Delisting Announcement • Nov 1, 2023
Delisting Announcement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are strongly advised to consult their professional advisers regarding their own tax position.
If you have sold, transferred or otherwise disposed of all your Shares in Chelverton Growth Trust plc (the "Company"), please pass this document and the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold, transferred or otherwise disposed of only part of your holding of Shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.
(Incorporated in England and Wales with registered number 02989519)
Recommended proposals for the members' voluntary liquidation of the Company and Notice of General Meeting
The Proposals described in this Circular are conditional on approval from Shareholders, which is being sought at a general meeting of the Company to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 3.00 p.m. on Monday 27 November 2023.
This Circular should be read in its entirety. Nevertheless, your attention is drawn, in particular, to the letter from the Chairman of the Company which is set out on pages 5 to 9 of this document and which contains a recommendation that you vote in favour of the Resolution to be proposed at the General Meeting.
Capitalised terms used throughout this document shall have the meanings ascribed to them in Part 3 of this document, unless the context otherwise requires.
The contents of this document should not be construed as legal, financial or tax advice. Each Shareholder should consult their own legal, financial or tax adviser for legal, financial or tax advice (as appropriate).
Notice of a general meeting of the Company to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 3.00 p.m. on Monday 27 November 2023 (the "General Meeting") is set out at the end of this document. Details of the actions you are recommended to take are set out on page 9 of this document.
Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy for use at the General Meeting which accompanies this document. To be valid the Form of Proxy must be completed and signed in accordance with the instructions printed thereon and delivered to the Company's registrar, Share Registrars Limited (the "Registrar"), at 3 The Millennium Centre, Crosby Way, Farnham GU9 7XX as soon as possible but, in any event, so as to arrive not later than 3.00 p.m. on Thursday 23 November 2023 (or, in the case of any adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Alternatively, Shareholders may complete the Form of Proxy electronically via by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions. Instructions for this option are given in Note 3 in the Notice of General Meeting.
If you hold Shares in CREST you may also appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar (CREST participant ID 7RA36) in accordance with the procedures set out in the CREST Manual. Alternatively, you may give proxy instructions by logging onto
The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not prevent Shareholders from attending and voting at the General Meeting, or any adjournment thereof, in person, should they wish to do so.
No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.
The information included herein is based upon information available as at the date of this document and, except as requested by the FCA or required by the Listing Rules, the Disclosure Guidance and Transparency Rules or UK MAR, each as appropriate, or any other applicable law, will not be updated.
This document is dated 1 November 2023.
Page
| 2023 | |
|---|---|
| Last day of dealing in the Shares for settlement through CREST on a normal rolling two-day settlement basis in order to enable settlement prior to the record date |
22 November |
| Deadline for receipt of Forms of Proxy | 3.00 p.m. on 23 November |
| Close of Register and Record Date for participation in the members' voluntary liquidation |
6.00 p.m. on 24 November |
| Suspension of Shares from listing on the Official List and from trading on the London Stock Exchange and CREST disablement |
7.30 a.m. on 27 November |
| General Meeting | 3.00 p.m. on 27 November |
| Appointment of Liquidators | 27 November |
| Cancellation of the listing of the Shares on the Official List and of the trading of the Shares on the London Stock Exchange |
8.00 a.m. on 28 November |
The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
All references to times in this document are to London times.
(Incorporated in England and Wales with registered number 02989519)
Directors: Kevin John Allen (Chairman) David Alistair Horner Ian Paul Martin
Registered office: Suite 8, Bridge House, Courtenay Street, Newton Abbot, England TQ12 2QS
1 November 2023
Dear Shareholder
In recent years, the Company's strategy has been to return cash to Shareholders via a series of tender offers. In total, 71% of the equity (£5.4 million by value) has been returned. The Board has concluded that the reduced size of the Company and its small number of investments preclude a further tender offer, and as reported in the Company's annual report and accounts, it has for some time been investigating other options to maximise the return of funds to Shareholders. Unfortunately, this process has been necessarily drawn out due to major economic events including Brexit, Covid 19 and the Russian invasion of Ukraine. These events have served to create market uncertainty and turmoil such that only in recent months has the Board felt able to move forward with its plans within a more stable economic environment.
After careful consideration, and following discussions with the Investment Manager, your Board believes that it is in Shareholders' best interests that the Company be wound up, with the intention that there will be an orderly, solvent distribution of certain assets in specie to Shareholders and realisation for cash of the Company's other assets, with a return of that cash (net of costs and other liabilities) to Shareholders. The Board has, therefore, resolved to recommend to Shareholders that a members' voluntary liquidation of the Company be undertaken and to cancel the admission of its Shares to the premium listing category of the Official List and on the Main Market. The Board's primary aim in making this recommendation is to seek to maximise the return to Shareholders using the most efficient route possible.
The purpose of this document is to provide Shareholders with further details of the Proposals and to convene a General Meeting at which Shareholders will be asked to approve the Proposals. No further distributions will be paid by the Company pending the voluntary liquidation of the Company.
The General Meeting will be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 3.00 p.m. on Monday 27 November 2023.
The business to be conducted at the General Meeting is set out in the Notice of General Meeting at page 14 of this document. You will be asked to consider and vote on the Resolution set out in the Notice. An explanation of the Resolution is given below.
The Company was launched in November 1994 with the intention to provide capital growth.
The remaining assets of the Company of approximately £2.9 million net of creditors and other liabilities as at 23 October 2023 are equivalent to approximately 53 pence per Share. Your Board and the Investment Manager are of the opinion that the Company is sub-scale and that the Company's ongoing charges ratio renders the ongoing operation of the Company uneconomic.
The Board considers that the reduced size of the Company and its small number of investments preclude a further tender offer, and it has been considering other options to return funds to Shareholders.
The Board has accordingly concluded that a members' voluntary liquidation of the Company should be undertaken, with the Company's shareholding in CEPS plc (comprising in terms of value, approximately 75% of the Company's remaining assets) being distributed in specie pro rata to Shareholders, with the Company's other investments being sold, and the proceeds used to satisfy creditors and the costs of the members' voluntary liquidation, with the remaining small cash balance being distributed to Shareholders.
CEPS plc is an AIM-listed, industrial trading holding company that combines the benefits of the financial structuring of private equity funding with the entrepreneurial drive and flair of incentivised management teams. Further information about CEPS can be found on its website
The Company's existing Investment Management Agreement, and the associated obligations of the parties, will terminate automatically in accordance with the terms of the relevant agreements on the Company's entry into liquidation with no further amounts payable in respect of such arrangements.
Further details of the Resolution required to be passed to allow the implementation of the Proposals are set out below.
The Board is recommending that the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.
It is proposed that Milan Vuceljic and Michael Solomons, both licensed insolvency practitioners of Moorfields Advisory Limited, 82 St John Street, London ECM 4JN be appointed as joint liquidators of the Company (the "Liquidators"), and that their remuneration shall be determined in accordance with the letter of engagement between the Liquidators and the Company and as set out in in the Resolution. Further details regarding the Liquidators' proposed engagement and remuneration as agreed by the Directors can be made available on request to the Company Secretary, ISCA Administration Services Limited (01392 487056).
The winding-up of the Company will be a solvent winding-up in which it is intended that all creditors will be paid in full. The winding up will require a declaration of solvency to be sworn by the Directors. The appointment of the Liquidators becomes effective immediately upon the passing of the Resolution at the General Meeting, at which point the powers of the Directors will cease.
The Liquidators will then assume responsibility for the winding-up of the Company, including the realisation of the remaining assets of the Company, the payment of fees, costs and expenses, the discharging of the liabilities of the Company, and the distribution of the Company's surplus assets to Shareholders.
The Liquidators intend to return the majority of the remaining net asset value to Shareholders by the in specie distribution pro rata to Shareholders of the Company's shareholding in CEPS plc, the AIM listed industrial holding company in which the Company owns 5,460,301 shares. The Board believes that the Company's other assets and investments should be best realised, when appropriate to do so, given their size and illiquidity, and this is a policy which the Company have been pursuing. The net proceeds of the realisation of the Company's assets will be distributed to Shareholders after the Company's outstanding liabilities and the costs of implementing the Proposals, including the Liquidators' fees, have been met. The shares of the Company have historically traded at steep discount to the asset value of the Company and this strategy should enable higher value to be reflected for Shareholders, by removal of the future costs of the running the Company and the distribution of net cash and the direct ownership of shares in CEPS plc.
In order to facilitate the implementation of the Proposals, the Shares will be suspended from listing on the Official List and from trading on the London Stock Exchange with effect from 7.30 a.m. on Monday 27 November 2023, being the date of the General Meeting.
If the Resolution is subsequently passed at the General Meeting, this will also result in the cancellation of the listing of the Shares on the Official List and the Shares ceasing to trade on the London Stock Exchange. It is expected that the cancellation of listing and trading would take effect from 8.00 a.m. on Tuesday 28 November 2023.
Assuming the Resolution is passed, the Liquidators expect to make an initial in specie distribution pro rata to Shareholders of the Company's shares in CEPS plc, the AIM listed industrial holding company in which the Company owns 5,460,301 shares. Because David Horner and his family are currently beneficially interested in 6,299,000 ordinary shares in CEPS plc (representing 29.99% of the issued share capital of that company), any increase in that family shareholding may have consequences under The Takeover Code, which is currently being addressed by CEPS plc and the Horner family. This will not delay any distribution by the Liquidators.
The Liquidators will retain sufficient funds in the liquidation to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point of liquidation.
Once the liquidators have satisfied the claims of creditors of the Company and paid the costs and expenses of the liquidation, it is expected that the Liquidators will make one final cash distribution to Shareholders, currently expected to be approximately 5 pence per Share.
All Shareholders on the Register as at 6.00 p.m. on Friday 24 November 2023 will be entitled to any distributions made during the course of the liquidation.
In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, no distribution made pursuant to the implementation of the Proposals will be paid to a Sanctions Restricted Person.
Once in liquidation, the Company will not make any further investments.
The register will be closed at 6.00 p.m. on Friday 24 November 2023 and the Shares will be disabled in CREST at the start of business on Monday 27 November 2023. Accordingly, to be valid, all transfers must be lodged before 6.00 p.m. on Friday 24 November 2023. Application will be made to the FCA for suspension of listing of the Shares on the Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares, in each case at 7.30 a.m. on Monday 27 November 2023. The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two-day settlement basis will be Wednesday 22 November 2023. After Wednesday 22 November 2023, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on Friday 24 November 2023. The record date, being the date for determining which Shareholders are entitled to receive liquidation distributions, is close of business on 24 November 2023.
Transfers received after the time specified above will be returned to the person lodging them and, if the Resolution relating to the Proposals is passed, the original holder will receive any proceeds from distributions made by the Liquidators.
If the Resolution relating to the Proposals is passed, the Company will make applications for the cancellation of the admission of the Shares to listing on the Official List and to trading on the Main Market following the General Meeting with the cancellations expected to take effect at 8 a.m. on Tuesday 28 November 2023.
After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certifications in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.
If appointed, the Liquidators will be entitled to receive remuneration for their services by reference to the terms set out in the Liquidators' Engagement Letter and in the Resolution.
The costs of the Proposals are estimated to be approximately £42,000 plus VAT. The costs will be discharged by the Company in due course following the General Meeting.
Whilst the maximum costs of the winding-up of the Company have been estimated, unforeseen actual costs may exceed the estimates. The estimated total net return to Shareholders from the winding-up is, therefore, uncertain.
The Company's existing Investment Management Agreement will, in accordance with its terms, terminate automatically on the Company going into liquidation.
If the Resolution is passed, it is intended that David Horner, given his expertise and knowledge of the Company, will assist the Liquidators as required during the course of the liquidation. David has agreed he will not be paid for any such assistance required. In addition, the Company's Registrar, Share Registrars Limited, will be retained by the Company during the liquidation period.
Save as set out above, the Company is taking steps to ensure that the appointment of its other service providers will terminate should the Resolution be passed.
Once the Resolution is passed at the General Meeting, the Company will notify HMRC that it is entering into members' voluntarily liquidation.
Any Shareholder who is UK tax resident may, depending on that Shareholder's personal circumstances, be subject to capital gains tax (or, in the case of a corporate Shareholder, corporation tax on chargeable gains) in respect of any gain arising on the disposal of their Shares. For such individuals, capital gains are taxed at a rate of 10 per cent, (for basic rate taxpayers) or 20 per cent, (for higher or additional rate taxpayers). Individuals may, depending on their personal circumstances, benefit from certain reliefs and allowances, including an annual exempt amount, which exempts the first £6,000 for the tax year 2023-2024 and £3,000 for the tax year 2024-2025. Shareholders who are not resident in the UK for taxation purposes will not normally be liable to UK taxation on chargeable gains arising from the disposal of their Shares unless those Shares are held for the purposes of a trade, profession or vocation through a UK branch, agency or permanent establishment, although they may be subject to foreign taxation depending on their own particular circumstances. Individual Shareholders who are temporarily not resident in the UK for tax purposes may, in certain circumstances, be liable to capital gains tax in respect of gains realised when they are not resident in the UK under anti-avoidance legislation.
For the purposes of UK capital gains tax (or, in the case of a corporate Shareholder, corporation tax on chargeable gains), the interim distribution in specie by the Liquidators of the Company's shareholding in CEPS plc will involve a part disposal of their Shares (notwithstanding such distribution is in non-cash form), with any final distribution by the Liquidators deemed to be a further part disposal of the Shares. The in specie distribution of the CEPS plc shares will be deemed, for capital gains tax and corporation tax on chargeable gains, to take place at their market value at the date of the interim distribution.
The information in this document relates to UK taxation applicable to the Company and its Shareholders and is based on current legislation and what is understood to be current HMRC practice. The statements above relate to persons who are absolute beneficial owners of the Shares and may not apply to certain classes of persons, such as dealers in securities. Such statements are given by way of a general summary only and do not constitute legal or tax advice to any Shareholder. Shareholders who are in any doubt as to any applicable taxation consequences to them of the Proposals should seek advice from a qualified independent financial adviser or tax specialist.
The implementation of the Proposals will require Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.
The Resolution is for the approval of the Company being wound-up voluntarily and the appointment of the Liquidators for the purpose of the winding-up. It also grants the Liquidators authority to make distributions in specie and in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding-up), in proportion to their holdings of Shares in accordance with the provisions of the Articles. It also determines the remuneration of the Liquidators by reference to the engagement letter signed by the Company with Moorfields Advisory Limited and in the Resolution.
The Resolution will be proposed as a special resolution. A special resolution requires a majority of at least 75 per cent. of votes cast by Shareholders to be cast in favour, in order for it to be passed.
If the Resolution is not passed at the General Meeting, the Company shall continue in operation until other proposals can be put forward. As noted above, the Board and the Investment Manager are of the opinion that the Company is sub- scale and that the Company's ongoing charges ratio renders the ongoing operation of the Company uneconomic.
The Notice of General Meeting at the end of this Circular sets out the full text of the Resolution.
Whether or not you intend to attend the General Meeting in person, you are requested to appoint a proxy electronically via the Registrar's online proxy voting app at
If you hold Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar (CREST Participant ID 7RA36) so that it is received by not later than 3.00 p.m. on Thursday 23 November 2023 (or, if the General Meeting is adjourned, 48 hours (excluding non-Business Days) prior to the adjourned General Meeting). The time of receipt will be taken to be the time from which the Company's Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST Proxy Instruction is not received by the aforementioned date and time it will be invalid.
Appointing a proxy online, completing, signing and returning a hard copy Form of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude Shareholders from attending and voting at the General Meeting in person, should they so wish.
Voting on the Resolution will be by way of a poll.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial and/ or legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The Board considers that the Proposals and the Resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors (and their families) intend to do in respect of their own shareholdings, amounting to 1,001,168 Shares in aggregate (representing approximately 18.33 percent of the issued share capital of the Company (excluding any Shares held in the treasury)) as at 31 October 2023 (the last practical date prior to the publication of the Circular).
Yours faithfully,
Kevin Allen Chairman
Unless the context otherwise requires, the following words and expressions have the following meanings in this document:
| Articles | the articles of association of the Company |
|---|---|
| Board | the board of Directors of the Company or any duly constituted committee thereof |
| Business Day | any day of the year, excluding a Saturday, Sunday or English bank holiday |
| Circular | this document |
| Companies Act | the Companies Act 2006, as amended from time to time |
| Company | Chelverton Growth Trust plc, a public company limited by shares incorporated in England and Wales with registered number 02989519 and whose registered office is at Suite 8, Bridge House, Courtenay Street, Newton Abbot, England, TQ12 2QS |
| CREST | the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations |
| CREST Manual | the compendium of documents titled 'CREST Manual' issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Member | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations) |
| CREST Proxy Instruction | an authenticated CREST message to appoint or instruct a proxy in accordance with Euroclear's specifications and the CREST Manual |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time |
| Directors | the directors of the Company, whose names are set out on page 5 of this document |
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules contained in the FCA's Handbook of Rules and Guidance Euroclear UK and International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and whose registered office is at 33 Cannon Street, London EC4M 5SB, being the operator of CREST |
| FCA | the Financial Conduct Authority of the United Kingdom, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
| Form of Proxy | the form of proxy for use by Shareholders at the General Meeting, which accompanies this document |
| FSMA | Financial Services and Markets Act 2000, as amended from time to time |
| General Meeting | the general meeting of the Company to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 3.00 p.m. on Monday 27 November 2023, or any adjournment thereof, notice of which is set out at the end of this document (the "Notice of General Meeting") |
| HMRC | HM Revenue & Customs |
|---|---|
| Investment Management Agreement |
the agreement between the Company and the Investment Manager entered into on 28 June 2001 |
| Investment Manager | Chelverton Asset Management Limited, a private limited company authorised and regulated by the FCA and incorporated in England and Wales with registered number 342348 and whose registered office is at 11 Laura Place, Bath BA2 4BL |
| ITA | the Income Tax Act 2007, as amended from time to time |
| Liquidators | Milan Vuceljic and Michael Solomons of Moorfields Advisory Limited of 82 St John Street, London ECM 4JN |
| Liquidators' Engagement Letter the agreement entered into between the Company and Moorfields Advisory Limited , effective from 21 August 2023 |
|
| Listing Rules | the listing rules made by the FCA under Part VI of FSMA, as amended from time to time |
| London Stock Exchange | London Stock Exchange plc |
| Main Market | the main market for listed securities of the London Stock Exchange |
| NAV or Net Asset Value | the net asset value of the Company which shall be the total value of all of the assets of the Company less its liabilities as determined by the Board and calculated in accordance with the Company's accounting policies |
| Official List | the official list maintained by the FCA |
| Proposals | the proposals that the Company be placed into members' voluntary liquidation pursuant to the Resolution |
| Register | the register of Shareholders |
| Registrar | Share Registrars Limited, a private limited company incorporated in England with registered number 04715037 and whose registered office is as 27-28 Eastcastle Street London W1W 8DH |
| Regulatory Information Service or RIS |
any of the regulatory information services set out in Appendix 3 of the Listing Rules |
| Resolution | the special resolution relating to the placing of the Company into members' voluntary liquidation to be proposed at the General Meeting |
| Sanctions Authority | each of the following: |
| • the United States government; |
|
| • the United Nations; |
|
| • the United Kingdom; |
|
| • the European Union (or any of its member states); |
|
| • any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or |
|
| the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury |
Shareholders holders of Shares
Shares or Ordinary Shares the ordinary shares of 1 pence each in the capital of the Company
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of the Market Abuse Regulation (596/2014/EU) and implementing regulations, measures and guidance which is part of UK law pursuant to the European Union (Withdrawal) Act 1918
(Incorporated in England and Wales with registered number 02989519)
NOTICE IS HEREBY GIVEN that a general meeting of Chelverton Growth Trust plc (the "Company") will be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD at 3.00 p.m. on Monday 27 November 2023 to consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution.
ISCA Administration Services Limited Company Secretary
Suite 8, Bridge House, Courtenay Street, Newton Abbot, England, TQ12 2QS
Dated: 1 November 2023
Notes:
If you wish to attend the General Meeting in person, you should arrive at the venue for the General Meeting in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity prior to being admitted to the General Meeting.
To be entitled to attend and vote at the General Meeting (and for the purposes of determining the votes that may be cast), members must be registered in the Company's register of members 48 hours prior to the General Meeting (or, if the General Meeting is adjourned, 48 hours (excluding non-Business Days) prior to the adjourned General Meeting). No member shall, unless the Board otherwise decides, be entitled to vote in respect of any share held by him/her (either personally or by proxy) at the General Meeting unless all calls or other sums presently payable in respect of such share have been paid.
Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the General Meeting. A proxy need not be a member of the Company but must attend the General Meeting to represent a member. To be validly appointed a proxy must be appointed using the procedures set out in these Notes and the notes to the accompanying form of proxy.
If members wish their proxy to speak on their behalf at the General Meeting, members will need to appoint their own choice of proxy (not the Chairman of the General Meeting) and give their instructions directly to them.
Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). Members must state clearly on each form of proxy the number of shares in relation to which the proxy is appointed. If a member wishes to appoint more than one proxy, they should contact the Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by telephone on 01252 821390. Lines are open from 9.00 a.m. to 5:30 p.m., Monday to Friday.
A member may instruct their proxy to abstain from voting on any resolution to be considered at the General Meeting by marking the 'vote withheld' option when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' the resolution.
The appointment of a proxy will not prevent a member from attending the General Meeting and voting if they wish. A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have the right to appoint any proxies under the procedures set out in these notes and should read Note 9 below.
You can register your vote(s) for the General Meeting either:
In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 3.00 p.m. on Thursday 23 November 2023.
A form of proxy for use in connection with the General Meeting is enclosed. To be valid any completed and signed form of proxy or other instrument appointing a proxy, together with any Power of Attorney or other authority under which it is signed or a certified copy thereof, must be received by post (or during normal business hours only) by hand by the Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. Members may also choose to send a legible scan of the completed and signed form of proxy to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. In each case, to be valid, the form of proxy must be received no later than 48 hours (excluding non-Business Days) before the time of the General Meeting or any adjournment of the General Meeting.
If you do not have a form of proxy and believe that you should have one, or you require additional forms of proxy, please contact the Registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by telephone on 01252 821390. Lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday.
CREST members who wish to appoint a proxy or proxies for the General Meeting by utilising the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and Euroclear UK & International Limited's specifications to ensure a valid proxy appointment and/or instructions are submitted through the CREST service.
In order for a proxy appointment made via CREST to be valid, the proxy message must:
For this purpose, the time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST. Members and/or voting service providers using the CREST service should refer to the CREST Manual for guidance on the practical limitations of the CREST service and timings. The Board may treat as invalid a CREST proxy appointment or instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
In each case, the revocation notice must be received by no later than 3.00 p.m. on Thursday 23 November 2023 (or if the General Meeting is adjourned, by no later than 48 hours (excluding non-Business Days) prior to the time and date set for the adjourned General Meeting). If you attempt to revoke your proxy appointment but your revocation is received after the time specified then, subject to the provisions of these Notes, your appointment will remain valid.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. The first-named holder is considered the most senior for this purpose.
Any corporation which is a member can, by a resolution of its board of directors or other governing body authorise such person or persons as it thinks fit to act as its representative or representatives at the General Meeting.
Any person who receives this Notice of General Meeting as a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement with themselves and the registered member by whom they have been nominated, be entitled to be appointed (or have someone else appointed) as proxy to vote at the General Meeting. If a Nominated Person does not have such a right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the registered member as to the exercise of voting rights. Any queries with respect to your rights as a Nominated Person should be directed to the registered member.
Information regarding the General Meeting, including information required by section 311A of the Companies Act 2006, and a copy of this Notice of General Meeting, is available on the Company's website at https://www.chelvertonam.com/.
As at 6.00 p.m. on 31 October 2023 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 5,460,301 shares, carrying one vote each. The Company holds no shares in treasury. Therefore, the total voting rights in the Company as at 6.00 p.m. on 31 October 2023 were 5,460,301 votes.
Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person as their proxy will need to ensure that both they and their proxy complies with their respective disclosure obligations under the FCA's Disclosure Guidance and Transparency Rules. Should the members grant the Chairman or any Director voting authority representing 3 per cent. or more of the total voting rights of the Company, an appropriate disclosure will be released to the London Stock Exchange in accordance with the FCA's Disclosure Guidance and Transparency Rules.
The Board must answer any question relating to the business being dealt with at the General Meeting unless it would be undesirable in the interests of the Company or the good order of the General Meeting or if an answer to the question is already provided on the Company's website in the form of an answer to a question or if answering the question would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information.
Voting at the General Meeting will be conducted on a poll. As soon as practicable following the General Meeting, the number of votes cast for and against and the number of votes withheld in respect of each resolution will be announced via a Regulatory Information Service and placed on the Company's website at https://www.chelvertonam.com/.
No Director has a service contract with the Company but copies of the Directors' letters of appointment will be available for inspection at the registered office of the Company during normal business hours on any weekday (English public holidays are excepted) from the date of this Notice of General Meeting and at the location of the General Meeting for at least 15 minutes prior to the General Meeting and during the General Meeting.
Members are advised that, unless otherwise stated, any telephone number, website or email address which has been set out in this notice of General Meeting or in any related documents (including the form of proxy) is not to be used for the purposes of serving information or documents on, or otherwise communicating with, the Company for any purposes other than those expressly stated.
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