Raven Prop P Discussion Threads

[gaspump] 21/10/2022 14:45

One thing I missed the first time around was this paragraph in the Amended & Restated Articles of Incorporation:-

"If all or any part of the 12% Preference Dividend is in arrears (and for this purpose the 12% Preference Dividend shall be deemed to be payable quarterly on the dates detailed in Article 2.3.1), interest shall accrue on such unpaid sum at the rate of 15% per annum (such sum to accrue from day to day on the basis of a 365 day year but not to be compounded) from the date upon which such arrears arise until the date of payment. In the event that the arrears of the 12% Preference Dividend shall remain unpaid for six months then the interest rate at which interest will accrue on such arrears will from such time increase to the rate of 20% per annum (such sum to accrue from day to day on the basis of a 365 day year but not to be compounded)."

Sounds interesting, if indeed we ever get any dividends paid again.

[dandigirl] 28/9/2022 07:50

Would rather the funds be in my purse than available for confiscation by Putin to buy more Iranian drones.

[tradertrev] 27/9/2022 17:47

Some rather academic posts here.
At least our children aren't dying in the defence of our country, which is being invaded.

[gfrae] 27/9/2022 17:29

It is UK sanctions preventing banks from doing business with us.
Another case of these sanctions causing problems for UK investors whilst barely affecting Russia.

[dandigirl] 27/9/2022 13:26

So as not to be in default.

It is the West preventing payment not a Russian unwillingness to pay.

[zangdook] 27/9/2022 11:54

The West has "frozen" Russian assets, why should the Russians let us have our money?

[dandigirl] 27/9/2022 11:49

king: it appears they are but can't transfer out.

Biased of course, but why prevent funds which belong offshore from leaving Russia?

[rahosi] 27/9/2022 09:07

Amended & Restated Articles of Incorporation

[kickingking] 23/9/2022 15:30

With the strong Rouble, they should be making a fortune

[stemis] 23/9/2022 14:05

So presumably the cash is piling up in the SPVs

[koolio] 23/9/2022 13:36

Listening to the audio cast on the website and it would seem (my interpretation) that the problem is not filling the warehouses or finding tenant’s or even collecting rent, but is more finding services of accountants and lawyers willing to take them on as a customer. They will seek to provide audited accounts but understand that it will be more challenging as the situation goes on hence article 5.

[rahosi] 23/9/2022 11:33

On the Co website, 20 Sept 2022


Raven Property Group Limited (“Raven” or the “Company”)
Result of Annual General Meeting

Raven announces that, at the Annual General Meeting (“AGM”) of the Company held at 4:30 p.m. on Friday 16 September, resolutions 1 to 5 set out in the Notice of 2022 AGM dated 25 August 2022, were duly passed following a poll on each resolution.
Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2022 AGM circular dated 25 August 2022.
As set out in the Company’s circular to convene the AGM, the meeting was adjourned prior to consideration of resolution 6, which was to receive the financial statements of the Company for the year ended 31 December 2021. Details of the date and time of the reconvened meeting will be provided to shareholders when the financial statements are distributed.

[Too difficult to re-format for here, so just percentages below.]
Approx 320,000,000 votes cast for each Resolution. At 6.00 p.m. on 14 September 2022 there were 566,493,370 and 216,634,485 ordinary and preference shares in issue respectively, 57.56% and 57.06% of the ordinary and preference share capital was instructed.]

That the directors be authorised to issue shares. FOR 94.70%
That the articles of incorporation be amended. FOR 99.48%
That Ernst & Young LLP be re-appointed as auditors of the Company. FOR 98.53%
That the Directors be authorised to determine the remuneration of the Auditors of the Company FOR 98.53%
That the requirement to have the accounts of the Company audited be waived for year ended 31 December 2023 and all subsequent financial years thereafter. FOR 94.11%

[wskill] 17/9/2022 09:10

Thanks Tunley I will do this

[tunley] 17/9/2022 08:37

wskill

If you write to Benn Garnham (Co. Sec.) at The Raven Group, enclosing screen shots/pdf's of your holding(s) he should advise on how to register as an investor on their site.

His email is [e-mail]

Good luck

[wskill] 16/9/2022 22:04

thanks Rahosi ,I hold mine in a sipp so have no share certificate so unable to provide the investor code.

[dandigirl] 16/9/2022 21:53

Thank you, Rahosi.
An interesting audio cast.
All is not lost yet, it seems.

[rahosi] 16/9/2022 11:03

There have been a few updates on the Raven website.
The most important is - 2022 - AGM audio cast - dated 20220909

[dandigirl] 03/9/2022 16:47

We hold RAVP. Therefore, do not have a problem with the issuance of additional ordinaries.

Propose to vote in favour of all resolutions except 5. Believe that the company should continue to produce audited accounts annually.

Thoughts anyone?

[rahosi] 26/8/2022 12:06

Notes:

1. As at 25 August 2022 (being the latest practicable date before the publication of this Notice) the Company’s issued ordinary share capital consisted of 566,493,370 Ordinary Shares and 216,634,485 Preference Shares, of which none are held in treasury. Therefore, total voting rights of the company was 783,127,855.

2. A member entitled to attend and vote at the meeting convened by this Notice is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him or her provided that, if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. A proxy need not be a member of the Company.

3. To appoint the Chairman of the AGM as your proxy you may:
a. log on to www.signalshares.com and following the instructions in order to submit your proxy appointment online;
b. request a hard copy form of proxy directly from the registrars, Link Market Services, on tel: [phone].
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Market Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes; or
c. if you hold your shares in uncertified form, use the CREST electronic proxy appointment service as described in Note 7 below.

4. In order for a proxy appointment to be valid, whether submitted electronically or by post (using any of the alternatives described above), please ensure that such appointment has been received by Link Market Services by 4.30 p.m. on 14 September 2022.

5. The Company, pursuant to article 126.2 of the Articles, specifies that only those members entered on the register of members of the Company as at the close of business on 14 September 2022 shall be entitled to attend or vote at the AGM in respect of shares registered in their name at that time. Changes to entries on the register after the close of business on 14 September 2022 shall be disregarded in determining the rights of any person to attend or vote at the AGM.

6. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

7. To be passed, the ordinary resolution proposed in the notice of general meeting requires the approval of a simple majority of the votes cast at the meeting, the special resolution proposed in the notice of general meeting requires the approval of 75 per cent. or more of the votes cast at the meeting and the waiver resolution proposed in the notice of general meeting requires the approval of 90 per cent. or more of the votes cast at the meeting.

8. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting 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.

9. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland’s specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmitted so as to be received by the issuer’s agent (ID RA10), by 4.30 p.m. on 14 September 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

10. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations, 2009. Please refer to the CREST Manual at www.euroclear.com/CREST

[rahosi] 26/8/2022 12:01

PART 2
NOTICE OF ANNUAL GENERAL MEETING
RAVEN PROPERTY GROUP LIMITED

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Raven Property Group Limited (the “Company”;) will be held at Carey House, Les Banques, St Peter Port, Guernsey GY1 4BZ on 16 September 2022 at 4.30 p.m. for the purpose of considering and, if thought fit, passing resolutions 1 and 2 as special resolutions, resolutions 3 and 4 as ordinary resolutions, resolution 5 as a waiver resolution and resolution 6 as an ordinary resolution.

Special Resolutions
1. That the Company’s directors be and are hereby authorised, in accordance with Article 5.1 of the Articles, to issue equity securities (as defined in the Articles) for cash, and/or to sell Ordinary Shares held by the Company as treasury shares for cash:
a) in connection with an offer of such securities by way of a rights issue; and
b) (otherwise than pursuant to sub-paragraph 1(a) above) up to an aggregate nominal amount of £5,664,933.70 (and in the event that the authority in this resolution 1(b) is being used to issue equity securities that are convertible into Ordinary Shares, for the purposes of calculating the aggregate nominal amount of this authority that is utilised as a result of such issue (the “Utilised Amount”), such equity securities shall be deemed converted into Ordinary Shares by reference to the applicable conversion rate at the time of such issue and the aggregate nominal amount of the Ordinary Shares that the equity securities are deemed to be converted into shall be the Utilised Amount),
in each case as if Article 5.1 of the Articles did not apply to any such issue provided that such authority shall expire on 16 December 2023 or, if earlier, the conclusion of the next annual general meeting of the Company (unless previously renewed, revoked or varied by the Company by special resolution), save that the Company may, before such expiry, make an offer or agreement which would, or might, require equity securities to be issued and/or treasury shares to be sold after such expiry and the Directors may issue equity securities and/or sell treasury shares in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

“rights issue” means an offer to:
(a) Holders of Ordinary Shares in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them; or
(b) Holders of other relevant securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record
dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
2. That, with effect from the end of this AGM, the Articles be amended by the addition of the following articles after article 133:

SANCTIONS
Suspension of rights of members and mandatory sale of shares
134 If the Company determines that a Shareholder Regulatory Event (as defined in Article 138 below) has occurred, it may, in its absolute discretion and at any time, by notice in writing to a holder of any shares in the Company to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates) or
in whose shares a person is interested to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates), suspend with immediate effect (or with effect from such date as the notice may specify) all or some (as the notice specifies) of the following rights attaching to all or some (as the notice specifies) of the shares held by that holder of shares in the Company:
a) the rights to attend and to speak at meetings of the Company and to vote either personally or by proxy at a general meeting or to demand a poll exercisable in respect of the shares;
b) the right to receive any payment of distribution (whether by way of dividend or otherwise); and
c) the right to the issue of further shares or other securities in respect of the shares.

135 If the Company determines that a Shareholder Regulatory Event has occurred, it may, in its absolute discretion and at any time, by notice in writing (a “Disposal Notice”) to a member of the Company, shareholder or holder of any shares in the Company to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates) or in whose shares a person is interested to whom the Shareholder Regulatory Event relates (or to whom the Company reasonably believes it relates), require the recipient of the Disposal Notice or any person named therein as interested in (or reasonably believed to be interested in) shares of the Company held by the recipient of the notice (an “interested person”) to, take all reasonable steps necessary to obtain the required approvals (if any) to dispose of the shares or interest and, conditional on and subject to all required approvals, dispose of all or some (as the notice specifies) of the shares held by the recipient of the notice or the interest held by any interested person named in the Disposal Notice (as the notice specifies) and for evidence in a form satisfactory to the Company that such disposal shall have been effected to be supplied to the Company within 14 days from receipt of all required approvals for the disposal of the shares or within such other period as the Company (in its absolute discretion but always subject to receipt of the required regulatory approvals) considers reasonable. The Company may withdraw a Disposal Notice so given whether before or after the expiration of the period referred to therein if it appears to the Company that the grounds or purported grounds for its service do not exist or no longer exist.

136 If a Disposal Notice is not complied with in accordance with its terms or otherwise not complied with to the satisfaction of the Company within the time specified, and has not been withdrawn, the Company shall in its absolute discretion be entitled, so far as it is able and only to the extent all required approvals have been obtained, to dispose of the shares specified in the Disposal Notice at the best price reasonably obtainable in all the circumstances and shall give written notice of any such disposal to those persons on whom the Disposal Notice was served, subject to complying with all applicable law and regulation, the Company itself may acquire the shares. Any such disposal by the Company shall be completed as soon as reasonably practicable after the expiry of the time specified in the Disposal Notice provided that a disposal may be suspended during any period when dealings by the Directors in the Company’s shares are not permitted by applicable law or regulation but any disposal so suspended shall be completed within 30 days after the expiry of the period of such suspension.

137 Neither the Company nor any director, officer, employee or agent of the Company shall be liable to any holder of or any person having any interest in the shares disposed of in accordance with Articles 134 to 136 (inclusive) or to any other person provided that, in disposing of such shares, the Company acts in good faith within the period specified in this above. For the purpose of effecting any disposal of shares held in uncertificated form which were the subject of a Disposal Notice, the Company may make such arrangements on behalf of the registered holder of the shares as it may think fit to transfer title to those shares through a relevant system (as defined in the Uncertificated Regulations). For the purpose of effecting any disposal of shares held in certificated form which were the subject of a Disposal Notice, the Company may authorise in writing any director, officer, employee or agent of the Company to execute any necessary transfer instrument on behalf of the registered holder(s) and may issue a new share certificate or other document of title to the purchaser and enter the name of the transferee in the register of members. The net proceeds of such disposal shall be received by the Company whose receipt shall be a good discharge for the purchase money and shall, to the extent permitted by applicable law, be paid (without any interest being payable thereon) to the former registered holder upon surrender by him of the share certificate or other document of title in respect of the shares sold and formerly held by him. The transferee shall not be bound to see the application of such proceeds and once the name of the transferee has been entered in the register of members in respect of the shares, the validity of the transfer shall not be questioned. Any delay on the part of the Company in the performance of the provisions of Articles 134 to 136 (inclusive) shall not in any way invalidate the transfer of any shares made hereunder or any other steps undertaken in connection therewith. Save as otherwise specifically provided by Articles 134 to 136 (inclusive) the manner, timing and terms of any disposal by the Company shall be determined by the Company and the Company may take advice from such persons as are considered by it to be appropriate as to such manner, timing and terms and shall not be liable to any person for the consequences of reliance on such advice.

138 For the purposes of Articles 134 to 137 (inclusive) a “Shareholder Regulatory Event” occurs if either a shareholder or a person who directly or indirectly owns or controls a shareholder:
(a) is designated as, or is a citizen of any jurisdiction which is, the subject of any sanctions or restrictive measures (including, but not limited to, asset freeze measures and restrictions on investment) adopted by any of the following:
(i) the United Kingdom government or any Secretary of State acting on its behalf;
(ii) the Council of the European Union;
(iii) the Bailiwick of Guernsey; or
(iv) the United Nations Security Council or any of its subsidiary organs; or
(b) is in the good faith opinion of the Board unsuitable to be a holder of or person interested in the shares of the Company or whose interest in the Company may be reasonably believed to be materially prejudicial to the interests of the Company.

BENEFICIAL HOLDERS
Exercise of rights where shares held on behalf of others

139 The Board may accept, acting reasonably and in good faith, the exercise of any of the rights granted to a member of the Company pursuant to these Articles or any applicable law where such right is exercised by a person who is not a member of the Company but who the Board reasonably believes to be a person on behalf of whom a member of the Company is holding shares.

140 In order for the Board to accept the exercise of any rights by a person who is not a member of the Company pursuant to Article 139, the request to exercise such right must be accompanied by a statement, together with supporting evidence:
(a) of the full name and address of a person (the “member”) who is a member of the Company and holds shares on behalf of that person;
(b) that the member is holding those shares on behalf of that person in the course of a business;
(c) of the number of shares in the Company that the member holds on behalf of that person;
(d) the total amount paid up on those shares;
(e) that those shares are not held on behalf of anyone else or, if they are, that the other person or persons have not made a similar request to exercise such rights of a member of the Company;
(f) that some or all of those shares confer voting rights that are relevant for the purposes of exercising such right as if such person was a member; and
(g) that the person has the right to instruct the member how to exercise those rights.

Ordinary Resolutions
3. To re-appoint Ernst & Young LLP as auditors of the Company.
4. To authorise the Directors to agree the remuneration of the auditors of the Company.

Waiver Resolution
5. THAT pursuant to the provisions of section 256(1) of the Companies (Guernsey) Law, 2008 (as amended) (the “Law”) the requirement for the Company to have its accounts audited under section 255 of the Law is hereby waived for the financial year ending on 31 December 2023 and for all subsequent financial years thereafter the Company shall be exempted indefinitely from any and all requirements under the Law to have its accounts audited.

Ordinary Resolution
6. To receive the financial statements and the report of the Directors and of the auditors of the Company for the year ended 31 December 2021.

By order of the Board
Registered Office: Second Floor
La Vieille Cour, La Plaiderie
St Peter Port, Guernsey, GY1 6EH
Benn Garnham, Secretary
Dated: 25 August 2022

[rahosi] 26/8/2022 11:47

From the website

Notice of the Annual General Meeting (“AGM”) of the Company to be held at 4.30 p.m. on 16 September 2022 at Carey House, Les Banques, St Peter Port, Guernsey GY1 4BZ is set out in this document (the “Circular̶1;).
Holders of ordinary shares of 1pence each in the capital of the Company (“Ordinary Shares”)and 12% cumulative preference shares of 1 pence each (“Preference Shares”) are
encouraged to register their proxy vote as soon as possible, but in any event by 4.30 p.m. on 14 September 2022 by logging on to www.signalshares.com and following the instructions (or request a hard copy form of proxy as explained in the Chairman’s letter and returning it the Company’s registrars, Link Market Services).

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by utilising the procedures described in the CREST manual. For further details, please see Note 8 to the Notice of AGM in this Circular.
Copies of this Circular are available on the “InvestorsR21; section of the Company’s website.....
---
LETTER FROM THE CHAIRMAN
Dear Shareholder
I am pleased to send you details of the AGM of the Company which we will be holding on 16 September 2022 at Carey House, Les Banques, St Peter Port, Guernsey GY1 4BZ. The meeting will start at 4.30 p.m. and the formal Notice of AGM is set out on pages 6 to 9.
If you would like to vote on the resolutions but cannot come to the AGM, you can appoint a proxy by:
• logging on to www.signalshares.com and following the instruction in order to submit your proxy appointment online;
• requesting a hard copy form of proxy directly from the registrars, Link Market Services, on tel: [phone]. Upon such request, a form of proxy will be provided for use by shareholders. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Market Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes; or • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in Note 9 of the Notice of AGM.
Proxy appointments (using any of the alternatives detailed above), whether submitted electronically or by post, must be received by Link Market Services by no later than 4.30 p.m. on 14 September 2022.
Further details relating to voting by proxy are set out in the notes to the Notice of AGM. The use of a proxy will enable your vote to be counted at the AGM in your absence.
To facilitate shareholder engagement, the board of directors (the “Board”) will be conducting an audiocast for Raven shareholders on 9 September 2022 at 4.30 p.m. regarding the business of this meeting. Should you wish to listen, please register and submit your questions by emailing Benn Garnham, Company Secretary, [e-mail] by no later than 6.00pm on 6 September 2022.
BACKGROUND TO THE BUSINESS OF THE MEETING
The Board delayed holding this year’s AGM until a number of issues precipitated by the events of 24 February 2022 had been dealt with, namely the de-listing of the Company’s shares, the exercise of the option to sell the underlying Russian business to our former Russian management team, and obtaining clarity on our auditor’s position on their ability to finalise the audit of the 2021 consolidated financial statements given the constantly developing sanctions environment.
A number of the resolutions being recommended by the Board are aimed at protecting the Company from the consequences of the current situation while allowing the Board to focus on securing and extracting value for stakeholders in the future.
Sanctions have caused numerous operating problems for the business in the last six months, and the changes to the Company’s Articles of Incorporation (the “Articles̶1;) being proposed are designed to preserve and protect shareholder value during these uncertain times, and we hope can be reversed in due course. The most significant resolution seeks to change the Company’s articles to allow it to deal with any sanctioned party attempting to secure a stake or beneficial interest in the Company.
3
Secondary to this, the number of European and UK counterparties that are willing to engage with the Company has diminished significantly, even though it is no longer the holding Company of a Russian business. This extends to auditors and the incumbents, EY, pleasingly have agreed to complete their audit of the 2021 consolidated financial statements. These financial statements will be accompanied with an update on the underlying business of Raven Russia Holdings Cyprus Limited, which continues to trade in line with the previous update in our circular to ordinary shareholders of 6 May 2022. Unfortunately we do not expect to issue the financial statements to you until 3 October 2022, and as a consequence intend to adjourn the meeting prior to consideration of resolution 6. The meeting will reconvene later in October to consider the financial statements. All of this, whilst unfortunate, is indicative of the operational issues the Company and its Board now face. As a consequence a resolution has been proposed to dispense with an audit of the Company’s financial statements from 2023. Whenever possible the Board would seek to have the Company’s financial statements audited, but recognise that this may become impossible for a period of time.
Finally, and as set out in the circular to ordinary shareholders of 6 May 2022, I and my colleagues, Russell, Philip and Lysa will be retiring from the Board on 12 October 2022.
EXPLANATION OF THE BUSINESS WE WILL CONSIDER AT THE AGM
The Notice of AGM contains certain items of business which are of a technical nature and are therefore explained below.

RESOLUTION 1
Disapplication of pre-emption rights
Under Article 5 of the Articles, when new equity securities are proposed to be issued, or treasury shares sold, for cash, they must first be offered to existing ordinary shareholders pro rata to their holdings. There may be occasions, however, where the Directors may need the flexibility to issue equity securities or sell treasury shares without a fully pre-emptive offer in order to take advantage of business opportunities as they arise.
The Board has an existing authority to issue equity securities for cash without such securities first being required to be offered to existing ordinary shareholders which will expire on 17 September 2022 or the conclusion of the 2022 AGM, whichever is earlier. It is therefore proposed to renew the Directors’ authority to issue equity securities or sell treasury shares free of such pre-emption rights during the period from 17 September 2022 until 16 December 2023 or the conclusion of the annual general meeting of the Company in 2023, whichever is earlier.
Resolution 1 will enable the Board, in appropriate circumstances, to issue and/or sell (as the case may be) for cash (other than in connection with a rights issue or open offer), without a pre-emptive offer to existing ordinary shareholders, equity securities and/or treasury shares with an aggregate nominal value of £5,664,933.70, representing approximately 100 per cent. of the current issued ordinary share capital of the Company as at 25 August 2022.
The effect of resolution 1 is also to disapply pre-emption provisions in connection with a rights issue or open offer and allows the Directors, in the case of a rights issue or open offer, to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems.

RESOLUTION 2
Amendments to the Articles of Incorporation
Resolution 2, which will be proposed as a special resolution, proposes that certain amendments are made to the Articles to incorporate provisions that are considered beneficial for the Company.
The Board is deeply saddened by the events in Ukraine and sincerely hopes for a peaceful resolution as soon as possible. The events which began on 24 February 2022, and the subsequent impact of sanctions have had a significant adverse effect on the Company and in 4
order to mitigate the impact of any future sanctions is proposing certain amendments to the Articles.
Any failure by the Company, its group, its directors, its management or, as applicable, any holder of (or proposed investor in) an interest in shares in the Company to comply with sanctions could result in adverse action against the Company or any member of the group which could have a material adverse effect on the operations, financial performance and prospects of the Company.
It is proposed that the Articles be amended to contain additional provisions to permit the Company to: (i) restrict the voting or distribution rights attaching to shares in the Company; or
(ii) compel the sale of shares in the Company if a “Shareholder Regulatory Event” (as defined in the Articles (as amended)) occurs. A Shareholder Regulatory Event would occur if a person who directly or indirectly owns or controls a shareholder is designated as, or is a citizen of any jurisdiction which is, the subject of any sanctions or restrictive measures (including, but not limited to, asset freeze measures and restrictions on investment) adopted by any of the United Kingdom government or any Secretary of State acting on its behalf, the Council of the European Union, the Bailiwick of Guernsey or the United Nations Security Council or any of its subsidiary organs, or if in the good faith opinion of the Board, such shareholder or interested person is unsuitable to be a holder of or person interested in the shares of the Company or whose interest in the Company may be reasonably believed to be materially prejudicial to the interests of the Company.
It is also proposed that the Articles be amended to contain further provisions to provide a right for beneficial owners of any of the Company’s shares to exercise the rights of the shareholder in the absence of any action by the legally registered holder.

RESOLUTIONS 3 AND 4
Reappointment and remuneration of auditors
These resolutions propose the reappointment of Ernst & Young LLP as the auditors to the Company and give the Directors authority to determine their remuneration.

RESOLUTION 5
Waiver of the audit requirement
As explained earlier in the Circular, the Board believes that it would be advantageous for the Company if the audit requirement is waived for the financial year ending on 31 December 2023 and for all subsequent financial years thereafter. Resolution 5, which requires the approval of 90 per cent. or more of the shareholders voting at the meeting, will therefore seek the approval of such waiver.

RESOLUTION 6
Directors’ report and financial statements
The Directors are required to present to the AGM the Company’s financial statements for the year ended 31 December 2021 and the reports of the Directors and auditors on those financial statements.

FURTHER INFORMATION
As at the Latest Practicable Date:
• the issued ordinary share capital of the Company was 566,493,370 Ordinary Shares; and
• the issued preference share capital of the Company was 216,634,485 Preference Shares.

RECOMMENDATION
Your Directors believe that the resolutions to be proposed at the AGM, are in the best interests of Raven and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial
shareholdings, amounting in aggregate to 161,164,651 Ordinary Shares and 51,219,023 Preference Shares, which represent approximately 27.12 per cent. of the total voting rights in the Company as at 25 August 2022.

Yours sincerely
Sir Richard Jewson
Chairman
25 August 2022
Raven Property Group Limited

[kickingking] 15/8/2022 19:14

Well, I have no intentions of liquidating my RAVP shareholding. They will either be worth nothing as this is what they are now or something of decent value in the future. Received my share certificate last Friday from Iweb free of charge.