TIDMTRC
RNS Number : 7614E
Trinity Capital PLC
13 February 2018
Trinity Capital PLC
Extraordinary General Meetings
Trinity Capital PLC (AIM: TRC) announces that it is today
issuing a circular to shareholders containing two notices of an
Extraordinary General Meeting with proposals for:
-- the cancellation of Admission to trading on AIM,
-- Re-registration under the 2006 Companies Act,
-- payment of a final Distribution and
-- the Voluntary Winding-Up of the Company
The full text of the circular is given below, and a copy of the
circular will be available on the Company's website shortly.
For further information, please contact:
FIM Capital Limited
Graham Smith, Director +44 1624 681250
Arden Partners
Nominated Adviser and Broker
+44 207 614
Chris Hardie 5900
"
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt about what action you should
take, you should seek your own financial advice immediately from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised pursuant to the
Financial Services and Markets Act 2000, or, if you are not in the
United Kingdom, another appropriately authorised independent
professional adviser.
If you have sold or transferred all of your Ordinary Shares
please forward this document and the accompanying Forms of Proxy as
soon as possible to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected, for delivery to the purchaser or transferee.
TRINITY CAPITAL PLC
(Registered in the Isle of Man with company no. 115806C)
Recommended proposals for
the cancellation of Admission to trading on AIM,
Re-registration under the 2006 Companies Act,
payment of a final Distribution and
the Voluntary Winding-Up of the Company
Your attention is drawn to the letter from the Chairman of the
Company which is set out on pages 6 to 9 of this document and which
contains the unanimous recommendation of the Directors that
Shareholders vote in favour of all the Resolutions which are to be
proposed at the Extraordinary General Meetings. This document
should be read as a whole and Shareholders should consider whether
to vote in favour of the Resolutions in light of the information
contained or referred to in this document.
Notices convening Extraordinary General Meetings of the Company
each of which is to be held at IOMA House, Hope Street, Douglas,
Isle of Man IM1 1AP at 10 a.m. on 8 March 2018 (the First EGM) and
10 a.m. on 28 March 2018 (the Second EGM) are set out at the end of
this document. To be valid, the Forms of Proxy enclosed with this
document for use in relation to the Extraordinary General Meetings
must be completed in accordance with the instructions set out
therein and returned as soon as possible to the Company's
registrars at IOMA House, Hope Street, Douglas, Isle of Man IM86
2AF, but in any event so as to arrive no later than 10 a.m. on 6
March 2018 (in respect of the First EGM) and 10 a.m. on 26 March
2018 (in respect of the Second EGM). The completion and return of a
Form of Proxy will not preclude a Shareholder from attending and
voting at the Extraordinary General Meetings, in person, should
they subsequently decide to do so.
A summary of the action to be taken by Shareholders is set out
on page 9 of this document and in the accompanying Notices of
Extraordinary General Meeting.
Every Shareholder's vote is important
Please complete and return your Forms of Proxy now and cast a
vote in
respect of ALL Resolutions.
CONTENTS
EXPECTED TIMETABLE OF EVENTS
DEFINITIONS
LETTER FROM THE CHAIRMAN
1 Background & Summary Of The Proposals
2 Cancellation
3 Re-Registration Under The 2006 Act
4 Distribution
5 Voluntary Winding-Up
6 First Extraordinary General Meeting
7 Second Extraordinary General Meeting
8 Action To Be Taken
9 Letters Of Intent
10 Recommendation
NOTICE OF FIRST EGM
NOTICE OF SECOND EGM
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Forms of Proxy (First EGM)
10 a.m. on 6 March 2018
Time and date of First EGM 10 a.m. on 8 March 2018
Declaration of the Distribution 14 March 2018
Cancellation of trading to AIM effective 8 a.m. on 15 March
2018
Record Date of the Distribution 23 March 2018
Payment of the Distribution 28 March 2018
Latest time and date for receipt of Forms of Proxy (Second EGM)
10 a.m. on 26 March 2018
Time and date of Second EGM 10 a.m. on 28 March 2018
Appointment of Joint Liquidators effective 28 March 2018
The above times and dates are subject to change, any revised
times and/or dates will be
notified to Shareholders through an RIS announcement
DEFINITIONS
1931-2004 Act the Isle of Man Companies Acts
1931-2004 (as amended from time
to time)
2006 Act the Isle of Man Companies Act
2006 (as amended from time to
time)
AIM the AIM market of London Stock
Exchange plc
AIM Rules the AIM rules for companies
whose securities are admitted
to trading on AIM as published
by the London Stock Exchange
from time to time
Articles the articles of association
of the Company adopted on 19
December 2008
Board the board of Directors at the
date of this document
Cancellation the proposed cancellation of
admission of the Ordinary Shares
to trading on AIM, currently
intended to take place on 15
March 2018
Company Trinity Capital plc, registered
in the Isle of Man with company
number 115806C
Director a director of the Company at
the date of this document
Distribution the proposed distribution, expected
to be a minimum of 0.80 pence
per Ordinary Share as detailed
in this document
Extraordinary General the First EGM and the Second
Meetings or EGMs EGM
First EGM the extraordinary general meeting
of Company convened for 8 March
2018 notice of which is set
out on page 10 of this document
Forms of Proxy the forms of proxy for use in
connection with the EGMs
Group the Company and its subsidiaries
Joint Liquidators Guy Hollander and Simon Chandler
of Mazars LLP, Tower Bridge
House, St Katharine's Way, London
E1W 1DD
London Stock Exchange London Stock Exchange plc
New Articles the new articles of association
to be adopted by the Company
on Re-registration
New Investment Policy the new investment policy approved
by Shareholders on 24 March
2009, the essential characteristic
being that the Company shall
promptly but having regard to
all applicable legal, governmental
and regulatory restraints and
with a view to maximising Shareholder
value, dispose of all its assets
in an orderly fashion
New Memorandum the new memorandum of association
to be adopted by the Company
on Re-registration
Ordinary Shares ordinary shares of 1 penny each
in the capital of the Company
Proposals the Cancellation, the Re-registration,
the Distribution and the Voluntary
Winding-Up as described in this
document
Re-registration the re-registration of the Company
as a company governed by the
2006 Act
Resolutions the resolutions to be proposed
at the EGMs or any one or more
of them as the context so requires
RIS Regulatory Information Service
Second EGM the extraordinary general meeting
of the Company convened for
28 March 2018 notice of which
is set out on page 11 this document
Shareholders holders of Ordinary Shares
Solvency Test the statutory solvency test
set out in section 49 of the
2006 Act namely that (i) a company
is able to pay its debts as
they become due in the normal
course of business and (ii)
the value of a company's assets
exceeds the value of its liabilities
TCML Trinity Capital Mauritius Limited,
a wholly owned subsidiary of
the Company incorporated in
Mauritius.
Voluntary Winding-Up the proposed voluntary winding-up
of the Company and the appointment
of the Joint Liquidators
LETTER FROM THE CHAIRMAN
TRINITY CAPITAL PLC
(Incorporated and registered in the Isle of Man with company no.
115806C)
Registered Office Directors (all
IOMA House non-executive)
Hope Street Martin Adams
Douglas John Chapman
Isle of Man Stephen Coe
IM1 1AP Graham Smith
Pradeep Verma
13 February 2018
To Shareholders
Dear Shareholder
RECOMMED PROPOSALS FOR THE CANCELLATION OF ADMISSION TO TRADING
ON AIM, RE-REGISTRATION UNDER THE 2006 COMPANIES ACT, PAYMENT OF A
FINAL
DISTRIBUTION AND THE VOLUNTARY WINDING-UP OF THE COMPANY
1 BACKGROUND & SUMMARY OF THE PROPOSALS
The Company was established in March 2006 with an investment
policy to invest in real estate and real estate related entities
across India. The Company raised from investors aggregate net
proceeds of GBP238 million and the Ordinary Shares were admitted to
trading on AIM. Following the approval of the New Investment Policy
in March 2009:
-- new Directors were appointed to the Board;
-- the Board developed and implemented strategies to sell each
of the Company's investments in India, all of which were held
through TCML,
-- the Board negotiated settlements in relation to all of the
litigation and claims made against and/or received by the Company
and/ or TCML;
-- the Board progressively reduced the Company's operating cost base; and
-- the Company distributed to Shareholders all net cash not
required to meet liabilities and operating costs.
On 23(rd) January 2018, the Company received from TCML the net
proceeds from the sale of the Company's last remaining investment
in India, thereby completing the implementation of the New
Investment Policy.
Following receipt by the Company on 23 January 2018 of all of
the remaining cash generated by TCML from the sale of its
investments (except for a balance of GBP10,000 which it is
currently estimated will be the aggregate costs of the TCML
liquidation, the Company approved the appointment of a liquidator
of TCML. The solvent voluntary winding-up of TCML commenced on 5
February 2018.
Since the approval of the New Investment Policy, the Company
will have made distributions to Shareholders (including the minimum
Distribution, details of which are set out in paragraph 4 below),
of an aggregate of GBP162.7 million, equivalent to 77.3p per
Ordinary Share.
In order to wind up the affairs of the Company as efficiently as
possible, the Company will hold the EGMs.
At the First EGM, Shareholders will be requested to approve:
i) the delisting of the Ordinary Shares by means of the
Cancellation. The Ordinary Shares have been suspended from trading
on AIM since 11 November 2017 and it is not intended that prior to
the Voluntary Winding-Up that trading in the Ordinary Shares will
re-commence. The Cancellation will permit the balance of the
Proposals to be implemented efficiently and cost effectively;
ii) the Re-registration. The Company currently has insufficient
distributable reserves to facilitate the distribution to
Shareholders of cash not required to meet liabilities and operating
costs. The Re-registration will permit the Company to effect the
Distribution subject to satisfaction of the Solvency Test; and
iii) the Distribution.
In the event that all Resolutions (which are inter-conditional
on each other) are not passed at the First EGM the Distribution
will not be made and the Voluntary Winding-Up will not occur. In
such circumstances the Board will consult with Shareholders as to
alternative proposals. Furthermore, notwithstanding the approval of
the Distribution by Shareholders, the actual declaration and making
of the Distribution will be subject, at the relevant time, to the
Re-registration having been completed and the Directors being
satisfied, on reasonable grounds, that the Company will,
immediately following the Distribution, satisfy the Solvency
Test.
Subject to all Resolutions at the First EGM having been passed,
the Re-registration having occurred and the Distribution having
been made, the Second EGM will proceed and Shareholders will be
requested to approve the Voluntary Winding-Up of the Company.
2 Cancellation
The Ordinary Shares were suspended from trading on AIM on 17
November 2017 and it is not intended that prior to the Voluntary
Winding-Up that trading in the Ordinary Shares re-commences.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the intention to cancel the
admission to AIM. Under the AIM Rules it is a requirement that the
Cancellation is approved by not less than 75 per cent. of the votes
cast by Shareholders (in person or by proxy) at the First EGM.
Following the Cancellation the Ordinary Shares will no longer be
admitted to trading on a public market. Arden Partners will cease
to be nominated adviser and broker. The Company will no longer be
required to comply with the rules and corporate governance
requirements to which companies admitted to trading on AIM are
subject, including the AIM Rules.
3 Re-registration under the 2006 Act
The Company was incorporated under the Isle of Man Companies
Acts 1931 to 2004 and is currently subject to the provisions of the
1931-2004 Act.
The 1931-2004 Act contains provisions regarding the maintenance
of capital, as a result of which the ability of the Company to make
distributions is referenced to profit and distributable reserves.
As a result of past distributions, the Company has fully utilised
its distributable reserves, and the maintenance of capital
provisions mean that the Company is currently not able to make any
further distributions.
The 2006 Act updated and modernised Isle of Man company law and,
amongst other things, abolished a number of traditional company law
formalities including (as outlined above) the maintenance of
capital, replacing it with the more straightforward Solvency
Test.
The Company would not be able to make the Distribution under the
auspices of the 1931-2004 Act and the declaration and payment of
the Distribution (details of which are set out in paragraph 4
below) is conditional upon the passing of all the Resolutions
(including the Resolution approving the Re-registration) at the
First EGM and Re-registration having been completed.
As part of the Re-registration process it is necessary for the
Company to adopt the New Memorandum and the New Articles which
conform to the provisions of the 2006 Act. The proposed New
Articles are substantially the same as the Articles, save that the
Directors will be permitted (subject to the satisfaction of the
Solvency Test) to approve the cancellation of the Company's paid up
share capital and reclassify the same as a distributable reserve,
without the need to seek further approval from Shareholders, in
order to facilitate the Distribution. Copies of the New Memorandum
and the New Articles, together with a comparison of the New
Articles against the Company's current Articles, are available for
review on the Company's website at www.trinitycapitalplc.com and
will be available for inspection at the First EGM.
On the basis that all of the Resolutions to be proposed at the
First EGM are passed and following Re-registration the Company will
remain the same legal entity as existed prior to Re-registration
and the Re-registration will not serve to prejudice or affect the
continuity of the Company. On the date the Registrar of Companies
in the Isle of Man issues a certificate of re-registration in
respect of the Company, the Company will cease to be a company
incorporated under and subject to the 1931-2004 Act, instead the
Company will be subject to the 2006 Act.
It is a requirement of the 2006 Act that the Company appoints a
licensed registered agent in the Isle of Man to act as registered
agent to the Company. The registered agent is required to submit
the Re-registration application to the Isle of Man Companies
Registry on behalf of the Company. It is intended that FIM Capital
Limited will be appointed as the registered agent of the
Company.
4 Distribution
Conditional, inter alia, upon the Resolutions being passed at
the First EGM and Re-registration being completed, the Company will
(subject to the Directors being satisfied, on reasonable grounds,
that the Company will satisfy the Solvency Test immediately
following the Distribution) declare and make the Distribution.
At the date of this letter, the Company held cash of GBP2.0
million (equivalent to 0.95p per Ordinary Share). The Board
estimates that, assuming that all Resolutions are passed at the
EGMs, up to GBP215,000 may be required to meet liabilities,
operating expenses and the costs of the Voluntary Winding-Up. The
Distribution will account for substantially all remaining cash of
the Company not required to meet liabilities, operating expenses
and the costs of the Voluntary Winding-Up. The Distribution will be
effected as soon as practicable following the Re-registration. The
Distribution is expected to be a minimum of 0.80p per Ordinary
Share to be paid on 28 March 2018 to Shareholders recorded on the
register on 23 March. The Ordinary Shares will be marked "ex" on 22
March 2018.
5 Voluntary Winding-up
The process to liquidate the Company commences with a Board
meeting at which the Directors make a statutory declaration (the
"Statutory Declaration") that they will have made a full inquiry
into the affairs of the Company and that, in their opinion, the
Company will be able to pay its debts in full within a period not
exceeding 12 months from the commencement of the Company's winding
up. It is anticipated that the Board meeting will be held, and the
Statutory Declaration signed and filed with the Isle of Man
Registrar of Companies, shortly following the completion of the
Re-registration and Distribution but prior to the Second EGM.
At the Second EGM, an ordinary resolution will be proposed (the
"Winding-Up Resolution") to approve, amongst other things, the
voluntary winding up of the Company and the appointment of the
Joint Liquidators. The Voluntary Winding-Up will be deemed to have
commenced at the time of the passing of the Winding-Up Resolution.
The Company will then cease to carry on its business (except as
required for the winding-up), but will retain its corporate state
and powers until dissolution. Within 7 days of the Winding-Up
Resolution being passed, the Winding-Up Resolution must be
advertised in two newspapers circulating in the Isle of Man.
Following the settlement of the Company's outstanding
liabilities the Joint Liquidators will distribute the Company's
surplus assets to Shareholders pro rata to their shareholdings and
in accordance with the rights attached to their Ordinary Shares,
subject to such surplus assets being no less than GBP42,000
equivalent to 0.2p per Ordinary Share). If there are surplus funds
of less than GBP42,000 after the completion of the liquidation the
Joint Liquidators have been requested by the Board to pay any
balance to the Indian children's charity, Magic Bus India
(www.magicbusindia.org).
A final general meeting will be convened by the Joint
Liquidators (on at least one month's notice which must be
advertised in two newspapers circulating in the Isle of Man) at
which the Joint Liquidators will give their account of how the
winding up was conducted. Following the final meeting, a copy of
account will be filed and a return made of the meeting by the Joint
Liquidators with the Isle of Man Registrar of Companies. Three
months thereafter the Company will be deemed to be dissolved
(assuming that all surplus funds have been distributed and the
dissolution has not been challenged).
The Joint Liquidators' fees are expected to be approximately
GBP10,000 plus out of pocket expenses if there is no distribution
but approximately GBP13,000 if it is necessary for them to make a
distribution.
6 FIRST EXTRAORDINARY GENERAL MEETING
The First EGM is to be held at 10 a.m. on 8 March 2018 at IOMA
House, Hope Street, Douglas, Isle of Man IM1 1AP.
The first Resolution to be proposed will be a special resolution
(requiring at least 75 per cent. of the voting rights cast at the
First EGM to be cast in favour of the Resolution) that the
admission of the Company to AIM be cancelled. The second Resolution
to be proposed will also be a special resolution (requiring at
least 75 per cent. of the voting rights cast at the First EGM to be
cast in favour of the Resolution) that the Re-registration and the
adoption of the New Memorandum and the New Articles be approved.
The third Resolution to be proposed at the First EGM will be an
ordinary resolution (requiring in excess of 50 per cent. of the
voting rights cast at the First EGM to be cast in favour of the
Resolution) that the Distribution be approved and made.
Each of the Resolutions to be proposed at the First EGM is
conditional upon the passing of the other Resolutions to be
proposed at the First EGM.
7 SECOND EXTRAORDINARY GENERAL MEETING
The Second EGM is to be held at 10 a.m. on 28 March 2018 at IOMA
House, Hope Street, Douglas, Isle of Man IM1 1AP.
The Resolution to be proposed at the Second EGM will be an
ordinary resolution (requiring in excess of 50 per cent. of the
voting rights to be cast at the Second EGM to be cast in favour of
the Resolution) that, amongst other things, the Company be placed
into voluntary liquidation and that the Joint Liquidators be
appointed.
The Resolution to be proposed at the Second EGM is conditional
upon all the Resolutions proposed at the First EGM having been duly
passed, the Re-registration having been completed and the
Distribution having been made.
8 ACTION TO BE TAKEN
Separate Forms of Proxy for use at the First EGM and the Second
EGM are enclosed. Whether or not you propose to attend the EGMs in
person you are requested to complete and sign each of the Forms of
Proxy as soon as possible and in any event no later than 10 a.m. on
6 March 2018 (in respect of the First EGM) and 10 a.m. on 26 March
2018 (in respect of the Second EGM) send the completed and signed
forms to the Company's registrars at IOMA House, Hope Street,
Douglas, Isle of Man IM1 1AP.
Completion and return of a Form of Proxy will not prevent you
from voting in person at either of the EGMs should you so wish.
9 LETTERS OF INTENT
The Company has received letters of intent from Shareholders (or
the ultimate beneficial owners of Ordinary Shares) representing in
aggregate 137,904,428 Ordinary Shares (representing 65.5 per cent.
of the issued share capital of the Company) to vote in favour of
all the Resolutions to be proposed at the EGMs.
10 RECOMMATION
The Directors consider all the Resolutions to be in the best
interests of the Company and Shareholders as a whole and therefore
unanimously recommend that Shareholders vote in favour of all the
Resolutions.
Martin Adams
Chairman
TRINITY CAPITAL PLC
(Registered in the Isle of Man with company no. 115806C)
NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING
Notice is given that an Extraordinary General Meeting of Trinity
Capital plc ("the Company") will be held at IOMA House, Hope
Street, Douglas, Isle of Man IM1 1AP at 10 a.m. on 8 March 2018 for
the purpose of considering and, if thought fit, passing the
following resolutions of which resolutions 1 and 2 will be proposed
as special resolutions and resolution 3 will be proposed as an
ordinary resolution:
SPECIAL RESOLUTIONS
1. THAT conditional on resolutions 2 and 3 below being duly
passed the admission to trading on AIM of the Company's ordinary
shares be cancelled.
2. THAT conditional on resolutions 1 above and 3 below being duly passed:
(a) the Company be re-registered as a company incorporated under
the Companies Act 2006 (the "2006 Act") and the Directors be
authorised to carry out all actions necessary to complete the
Company's re-registration under the 2006 Act (the
"Re-registration"), including the appointment of a registered
agent;
(b) the Company adopts the memorandum of association complying
with section 149(2) of the 2006 Act in the form initialled by the
Chairman of the meeting; and
(c) the Company adopts the articles of association in the form
initialled by the Chairman of the meeting.
ORDINARY RESOLUTION
3. THAT conditional on resolutions 1 and 2 above being duly
passed, and the Re-registration being completed, the proposed
distribution to Shareholders (the "Distribution") (as described in
the circular to Shareholders dated 13 February 2018) be
approved.
By order of the Board Registered
Philip Scales Office:
Secretary IOMA House
Hope Street
13 February 2018 Douglas
Isle of Man
IM1 1AP
Notes
1. The Company, pursuant to Regulation 22 of the Uncertificated
Securities Regulations 2005 (Isle of Man), specifies that only
those members registered in the register of members of the Company
as at 10 a.m. on 6 March 2018 (or in the event that the meeting is
adjourned, on the register of members 48 hours before the time of
any adjournment meeting) shall be entitled to attend or vote at the
meeting in respect of the Ordinary Shares registered in their name
at that time. Changes to entries on the register of members after
10a.m. on 6 March 2018 (or, in the event that the meeting is
adjourned, on the register of members of the Company less than 48
hours before the time of any adjourned meeting) shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
2. A member entitled to attend and vote at the meeting may
appoint a proxy to attend and, upon a poll, vote instead of him. A
proxy need not be a member of the Company.
3. A form of proxy is enclosed. If you do not intend being
present at the meeting please complete and return it so as to reach
the Company's registrar's at IOMA House, Hope Street, Douglas, Isle
of Man IM86 2AF no later than 48 hours before the meeting. The
return by a member of a fully completed form of proxy will not
preclude any such member from attending in person and voting at the
meeting.
TRINITY CAPITAL PLC
(Incorporated in the Isle of Man under the Isle of Man Companies
Acts 1931 to 2004 with company no. 115806C
and to be re-registered as a company governed by the Isle of Man
Companies Act 2006 prior to the meeting)
NOTICE OF SECOND EXTRAORDINARY GENERAL MEETING
Notice is given that an Extraordinary General Meeting of Trinity
Capital plc ("Company") will be held at IOMA House, Hope Street,
Douglas, Isle of Man IM1 1AP at 10 a.m. on 28 March 2018 for the
purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an ordinary resolution:
ORDINARY RESOLUTION
1. THAT conditional upon the passing of all the resolutions
proposed at the extraordinary general meeting of the Company held
on 8 March 2018 (the "First EGM"), the Re-registration of the
Company as a company governed by the Isle of Man Companies Act 2006
and the payment by the Company of the distribution to be approved
at the First EGM:
(a) the Company be placed into voluntary liquidation;
(b) Guy Hollander and Simon Chandler of Mazars be appointed
joint liquidators of the Company (the "Joint Liquidators");
(c) that the Joint Liquidators be authorised to act jointly and severally;
(d) the remuneration of the Joint Liquidators be calculated by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up and the Joint Liquidators be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they determine;
(e) the Joint Liquidators be permitted to recover the allocated
disbursements incurred in handling the case; and
(f) the Company's records and books be held to the order of the Joint Liquidators until the expiry of 24 months after the date of dissolution of the Company.
By order of the Board Registered
Philip Scales Office:
Secretary IOMA House
Hope Street
13 February 2018 Douglas
Isle of Man
IM1 1AP
Notes
1. The Company, pursuant to Regulation 22 of the Uncertificated
Securities Regulations 2006 (Isle of Man), specifies that only
those members registered in the register of members of the Company
as at 10a.m. on 26 March 2018 (or in the event that the meeting is
adjourned, on the register of members 48 hours before the time of
any adjournment meeting) shall be entitled to attend or vote at the
meeting in respect of the Ordinary Shares registered in their name
at that time. Changes to entries on the register of members after
10 a.m. on 26 March 2018 (or, in the event that the meeting is
adjourned, on the register of members of the Company less than 48
hours before the time of any adjourned meeting) shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
2. A member entitled to attend and vote at the meeting may
appoint a proxy to attend and, upon a poll, vote instead of him. A
proxy need not be a member of the Company.
3. A form of proxy is enclosed. If you do not intend being
present at the meeting please complete and return it so as to reach
the Company's registrar's at IOMA House, Hope Street, Douglas, Isle
of Man IM86 2AF no later than 48 hours before the meeting. The
return by a member of a fully completed form of proxy will not
preclude any such member from attending in person and voting at the
meeting.
"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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