REG - Milton Capital PLC - Notice of AGM

Milton CapitalAnnouncement

14/07/2023 15:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230714:nRSN1222Ga&default-theme=true

RNS Number : 1222G  Milton Capital PLC  14 July 2023

14 July 2023

Milton Capital Plc

("Milton" or the "Company")

 

Notice is hereby given that the Annual General Meeting ("Meeting") of Milton
Capital Plc ("Company") will be held at 3(rd) Floor, 80 Cheapside, London,
EC2V 6EE, on Monday 7 August 2023 at 11:00.

The Notice of AGM, together with the Proxy Form, was posted to Shareholders
today and will be available on the Company's website
http://milton-capital.co.uk (http://milton-capital.co.uk) .  Full details of
the operation and arrangements for the AGM are set out in the Notice of AGM.

Shareholder will be asked to consider and vote on the resolutions below.
Resolutions 1 to 6, will be proposed as Ordinary Resolutions. Resolution 7,
will be proposed as a Special Resolution.

 

RESOLUTIONS

Ordinary business at the AGM

1.            To receive and consider the audited financial
statements of the Company for the period ended 31 January 2023 together with
the directors' report and the auditors' report thereon.

 

2.            To receive and approve the report on directors'
remuneration as set out on page 7 of the Annual Report and Accounts for the
period ended 31 January 2023.

 

3.            To approve the appointment of MHA MacIntyre
Hudson as auditors of the Company, and to authorise the directors to
determine the auditors' remuneration and audit fees for the 2024 financial
statements.

 

4.            To re-elect Eran Zucker as a director of the Company.

 

5.            To re-elect Malcolm Burne as a director of the
Company.

 

Special business at the AGM

To consider and, if thought fit, to pass the following resolutions, of which
resolution 6 will be proposed as an Ordinary Resolution and resolution 7 will
be proposed as a Special Resolution:

 

6.            THAT, the Directors be and are hereby generally and
unconditionally authorised for the purposes of Section 551 of the Companies
Act 2006 (the "Act") to exercise all the powers of the Company to allot equity
securities (as defined in Section 560 of the Act) up to an aggregate nominal
amount of £2,500,000 (which includes the total number of outstanding warrants
in issue) of the nominal value of the Company's entire issued share capital to
such persons and at such times and conditions as the Directors think proper,
provided that such authority, unless previously revoked or varied by the
Company in a General Meeting, shall expire at the commencement of the Annual
General Meeting next held after the passing of this resolution or the date
falling eighteen months from the date of the approval of this Resolution
(whichever is the earlier to occur) save that the Company may pursuant to the
authority make an offer or agreement or other arrangement before the expiry of
the authority which would or might require relevant securities to be allotted
after such expiry, and the Directors may allot relevant securities in
pursuance of such an offer or agreement or other arrangement as if the power
conferred hereby had not expired. This authority is in substitution for all
previous authorities conferred upon the Directors pursuant to Section 551 of
the Act, but without prejudice to the allotment of any relevant securities
already made or to be made pursuant to such authorities.

 

7.            THAT (subject to and conditional upon the passing of
Resolution 6 above), the Directors of the Company be and are hereby empowered
pursuant to Section 570 of the Act to allot equity securities (within the
meaning of Section 560 of the Act) wholly for cash pursuant to the general
authority conferred by Resolution 6 as if Section 561(1) of the Act did not
apply to any such allotment, provided that this power shall:

 

a.    be limited to the allotment of equity securities or otherwise and
grant rights to subscribe for or to convert any security into shares of the
Company up to a nominal amount of £2,500,000 of the Company's entire issued
share capital; and

b.    will expire when the authority conferred by Resolution 6 (above)
shall expire, save that the Company may before such expiry make an offer or
agreement which would or might require the equity securities to be allotted
after such expiry and the Directors may allot equity securities in pursuant of
such an offer or agreement as if the power conferred hereby had not been
revoked.

 Milton Capital plc                 info@milton-capital.co.uk (mailto:info@milton-capital.co.uk)

 Directors                          or

 Malcolm Burne                      Miltoncapitalplc@gmail.com (mailto:Miltoncapitalplc@gmail.com)

 Eran Zucker

 Peterhouse Capital Limited         +44 (0)20 7469 0930

 Financial Adviser and

 Brefo Gyasi / Guy Miller

 Corporate Broker

 Lucy Williams / Duncan Vasey

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOAUSRSROBUBAAR