GLOBE CAPITAL LIMITED - Notice of AGM PR Newswire

18 March 2016

Globe Capital Limited
(The Company)

Notice of AGM

NOTICE IS HEREBY GIVEN that the Annual General Meeting 2015 of Globe Capital Limited will be held at Unit A, 18/F, Epoch Industrial Building, No.8 Cheung Ho Street, Tsing Yi, New Territories, Hong Kong, on 11 April 2016 (Monday) at 4:00p.m. (HKT) for, inter alia, the following purposes:-

ORDINARY BUSINESS

To consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions and require that more than half of the votes cast must be in favour of each resolution for it to be passed.


1. To approve the directors' remuneration for 2014;

2. To receive and adopt the Annual Report for the year ended 31 December 2014;

3. To declare no final dividend on the ordinary shares for 2014;

4. To elect David Barnett as a director according to Article 143.3;

5. To re-appoint PKF Hong Kong as the Company's auditors and authorise the board
   of directors of the Company to fix auditors' remuneration; and

6. THAT, the directors of the Company ("Directors") be generally and
   unconditionally authorised to allot shares in the Company and to grant rights
   to subscribe for or to convert any security into shares in the Company
   ("Rights") up to an aggregate nominal amount of £200,000 provided that this
   authority shall, unless renewed, varied or revoked by the Company, expire on
   the conclusion of the Annual General Meeting of the Company to be held in
   2016 or, if earlier, 15 months after the date on which this resolution has
   been passed, provided that the Company may, before such expiry, make an offer
   or agreement which would or might require shares to be allotted or Rights to
   be granted and the Directors may allot shares or grant Rights in pursuance of
   such offer or agreement notwithstanding that the authority conferred by this
   resolution has expired. This authority is in substitution for all previous
   authorities conferred on the Directors in accordance with Article 23.



SPECIAL BUSINESS

To consider, and if thought fit, pass the following resolutions which will be proposed as special resolutions and require that more than three-quarters of the votes cast must be in favour of each resolution for it to be passed.


7.  THAT, subject to the passing of resolution 6 the Directors be generally
    empowered to allot equity securities for cash pursuant to the authority
    conferred by resolution 6 above, as if any pre-emption provisions in the
    Company’s articles of association or other rights did not apply to any such
    allotment, provided that the power conferred by this resolution shall be
    limited to:

7.1 any allotment of equity securities where such securities have been offered
    whether by way of rights issue, open offer, or otherwise to holders of
    equity securities in proportion as nearly as may be practicable to their
    then holdings of such securities but subject to the directors having the
    right to make such exclusions or other arrangements in connection with such
    offer as they deem necessary or expedient to deal with fractional
    entitlements or legal or practical problems arising in, or pursuant to, the
    laws of any territory or the requirements of any regulatory body or stock
    exchange in any territory or otherwise howsoever,

7.2 the allotment (otherwise then pursuant to sub-paragraph (1) above) of equity
    securities up to an aggregate nominal value of £200,000 such authority and
    power shall, unless renewed, varied or revoked by the Company, expire on the
    conclusion of the Annual General Meeting of the Company to be held in 2016
    or, if earlier, 15 months after the date on which this resolution has been
    passed, provided that the Company may, before such expiry, make any offer or
    agreement or other arrangement which would or might require equity
    securities to be allotted after such expiry and the Directors may allot
    equity securities in pursuance of such offer or agreement or other
    arrangement as if the power hereby conferred had not expired; and

8.  That, the shareholders approve, ratify and confirm the placing made on 29
    January 2016 past expiry of the authority granted by the Annual General
    Meeting held on 1 September 2014 (the “2014 AGM”). At the 2014 AGM, the
    shareholders, in Resolution 6, authorised the Directors to allot shares in
    the Company and to grant rights to subscribe for or to convert any security
    into shares in the Company up to an aggregate nominal amount of £50,000
    (equal to 500,000,000 ordinary shares in the capital of the Company). The
    authority expired on 01 December 2015. On 29 January 2016, the Directors
    allotted 114,614,285 new ordinary shares under a placing with David Barnett,
    Toddbrook Investments Limited, Boxerdome Enterprise FZE and DHD Impex Pte
    Limited and an agreement with Alexander David Securities Limited. Therefore
    114,614,285 ordinary shares were allotted past expiry of the authority
    granted in Resolution 6 of the 2014 AGM. Resolution 8 is a Special
    Resolution to retrospectively approve and ratify the allotment of the
    placing shares. Having taken legal advice on the point, the Company and the
    Directors have been advised that the allotment and issue of the shares are
    legally valid and binding notwithstanding the allotment past expiry of the
    authority. This Resolution 8 is a mechanism by which shareholders can
    confirm that they have been advised of the contravention and retrospectively
    approve and ratify the allotment of the shares allotted on 29 January 2016.
    Neither the Directors, nor the placees, will vote at the AGM in relation to
    this Resolution 8.



By Order of the Board
Christopher Neo
Company Secretary

The Notice of AGM has been sent to shareholders.

The Directors of Globe Capital Limited accept responsibility for this announcement.
ISDX CORPORATE ADVISER:

Alexander David Securities Limited
David Scott – Chief Executive
James Dewhurst – Institutional Sales 
Telephone: +44 (0) 20 7448 9820
http://www.ad-securities.com
49 Queen Victoria Street, London EC4N 4SA