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REG - British Honey Co. - Notice of AGM




 



RNS Number : 3989D
British Honey Company PLC (The)
29 June 2021
 

29 June 2021

The British Honey Company plc

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of The British Honey Company Plc ("Company") will be held at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, commencing at 10.00 a.m. on 23 July 2021 for the purposes set out below ("AGM").

The health of our shareholders, employees and stakeholders is extremely important the board of directors of the Company ("Board" or "Directors").  At the time of the publication of this notice the UK Government has put in place restrictions to limit indoor public gatherings.  Should these restrictions remain in place up to the AGM, shareholders, advisers and other guests will not be allowed to attend the AGM in person and anyone seeking to attend the meeting will be refused entry.  In lead period up to the AGM, the Company will closely monitoring the COVID-19 situation, including UK Government guidance.  Should the UK Government remove legal limits on social contact as planned ahead of the AGM, shareholders can attend the meeting but we strongly recommend that shareholders do not attend the physical place of meeting. Notwithstanding this, if the current limits are not removed or if the UK Government imposes new local or national restrictions, alternative arrangements may need to be made regarding attendance at the AGM to protect shareholders from any risks to their health and safety, which may result in refused entry to the AGM as it is likely in such circumstances that we will not be in a position to accommodate shareholders beyond the minimum required to hold a quorate meeting, achieved through the attendance of the Company's advisers. Any new arrangements will be announced via an RNS. Shareholders are reminded that if at the time of the AGM they or someone living in the same household feels unwell or has been in contact with anyone who has COVID-19, they should not attend the meeting. Shareholders should note they are not entitled to attend the AGM in person unless notified otherwise.

 

Shareholders are requested to therefore submit their votes, in respect of the business to be discussed, via proxy as early as possible. Shareholders should appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast the shareholder's vote.

Resolution 1 - 4 will be proposed as ordinary resolutions and resolutions 5 - 7 will be proposed as special resolutions.

Ordinary Resolutions

Approving of the Accounts

1.       To receive and consider the financial statements for the period ended 31 December 2020 together with the report of the Directors and the report of the auditors thereon.

Re-Appointments of the Directors

2.         To re-appoint Michael Williams as a director of the Company who retires by rotation.

3.         To re-appoint Geoffrey Lennox as a director of the Company who was appointed since the last AGM.

Authority to allot shares

4.        That, in accordance with section 551 of the Companies Act 2006 (CA 2006), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to:

a)   allot shares in the Company in respect of an earn-out consideration in respect of the purchase by the Company of the entire issued share capital of Union Distillers Limited, with an aggregate nominal amount, not exceeding £181,819;

b)   allot shares in the Company in respect of the purchase of the 90% of the membership interests in List Distillery LLC that the Company does not own with an aggregate nominal amount, not exceeding £270,000;

c)   allot shares in the Company or grant rights to subscribe for, or to convert any security into shares other than pursuant to paragraph a) of this resolution 4, having, in the case of ordinary shares, an aggregate nominal amount or, in the case of other equity securities, giving the right to subscribe or convert into ordinary shares having an aggregate nominal amount, not exceeding £200,000; and

d)   allot equity securities (within the meaning of section 560(1) of the CA 2006) up to a further aggregate nominal amount of £200,000 in connection with an offer by way of a rights issue to:

i)     ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii)     holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject to such exclusions or other arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in, or under the laws of, any country or territory or any other matter.

Unless previously renewed, revoked or varied, the authorities conferred by this resolution 4 shall apply in substitution for all existing authorities under section 551 of the CA 2006 until the conclusion of the next annual general meeting (AGM) of the Company after the date on which this resolution is passed or, if earlier, 30 June 2022, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would or might require shares to be allotted or rights to be granted after the authority expires and the Directors may allot shares or grant such rights under such an offer or agreement as if the authority had not expired.

To consider and if thought fit to pass the following resolutions which will be proposed as special resolutions:

Special Resolutions

Disapplication of pre-emption rights

5.         That, subject to the passing of resolution 4, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (within the meaning of section 560(1) of the CA 2006) for cash pursuant to the authority conferred by resolution 4 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that this power shall be limited to:

a)   any such allotment and/or sale in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to:

i)        ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii)       holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

subject to such exclusions or other arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in, or under the laws of, any country or territory or any other matter;

b)   the sale of ordinary shares held in treasury shares with an aggregate nominal amount, not exceeding £42,554;

c)   any allotment of equity securities pursuant to the conversion of loan notes issues by the Company prior to the date of this notice, having, in the case of ordinary shares, an aggregate nominal amount, not exceeding £160,773;

d)   any allotment of equity securities in respect of the further consideration in respect of the purchase by the Company of the entire issued share capital of Union Distillers Limited, with an aggregate nominal amount, not exceeding £181,819;

e)   any allotment of equity securities pursuant to the exercise of warrants granted prior to the date of this notice, having, in the case of ordinary shares, an aggregate nominal amount, not exceeding £137,423.7; and

f)    any such allotment and/or sale, other than pursuant to paragraphs a) to e) of this resolution 5, having, in the case of ordinary shares, an aggregate nominal amount or, in the case of other equity securities, giving the right to subscribe or convert into ordinary shares having an aggregate nominal amount, not exceeding £200,000.

Unless previously renewed, revoked or varied, the powers conferred by this resolution 5 shall apply in substitution for all existing powers under sections 570 and 573 of the CA 2006 until the conclusion of the next AGM of the Company after the date on which this resolution is passed or, if earlier, 30 June 2022, but, in each case, so that the Company may make offers and enter into agreements before the power expires which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold for cash after the power expires and the Directors may allot equity securities and/or sell equity securities held as treasury shares for cash under such an offer or agreement as if the power had not expired.

Authority to make off-market purchases

6.         That, pursuant to section 694 of the CA 2006, the Company be authorised to make an off-market purchase from Thomas List, Renate List, Thomas Fahnemann and Tania Fahnemann (Potential Sellers) pursuant to the contract between the Company and the Potential Sellers on the terms of the form of contract which has been produced to the meeting (and is for the purpose of identification marked "C" and initialled by the Company Secretary) (the Contract) and such Contract be approved, provided that such authorisation shall expire at the end of the AGM of the Company held in 2022; (ii) the maximum total number of ordinary shares to be purchased pursuant to such Contract shall be 425,532; and (iii) the price of ordinary shares purchased pursuant to a Contract shall be the value of the equal to the value of a 10% membership interest in List Distillery LLC.

Authority to make market purchases

7.     To resolve in accordance with section 701 of the CA 2006 that the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the CA 2006) of its ordinary shares of 10 pence each provided that in doing so it:

(a)      purchases no more than in aggregate 425,532 ordinary shares at an aggregate price of no more than £650,000;

 

(b)      pays not less than 10 pence (excluding expenses) per ordinary share; and

 

(c)      pays a price per share that is not more (excluding expenses) per ordinary share than the higher of:

(i)    5% above the average of the middle market quotations for the ordinary shares on AQSE Growth Market for the five business days immediately before the day on which it purchases that share; and

 

(ii)    the higher of the price of the last independent trade and the highest current independent bid on the market where the purchase is carried out.

 

This authority shall expire at the conclusion of the Company's next AGM but the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

 

By order of the Board

 

Alistair Wallace

Company Secretary

The British Honey Company plc

 

Unit 3 Vista Place Coy Pond Business Park
Ingworth Road
Poole
Dorset, BH12 1JY

29 June 2021

Notes to the Notice of AGM for Shareholders

As explained on page 1 of this notice, shareholders are not permitted to attend the AGM following the recent public health guidance and legislation issued by the UK Government in response to the outbreak of COVID-19. Shareholders are entitled and encouraged to appoint a proxy to exercise all or any of their rights to vote on their behalf at the meeting. A shareholder can appoint the chairman of the meeting or anyone else to be their proxy at the meeting. Shareholders are strongly encouraged to appoint the chairman of the meeting to be his/her proxy at the meeting, given that no shareholders other than the minimum number of shareholders required to ensure that the meeting is quorate will be permitted to attend the meeting.

Entitlement to attend and vote

1          In order to have the right to attend or vote at the meeting a person must be entered on the register of members by 10.00 a.m. (BST) on 21 July 2021.

Appointment of proxies

2              If you are a member of the Company at the time set out in note 1 above, notwithstanding the guidelines set out in the note above and page 1 of this notice, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3             You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please use the procedures set out in the notes to the proxy form. 

4             To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed (or a copy of it notorially certified in some other way approved by the Directors) must be sent or delivered to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD, United Kingdom or by email to info@nevilleregistrars.co.uk so as to arrive not less than 48 hours (excluding weekends) before the time of the meeting.

5              CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (ID: 7RA11) not less than 48 hours (excluding weekends) before the time of the Meeting.

Explanatory Notes to the resolutions

An explanation of the resolutions are set out below.

Resolution 1

Receiving and Considering the Accounts

This is an ordinary resolution to receive and consider the financial statements of the Company for the period ended 31 December 2020 together with the report of the Directors and the report of the auditors thereon.

Resolution 2

Re-Appointment of Director

Michael Williams offers himself up for re-appointment in accordance with the retirement by rotation provisions in the Articles. The Board recommends the appointment of Michael Williams.

Resolution 3

Re-Appointment of Director

Geoffrey Lennox has been appointed since the last annual general meeting and therefore offers himself up for re-appointment. The Board recommends the appointment of Geoffrey Lennox.

Resolution 4

Directors' Authority to Allot Shares

Under Section 551 of the CA 2006, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. Paragraph (a) of this resolution would give the Directors the authority to allot new shares, and grant rights to subscribe for, or convert other securities into shares in certain specified circumstances and up to an aggregate nominal amount equal to £247,094 (representing approximately 15% of the issued share capital of the Company). The Directors have no present plans to exercise this authority but the Directors consider it desirable to have the flexibility to be able to issue shares to enter joint ventures or finance acquisitions either through issuing shares to sellers or raising funds to pay the cash element of any purchase price. Aside from the £247,094 authority, the Directors are also seeking authority to allot the shares pursuant to the earn-out consideration due under the agreement to purchase the entire issued share capital of Union Distillers Limited that the Company entered on 18 February 2021 (Acquisition). The terms of this Acquisition included an earn-out consideration of up to £2.0 million.  The Directors are also seeking authority to issue shares to purchase the 90% the Company does not own in List Distillery LLC.  The Company has an option to purchase these interests for £2,000,000 in cash and £2,500,000 in shares at the 20 day volume.

weighted average closing price

The authorities sought, if approved, will expire at the end of the AGM of the company held in 2022 (or, if earlier, at the close of business on 30 June 2022) unless renewed, varied or revoked by the company in a general meeting.

Resolution 5

Disapplication of Pre-emption Rights

The Directors are also seeking authority to allot new shares (and other equity securities), or sell treasury shares, for cash without first offering them to existing shareholders in proportion to their existing holdings. 

The authority granted under this resolution would be limited to:

a.   where the Company undertakes a pre-emptive offer by way of an open offer or rights issue, then the Directors may make exclusions or other arrangements in order to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas jurisdiction, or the requirements of any recognised regulatory body or stock exchange, or other matters;

b.   an aggregate nominal amount, not exceeding £137,424, which is equal to the value of ordinary shares that would be required to be issued if all the warrants issued by the Company were exercised;

c.   an aggregate nominal amount, not exceeding £42,554 in respect of the sale of treasury shares that relates to the sale of ordinary shares that might be acquired from the majority owners of List Distillery LLC which in 2020 agreed to swap some of their membership interests in List Distillery LLC for shares in the Company;

d.   an aggregate nominal amount, not exceeding £181,819 in respect of the earn-out consideration for the Acquisition;

e.   an aggregate nominal amount, not exceeding £160,773 in respect of the potential conversion of the £1.63 million unsecured convertible loan facility plus interest arranged with Mr Khaled Said on 18 February 2021 as part of the financing of the Acquisition; and

f.    an aggregate nominal amount, not exceeding £200,000 in respect of other matters to align with the general allotment authority.

In respect of the authority granted under paragraph (f) the Directors have no present plans to exercise this authority but the Directors consider it desirable to have the flexibility to be able to issue shares to enter joint ventures or finance acquisitions either through issuing shares to sellers or raising funds to pay the cash element of any purchase price.

If resolution 5 is passed, the authority will expire at the end of the AGM of the company held in 2022 (or, if earlier, at the close of business on 30 June 2022,) unless renewed, varied or revoked by the company in a general meeting.

Resolution 6

Authority to purchase Ordinary Shares Off Market

On 30 June 2020 the Company entered a Sellout Agreement ("Sellout Agreement") pursuant to which the Company acquired a 10% membership interest in List Distillery LLC in exchange for issuing to the owners of List Distillery LLC 425,532 ordinary shares in the Company. The Sellout Agreement contains a mechanism whereby this transaction can unwound and the Company can require the 425,532 ordinary shares in the Company in exchange for returning the membership interest in List Distillery LLC to the owners of List Distillery LLC. The Sellout Agreement also contained an option for the Company to purchase the membership interests in List Distillery LLC that it did not own. The Company agreed with the owners of List Distillery LLC that as the COVID-19 pandemic had prevented them from traveling to Florida to carry out due diligence they had extended the option to 28 December 2021.  However, in the extend that the Company elects not to proceed with the transaction the Company needs the authorities to unwind the transaction which will require buyback authority and also the disapplication of pre-emption rights in respect of the treasury shares acquired so that the Company can place those shares with investors if there is demand at that time. As the owners of List Distillery LLC currently hold their shares in certificated form this will need to be carried out off market pursuant to the terms of the Sellout Agreement.

Resolution 7

Authority to purchase Ordinary Shares On Market

The Directors have also requested authority to make on market purchases in case the owners of List Distillery LLC dematerialise their holdings into CREST.

 

 

 

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