Globe Capital Limited Notice of AGM

 
TIDMGCAP 
 
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 GBP200,000 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 GBP200,000 
    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 GBP50,000 
    (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: [phone] 
http://www.ad-securities.com 
49 Queen Victoria Street, London EC4N 4SA 
 
 
 
END 
 

(END) Dow Jones Newswires

March 18, 2016 05:41 ET (09:41 GMT)