Pre-Annual General Meeting Information • Apr 26, 2012
Pre-Annual General Meeting Information
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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.
(Registered in England and Wales with no. 29559)
Notice of the annual general meeting of the Company to be held at The Goring Hotel, Beeston Place, Grosvenor Gardens, London SW1W 0JW on 7 June 2012 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 5 June 2012.
(Registered in England and Wales with no. 29559)
Mr M C Perkins Linton, Near Maidstone Mr C J Ames Kent, ME17 4AB Mr P J Field Mr A K Mathur Mr C J Relleen* Mr M Dünki* Mr D A Reeves* Mr C P T Vaughan-Johnson* 26 April 2012
Directors Registered Office Linton Park
* non-executive Directors
To holders of ordinary shares of 10 pence each in the Company
Dear Shareholder
This letter accompanies the 2011 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 15 set out in the Notice deal with the business to be transacted at the Meeting. Further explanation in relation to resolutions 4 to 11 and resolutions 14 and 15 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 each of 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 Dünki 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 7 of the Annual Report and Accounts. Following the evaluation of the performance of the board, I confirm that it is in the best interests of the company for each director to be re-elected.
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 26 April 2012. 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 an 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 9 June 2011. The Company is permitted to hold in treasury any shares purchased by it using its distributable profits. Such shares will remain in issue and will be 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. The shorter notice period would not be used as a matter of course, but only where it is merited by the business of the meeting and is thought to be to the advantage of the shareholders as a whole.
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 7 June 2012 at 11.30 a.m. for the transaction of the following business:
To consider and, if thought fit, to pass the following resolutions, each of which will be proposed as an ordinary resolution:
To consider and, if thought fit, to pass the following resolutions, each of which will be proposed as a special resolution:
highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS;
Secretary
26 April 2012 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.
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 5 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).
(xii) 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. Such Nominated Person is advised to contact the shareholders who nominated him/her for further information on this.
Perivan Financial Print 224938
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