This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Notice of AGM
The Company announces that the Notice of Annual General Meeting, set out below, was published on 29th
There is an error in the printed document in that the figure of 25% in resolutions 4 and 5, should read 20%.
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The directors take responsibility for this announcement.
Notice of Annual General Meeting
I am writing to you with details of the AGM of the Company which will be held at
Please note that there are special arrangements for this meeting in light of the COVID-19 pandemic, which we encourage Shareholders to note carefully.
COVID-19 Special Arrangements
Due to the ongoing Coronavirus (COVID-19) pandemic, and in line with the Government's current Stay at Home Measures ("Measures"), the Board have adopted certain measures to ensure the health and safety of its Shareholders.
In order to reduce the risk of infection we ask all Shareholders not to attend the Annual General Meeting, which will end immediately following the conclusion of formal business. Shareholders who attend in person will not be granted entry to the meeting.
Arrangements will be made by the Company to ensure that the requirements of a quorum for the Annual General Meeting are met and so that the formal business of the meeting may proceed. Please read the section titled "Action to be taken by Shareholders" (below) carefully.
Resolutions at the Annual General Meeting
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
Resolution 2 - Re-Appointment of Director
The Board recommends the re-appointment Ingeborg Majken Korsgård Petersen, who retires by rotation pursuant to the Articles of
Resolution 3 - Reappointment of Auditors
This Resolution seeks to authorise the re-appointment of
Resolution 4 - Directors' Authority to Allot Shares
This is an ordinary resolution to grant the Directors with 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
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
The authority granted by this Resolution will expire at the conclusion of next annual general meeting of the Company.
Resolution 6 - Authority to purchase the Company's own shares
This resolution seeks authority for the Company to make market purchases of its own shares for cancellation, or to be held in treasury, up to a maximum of 8,538,284 shares representing approximately 10 per cent. of the Issued Share Capital. The minimum price, exclusive of expenses, which may be paid for an ordinary share, is
The Directors have no present intention of exercising the authority to make market purchases and the seeking of this authority should not be taken to imply that shares will be purchased. The Directors will exercise this authority only when they consider such purchase to be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.
Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Directors believe that it is in the best interests of shareholders that the Company should have the flexibility to make market purchases of its own shares.
Action to be taken by Shareholders
We encourage Shareholders to appoint the Chairman as their proxy with their voting instructions rather than attend the Annual General Meeting in person.
Although the Notes to the Notice of the Annual General Meeting refer to Shareholders being able to appoint a proxy or proxies, the Company would remind Shareholders that, in light of the Measures, they will not be allowed entry to the Annual General Meeting. However, the Company does value Shareholder participation and values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the Chairman of the Annual General Meeting to be their proxy. Any proxy received appointing a person other than the Chairman of the Annual General Meeting as the Shareholder's proxy will deemed to have appointed the Chairman of the Annual General Meeting as that Shareholder's proxy.
Shareholders will find enclosed with this letter a Form of Proxy for use at the Annual General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the
The Directors unanimously believe that the Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend you to vote in favour of the Resolutions.
Company number 08449586
NOTICE is hereby given that the Annual General Meeting of
The physical meeting will be held at
Resolution 1: To receive and consider the financial statements for the period ended
Resolution 2: To re-appoint Ingeborg Majken Korsgård Petersen as a Director of the Company.
Resolution 3: To re-appoint
Resolution 4: That, pursuant to section 551 of the Companies Act 2006 (the "Act") the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (as defined by section 560 of the Act) up to the maximum aggregate nominal amount of
Resolution 5: That, subject to the passing of Resolution 6 above, and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to the treasury shares, fractional entitlements, record dates, arising out of any legal or practical problems under the laws of any overseas territory or the requirements of any regulatory body or stock exchange; and
(b) (otherwise than pursuant to sub paragraph (a) above) up to an aggregate nominal amount of
and provided that this power shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.
Resolution 6: THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) CA 2006) of ordinary shares of
(a) the maximum aggregate number of ordinary shares that may be purchased is 8,538,284;
(b) the minimum purchase price (excluding expenses) which may be paid for the ordinary shares is
(c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:
(i) an amount equal to 105 per cent. of the average market value of an ordinary share as derived from the
(ii) The higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
This authority shall expire on the conclusion of the next Annual General Meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, agree to purchase ordinary shares where the purchase of the ordinary shares will or may be completed or executed wholly or partly after the expiry of such authority and may make a purchase of the ordinary shares purchase to any such agreement as if the authority had not ended.
BY ORDER OF THE BOARD
Notes to the Notice of General Meeting
1 Shareholders entitled to attend and to speak and vote are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint the Chairman as their proxy in relation to the Annual General Meeting. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
2 To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours and by appointment only) by hand to
3 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
4 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with
5 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that
6 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7 Shareholders are advised not to attend the Annual General Meeting and in the event that they should attend, such Shareholders will not be granted access to the meeting.
8 To be entitled to vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at
9 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
10 To change your proxy instructions simply submit a new proxy appointment using the methods set out above. A replacement proxy form may be obtained by contacting the Company. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the
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