REG - Gunsynd PLC - Posting of Shareholder Circular and Notice of AGM

GunsyndAnnouncement

28/02/2022 07:45

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RNS Number : 9973C  Gunsynd PLC  28 February 2022

Gunsynd PLC

("Gunsynd" or the "Company")

Posting of Shareholder Circular and Notice of AGM

 

Gunsynd (AIM: GUN, AQSE: GUN) announces that it has today posted a Circular to
Shareholders ("the Circular") including proposed amendments to its Investing
Policy and Notice of Annual General Meeting ("AGM").

The AGM will be held at 11:00 a.m. on 24 March 2022 at the offices of Hill
Dickinson LLP, 8(th) Floor, The Broadgate Tower, 20 Primrose Street, London,
EC2A 2EW.

A copy of the Circular will be  posted to shareholders today and is available
on the Company's website: http://www.gunsynd.com (http://www.gunsynd.com) .

An extract from the Chairman's Letter in the Circular is set out below.

All capitalised terms used throughout this announcement shall have the
meanings given to such terms in the Circular.

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.

 

The directors of Gunsynd accept responsibility for this announcement.

 

For further information, please contact:

 Gunsynd plc                   +44 (0) 78 7958 4153

 Hamish Harris / Peter Ruse

 Cairn Financial Advisers LLP  +44 (0) 20 7213 0880

 James Caithie / Liam Murray

 Peterhouse Corporate Finance  +44 (0) 20 7469 0936

 Lucy Williams

 

 

Notice of Annual General Meeting

 

1.   Introduction

 

I am writing to invite you to the Annual General Meeting of the Company to be
held at the offices of Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20
Primrose Street, London, EC2A 2EW at 11:00 a.m. on 24 March 2022.

The Company is proposing to adopt the Updated Investing Policy. Under the AIM
Rules, Investing Companies are required to adopt an investing policy that must
be approved by shareholders.

 

2.   Background to and reasons for the proposed amendment to the Company's
Existing Investing Policy

 

The Company's Existing Investing Policy was approved and adopted by the
Shareholders at the Company's Annual General Meeting held on 2 April 2020.

The Board believes that the Existing Investing Policy should be extended to
allow the Company to consider additional suitable opportunities in the sports
sector with the aim of creating subsequent value for Shareholders. As such,
the Board has resolved to expand the Company's Existing Investing Policy in
order to potentially maximise shareholder value.

The proposed changes to the Existing Investing Policy (which is subject to
Shareholder approval at the Annual General Meeting) affect only the first
paragraph. Details of the proposed changes are set out below (in
strike-through or underlined):

Updated Investing Policy

"The Company's Investing Policy is to invest in and/or acquire companies
and/or projects within the natural resources sector, life sciences sector
(concentrating on but not being limited to, plant-based nutrition and
environmentally friendly alternatives to food sources), and the alcohol
beverage sector, (concentrating on but not being limited to, ingredients used
within the production of such beverages including sugar cane, agave, and
molasses) and the sports sector (concentrating on, but not being limited to
sports technology and sports gambling) which the Board considers, in its
opinion, have potential for growth. The Company will consider opportunities in
all sectors as they arise if the Board considers there is an opportunity to
generate potential value for Shareholders. The geographic focus will primarily
be Europe, Australia, the US and the Caribbean, however investments may also
be considered in other regions to the extent the Board considers that
potential value can be achieved."

The remainder of the Existing Investment Policy will remain unchanged and form
the remainder of the Updated Investment Policy.

The Board considers the adoption of the Updated Investing Policy to be in the
best interests of the Company and its Shareholders as a whole and accordingly,
unanimously recommends Shareholders to vote in favour of Resolution 6 to be
proposed at the Annual General Meeting.

3.   Annual General Meeting

 

Set out at the end of this Document is the Notice of Annual General Meeting
convening the Annual General Meeting to be held at 11:00 a.m. on 24 March 2022
at the offices of Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20
Primrose Street, London, EC2A 2EW, at which the following Resolutions will be
proposed:

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 July 2021 together with the
report of the directors and the report of the auditors thereon.

Resolution 2 - Re-appointment of Director

The Board recommends the re-election of Mr Peter Ruse. Since being appointed
to the board following the Company's last annual general meeting, Mr. Ruse
offers himself for re-appointment.

Resolution 3 - Appointment of Auditors

This Resolution seeks to authorise the appointment of PKF Littlejohn LLP as
auditors of the Company and to authorise the Directors to determine their
remuneration.

Resolution 4 - Directors' Authority to Allot Shares

This is an ordinary resolution to grant to the Directors the authority to
allot and issue shares and grant rights to subscribe for shares in the Company
for the purposes of Section 551 of the Act up to the maximum aggregate nominal
amount of £527,000 (representing 620,000,000 Ordinary Shares of 0.085 pence
or approximately 138% of the current issued ordinary share capital of the
Company). This Resolution replaces any existing authorities to issue shares in
the Company and the authority under this Resolution will expire at the
conclusion of the next annual general meeting of the Company.

Resolution 5 - Disapplication of Pre-emption Rights

Resolution 5 proposes to dis-apply the statutory rights of pre-emption in
respect of the allotment of equity securities for cash under Section 561(1) of
the Act. This is a special resolution authorising the Directors to issue
equity securities as continuing authority up to an aggregate nominal amount of
£527,000 (representing 620,000,000 Ordinary Shares of 0.085 pence or
approximately 138% of the current issued ordinary share capital of the
Company) for cash on a non-pre-emptive basis pursuant to the authority
conferred by Resolution 4 above. The authority granted by this Resolution will
expire at the conclusion of next annual general meeting of the Company.

Resolution 6 - Adoption of Updated Investing Policy

Resolution 6 will be proposed as an ordinary resolution, is to authorise the
adoption of the Updated Investing Policy.

 

This summary of the Resolution to be proposed at the Annual General Meeting
should be read in conjunction with the Resolution set out in the Notice of
Annual General Meeting at the end of this Document.

 

 

4.   Recommendation

 

The Board consider that the Resolutions set out in the Notice of Annual
General Meeting are in the best interests of the Company and its Shareholders
as a whole.

 

 

5.   Action to be Taken

 

A Form of Proxy for use at the Annual General Meeting is enclosed with this
Document. The Form of Proxy should be completed and signed in accordance with
the instructions thereon and returned to the Company at 78 Pall Mall, St.
James', London, SW1Y 5ES as soon as possible, but in any event so as to be
received by no later than 11:00 a.m. on 22 March 2022. The completion and
return of a Form of Proxy will not preclude Shareholders from attending the
Annual General Meeting and voting in person should they so wish.

 

 

 

 

 

 

 

-ENDS-

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