Venn Life Sciences Holdings PLC Proposed amendment to AGM resolution (3003D)
26 April 2017 - 12:13AM
UK Regulatory
TIDMVENN
RNS Number : 3003D
Venn Life Sciences Holdings PLC
25 April 2017
25 April 2017
Venn Life Sciences Holdings Plc
("Venn" or the "Company")
AGM update
Proposed amendment to resolution to be considered at AGM
Venn Life Sciences Holdings plc (AIM: VENN), a growing Contract
Research Organisation (CRO) providing drug development, clinical
trial management and resourcing solutions to pharmaceutical,
biotechnology and medical device clients, has convened an annual
general meeting ("AGM") to be held at 11.00 a.m. on 26 April 2017
at London Heathrow Marriott Hotel, Bath Rd, Harlington, Hayes UB3
5AN.
As set out in the Company's notice of AGM dated 29 March 2017
("Notice of AGM"), the purpose of the AGM is to consider, inter
alia, resolution 8 which seeks shareholder approval (by special
resolution) to authorise the directors of the Company (pursuant to
section 570 of the Companies Act 2006) to allot ordinary shares for
cash otherwise than on a pro-rata basis ("Resolution").
Under the terms of the Resolution as set out in the Notice of
AGM, the authority to be conferred by shareholder approval is
limited to, inter alia, the allotment of equity securities for cash
up to an aggregate nominal amount of GBP7,500, which is just under
12.75% of the Company's issued ordinary share capital on the date
of the Notice of AGM.
Following discussion with shareholders, Venn intends to propose
an amendment to the Resolution at the upcoming AGM so as to reduce
the limit of this authority to the allotment of equity securities
for cash up to an aggregate nominal amount of GBP6,028 ("Revised
Resolution"). This new limit equates to 6,028,000 ordinary shares
of GBP0.001 each or just under 10% of the Company's issued ordinary
share capital as at 29 March 2017. All other terms of the
Resolution will remain the same, including that it needs to be
passed as a special resolution, being a resolution passed by a
majority of not less than 75% of all votes cast by shareholders
entitled to vote on the resolution.
The Revised Resolution to be proposed at the AGM will read as
follows:
"Resolution 8
THAT subject to the passing of Resolution 7 set out above and in
accordance with section 570 of the Act, the Directors be generally
empowered to allot equity securities (as defined in section 560 of
the Act) for cash pursuant to the authority conferred by Resolution
7 as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:
(a) the allotment of equity securities for cash in connection
with an issue by way of rights (including, without limitation,
under a rights issue, open offer or other offer of securities) in
favour of the holders of ordinary shares in proportion (as nearly
as may be practicable) to the respective number of ordinary shares
held by them on the record date for such allotment (and holders of
any other class of equity securities entitled to participate
therein or if the Directors consider it necessary, as permitted by
the rights of those securities) but subject to such exclusions
and/or other arrangements as the Directors may deem necessary or
expedient to deal with treasury shares, fractional entitlements,
record dates, legal or practical problems in or under the laws of,
or the requirements of, any recognised regulatory body or any stock
exchange in any territory or any other matter whatsoever; and
(b) (otherwise than pursuant to sub-paragraph (a) above) the
allotment of equity securities for cash up to an aggregate nominal
amount of GBP6,028.
This power shall, unless renewed, varied or revoked by the
Company, expire on the date of the next annual general meeting of
the Company, save that the Company may before such expiry make an
offer or agreement which would or might require equity securities
after such expiry and the Directors may allot the relevant
securities in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution had not
expired.
(Special Resolution)"
The Chairman's motion to amend the Resolution will be put to the
AGM immediately prior to the Revised Resolution being put to
shareholders at the AGM. Other than the effect on the extent of the
authority being reduced from just under 12.75% to just under 10% of
the Company's issued ordinary share capital, the change has no
effect on the nature or substance of the Resolution or the
information contained in the explanatory notes to the Notice of
AGM.
Forms of proxy that have already been lodged by shareholders
will remain valid for the AGM and for the Revised Resolution.
Proxies already received from shareholders in respect of the
Resolution will be voted for or against the Revised Resolution in
the same manner as indicated in the form of proxy.
Shareholders who have already lodged a form of proxy should
contact SLC Registrars Limited, the Company's registrars
immediately if they wish to amend or withdraw their vote.
Enquiries:
Venn Life Sciences Holdings Plc Tel: +353 1 5499341
Allan Wood, Non-Executive Chairman
Tony Richardson, Chief Executive
Officer
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Davy (Nominated Adviser and Broker) Tel: +353 1 679
Fergal Meegan / Matthew de Vere 6363
White (Corporate Finance)
Orla Bolger (Corporate Broking)
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Hybridan LLP (Co-Broker) Tel: +44 (0)20
Claire Louise Noyce 3764 2341
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Walbrook PR Ltd Tel: +44(0)20
7933 8787
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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