Globe Capital Limited Notice of AGM
18 March 2016 - 9:41AM
UK Regulatory
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: +44 (0) 20 7448 9820
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)