REG - daVictus Plc - Notice of AGM

daVictusAnnouncement

10/07/2019 15:05

RNS Number : 1283F
daVictus plc
10 July 2019
 


Notice of 4th  
Annual General meeting
DAVICTUS PLC
(Incorporated and registered in Jersey with registered Company Number: 117716)
 
NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of the shareholders of daVictus plc (the "Company") will be held at  9A, First Floor, Jalan SS15/2A, Subang Jaya, 47400 Selangor Darul Ehsan, Malaysia on  the 1st day of August 2019 at  4 p.m. Malaysia time, 9 a.m. BST, to propose the resolutions set out below.
 
Copies of the Company's Audited Financial Statements, together with the Reports of the Directors and the Auditor, for the year ended 31 December 2018 can be obtained at the "Investor Relations" tab of the Company's website, www.davictus.co.uk.
 
ORDINARY RESOLUTIONS:
 
As ordinary business to consider and, if thought fit, to pass the following resolutions, each of which will be proposed as an ordinary resolution:
 
1.             That the Company's Audited Financial Statements, together with the Reports of the Directors and the Auditor, for the year ended 31 December 2018 be received, considered and approved;
 
2.             That Abd Hadi bin Abd Majid, who shall retire from the board by rotation, be re-appointed as a director of the Company;
 
3.             That Robert Logan Pincock, who shall retire from the board by rotation, be re-appointed as a director of the Company;
 
4.             That Maurice James Malcolm Groat, who shall retire from the board by rotation, be re-appointed as a director of the Company;
 
5.             That Crowe U.K. LLP be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company;
 
6.             That the Directors be authorised to determine the remuneration of the auditor;
 
7.             THAT the Directors be and are hereby generally and unconditionally authorised to exercise all of    the powers of the Company to               allot Relevant Securities (as such capitalized term is defined in the articles of association of the Company (the "Articles") on such     terms and to such persons as the directors may determine in their absolute discretion from time to time and to undertake all such          acts as may be necessary or desirable for the allotment of such Relevant Securities PROVIDED THAT;
 
a)     A maximum number of 900,000 ordinary shares (representing 8% of the share capital of the Company as at the date of this notice) may only be allotted pursuant to this resolution;
 
b)     Such authority to expire on the earlier date of the next Annual General Meeting of the Company or the date occurring 15 months from the passing of this resolution, save that the expiry of this authority shall not affect the allotment of Relevant Securities after the expiry of this authority where such allotment is made pursuant to an offer or agreement pursuant to this authority; and
 
c)     Such allotment shall only be made in connection with the Company's contemplated purchase of the Intellectual Property Rights from Typical Dutch N.V. as more fully described in the Press Release of 20 February 2019 (and as attached to this Notice) and subsequent re-admission of shares to the Standard List of the London Stock Exchange; and
 
8.             THAT in addition to any authority pursuant to Resolution 7 above  the Directors be and are hereby generally and unconditionally authorised pursuant to article 25.2 of the Articles, to exercise all of the powers of the Company to allot Relevant Securities for cash (as defined in article 1.1 of the Articles) such power being limited to the allotment or sale in relation to rights issues and otherwise in such number to such persons and on such terms as the directors may determine in their absolute discretion from time to time, up to a maximum number of 2,430,000 ordinary shares (representing 20 % of the issued share capital of the Company) and to undertake all such acts as may be necessary or desirable for the allotment of such Relevant Securities (as defined in article 1.1 of the Articles) such authority to expire on the earlier date of the next Annual General Meeting of the Company or the date occurring 15 months from the passing of this resolution, save that the expiry of this authority shall not affect the allotment of Relevant Securities after the expiry of this authority where such allotment is made pursuant to an offer or agreement made pursuant to this authority.
 
 
SPECIAL RESOLUTIONS:
As special business to consider and, if thought fit, to pass the following resolutions which are proposed as special resolutions.
 
9.           THAT the Directors be and are hereby generally and unconditionally empowered, pursuant to article 26.8 of the Articles, to allot Equity Securities (as defined in article 1.1 of the Articles) pursuant to the authority conferred by resolutions 7 and 8 above, as if article 26.1 of the Articles did not apply to such allotment, provided that this power shall be limited to the allotment of Equity Securities:
a)  in connection with an offer by way of a rights issue to holders of shares in the Company in proportion (as nearly as may be practicable) to their respective holdings, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
b)  pursuant to any authority granted pursuant to Resolution 7 above
c)  otherwise than pursuant to sub- paragraph (a) and (b) up to an aggregate number of 2,430,000 ordinary shares;
and shall expire on the earlier of the date of the next Annual General Meeting of the Company and the date occurring 15 months from the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require Equity Securities to be allotted after such power expires and the Directors may allot Equity Securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution has expired.
10.   THAT Article 47.3 of the Company's current Articles of Association be amended by the deletion of the words "or which is in favour of a Non-Qualified Person (as defined in Article 47.4)" immediately after the words "held jointly by more than four persons"; and
11.   THAT Article 47.4 of the Company's current Articles of Association be deleted in its entirety.
 
BY ORDER OF THE BOARD
 
 
For and on behalf of
JTC Trust Company Limited
as Company Secretary
28 Esplanade
St Helier, Jersey, JE1 8SB
Channel Islands
 
DATED 10 July 2019
 
 
 
NOTES:
 
1.                As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at a general meeting of the Company.
 
2.                A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box on your proxy form. If you sign and return your proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
 
3.                You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you must complete a separate Form of Proxy for each proxy or, if appointing multiple proxies electronically, follow the instructions given on the relevant electronic facility. Members can copy their original Form of Proxy, or additional Forms of Proxy can be obtained from Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY or Company's website (www.davictus.co.uk)
 
4.                The return of a completed proxy form, other such instrument or any CREST proxy instruction (as described in note 13 below) does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
 
5.                To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
 
6.                To be valid any proxy form or other instrument appointing a proxy must be:
 
6.1              completed and signed;
 
6.2              sent or delivered to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY;
 
6.3              received by Computershare Investor Services (Jersey) Limited no later than 4 p.m. (Malaysia Time), 9 a.m. (BST), on 30 July 2019
 
6.4              received in electronic form via email at agm2019@davictus.co.uk no later than 4 p.m. (Malaysia Time), 9 a.m. (BST) on 30 July 2019
 
7.                In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
 
8.                In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the Company or an attorney for the Company.
 
9.                Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.
 
10.              If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
 
11.              You may not use any electronic address provided in your proxy form to communicate with the Company for any purposes other than those expressly stated.
 
12.              The issued share capital of the Company consists of 11,250,000 ordinary shares, carrying, on a poll vote, one vote each. Therefore, the total number of voting rights of the Company on a poll vote is 11,250,000
 
13.              CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.
 
                   In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Computershare Investor Services (Jersey) Limited (CREST Participant ID: 3RA50), no later than 48 hours, excluding any day that is not a business day, before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
 
                   CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
 
14.              The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
 
15.              Only those members entered on the register of members of the Company by the close of business in Jersey on 30 July 2019 or, in the event that this meeting is adjourned, in the register of members as at the close of business in Jersey on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after the close of business in Jersey on 30 July 2019 or, in the event that this meeting is adjourned, in the register of members before the close of business on the day two days before the date of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
 
16.              Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
 
17.              Any member attending the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless:
 
17.1            to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential or 'inside' information;
 
17.2            the answer has already been given on a website in the form of an answer to a question; or
 
17.3            it is undesirable in the interests of the Company or the good order of the meeting to answer the question.
 
18.              Any shareholder may individually rescind their approval of the Company sending notices or other documentation to them by electronic means by notice in writing to the Company at 28 Esplanade, St Helier, Jersey, JE1 8SB.
 
http://www.rns-pdf.londonstockexchange.com/rns/1283F_1-2019-7-10.pdf




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