World Trade Systems PLC Circular (4356L)

TIDMWTS

RNS Number : 4356L

World Trade Systems PLC

18 July 2017

THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares please forward this Circular and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Circular to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. The distribution of this Circular and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Circular should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out on pages 5 to 7 (inclusive) of this Circular which recommends that you vote in favour of the Resolution to be proposed at the General Meeting.

WORLD TRADE SYSTEMS PLC

(Registered in England and Wales under number 01698076)

Ratification of all unapproved related party transactions between the Company and Kudrow Finance Limited ("Kudrow") which consist of loans made or assumed by Kudrow

and Notice of General Meeting

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor to the Company in relation to the Ratification and will not be responsible to anyone other than the Company for providing the protections afforded to clients of BDO LLP nor for providing advice in relation to the Ratification or any other transaction or arrangement referred to in this Circular and, apart from the responsibilities and liabilities which may be imposed on BDO LLP under FSMA, BDO LLP accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Circular, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Ratification and nothing contained in this Circular is, or shall be relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Ratification. BDO LLP accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Circular or any such statement.

Notice of the General Meeting of World Trade Systems plc, to be held at 11.00 a.m. on 4 August 2017 at the Company's principal place of business at St. Mary's Court, The Broadway, Amersham HP7 0UT as set out at the end of this Circular. A Form of Proxy is enclosed for use by Independent Shareholders in connection with the meeting. To be valid, completed Forms of Proxy must be received in one of the following ways in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received no later than 11.00 a.m. on 2 August, 2017. Completed and return of the Form of Proxy will not preclude Independent Shareholders from attending and voting at the General Meeting should they so wish. To send your Form of Proxy either; post or deliver to Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT. Scan and email to [e-mail]. Use the online form only if you intend to give the Chairman the proxy for all your shares to vote for one of the following: "for", "against" or "withheld" (SurveyMonkey link has been sent via email to shareholders using their unique shareholder log-in on 18 July 2017). CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the notice convening the General Meeting at the end of this Circular.

Completion and return of the Form of Proxy will not preclude Independent Shareholders from attending and voting at the General Meeting should they so wish.

 
 CONTENTS                                  PAGE 
 EXPECTED TIMETABLE OF PRINCIPAL EVENTS     3 
 DIRECTORS, SECRETARY AND ADVISERS 
  TO THE COMPANY                            4 
 PART I LETTER FROM THE NON-EXECUTIVE 
  CHAIRMAN                                  5 
 PART II ADDITIONAL INFORMATION             8 
 PART III DEFINITIONS                       11 
 PART IV DETAILS OF THE KUDROW LOANS        13 
 NOTICE OF GENERAL MEETING                  14 
 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Posting of Circular 18 July 2017

Latest time and date for receipt of Forms of Proxy for the General Meeting 2 August 2017 (11.00 am)

Date and time of General Meeting 4 August 2017

(11.00 am)

Notes:

   1          References to times in this timetable are to London (BST) times unless otherwise stated. 

2 Each of the times and dates in the above timetable is indicative only and subject to change, in which event details of the new times and/or dates will be notified to the UK Listing Authority and the London Stock Exchange and, where appropriate, Shareholders by means of an announcement made through a Regulatory Information Service.

DIRECTORS, SECRETARY AND ADVISERS TO THE COMPANY

   Directors:                                              Robert Osborne Lee (Non-executive Chairman) 

Shao Chen (Vice Chairman, Executive Director)

Abdul Khader Mohamed (AKM) Ismail (Ismail) (Finance Director)

Lu Xin (Ellen) (Non-executive Director)

John Anthony Hoskinson (Tony) (Non-executive Director)

   Registered Office                                   Tricor Suite 4(th) Floor 
   of the Company and                               50 Mark Lane 
   each of the Directors:                             London 

EC3R 7QR

   Principal Place of Business:                   St Mary's Court 

The Broadway

Amersham

HP7 0UT

   Telephone Number:                                [phone] 
   Company Secretary:                              Robert Lee 

Tricor Suite

4(th) Floor

50 Mark Lane

London

EC3R 7QR

   Sponsor:                                               BDO LLP 

55 Baker Street

London

W1U 3EU

   Auditors:                                               Grant Thornton (UK) LLP 

Grant Thornton House

Melton Street

Euston Square

Euston

London

NW1 2EP

   Legal Advisers to the Company:              Gateley Plc 

Ship Canal House

98 King Street

Manchester

M2 4WU

   Registrar and CREST Service Provider:    Neville Registrars Limited 

Neville House

18 Laurel Lane

Halesowen

B63 3D

LETTER FROM THE NON-EXECUTIVE CHAIRMAN

WORLD TRADE SYSTEMS PLC

(Registered in England and Wales under number 01698076)

Directors Registered Office

Robert Lee (Non-Executive Chairman) Tricor Suite

Shao Chen (Vice Chairman, Executive Director) 4(th) Floor

AKM Ismail (Finance Director) 50 Mark Lane

Ellen Lu (Non-Executive Director) London

Tony Hoskinson (Non-Executive Director) EC3R 7QR

18 July 2017

Dear Shareholder,

Ratification of all unapproved loans to the Company made or assumed by Kudrow as related party transactions and Notice of General Meeting

   1.       Background 

Since 2001, when the Company disposed of its only operating business, World Trade Systems (HK) Ltd, up until the establishment last year of the Company's wholly-owned subsidiary in China ("WTS China"), and its commencement of business from July 2016, the Company was basically operating without any source of income, and was completely reliant on support from its then majority and controlling shareholder, Kudrow , a holding company established in the British Virgin Islands on 30 November 1999 (L.B.C. No. 354976).

As a result Kudrow was called upon to provide working capital loans (the "Kudrow Loans") to the Company from time to time, when needed to cover the costs of maintaining the Company. These costs consisted of professional fees relating to the preparation of financial statements, preparation and filing of the Annual Reports, Company Secretarial fees, legal and accounting fees relating to the Annual General Meetings of the Company, legal and professional advisory work in relation to examining various business opportunities, and other costs associated with holding of General Meetings of the Company. Although the Kudrow Loans have been detailed in the historic Annual Reports of the Company, and therefore are fully disclosed to all Shareholders and members of the public, they were never formally approved by the Shareholders before the monies were advanced. This failure to obtain prior Shareholder approval for each of the loans constituted a breach of the Listing Rules concerning related party transactions ("Related Party Transactions"). Whilst Kudrow remains a related party under the Listing Rules, it is no longer the majority and controlling shareholder of the Company. Antares Cheung, the beneficial owner of Kudrow, resigned as a director of the Company on 23 June 2017.

Now that the Company is in the process of applying for re-listing of its shares to the Standard Segment of the Official List of the FCA, the Board, in consultation with its advisors, has decided that it is appropriate to clear these past breaches by obtaining retrospective approval of the Kudrow Loans at a General Meeting of all the members in accordance with the Notice which accompanies this Letter.

Shareholders are referred to Part IV of this document which traces the genesis of the Kudrow Loans, and details the amount of principal and interest currently outstanding. The Kudrow Loans were originally intended to be unsecured and interest free, however in 2010 it was agreed that interest would accrue on the outstanding loan amount at 5 per cent. and subsequently 3 per cent. per annum.

On 17 July 2017 Kudrow confirmed that it had waived its right to all accrued interest.

Subject to the final plans for the re-listing which are still under discussion, it is intended that the outstanding Kudrow Loans of GBP860,363 may be converted to ordinary shares of the Company upon re-listing.

   2.       Details of the loans made by Kudrow 

As shown in Part IV of this document, the outstanding principal amount of the Kudrow Loans is GBP860,363. As noted above, Kudrow has waived its right to the accrued interest, which, as of the date of waiver, was of GBP241,000. The Directors believe that the waiver of interest will have a positive impact on the Company's balance sheet.

Kudrow sourced the funds for the Kudrow Loans from Glory Time Holdings Inc., a company under the control of Antares Cheng, who was until 23 June 2017, a non-executive director of the Company.

   3.       General Meeting 

The Kudrow Loans, when made, would have been Related Party Transactions for the purposes of the Listing Rules, therefore the Company should have obtained the approval of the Independent Shareholders before such loans were made. The Company is now seeking retrospective approval of the Independent Shareholders for these Related Party Transactions.

Accordingly you will find set out at the end of this Circular a notice convening a General Meeting of the Company to be held at the Company's principal place of business in Amersham on 4 August, 2017 to consider and, if thought fit, to pass the following Resolution which shall be proposed as an ordinary resolution:

"That the loans made by Kudrow (which as at 17 July 2017 is the registered holder of 2,596,139 Ordinary Shares constituting approximately 29.66% of the issued share capital of the Company) of which GBP860,363 of principal remains outstanding as at the date hereof), and which were, when made, Related Party Transactions (as defined in Listing Rule 11.1.5R of the Listing Rules) be ratified and approved."

   4.       Further information 

Your attention is drawn to the further information set out in Part II of this Circular. You are advised to read the whole of this Circular and not just rely on the summary information presented above.

   5.       Importance of Vote 

This Circular has not been reviewed by the UKLA nor has the Company been specifically directed or required to hold a General Meeting to rectify the past breaches concerning Related Party Transactions. However, the newly constituted Board believes that it is very important, especially in the context of its application for re-listing to the Standard Segment of the Official List of the FCA, that it demonstrates a strong commitment to full compliance with the Listing Rules and all other aspects of good corporate governance, especially now that the Company has re-commenced business operations. Accordingly, the Board recommends that all Independent Shareholders make every effort to participate in this meeting.

The failure to pass the Resolution at the General Meeting will not result in the Kudrow Loans being cancelled.

   6.       Action to be taken 

Shareholders will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the meeting, you are asked to complete the Form of Proxy using one of the following methods;

-- Printing, completing, posting or delivering to Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT

   --                 or printing, completing, scanning and emailing to [e-mail]; 

-- or completing the online only if you intend to give the Chairman the proxy for all your shares to vote for one of the following: "for", "against" or "withheld" (SurveyMonkey link has been sent via email to shareholders using their unique shareholder log-in on 18 July 2017).

-- or, if you hold ordinary shares in CREST, submitting your proxies electronically by using the your investor code in the CREST electronic proxy appointment service at www.euroclear.com. The Receiving Agents CREST ID is 7RA11.

In any event, the Form of Proxy must be received no later than 11.00 a.m. on 2 August 2017. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

   7.       Recommendation 

The Board believes that the Ratification and the Resolution are fair and reasonable as far as the Shareholders are concerned and in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board unanimously recommends the Independent Shareholders to vote in favour of the Resolution to be proposed at the General Meeting, as those Directors, who are also Shareholders, have irrevocably undertaken to do in respect of their own beneficial holdings of shareholdings which amount, in aggregate, to 2,500,000 Ordinary Shares, representing approximately 28.56 per cent. of the issued share capital of the Company.

As the Ratification is a Related Party Transaction neither Kudrow nor its duly authorised representatives will vote on the Resolution.

Yours faithfully

Robert Osborne Lee

Non-Executive Chairman

18 July 2017

PART II

ADDITIONAL INFORMATION

   1.       RESPONSIBILITY STATEMENT 

The Company and the Directors, whose names appear in paragraph 2 of this Part II, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the importance of such information.

   2.       THE COMPANY AND THE DIRECTORS 

The Company

World Trade Systems plc was incorporated on 9 February 1983 under the Companies Acts 1948 to 1981 with the name Aims Homes Limited under the laws of England and Wales with registration number 01698076. On 8 July 1988 the Company was re-registered as a public limited company under the legal and commercial name of Tamaris Plc. On 13 October 2000 the Company was re-registered with the legal and commercial name World Trade Systems plc. The registered office, telephone number and principal place of business of the Company are set out on page 4 of this Circular. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder.

Directors

The names and principal functions of the Directors of the Company are:

Robert Lee (Non-Executive Chairman)

AKM Ismail (Finance Director)

Shao Chen (Vice Chairman, Executive Director)

Ellen Lu (Non-Executive Director)

Tony Hoskinson (Non-Executive Director)

   3.       DIRECTORS' INTERESTS 

As at the LPD, the interests of each Director, their immediate families and related trusts, and, insofar as is known to them or could with reasonable diligence be ascertained by them, persons connected (within the meaning of sections 252 to 255 of the Companies Act) with the Director (all of which interests, unless otherwise stated, are beneficial) in the share capital of the Company, including interests arising pursuant to any transaction notified to the Company pursuant to rule 3.1.2 of the Disclosure and Transparency Rules, are as follows:

 
 Director          Number         Percentage 
                    of Ordinary    of issued 
                    Shares         Ordinary 
                    as at          Shares 
                    the LPD        as at the 
                                   LPD 
----------------  -------------  ----------- 
 Robert Lee        Nil            Nil 
----------------  -------------  ----------- 
 AKM Ismail        Nil            Nil 
----------------  -------------  ----------- 

 Shao Chen         2,500,000      28.56 
----------------  -------------  ----------- 
 Ellen Lu          Nil            Nil 
----------------  -------------  ----------- 
 Tony Hoskinson    Nil            Nil 
----------------  -------------  ----------- 
 
   4.       MAJOR INTERESTS IN ORDINARY SHARES 

Set out in the table below are the names of those persons, other than the Directors, who, so far as the Company is aware, are interested, directly or indirectly, in 3 per cent. or more of the Company's total voting rights and capital in issue as at the LPD.

 
 Shareholder             Number of     Percentage 
                          Ordinary      of issued 
                          Shares as     Ordinary 
                          at the LPD    Shares as 
                                        at the LPD 
----------------------  ------------  ------------ 
 Kudrow Finance 
  Limited                2,596,139     29.66 
----------------------  ------------  ------------ 
 Suzhou Weibao 
  Investment Co. 
  Ltd ("SZWB")*          2,500,000     28.56 
----------------------  ------------  ------------ 
 Musashino Industries 
  Co., Ltd               500,000       5.71 
----------------------  ------------  ------------ 
 Pershing Nominees 
  Limited                430,000       4.91 
----------------------  ------------  ------------ 
 Barclays Share 
  Nominees Limited       277,080       3.17 
----------------------  ------------  ------------ 
 

*SZWB is controlled by Shao Chen, who is a director of the Company.

**Antares Cheung, who resigned as a director of the Company on 23 June 2017, is the beneficial owner of Kudrow.

   5.       DETAILS OF SERVICE CONTRACTS 

Robert Lee is a director and the owner of Proclass Limited which is a company that provides company secretarial and nominee services. Proclass has been sole corporate director of Kudrow since September 2004.

   6.       MATERIAL CONTRACTS 

There are no material contracts to which the Company or any member of the Group is a party which contain information that the Independent Shareholders would reasonably require to make a properly informed assessment of how to vote.

   7.       SIGNIFICANT CHANGE 

There has been no significant change in the trading or financial position of the Group since 31 December 2016, being the date of the end of the last financial period for which financial information for the Group has been published.

   8.       DOCUMENTS AVAILABLE FOR INSPECTION 

Copies of the following documents will be available for inspection at the Company's principal place of business at St Mary's Court, The Broadway, Amersham HP7 0UT during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting:

(a) the Memorandum and Articles of Association of the Company;

(b) the Annual Report of the Company for the year ending 31 December 2016;

(c) irrevocable undertaking by SZWB to vote in favour of the Resolution;

(d) deed of waiver from Kudrow of interest on Kudrow Loans; and

(e) this Circular.

In addition this Circular will be published in electronic form and be available on the Company's website www.worldtradesystemsplc.com.

Dated 18 July 2017

PART III

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

 
 Board                         the board of directors 
                                of the Company whose 
                                names are set out on 
                                page 4 of this Circular 
                                out on page 4 of this 
                                Circular 
 Company                       World Trade Systems 
                                plc incorporated in 
                                England and Wales with 
                                registered number 01698076 
                                with registered number 
                                01698076 
 CREST                         the relevant system 
                                (as defined in the CREST 
                                Regulations in respect 
                                of which Euroclear is 
                                the operator (as defined 
                                in the CREST Regulations) 
                                in accordance with which 
                                securities may be held 
                                in uncertificated form 
 CREST Regulations             the Uncertified Securities 
                                Regulations 2005, as 
                                amended 
 Euroclear                     Euroclear UK & Ireland 
                                Limited (formerly Crestco 
                                Limited) the operator 
                                of CREST 
 Financial Conduct Authority   the UK Financial Conduct 
  or FCA                        Authority 
 
   FSMA                          the Financial Services 
                                 and Markets Act 2000, 
                                 as amended, and all 
                                 regulations promulgated 
                                 thereunder, from time 
                                 to time 
 Form of Proxy                 the form of proxy accompanying 
                                this Circular for use 
                                by Shareholders at the 
                                General Meeting 
 General Meeting               the general meeting 
                                of the Company convened 
                                for 4 August 2017, or 
                                any adjournment thereof, 
                                to vote on the Resolution 
                                notice of which is set 
                                out at the end of this 
                                Circular 
 Group                         the Company, WTS China 
                                and all other subsidiary 
                                undertakings of the 
                                Company from time to 
                                time 
 Independent Shareholders      the Shareholders other 
                                than Kudrow and any 
                                of its associates as 
                                defined under the Listing 
                                Rules 
 Kudrow                        Kudrow Finance Limited 
                                a company incorporated 
                                in the British Virgin 
                                Islands on 30 November, 
                                1999 with L.B.C. number 
                                354976 
 Kudrow Loans                  the unsecured loans 
                                made by Kudrow to the 
                                Company as more particularly 
                                described in Part II 
                                of this Circular of 
                                which there was GBP860,363 
                                outstanding as at the 
                                LPD 
 LPD                           17 July 2017 being the 
                                latest practicable date 
                                before the date of this 
                                Circular 
 London Stock Exchange         London Stock Exchange 
                                plc 
 Listing Rules                 the listing rules made 
                                by the FCA under section 
                                73A of FSMA 
 Notice of General Meeting     the notice of the General 
  or Notice                     Meeting set out at the 
                                end of this Circular 
 Ordinary Shares               the ordinary shares 
                                of GBP0.01 each in the 
                                capital of the Company 
 Ratification                  the approval by the 
                                Independent Shareholders, 
                                of Kudrow making the 
                                Kudrow Loans by the 
                                passing of the Resolution 
 Related Party                 a related party as such 
                                term is defined in LR11.1.4R 
                                of the Listing Rules 
 Resolution                    the resolution set out 
                                in the Notice of General 
                                Meeting 
 Shareholders                  the holders of Ordinary 
                                Shares from time to 
                                time, and Shareholder 
                                shall be construed accordingly 
 SZWB                          Suzhou Weibao Investment 
                                Co., Limited 
 UKLA                          UK Listing Authority 
 WTS China                     Simao (Suzhou) Biotechnology 
                                Co., Limited, a wholly 
                                owned subsidiary of 
                                the Company 
 
 

PART IV

DETAILS OF THE KUDROW LOANS

Set out in the below table are the details of the dates of the commencement of each Related Party Loan and the amount of the loan.

In June 2004 the Company entered into an unsecured interest free loan facility with Kudrow for GBP10,000 to support its ongoing operations. Since that time, Kudrow has continued to provide financial support to the Company by way extending existing loans or entering into new unsecured loans facilities. From February 2010, the terms of the loans were amended whereby the outstanding amount accrued interest at 5 per cent. and subsequently 3 per cent. per annum.

Kudrow sourced the funds for the Kudrow Loans from Glory Time Holdings Inc., a company under the control of Antares Cheng, who was until 23 June 2017, a non-executive director of the Company.

The Kudrow Loans have accrued interest of approximately GBP241,000. On 17 July 2017 Kudrow issued a Deed of Waiver agreeing to waive all of the accrued interest.

 
    Commencement      Loan Amount    Total Loan 
  of Related Party       (GBP)       Amount (GBP) 
        Loans 
-------------------  ------------  -------------- 
 30 June 2004              10,000          10,000 
-------------------  ------------  -------------- 
 26 July 2004              40,000          50,000 
-------------------  ------------  -------------- 
 24 September 
  2004                     55,000         105,000 
-------------------  ------------  -------------- 
 29 June 2005              55,000         160,000 
-------------------  ------------  -------------- 
 2 June 2007              100,000         260,000 
-------------------  ------------  -------------- 
 12 February 2010         200,000         460,000 
-------------------  ------------  -------------- 
 30 January 2011           25,000         485,000 
-------------------  ------------  -------------- 
 20 January 2012           60,800         545,800 
-------------------  ------------  -------------- 
 31 August 2012            60,000         605,800 
-------------------  ------------  -------------- 
 20 December 2012          55,000         660,800 
-------------------  ------------  -------------- 
 31 December 2013          63,000         723,800 
-------------------  ------------  -------------- 
 31 December 2015          71,563         795,363 
-------------------  ------------  -------------- 
 20 June 2016             65,000*         860,363 
-------------------  ------------  -------------- 
 

* GBP65,000 loan comprises GBP5,000 loan granted to pay legal fees and GBP60,000 loan which was originally made to the Company in May 2006 by World Capital Systems Limited and was not a Related Party Transaction at the time. However, Kudrow has assumed the loan during the past year and so it is recorded as a Related Party Transaction in this Schedule.

NOTICE OF GENERAL MEETING

World Trade Systems plc

(Incorporated in England and Wales with registered number 01698076)

NOTICE IS HEREBY GIVEN that a general meeting (the General Meeting) of World Trade Systems plc (the Company) will be held at St Mary's Court, The Broadway, Amersham, HP7 0UT on 4 August 2017 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

RESOLUTION

1. THAT the loans made by Kudrow Finance Limited (which as at 17 July 2017 is the registered holder of 2,596,139 ordinary shares of GBP0.01 each in the capital of the Company constituting approximately 29.66 per cent. of the issued capital of the Company) to the Company (of which GBP860,363 remains outstanding as at the date hereof) which were when made related party transactions (as defined in Listing Rule 11.1.5R) be ratified and approved.

By order of the Board Registered Office

Robert Lee Tricor Street

Company Secretary 4(th) Floor

18 July 2017 50 Mark Lane

London EC3R 7QR

NOTES TO THE NOTICE OF GENERAL MEETING

Entitlement to attend and vote

   1.       Only those shareholders registered in the Company's register of members at: 
   --    11.00 a.m. on 2 August 2017; or, 

-- if this meeting is adjourned, at 11.00 a.m. on the day two days prior to the adjourned meeting,

shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

2. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint the chairman or any other person to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. A proxy form is attached to this email. If you have any further questions about obtaining a proxy form please email [e-mail] or by telephone on contact on [phone].

3. If you hold ordinary shares in CREST, you may appoint proxies through the CREST electronic proxy appointment service at www.euroclear.com. The Receiving Agents CREST ID is 7RA11 and votes must be received no later than 11:00 hours on 1 Aug 2017.

4. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT by post or email [e-mail]. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.

5. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7. To appoint a proxy using the proxy form, the form must be completed using one of the following methods;

-- Printing, completing, posting or delivering to Blackstone Legal Ltd, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT

   --    or printing, completing, scanning and emailing to [e-mail]; 

-- or use the online form only if you intend to give the Chairman the proxy for all your shares to vote for one of the following: "for", "against" or "withheld" (SurveyMonkey link has been sent via email to shareholders using their unique shareholder log-in on 18 July 2017)

-- or, if you hold ordinary shares in CREST, submitting your proxies electronically by using the your investor code in the CREST electronic proxy appointment service at www.euroclear.com. The Receiving Agents CREST ID is 7RA11.

In any event, the Form of Proxy must be received no later than 11am on 2 August 2017. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

8. If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT by post, email [e-mail] or telephone [phone].

Appointment of proxy by joint member

9. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

10. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

11. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please print and send a revised proxy form to Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT .

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointment

12. A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by either:

-- Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Blackstone Legal Ltd, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT . In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice or

   --    Sending an email to World Trade Systems PLC at [e-mail] 

In either case, the revocation notice must be received no later than 11.00 a.m. on 2 August 2017.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

13. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share. The person appointed as the corporate representative must bring the letter of appointment to the meeting.

Questions at the meeting

14. Any member attending the meeting has the right to ask questions in accordance with section 319A of the Companies Act 2006. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

-- Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.

   --    The answer has already been given on a website in the form of an answer to a question. 

-- It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Shareholders' requisition rights

15. Under section 338 of the Companies Act 2006, a shareholder or shareholders meeting the threshold requirements, may, subject to conditions, require the Company to give to shareholders notice of a resolution which may properly be moved and is intended to be moved at that meeting provided that the requirements of that section are met and provided that the request is received by the Company not later than six weeks before the meeting, or if later the time at which notice is given of the meeting.

Submission of hard copy and electronic requests and authentication requirements

16. Where a shareholder or shareholders wish to request the Company to circulate a resolution to be proposed at the meeting (see note 14), such request must be made by sending a hard copy request, signed by you, stating your full name and address to Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT; or by email to World Trade Systems plc at [e-mail]. Please state 'EGM' in the subject line of the email.

Voting

17. Voting on all resolutions will be conducted on a show of hands unless a poll is demanded in accordance with the Company's articles of association.

18. Blackstone Legal Limited has at the request of the Company agreed to attend the meeting and as soon as practicable following the meeting will count all the votes and immediately inform the Company of the result.

19. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.

Documents available for inspection

20. Copies of the Memorandum and Articles of Association of the Company, the Annual Report of the Company for the year ending 31 December 2016, the irrevocable undertaking to vote in favour of the Resolution, the deed of waiver given by Kudrow Finance Limited and this Circular are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

Communication

21. Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

-- Contact World Trade Systems plc by email on [e-mail] or telephone [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

CIRKMGMNVRNGNZM

(END) Dow Jones Newswires

July 18, 2017 13:03 ET (17:03 GMT)