REG - Seed Capital Sltns. - Notice of AGM

Seed Capital SolutionsAnnouncement

08/02/2024 16:45

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RNS Number : 5485C  Seed Capital Solutions PLC  08 February 2024

8 February 2024                        SEED CAPITAL SOLUTIONS PLC

 

("Seed Capital", "SCSP" or the "Company")

 

Notice of AGM

 

Seed Capital Solutions plc, which currently operates as a special purpose
acquisitions company (SPAC) to undertake one or more acquisitions of target
companies or businesses, announces that it has posted a notice and proxy to
shareholders providing details of the forthcoming AGM to be held at the
offices of Hill Dickinson, The Broadgate Tower, 10 Primrose Street, London
EC2A 2EW at 1000 hrs (GMT) on 12 March 2024 for the purpose of considering,
and, if thought fit, to pass the following resolutions.

 

Resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9
and 10 will be proposed as special resolutions.

Ordinary Resolutions

1.       To receive the accounts and reports for the financial period
ended 30 June 2023.

2.    To approve the Directors' remuneration report in the form set out in
the Company's annual report and accounts for the year ended 30 June 2023.

3.       To re-elect Mike Hirschfield, who is retiring by rotation as a
director of the Company.

4.      To re-elect John Zorbas, who is retiring having been appointed by
the directors of the Company since the last General Meeting and who being
eligible offers himself for election as a director of the Company.

5.       To re-elect Segar Karupiah, who is retiring having been
appointed by the directors of the Company since the last General Meeting and
who being eligible offers himself for election as a director of the Company.

6.     To reappoint Haysmacintyre LLP as auditors of the Company and to
authorise the directors to fix their remuneration.

7.      That the Company be authorised, subject to and in accordance with
the provisions of the Companies Act 2006, to send, convey or supply all types
of notices, documents or information to Shareholders by electronic means,
including making such notices, documents or information available on a
website.

8.     That, in accordance with section 551 Companies Act 2006 (CA 2006),
the directors of the Company are generally and unconditionally authorised, in
addition to any previous authorities, which shall continue to apply, to allot
Relevant Securities (as defined in this resolution) comprising equity
securities (as defined in section 560 CA 2006) up to an aggregate nominal
amount of £500,000 (five hundred thousand pounds), such authority, unless
previously revoked or varied by the Company in general meeting, to expire on
30 June 2025 or, if earlier, the date of the Company's next annual general
meeting, except that the directors of the Company may allot relevant
securities pursuant to an offer or agreement made before the expiry of the
authority. In this notice, Relevant Securities means any shares in the capital
of the Company and the grant of any right to subscribe for, or convert any
security into, shares in the capital of the Company.

Special Resolutions

9.       That a general meeting, other than an annual general meeting,
may be called on not less than 14 clear days' notice.

10.    That, under section 570 CA 2006, the directors of the Company are
authorised, in addition to any previous authorities, which shall continue to
apply, to allot equity securities, as defined in section 560 CA 2006, wholly
for cash for the period commencing on the date of this resolution and expiring
on the date of the Company's next annual general meeting, as if section 561 CA
2006 did not apply to such allotment, except that the directors of the Company
may allot relevant securities following an offer or agreement made before the
expiry of the authority and provided that the authority is limited to:

10.1       the allotment of equity securities in connection with a
rights issue in favour of ordinary shareholders where their holdings are
proportionate, as nearly as possible, to the respective number of ordinary
shares held, or deemed to be held, by them, but subject to any exclusions or
arrangements the directors think necessary or expedient for the purpose of
dealing with fractional entitlements or legal or practical problems under the
laws of any territory or the requirements of any recognised regulatory body or
stock exchange in any territory;

10.2       the allotment of equity securities in connection with the
issue of up to 8,313,532 shares in respect of the exercise of shares granted
under warrants; and

10.3       the allotment of equity securities, otherwise than in
accordance with paragraphs 10.1 and 10.2, up to a maximum nominal value of
£125,000 (one hundred and twenty-five thousand pounds).

 

 - ENDS -

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

 Seed Capital Solutions plc                       Tel: +44 (0)1535 647 479
 Chairman Damion Greef

 Brand Communications                             Tel: +44 (0) 7976 431608
 Public & Investor Relations
 Alan Green

 

ABOUT SEED CAPITAL SOLUTIONS PLC

 

Seed Capital Solutions Plc (LON: SCSP) is currently operating as a Special
Purpose Acquisition Vehicle (SPAC) for the purpose of acquiring a business or
businesses operating in market sectors that can display strong ESG
credentials, thereby benefitting from the current trend of superior
performance and increased investor appetite.

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