggregate of
6,779,771 Shares, provided that such authority will expire at the
conclusion of the Annual General Meeting of the Company in 2018. In
addition, the Directors may make an offer or agreement pursuant to
the authority prior to the expiry of the authority which would or
might require Shares to be issued or rights to subscribe for or to
convert any securities into Shares to be granted after such expiry
and the Directors may issue Shares or grant such rights under any
such offer or agreement as if the authority had not expired.
4. Scrip Dividend Authority
The Board believes that the ability for holders of Shares to
elect to receive dividends from the Company wholly or partly in the
form of new Scrip Dividend Shares rather than cash is likely to
benefit both the Company and certain holders of Shares. If holders
of Shares on the register of members of the Company at a relevant
Record Date, other than Shareholders excluded from the relevant
scrip dividend offer by reason of jurisdictional requirements (as
determined by the Board and notified to the Shareholders from time
to time), (the "Qualifying Shareholders") do elect to receive the
new Scrip Dividend Shares where a future scrip dividend is
declared, the Company will benefit from the ability to retain the
cash which would otherwise have been paid out as dividends while
Shareholders have the opportunity to increase their Shareholdings
without dealing costs at a pre-determined price per Share.
In order to be able to offer a Scrip Dividend election in
connection with any dividend, the Articles provide that the Board
must have the authority of the Shareholders by way of ordinary
resolution. In order to provide the Directors the flexibility to
offer a Scrip Dividend election in the future, Resolution 3
contains an authority, subject to the provisions of the Articles,
to offer holders of Shares the right to elect to receive Shares
instead of the whole (or some part, to be determined by the Board)
of any dividend declared by the Company, such authority to expire
at the conclusion of the fifth Annual General Meeting after the
passing of the resolution.
Participation in any future Scrip Dividend election will be
entirely voluntary. The terms and conditions of any Scrip Dividend
election offered by the Company in the future will be set out in a
suitable communication with Shareholders at the time of any such
offer.
5. Dividend Reinvestment Plan
The Board is also considering offering, in the alternative to
any Scrip Dividend, a dividend reinvestment plan (a "DRIP") where a
Qualifying Shareholder may elect that the Company applies cash
dividends on the holder's behalf to purchase additional Shares on
behalf of the holder through a special dealing arrangement on or
after the payment date for the relevant dividend.
The purchase of additional Shares in the market avoids dilution
of existing holders of Shares and provides an efficient and
convenient reinvestment option for holders of Shares, without the
Company issuing new Shares.
Participation in any future DRIP will be entirely voluntary. The
terms and conditions of any DRIP election offered by the Company in
the future will be set out in a suitable communication with
Shareholders at the time of any such offer.
6. Extraordinary General Meeting
A notice convening an Extraordinary General Meeting of the
Company to be held at the registered office of the Company at
Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey
GY1 2HT, at 10.00 am on 31 August 2017 is set out at the end of
this document. The purpose of the Extraordinary General Meeting is
to seek the approval of Shareholders for the authorities to issue
Shares and disapplication of pre-emption rights described in this
Circular and to confer authority on the Directors to offer Scrip
Dividend elections in the future.
7. Action to be Taken
Shareholders will find enclosed with this document a Form of
Proxy for use in connection with the Extraordinary General
Meeting.
Shareholders, whether or not they propose to attend the
Extraordinary General Meeting in person, are requested to complete,
sign and return the enclosed Form of Proxy, in accordance with the
instructions printed on it, so as to be received by the registrars
of the Company, Capita Asset Services, PXS1, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, not less than 48 hours before the time
appointed for the meeting (not taking account of any part of a day
which is not a business day in London and Guernsey), being 10.00 am
on 29 August 2017. Completion and return of a Form of Proxy by a
Shareholder will not preclude that Shareholder from attending,
speaking and/or voting in person at the Extraordinary General
Meeting should they so wish.
8. Recommendation
The Directors consider that the Resolutions to be proposed at
the Extraordinary General Meeting, are in the best interests of the
Company and its Shareholders as a whole.
DEFINITIONS
In addition to the terms defined in the Chairman's letter, the
following terms shall have the meanings set out next to them when
used in this document (including the Chairman's letter), unless the
context otherwise requires:
"2017 AGM" the Annual General Meeting
held on 19 June 2017;
"Admission" the admission of any Shares
to trading on AIM becoming
effective in accordance
with the AIM Rules;
"AIM" the market of that name
operated by the London Stock
Exchange;
"Annual General Meeting" an annual general meeting
or "AGM" of the Company;
"Articles" the articles of incorporation
of the Company (as amended
from time to time);
"Board" or "Directors" respectively the board of
directors and the directors
of the Company from time
to time;
"Company" Globalworth Real Estate
Investments Limited;
"Form of Proxy" the form of proxy for use
by Shareholders in connection
with the Extraordinary General
Meeting;
"Group" the Company and its subsidiaries
from time to time;
"London Stock Exchange" the London Stock Exchange
Group plc;
"Plan" the fee arrangement for
Globalworth Investment Advisers
Limited, the Investment
Adviser, relating to the
Investment Advisory Agreement
as defined in the Articles;
"Record Date" the record date for entitlement
to participate in a dividend,
as notified to Shareholders
from time to time;
"Resolutions" the resolutions to be proposed
at the Extraordinary General
Meeting as set out in the
Notice of Extraordinary
General Meeting in this
document;
"Scrip Dividend Shares" the new Shares issued in
connection with a Scrip
Dividend;
"Shareholders" the holders of any shares
in the issued share capital
of the Company from time
to time; and
"Shares" ordinary shares of no par
value in the capital of
the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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