REG - Jade Road Investmnts - Notice of AGM, New Investing Policy & Share Reorg.
20/03/2025 07:15
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RNS Number : 3807B Jade Road Investments Limited 20 March 2025
JADE ROAD INVESTMENTS LIMITED
("Jade Road Investments", "JADE" or the "Company)
Posting of Circular and Notice of 2024 AGM
Jade Road Investments Limited (AIM: JADE), the London quoted investment
company that looks to provide investors exposure to diversified, high-return
investment opportunities in the property sector, is pleased to confirm that it
has today made available on its website at www.jaderoadinvestments.com
(http://www.jaderoadinvestments.com) the below circular incorporating notice
of its annual general meeting ("2024 AGM" and "Circular").
As the Circular is published on the Company's website, shareholders will only
receive a hardcopy of the form of proxy or form of instruction.
The 2024 AGM will be held at 10.00 a.m. UK time on 11 April 2025 at Troutman
Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB.
For further information, please contact:
Jade Road Investments Limited
+44 (0) 778 531 5588
John Croft
Zeus Capital Limited - Nominated Adviser
+44 (0) 203 829 5000
James Joyce / Andrew de Andrade
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain
DEFINITIONS
"AIM Rules" the AIM Rules for Companies and AIM Note for Investing Companies as published
and amended from time to time by the London Stock Exchange
"Annual General Meeting" or "2024 AGM" the 2024 annual general meeting of the Company to be held at 10.00 a.m. UKT on
11 April 2025
"Articles" the articles of association of the Company
"BVI" British Virgin Islands
"Circular" this document
"Combined Shares" ordinary shares of no par value each of the Company immediately after the
Share Combination becoming effective
"Company" or "JADE" Jade Road Investments Limited, a company registered in the BVI with registered
number 1459602
"CREST" the electronic systems for the holding and transfer of shares in
dematerialised form operated by Euroclear UK & International Limited
"Depositary" Computershare Investor Services PLC
"Depositary Interest Holder" a holder of Depositary Interests
"Depositary Interests" the depositary interests in respect of the underlying Ordinary Shares
"Directors" or "Board" the existing board of directors of the Company
"Form of Instruction" the depositary interest form of instruction enclosed with this document for
use at the 2024 AGM
"Form of Proxy" the form of proxy enclosed with this document for use at the 2024 AGM
"Heirloom" Heirloom Investment Management LLC
"Investing Policy" the investing policy of the Company from time to time
"London Stock Exchange" London Stock Exchange plc
"New Investing Policy" the proposed new investing policy, further details of which are set out in the
Letter from the Executive Chairman on page 8 to 9 of this document
"Notice of Annual General Meeting" the notice of the 2024 AGM set out at the end of this document
"Ordinary Shares" ordinary shares of no par value each of the Company
"Resolutions" the resolutions proposed in the Notice of Annual General Meeting at the end of
this document
"Share Combination" the proposed combination of every ten (10) existing authorised issued and
unissued ordinary shares into one (1) Combined Share
"Shareholder(s)" holder(s) of Ordinary Shares
"Treasury Shares" the 4,832,200 Ordinary Shares previously acquired by the Company and held as
treasury shares
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UKT" United Kingdom Time
"US$" US dollars
All references to dates and times in this document are to UKT unless otherwise
stated. References to the singular shall include references to the plural,
where applicable, and vice versa.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting of this Circular and Form of Proxy 20 March 2025
Latest time and date for receipt of Forms of Instruction 10.00 a.m. UKT on 8 April 2025
Latest time and date for receipt of Forms of Proxy 10.00 a.m. UKT on 9 April 2025
Date of Annual General Meeting 10.00 a.m. UKT on 11 April 2025
Latest time and date for dealing in Ordinary Shares 5.30 p.m. UKT on 11 April 2025
Share Combination record date 6.00 p.m. UKT on 11 April 2025
Issue and allotment of Combined Shares 14 April 2025
Admission of Combined Shares to AIM 8.00 a.m. on 14 April 2025
DIRECTORS AND ADVISERS
Directors: John Croft (Executive Chairman)
Hugh Viscount Trenchard (Non-Executive Director)
Stuart Crocker (Non-Executive Director)
Registered Office: Commerce House, Wickhams Cay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Principal Place of Business: 35/F Infinitus Plaza
199 Des Voeux Road Central
Hong Kong
Company Secretary: Conyers Corporate Services (BVI) Limited
Commerce House, Wickhams Cay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
English Lawyers to the Company: Troutman Pepper Locke UK LLP
Second Floor
201 Bishopsgate
London EC2M 3AB
BVI Lawyers to the Company: Conyers Dill & Pearman
29th Floor, One Exchange Square
8 Connaught Place
Central Hong Kong
Auditors: PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
Registrars: Computershare Investor Services (BVI) Limited
Woodbourne Hall
PO Box 3162
Road Town, Tortola
British Virgin Islands
Depositary: Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Company Website: www.jaderoadinvestments.com
PART 1
LETTER FROM THE EXECUTIVE CHAIRMAN
JADE ROAD INVESTMENTS LIMITED
(Incorporated in the British Virgin Islands with registration number 1459602)
Directors: Registered Office:
John Croft (Executive Chairman) Commerce House, Wickhams Cay 1
Hugh Viscount Trenchard (Non-Executive Director) PO Box 3140
Stuart Crocker (Non-Executive Director) Road Town, Tortola
British Virgin Islands, VG1110
20 March 2025
Dear Shareholder,
Proposed New Investing Policy
Share Combination
and
Notice of 2024 Annual General Meeting
1. Introduction
As announced on 7 February 2025, the Company has entered into a conditional
strategic partnership / investment commitment with Woollard and Hall Ltd,
Unique Property Investment Group Limited ("Unique") and WestOne Capital Group
Ltd ("WestOne") (together hereinafter referred to collectively as the "Unique
Group"). As a result, the Company intends to update its Investing Policy to
better align with this change in focus and new relationship with the Unique
Group.
This Circular also contains notice of the Company's 2024 AGM, at which the
Directors are, inter alia, seeking renewed authority to issue and allot shares
in order to enable them to pursue the New Investing Policy.
2. Background to and reasons for the New Investing Policy
Current Investing Policy
The current Investing Policy, as set out in the Company's circular to
Shareholders dated 31 March 2023, is as follows:
1) The Company has an indefinite life, is sector agnostic and is targeting
assets in any class which will produce income returns, with a secondary
focus on capital gains over time for its Shareholders.
2) The Company will seek the best risk-adjusted returns globally, with a
preference for investments governed by legal systems that the Company
understands and believes to be reliable.
3) The Company may invest directly into listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations, or commodities ("Direct Financings").
4) The Company may provide financing to entities, becoming a lender to, or
a limited partner or shareholder of, an affiliated or third party which
itself has a strategy to invest in underlying listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations or commodities ("Indirect Financings").
5) The Company shall ensure that at the time of entering into a Direct
Financing, it shall represent not more than 30% of the Company's net asset
value immediately following the relevant transaction. There is no limit on the
number of investments the Company may take.
6) The Company shall ensure that at the time of entering into an
Indirect Financing, no underlying asset of the indirectly financed entity
shall represent more than 30% of the Company's net asset value immediately
following the relevant transaction.
7) There is no restriction on the duration the Company will hold any
investment nor any restriction on the time for the Company to make its
investments in such assets.
8) The Company will pursue a predominantly passive management
strategy. However, on a case by case basis, it may consider securing
additional governance rights such as observer or board appointments where the
situation or asset dictates such additional oversight.
9) The Company may utilise gearing when appropriate. The Company will
continue to exercise prudence in determining whether prevailing market
conditions and investor expectations warrant the utilisation of any leverage
over its portfolio.
10) The Company will consider issuing its own shares as consideration for
interests in other companies but such cross holdings will be limited to 20 per
cent. of the Company's issued shares in aggregate from time to time.
New Investing Policy
In order to facilitate the Company's strategic objectives, the Company is
proposing Resolution 1 to amend the Investing Policy to the following:
1) The Company has an indefinite life, has a primary focus on the property
sector with a secondary focus on targeting assets in any class which will
produce income returns and capital gains over time for its Shareholders.
2) The Company will seek the best risk-adjusted returns globally, with a
preference for investments in the property sector governed by legal systems
that the Company understands and believes to be reliable.
3) The Company may invest directly into real assets, listed securities,
over-the-counter traded securities, currencies, companies, contractual
obligations, or commodities ("Direct Financings").
4) The Company may provide financing to entities, becoming a lender to, or
a limited partner or shareholder of, an affiliated or third party which
itself has a strategy to invest in underlying listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations or commodities ("Indirect Financings").
5) The Company shall ensure that at the time of entering into a Direct
Financing, it shall represent not more than 50% of the Company's net asset
value immediately following the relevant transaction. There is no limit on the
number of investments the Company may take.
6) The Company shall ensure that at the time of entering into an Indirect
Financing, no underlying asset of the indirectly financed entity shall
represent more than 75% of the Company's net asset value immediately
following the relevant transaction.
7) There is no restriction on the duration the Company will hold any
investment nor any restriction on the Company exiting any or all of its
investments to realise value. Furthermore, there is no restriction on the time
for the Company to make its investments in such assets.
8) The Company will pursue a predominantly passive management
strategy. However, on a case by case basis, it may consider securing
additional governance rights such as observer or board appointments where the
situation or asset dictates such additional oversight.
9) The Company may utilise gearing when appropriate. The Company will
continue to exercise prudence in determining whether prevailing market
conditions and investor expectations warrant the utilisation of any leverage
over its portfolio.
10) The Company will consider issuing its own shares as consideration for
interests in other companies or assets but such cross holdings will be limited
to 30 per cent. of the Company's issued shares in aggregate from time to time.
Following the successful completion of the fundraising announced on 7 February
2025, it is anticipated that the Company will make investments into Unique and
WestOne following further proposed capital raises in the coming months. These
investments will seek to provide exposure to growth in assisted living housing
projects across the UK. WestOne will bring its expertise in structured finance
and capital solutions, enhancing the ability to deliver diversified,
high-return investment opportunities. Additionally, Unique will seek to
advance its proposed development of super-prime real estate projects in Dubai.
The partnership seeks to leverage the Company's capital and cross-border
capabilities, with WestOne providing innovative financing structures to
support domestic and international property ventures. Together, the
partnership is seeking to create a platform for investors seeking exposure to
high-growth real estate markets in the UK and Dubai.
As announced by the Company on 29 May 2024, the Company completed the disposal
of its legacy assets. This resulted in the Company having 12 months to
substantially implement its Investing Policy. The Company confirms that this
has not been achieved as of the date of this Circular, however the Company
plans to do so before the expiry of the 12-month period.
3. Brief information on Unique Group
Unique Group, headquartered in Reading in the UK, was established in 2017 and
quickly rose to become a market leader in secure, socially responsible, and
hands-off investment strategies focused on addressing the needs of the
assisted living sector in the UK. Unique Group's mission is to tackle the UK's
assisted living accommodation shortfall while providing secure returns through
its unique five-pillar investment strategy model. With a commitment to
transparency and long-term relationships, Unique Group operates an open-door
policy and hosts regular events and webinars for investors.
4. Termination of Heirloom
As part of the proposed restructuring, the Company has terminated its existing
investment management agreement and administration services agreement with
Heirloom with effect from 10 March 2025. Initially, it has been agreed that
investment management decisions in relation to any proposed investments will
be taken by the Board.
5. Cancellation of Treasury Shares
The Company has previously repurchased 4,832,200 Ordinary Shares, which the
Directors resolved not be cancelled on repurchase but be held in the name of
the Company as treasury shares. As the Directors can see no need for such
Treasury Shares in the future, and no obvious benefit in the Company
continuing to hold such Ordinary Shares as treasury shares, they propose that
such Treasury Shares be cancelled concurrently with Admission of Combined
Shares to AIM.
6. Share Combination
The Company proposes to combine every 10 authorised issued and unissued
ordinary shares of no par value into 1 ordinary share of no par value (the
"Combined Shares") in the Company (the "Share Combination").
The record date for the Share Combination is 5.30 p.m. UKT on 11 April 2025.
Fractional entitlements resulting from the Share Combination will be ignored.
Application will be made to admit 38,522,381 Combined Shares to trading on AIM
in place of the existing Ordinary Shares, which is expected to occur at 8.00
a.m. on 14 April 2025.
Following the admission of the Combined Shares on 14 April 2025, there will be
38,522,381outstanding shares in issue with equal voting rights. This figure
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.
Application will be made for a new ISIN and SEDOL for the Combined Shares. The
existing ISIN and SEDOL will be cancelled. The Expected Timetable Of Principal
Events could be subject to change and is dependent on obtaining the new ISIN
in good time of the Share Combination record date.
7. Change in the maximum number of shares authorised for issue and
amendments to the memorandum of association of the Company
Following the Share Combination, the Company proposes to change the maximum
number of Combined Shares it is authorized to issue from 234,823,319.8
Combined Shares to a maximum of 650,000,000 Combined Shares. The Company will
delete current clause 5 of its memorandum of association in its entirety and
replace it with the new clause 5 as follows:
"5. NUMBER AND CLASSES OF SHARES
The Company is authorised to issue up to a maximum of 650,000,000 ordinary
shares of a single class without a par value"
Following such amendment, the Company will adopt an amended and restated
Memorandum of Association, reflecting such amendment. The amendment will
change the maximum number of Ordinary Shares being available for issue by the
Directors going forward and will also ensure that the Company will have
sufficient headroom to allot outstanding Ordinary Shares to raise further
equity capital when required.
8. Authority to allot Ordinary Shares
In order to ensure that the Company can complete any future equity fundraising
and raise further equity capital when required, the Board is proposing that
the Directors be granted a mandate to allot Ordinary Shares which shall not
exceed 33.33% (one-third) of the unissued Ordinary Shares of the Company. This
authority will revoke the authority previously granted at the Company's annual
general meeting held on 1 May 2024, and will expire at the conclusion of the
first annual general meeting of the Company following the passing of this
resolution, unless otherwise renewed by ordinary resolution.
9. Authority to buy back Ordinary Shares
On 30 January 2023, Elypsis Solutions Limited ("Elypsis") and Asia Private
Credit Fund ("APCF") entered into a put option agreement with the Company, as
subsequently varied and amended on 7 November 2024 (the "Put Option
Agreement"). Under the terms of the Put Option Agreement the Company has
agreed, subject to certain conditions, to buy back the Elypsis and APCF
shareholding (being in aggregate 50,392,927 shares (unconsolidated)).
Accordingly, it is proposed that the Directors be granted a mandate to buy
back 14.99% of the number of Ordinary Shares of the Company in issue at the
date of passing of the Resolutions. This authority will revoke the authority
previously granted at the Company's annual general meeting held on 1 May 2024,
and will expire at the conclusion of the first annual general meeting of the
Company following the passing of this resolution, unless otherwise renewed by
ordinary resolution.
10. Action to be taken
You will find the Notice of Annual General Meeting set out at the end of this
document. The 2024 Annual General Meeting (at which the Resolutions will be
proposed) will be held at 10.00 a.m. UKT on 11 April 2025. All the
Shareholders are entitled to vote for or against the Resolutions.
Shareholders will find a Form of Proxy enclosed for use at the Annual General
Meeting. Whether or not you intend to be present at the Annual General
Meeting, you are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon as soon as possible. To be
valid, completed Forms of Proxy must be received by the Company's registrars,
Computershare Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater
Road, Bristol BS99 6ZY no later than 10.00 a.m. UKT on 9 April 2025, being 48
hours before the time appointed for holding the Annual General Meeting.
Completion of the Form of Proxy will not preclude you from attending and
voting at the Annual General Meeting in person if you so wish.
Depositary Interest Holders will find a Form of Instruction enclosed for use
at the Annual General Meeting. Whether or not you wish to be present at the
Annual General Meeting, you are requested to complete and return the Form of
Instruction or lodge a vote through the CREST system in accordance with the
instructions printed thereon as soon as possible. To be valid, completed
Forms of Instruction must be received by the Depositary at The Pavilions,
Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. UKT on 8 April
2025, being 72 hours before the time appointed for holding the Annual General
Meeting.
Completion of the Form of Instruction will not preclude you from attending and
voting at the Annual General Meeting in person if you so wish. Please refer to
the information on the Form of Instruction on how to request attendance.
11. Recommendation and irrevocable undertaking
The Directors have approached Heirloom and its affiliated entities ("Heirloom
Group"), which together hold 198,555,394 Ordinary Shares representing the
Company's largest shareholding with 50.90% of the issued voting shares, to
seek their support for the proposals as set out above.
The Directors are pleased to report that the Heirloom Group has entered into
an irrevocable undertaking (the "Undertaking") to vote in favour of the
Resolutions, which means that provided the Heirloom Group comply with the
provisions of their Undertaking, the Resolutions will be passed.
Nevertheless, the Directors recommend Shareholders vote in favour of the
Resolutions to be proposed at the Annual General Meeting, as they intend to do
in respect of the 282,668 Ordinary Shares in aggregate held by them at the
date of this Circular.
Yours faithfully
John Croft
Executive Chairman
Jade Road Investments Limited
PART 2
NOTICE OF 2024 ANNUAL GENERAL MEETING
JADE ROAD INVESTMENTS LIMITED
(Incorporated in the British Virgin Islands under the BVI Business Companies
Act, 2004)
(the "Company")
NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the "Meeting") of
the members of the Company will be held at 10.00 a.m. UKT on 11 April 2025 at
Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB,
to consider and, if thought fit, pass the following resolutions:
ORDINARY BUSINESS
1. NEW INVESTING POLICY
THAT the existing investing policy of the Company be replaced with a new
investing policy as follows:
1) The Company has an indefinite life, has a primary focus on the property
sector with a secondary focus on targeting assets in any class which will
produce income returns and capital gains over time for its Shareholders.
2) The Company will seek the best risk-adjusted returns globally, with a
preference for investments in the property sector governed by legal systems
that the Company understands and believes to be reliable.
3) The Company may invest directly into real assets, listed securities,
over-the-counter traded securities, currencies, companies, contractual
obligations, or commodities ("Direct Financings").
4) The Company may provide financing to entities, becoming a lender to, or
a limited partner or shareholder of, an affiliated or third party which
itself has a strategy to invest in underlying listed securities,
over-the-counter traded securities, currencies, companies, real assets,
contractual obligations or commodities ("Indirect Financings").
5) The Company shall ensure that at the time of entering into a Direct
Financing, it shall represent not more than 50% of the Company's net asset
value immediately following the relevant transaction. There is no limit on the
number of investments the Company may take.
6) The Company shall ensure that at the time of entering into an Indirect
Financing, no underlying asset of the indirectly financed entity shall
represent more than 75% of the Company's net asset value immediately
following the relevant transaction.
7) There is no restriction on the duration the Company will hold any
investment nor any restriction on the Company exiting any or all of its
investments to realise value. Furthermore, there is no restriction on the time
for the Company to make its investments in such assets.
8) The Company will pursue a predominantly passive management
strategy. However, on a case by case basis, it may consider securing
additional governance rights such as observer or board appointments where the
situation or asset dictates such additional oversight.
9) The Company may utilise gearing when appropriate. The Company will
continue to exercise prudence in determining whether prevailing market
conditions and investor expectations warrant the utilisation of any leverage
over its portfolio.
10) The Company will consider issuing its own shares as consideration for
interests in other companies or assets but such cross holdings will be limited
to 30 per cent. of the Company's issued shares in aggregate from time to time.
2. AUDITED FINANCIAL STATEMENTS ENDED 31 DECEMBER 2023
THAT the audited financial statements of the Company and the reports of the
directors of the Company ("Directors") and the independent auditor for the
year ended 31 December 2023 be approved and adopted by the Company.
3. RE-APPOINTMENT OF AUDITORS
THAT:
a) PKF Littlejohn LLP be re-appointed as the auditors of the Company, such
re-appointment to be in respect of the financial year ended 31 December 2024;
and
b) the board of Directors be authorised to fix the auditors' remuneration.
4. RE- ELECTION OF JOHN CROFT
THAT John Croft be re-elected as a director of the Company.
SPECIAL BUSINESS
5. SHARE COMBINATION
THAT:
a) every ten (10) authorised issued and unissued ordinary shares of no par
value in the Company be and are combined into one (1) new ordinary shares of
no par value (the "Combined Share"), and such Combined Shares shall rank pari
passu in all respects with each other and shall have the rights and privileges
and be subject to the restrictions in respect of ordinary shares contained in
the memorandum and articles of association of the Company; and
b) all fractional Combined Shares resulting from the share combination
will be disregarded and will not be issued to the shareholders of the
Company.
6. AUTHORITY TO ALLOT SHARES
THAT:
a) subject to paragraphs (b) and (c) of this Resolution and in accordance
with the articles of association of the Company (the "Articles"), the exercise
by the board of Directors during the Relevant Period (as defined below) of all
the powers of the Company to allot, issue and otherwise deal with new shares
of the Company (the "Shares") and to allot, issue or grant securities
convertible into Shares, or options, warrants or similar rights to subscribe
for any Shares or such convertible securities, and to make or grant offers,
agreements options and warrants which would or might require the exercise of
such powers be generally and unconditionally approved;
b) the approval in paragraph (a) of this Resolution shall not extend
beyond the Relevant Period but shall authorise the Directors during the
Relevant Period to make or grant offers, agreements, options and warrants
which would or might require the exercise of such power after the end of the
Relevant Period; and
c) subject to the passing of Resolution 5, the number of Shares allotted
or agreed conditionally or unconditionally to be allotted (whether pursuant to
an option or otherwise) by the Directors for cash consideration pursuant to
the approval in paragraph (a) of this Resolution, and otherwise than pursuant
to the exercise of the subscription or conversion rights attaching to any
warrants or any securities convertible into Shares or the exercise of the
subscription rights under any option scheme or similar arrangement for the
time being adopted for the grant or issue to persons such as officers and/or
employees of the Company and/or any of its subsidiaries of Shares or rights to
acquire Shares or any scrip dividend providing for the allotment of Shares in
lieu of the whole or part of a dividend on Shares in accordance with the
Articles, shall not exceed 33.33% (one-third) of the unissued Shares of the
Company and the said approval shall be limited accordingly;
7. AUTHORITY TO BUY BACK SHARES
THAT:
a) subject to paragraph (b) of Resolution 6, the exercise by the Directors
during the Relevant Period (as defined below) of all the powers of the Company
to purchase or repurchase on AIM, a market operated by the London Stock
Exchange plc on which the securities of the Company are traded and recognised
by AIM for this purpose, Shares (including any form of depositary interests
representing the right to receive such Shares issued by the Company) and the
exercise by the Directors of all powers of the Company to repurchase such
securities, subject to and in accordance with all applicable laws and the
requirements of both the AIM Rules for Companies and the AIM Rules for
Nominated Advisers, be and are hereby generally and unconditionally approved;
and
b) subject to the passing of Resolution 5, the number of Shares which may
be purchased or repurchased by the Company pursuant to the approval in
paragraph (a) of this Resolution during the Relevant Period shall not exceed
14.99% of the number of Shares of the Company in issue at the date of passing
of this Resolution, and the said approval shall be limited accordingly.
For the purposes of Resolutions 6 and 7:
"Relevant Period" means the period from the passing of the Resolution until
the conclusion of the first annual general meeting of the Company following
the passing of the Resolution, unless otherwise renewed by ordinary resolution
passed at that meeting.
8. AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
THAT:
a) Subject to the passing of Resolution 5, the maximum number of shares
that the Company be authorised to issue be accordingly changed from
234,823,319.8 ordinary shares to 650,000,000 ordinary shares.
b) Clause 5 of the Company's currently adopted memorandum of association
be deleted in its entirety and replaced with the following new clause 5:
"5. NUMBER AND CLASS OF SHARES
The Company is authorised to issue up to a maximum of 650,000,000 ordinary
shares of a single class without par value."
c) The amended and restated memorandum of association reflecting the
amendment made by resolution 8(a) and 8(b) above in the form tabled at the end
initialled by the Chairman be and is hereby adopted and approved in
substitution for the current memorandum of association of the Company and the
registered office provider be and is hereby authorised to make all such
filings with the Registrar of Corporate Affairs in the British Virgin Islands
as may be required to give effect to the foregoing.
9. CANCELLATION OF TREASURY SHARES
THAT the 4,832,200 Ordinary Shares currently registered in the name of the
Company as treasury shares be cancelled and the Directors of the Company be
and are hereby authorised and instructed to do all such things and undertake
all such matters as may be required to give effect to such cancellation.
10. AUTHORITY OF DIRECTORS TO EXECUTE RELEVANT DOCUMENTS
THAT any director or officer of the Company be and is hereby authorised for
and on behalf of the Company to execute and deliver all such other documents,
instruments and agreements, whether under the seal of the Company or
otherwise, and to do all such acts or things as may be necessary or desirable
to give effect to the foregoing.
Notes to the Notice of Annual General Meeting
1. In order to be entitled to attend and vote at the Meeting, a
registered member must be on the Company's share register by close of business
on 9 April 2025 or 48 hours for any adjourned meeting.
2. Subject to notes 3 and 5 below, only members are entitled to attend
and vote at the Meeting.
3. A member entitled to attend and vote at the Meeting is entitled to
appoint one or more proxies (for holder of two or more shares) to attend and
vote instead of that member. A proxy need not be a member of the Company. To
be valid, the form of proxy, together with the power of attorney or other
authority (if any) under which it is signed, or a certified copy of such power
or authority, must be lodged with the Company's share registrar, Computershare
Investor Services (BVI) Limited, c/o The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY no later than 10:00 a.m. (UKT) on 9 April 2025 or 48 hours before any
adjourned meeting.
4. At the Meeting, the chairman of the Meeting will exercise his power
under Article 15.1(a) of the Articles to put the above resolutions to the vote
by way of a poll.
5. Depositary Interest Holders who are CREST members and who wish to
issue an instruction through the CREST electronic voting appointment service
may do so by using the procedures described in the CREST manual (available
from www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting services
provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK &
International Limited (EUI) and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com (http://www.euroclear.com) ).
The message, regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the Depositary must, in order to be
valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no
later than 10:00 a.m. (UKT) on 8 April 2025. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied
to the CREST Voting Instruction by the CREST applications host) from which the
issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that EUI does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the transmission of CREST Voting 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(s), to procure that the CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that
a CREST Voting Instruction is transmitted by means of the CREST service by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST Voting Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
Alternatively, holders of Depositary Interests can complete a Form of
Instruction to appoint Computershare Company Nominees Limited, the
Depositary's custodian, to vote on the holder's behalf at the Annual General
Meeting or, if the Annual General Meeting is adjourned, at the adjourned
meeting. To be effective, a completed and signed Form of Instruction (and any
power of attorney or other authority under which it is signed) must be
delivered to the offices of the custodian, Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK by no later than
10:00 a.m. (UKT) on 9 April 2025 or 72 hours before any adjourned meeting.
Entitlement to attend and vote at the meeting and the number of votes which
may be cast thereat will be determined by reference to the Depositary Interest
register at close of business on 8 April 2025. Changes to entries on the
register after that time shall be disregarded in determining the rights of any
person to attend and vote at the meeting. Should a beneficial shareholder wish
to attend the meeting in person, they will need to contact their broker or
custodian to request attendance and the relevant broker or custodian would
then need to contact the Depositary Computershare Investor Services PLC they
must notify the Depositary in writing or email
!UKALLDITeam2@computershare.co.uk by 5:00 p.m. (UKT) on 8 April 2025 so the
appropriate Letter of Representation can be issued by the Depositary Interest
custodian Computershare Company Nominees Limited authorising attendance.
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