REG-Everest Global Plc: Notice of General Meeting

Everest GlobalAnnouncement

17/02/2024 21:16

12 February 2024

 

 

 

For Immediate Release

 

Everest Global plc

 

("EG" or the "Company")

 

Notice of General Meeting

 

 

 

Everest Global Plc announces that its Notice of General Meeting ("GM") and
Form of Proxy ("Proxy"), has been posted to shareholders today. The letter
from the Chief Executive Officer is appended to this announcement and sets out
the details of the General Meeting.

 

Both the Notice of GM and the Proxy will shortly be uploaded to the National
Storage Mechanism and will be available at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-
storage-mechanism.

 

These documents, are also available on the Company's website at:
www.everestglobalplc.com and in hard copy to shareholders upon request to the
Company Secretary at the offices of Keystone law, 1st Floor, 48 Chancery Lane,
London, WC2A 1JF.

 

The Company's GM will be held at the offices of Keystone law, 1st Floor, 48
Chancery Lane, London, WC2A 1JF at 11am on 28 February 2024.

 

The Directors of the Company take responsibility for the contents of this
announcement.

 

 For further information please contact the following:                        
 Everest Global plc                                     
 Andy Sui, Chief Executive Officer                      +44 (0) 776 775 1787  
 Rob Scott, Non-Executive Director                      +27 (0)84 6006 001    

 

Details of Meeting

 

I am pleased to be writing to you with details of a General Meeting ("GM")
which we are holding at the offices Keystone law, 1st Floor, 48 Chancery Lane,
London, WC2A 1JF at 11am on 28 February 2024.

 

In the notice of our last Annual General Meeting we explained that, following
the resignation of the company's auditor, Jeffreys Henry, the company was in
the process of appointing a new auditor.  As a result, the accounts for the
year ending 31 October 2022 were delayed.  The resignation of Jeffreys Henry
was due to their withdrawal from auditing Public Interest Entity (PIE)
companies such as Everest Global plc.  We circulated to shareholders a copy
of Jeffreys Henry's letter of resignation, which has been filed at the
Companies Registry, which confirms that there are no circumstances connected
with their resignation which they consider should be brought to the attention
of the company's members or creditors.

 

We are pleased to have appointed RPG Crouch Chapman LLP as our auditors who
audited our accounts for the year ending 31 October 2022 for the company, a
copy of which are enclosed with this notice.

 

As at the 6 months ended 30 April 2023, and as explained in the prospectus
issued by the company on 31 October 2023, the value of the Company's net
assets is less than half of its called-up share capital. In such
circumstances, the directors are required under section 656 of the Companies
Act 2006 to convene a general meeting of the Company for the purpose of
considering whether any, and if so what, steps should be taken in relation to
the situation.  Accordingly, this matter will be discussed at this GM.  The
Board welcomes dialogue with the Company's shareholders, and the GM will
provide a forum for such discussions to take place, but no resolutions will be
proposed at the GM in relation to the serious loss of capital.

 

The formal notice of GM is set out on pages 4 to 6 of the Notice of GM. A copy
of this notice is available at www.everestglobalplc.com.

 

If you would like to vote on the resolutions, but cannot come to the GM,
please fill in the proxy form sent to you with this notice and return it in
accordance with the instructions printed on the form as soon as possible. It
must be received by 11am on 26 February 2024.

 

Summary and explanation of the resolutions proposed.

 

Resolutions 1 to 5 will be proposed as ordinary resolutions.  This means that
for each of those resolutions to be passed more than half of the votes cast
must be in favour of the resolution.

 

A summary of the resolutions proposed is set out on page 7 of the Notice of
GM.

 

Recommendation

 

The directors consider that all the resolutions to be put to the meeting are
in the best interests of the Company and its shareholders as a whole. Your
board will be voting in favour of them and unanimously recommend that you vote
in favour of them.

 

My board colleagues and I thank you for your support.

 

 

Yours faithfully

 

 

 

Andy Sui

Chief Executive Officer

 

 

Summary of the resolutions proposed

Resolution 1 - To receive the Annual Report and Accounts

It is proposed to receive the annual accounts for the period ended 31 October
2022, together with the reports of the directors and auditors;

 

Resolutions 2 and 3 -Appointment of auditors and auditor's remuneration

 

The board recommends the confirmation of the appointment of RPG Crouch Chapman
LLP as auditors, to hold office until the next meeting at which accounts are
laid. Resolution 3 is a separate resolution which will grant authority to the
directors to determine the Auditor's remuneration.

 

Resolutions 4 and 5 - Directors' remuneration policy and remuneration report

 

In resolution 4 shareholders are asked to approve the directors' remuneration
policy. This is set out on pages 16 of the annual accounts and reports for the
year ended 31 October 2022

 

In resolution 5 shareholders are asked to approve the remainder of the
directors' remuneration report, excluding the directors' remuneration policy.
This is set out on pages 16 and 17 of the annual accounts and reports for the
year ended 31 October 2022.  Resolution 5 is an advisory vote.

 

 


 



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