Pre-Annual General Meeting Information • Apr 28, 2011
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your registered holdings of ordinary shares in the Company please forward this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
Notice of the annual general meeting of the Company to be held at The Goring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW on 9 June 2011 at 11.30 a.m. is set out at the end of this document and the recommendation of the Directors is set out on page 3.
A form of proxy for use at the Meeting is enclosed. However, a proxy may also be appointed for CREST members, by using the CREST electronic proxy appointment service. To be valid, any instrument appointing a proxy must be received by the Company's Registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible but in any event so as to arrive no later than 11.30 a.m. on 7 June 2011.
(Registered in England and Wales with no. 29559)
Mr M C Perkins Mr C J Ames Mr P J Field Mr A K Mathur Mr C J Relleen* Mr M Du¨nki* Mr D A Reeves* Mr C P T Vaughan-Johnson*
Directors Registered Office Linton Park Linton, Near Maidstone Kent, ME17 4AB
28 April 2011
* non-executive Directors
To holders of ordinary shares of 10 pence each in the Company
This letter accompanies the 2010 Annual Report and Accounts and gives details of the business to be transacted at the annual general meeting of the Company (the ''Meeting'').
Notice of the Meeting is given on page 4.
Resolutions 1 to 13 set out in the Notice deal with the ordinary business to be transacted at the Meeting. Further explanation in relation to resolutions 4 to 11 and resolutions 14 and 15, being the special business to be transacted at the Meeting, is set out below.
The Articles of Association of the Company (the ''Articles'') require each of the Directors to retire by rotation at each annual general meeting. At the Meeting Mr M C Perkins, Mr C J Ames, Mr P J Field, Mr A K Mathur, Mr C J Relleen, Mr D A Reeves, Mr C P T Vaughan-Johnson and Mr M Du¨nki will retire. Each of the Directors is offering himself for re-election and resolutions 4 to 11 propose the re-election of such Directors.
Brief biographies of the Directors are set out on page 8 of the Annual Report and Accounts.
Resolution 14 to be proposed at the Meeting seeks authority from holders of ordinary shares of 10 pence each in the capital of the Company (''ordinary shares'') for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of a maximum number of 277,950 ordinary shares, representing 10% of the voting rights in the Company as at 28 April 2011. The maximum price payable for the purchase by the Company of its own ordinary shares will be limited to the higher of 5% above the average of the middle market quotations of the Company's ordinary shares, as derived from the Daily Official List of the London Stock Exchange, for the five business days prior to the purchase and the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS. The minimum price payable by the Company for the purchase of its own ordinary shares will be 10 pence per share (being the amount equal to the nominal value of an ordinary share). The authority to purchase the Company's own ordinary shares will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per ordinary share and that it is in the best interests of the Company at the time. The resolution renews a similar resolution passed at the annual general meeting of the Company held on 3 June 2010. Company law has been changed recently to allow the Company to hold in treasury any shares purchased by it using its distributable profits. Such shares will remain in issue and capable of being re-sold by the Company.
Resolution 15 to be proposed at the Meeting seeks authority from shareholders to hold general meetings (other than annual general meetings) on 14 days' clear notice. This is permissible under the Companies Act 2006 and the Articles. However, pursuant to the EU Shareholders' Rights Directive and in accordance with published guidance from the Department of Business, Innovation and Skills, specific shareholder approval is required annually in order to retain this ability. The Directors believe that it is important for the Company to retain the ability to call meetings at shorter notice.
You are asked to either:
The Meeting will be held at The Goring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW.
The board believes that the resolutions to be put to the Meeting are in the best interests of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their beneficial shareholdings in the Company.
Yours sincerely
M C Perkins Chairman
(Registered in England and Wales with no. 29559)
NOTICE is hereby given that the annual general meeting of Camellia Plc (the ''Company'') will be held at The Goring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW on 9 June 2011 at 11.30 a.m. for the transaction of the following business:
As ordinary business to consider and, if thought fit, to pass the following resolutions, each of which will be proposed as ordinary resolutions:
As special business to consider and, if thought fit, to pass the following resolutions, each of which will be proposed as special resolutions:
preceding the day on which the purchase is made and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS;
Secretary 28 April 2011 Registered Office: Linton Park Linton, near Maidstone Kent, ME17 4AB
Completion of the form of proxy or appointment of a proxy through CREST will not prevent a member from attending and voting in person.
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.
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, Capita Registrars (ID RA1Ø), by 11.30 a.m. on 7 June 2011. 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 Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
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.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
(xi) Nominated persons (a) Any person to whom this notice is sent who is a person nominated under Section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. (b) The statement of the rights of shareholders in relation to the appointment of proxies in paragraph (i) above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.