Pre-Annual General Meeting Information • Nov 23, 2014
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.
If you were a ZDP Shareholder and have sold or otherwise transferred all your ZDP Shares, please send this document, together with the accompanying Forms 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 onward transmission to the purchaser or transferee.
(Incorporated in Scotland under the Companies Act 1985 with registered number SC366628)
(Incorporated in Scotland under the Companies Act 1985 with registered number SC179412) (An investment company under section 833 of the Companies Act 2006)
The notices convening a separate general meeting of ZDP Shareholders and a general meeting of F&C Private Equity Zeros plc are set out in Parts 3 and 4, respectively, of this document. The Meetings will be held at the offices of F&C Asset Management plc, 80 George Street, Edinburgh EH2 3BU, on Friday, 12 December 2014 commencing at 12 noon.
To be valid for use at the relevant Meetings, the accompanying Forms of Proxy should be completed, signed and returned in accordance with the instructions printed on such forms as soon as possible and, in any event, so as to be received by not later than 48 hours before the time of the relevant Meeting. If you hold your ZDP Shares in uncertificated form, you may appoint a proxy by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes at the end of the notice convening the Meetings in Parts 3 and 4 of this document and such appointments should be transmitted as soon as possible and, in any event, so as to be received by not later than 48 hours before the time of the relevant Meeting.
| Page | ||
|---|---|---|
| PART 1 | LETTER FROM THE CHAIRMAN 3 | |
| Introduction 3 | ||
| Winding-up of the Company and Appointment of Liquidators 4 | ||
| Suspension and Cancellation of Listing and Trading of the ZDP Shares 4 | ||
| Settlement of Final Capital Entitlement 4 | ||
| Taxation 5 | ||
| Meetings 5 | ||
| Action to be Taken 6 | ||
| Recommendation 7 | ||
| PART 2 | DEFINITIONS 8 | |
| PART 3 | NOTICE OF ZDP SHAREHOLDERS' MEETING 10 | |
| PART 4 | NOTICE OF GENERAL MEETING 14 |
| 2014 | |
|---|---|
| Latest time and date for receipt of blue Forms of Proxy and for appointments of proxies utilising the CREST electronic proxy appointment service for the ZDP Shareholders' Meeting |
12 noon on Wednesday, 10 December |
| Latest time and date for receipt of white Forms of Proxy and for appointments of proxies utilising the CREST electronic proxy appointment service for the General Meeting |
12.01 p.m. on Wednesday, 10 December |
| Record date for the Final Capital Entitlement | 5.00 p.m. on Thursday, 11 December |
| Admission of the ZDP Shares to the Official List and trading of the ZDP Shares on the London Stock Exchange's Main Market suspended and register of ZDP Shareholders closed |
7.30 a.m. on Friday, 12 December |
| ZDP Shareholders' Meeting | 12 noon on Friday, 12 December |
| General Meeting | 12.01 p.m.1 on Friday, 12 December |
| In respect of ZDP Shares held in uncertificated form, relevant CREST accounts credited with the Final Capital Repayment2 |
Monday, 15 December |
| In respect of ZDP Shares held in certificated form, cheques in respect of the Final Capital Entitlement despatched to ZDP Shareholders entitled thereto2 |
Friday, 19 December |
| Admission of the ZDP Shares to the Official List and trading of the ZDP Shares on the London Stock Exchange's Main Market cancelled2 |
8.00 a.m. on Friday, 19 December |
| Notes: 1 |
|
| Or, if later, such time as the ZDP Shareholders' Meeting shall have concluded or been adjourned. |
2 Conditional on the resolutions to be proposed at the Meetings being passed.
3 All times referred to in this document are, unless otherwise stated, references to London time.
(Incorporated in Scotland under the Companies Act 1985 with registered number SC366628)
Directors Mark Tennant (Chairman) Elizabeth Kennedy Douglas Kinloch Anderson, OBE John Rafferty David Shaw
Registered Office 80 George Street Edinburgh EH2 3BU
21 November 2014
Dear Shareholders
The ZDP Shares were issued by the Company in December 2009. In accordance with the Articles, the Company is required to redeem all of the ZDP Shares at 152.14p per share on 15 December 2014 and, if it is unable to do so, the Directors are required to convene a general meeting of the Company to be held as soon as reasonably practicable following 15 December 2014 at which a resolution shall be proposed requiring the Company to be wound up voluntarily pursuant to Chapter II of Part IV of the Insolvency Act 1986.
To ensure that the holders of the ZDP Shares receive, as a capital sum, the Final Capital Entitlement on 15 December 2014, the Directors have convened a general meeting of the Company, which will be held on Friday, 12 December 2014, at which a resolution will be proposed requiring the Company to be wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986.
Under the Articles, the Winding-up Resolution will constitute a variation of the rights attaching to the ZDP Shares and, accordingly, requires the previous sanction of a special resolution of the ZDP Shareholders passed at a separate meeting of such holders. Accordingly, the Directors have convened a separate general meeting of the ZDP Shareholders, which will also be held on Friday, 12 December 2014, at which a resolution will be proposed sanctioning the passing of the Winding-up Resolution and any resulting changes to the rights attaching to the ZDP Shares.
F&C PET, the Company's parent company and the sole Ordinary Shareholder, has agreed to contribute to the Company sufficient funds to enable the Company to pay the full Final Capital Entitlement to ZDP Shareholders on the ZDP Repayment Date. Such contribution will be made by F&C PET repaying the existing inter-company loan from the Company and by F&C PET subscribing for new Ordinary Shares. The Company's costs of implementing the Proposals, including advisers' fees and the costs and expenses of liquidation, will also be met by F&C PET. In addition, F&C PET has confirmed that it will vote in favour of the Winding-up Resolution at the General Meeting. ZDP Shareholders are also entitled to attend the General Meeting and to vote on the Winding-up Resolution.
The purpose of this document is to give you information on the Proposals and to convene the ZDP Shareholders' Meeting and the General Meeting. The notices convening the Meetings are set out in Parts 3 and 4 respectively of this document.
The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends ZDP Shareholders to vote in favour of the resolutions to be proposed at the Meetings.
The Directors are proposing that the Company be placed into a members' voluntary winding-up and that the Company's surplus assets be distributed amongst the relevant Shareholders, including by payment of the Final Capital Entitlement to ZDP Shareholders.
Subject to Shareholders' approval, it is proposed that Derek Neil Hyslop and Colin Peter Dempster, both of Ernst & Young LLP, Ten George Street, Edinburgh EH2 2DZ, be appointed as joint liquidators of the Company. The winding-up of the Company will be a solvent windingup in which it is intended that all creditors of the Company will be paid in full. The appointment of the Liquidators in relation to the Company is subject to the ZDP Shareholders' Resolution having been passed at the ZDP Shareholders' Meeting and will become effective immediately upon the passing of the Winding-up Resolution at the General Meeting. At this point, the powers of the Directors will cease and the Liquidators will assume responsibility for the windingup of the Company, including the payment of the Final Capital Entitlement to ZDP Shareholders.
An application will be made to the UK Listing Authority to suspend the listing of the ZDP Shares on the Official List and to the London Stock Exchange to suspend trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 7.30 a.m. on Friday, 12 December 2014. In addition, the Company will apply to the UK Listing Authority to cancel the listing of the ZDP Shares on the Official List and to the London Stock Exchange to cancel trading of the ZDP Shares on the London Stock Exchange's Main Market with effect from 8.00 a.m. on Friday, 19 December 2014, conditional only on the passing of the ZDP Resolution and the Winding-up Resolution at the relevant Meetings.
The record date for a ZDP Shareholder to be entitled to the Final Capital Entitlement is 5.00 p.m. on Thursday, 11 December 2014. Therefore, the last day for dealings in the ZDP Shares for normal settlement (to enable settlement prior to the record date) will be Tuesday, 9 December 2014.
In respect of ZDP Shareholders who hold their ZDP Shares in uncertificated form, it is expected that an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be paid through CREST on Monday, 15 December 2014 by the creation of a payment obligation in favour of the ZDP Shareholder's payment bank in accordance with the CREST payment arrangements. In respect of all other ZDP Shareholders, it is expected that a cheque drawn on a branch of a UK clearing bank for an amount equal to the Final Capital Entitlement payable in relation to the ZDP Shares held by that ZDP Shareholder will be sent by first class mail, by not later than Friday, 19 December 2014, to the last postal address for that shareholder recorded in the Company's register of members.
After payment of the Final Capital Entitlement, any existing credit of ZDP Shares in any stock account in CREST will be redundant and any existing certificates in respect of ZDP Shares will cease to be of value.
The following paragraphs are intended as a general guide only and do not constitute legal or tax advice to any ZDP Shareholder. They are based upon the law and practice currently in force and are subject to changes therein. They relate only to ZDP Shareholders who are resident in the UK and who are beneficial owners of their ZDP Shares. They may not relate to certain categories of ZDP Shareholders, such as dealers in securities.
If you are in any doubt as to your tax position you should consult your own professional adviser without delay.
The payment by the Liquidators of an amount equivalent to the Final Capital Entitlement to ZDP Shareholders will be a disposal of ZDP Shares for UK tax purposes.
Depending on their personal circumstances, UK resident ZDP Shareholders may be subject to UK capital gains tax in respect of any gain arising on the disposal of their ZDP Shares unless the ZDP Shareholder is taxed as a dealer in securities, in which case any gain should be treated as income, and taxed as such. Non - UK resident ZDP Shareholders (other than dealers in securities) would not normally be liable to UK taxation of capital gains in respect of any such capital proceeds.
ZDP Shareholders who are within the charge to corporation tax should, subject to the statements made in the following paragraph, be subject to UK corporation tax on chargeable gains on the disposal of their ZDP Shares unless the ZDP Shareholder is taxed as a dealer in securities, in which case any gain should be treated as income and taxed as such. Corporate ZDP Shareholders may be able to claim indexation allowance from the date of acquisition of the ZDP Shares to the date of disposal of the ZDP Shares.
If a corporate ZDP Shareholder (together with persons connected with it) holds 10 per cent. or more of the ZDP Shares, the provisions of Chapter 6A of Part 6 of CTA may apply with the result that the holding of ZDP Shares would be treated as rights under a creditor relationship so as to fall within the terms of the loan relationships provisions set out in Part 5 of CTA.
There should be no stamp duty or SDRT implications arising due to the payment by the Liquidators of an amount equivalent to the Final Capital Entitlement to ZDP Shareholders
Under the Articles, the passing of the Winding-up Resolution requires the previous sanction of the ZDP Shareholders. Accordingly, a separate general meeting of ZDP Shareholders has been convened for Friday, 12 December 2014 commencing at 12 noon and will be held at the offices of F&C Asset Management plc, 80 George Street, Edinburgh EH2 3BU.
The notice convening the ZDP Shareholders' Meeting is set out in Part 3 of this document and includes the full text of the special resolution approving the passing of the Winding-up Resolution and any resulting variation of the rights of the ZDP Shares.
The quorum requirement for the ZDP Shareholders' Meeting is two persons together holding or representing by proxy at least one-third in nominal value of the issued ZDP Shares (but so that, if at any adjourned meeting such a quorum is not present, any one holder of ZDP Shares present in person or by proxy and entitled to vote shall be a quorum).
If the ZDP Shareholders' Meeting is not quorate when it is held on Friday, 12 December 2014 and it is therefore necessary to reconvene that meeting on a subsequent date, it will not be possible for the Company to pay the Final Capital Entitlement on Monday, 15 December 2014. In that event, the Final Capital Entitlement will be paid as soon as practicable after both the ZDP Resolution and the Winding-up Resolution have been passed.
A general meeting of the Company has also been convened for Friday, 12 December 2014 commencing at 12.01 p.m. (or, if later, such time as the ZDP Shareholder's Meeting shall have concluded or been adjourned) and will be held at the offices of F&C Asset Management plc, 80 George Street, Edinburgh EH2 3BU, The notice convening the General Meeting is set out in Part 4 of this document. In summary, the following resolution will be proposed as a special resolution to:
If you hold ZDP Shares directly (that is, the ZDP Shares are registered in your name in the Company's register of members), you will find enclosed with this document a blue Form of Proxy for use at the ZDP Shareholders' Meeting. Please complete the Form of Proxy and return it by post to the address set out on it as soon as possible and, in any event, so as to be received by 12 noon on Wednesday, 10 December 2014.
If you hold ZDP Shares directly through CREST, you may appoint a proxy by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes at the end of the notice convening the ZDP Shareholders' Meeting in Part 3 of this document and such appointment should be transmitted as soon as possible and, in any event, so as to be received by 12 noon on Wednesday, 10 December 2014.
The completion and return of a Form of Proxy, or the appointment of a proxy by utilising the CREST electronic proxy appointment service, will not prevent a ZDP Shareholder from attending the ZDP Shareholders' Meeting and voting in person if they wish to do so.
In view of the quorum requirement for the ZDP Shareholders' Meeting (see the section "Meetings" above), ZDP Shareholders are encouraged to appoint a proxy, in accordance with the instructions set out in this section, irrespective of whether or not they intend to attend the ZDP Shareholders' Meeting.
If you hold ZDP Shares directly (that is, the ZDP Shares are registered in your name in the Company's register of members), you will also find enclosed with this document a white Form of Proxy for use at the General Meeting. Please complete the Form of Proxy and return it by post to the address set out on it as soon as possible and, in any event, so as to be received by 12.01 p.m. on Wednesday, 10 December 2014.
If you hold ZDP Shares directly through CREST, you may appoint a proxy by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes at the end of the notice convening the General Meeting in Part 4 of this document and such appointment should be transmitted as soon as possible and, in any event, so as to be received by 12.01 p.m. on Wednesday, 10 December 2014.
The completion and return of a Form of Proxy, or the appointment of a proxy utilising the CREST electronic proxy appointment service, will not prevent a ZDP Shareholder from attending the General Meeting and voting in person if they wish to do so.
The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends ZDP Shareholders to vote in favour of the resolutions to be proposed at the ZDP Shareholders' Meeting and the General Meeting. The Directors do not hold, or have any interest in, any Shares.
Yours faithfully
Mark Tennant Chairman
The following definitions apply throughout this document unless the context otherwise requires:
| "Articles" | the articles of association of the Company |
|---|---|
| "Board" | the board of Directors, including any duly constituted committee thereof |
| "Company" | F&C Private Equity Zeros plc |
| "CTA" | the Corporation Tax Act 2009 |
| "Directors" | the directors of the Company whose names appear on page 3 of this document |
| "F&C PET" | F&C Private Equity Trust plc |
| "Final Capital Entitlement" |
152.14p per ZDP Share payable to ZDP Shareholders on 15 December 2014 |
| "Forms of Proxy" | the blue form of proxy issued by the Company for use by ZDP Shareholders in connection with the ZDP Shareholders' Meeting and/or the white form of proxy issued by the Company for use by ZDP Shareholders in connection with the General Meeting (as the context may require) |
| "FCA" | Financial Conduct Authority |
| "General Meeting" | the general meeting of the Company convened for Friday, 12 December 2014 at 12.01 p.m. (or, if later, such time as the ZDP Shareholders' Meeting shall have concluded or been adjourned), notice of which is set out in Part 4 of this document, or any adjournment of that meeting |
| "Liquidators" | Derek Neil Hyslop and Colin Peter Dempster, both of Ernst & Young LLP, Ten George Street, Edinburgh EH2 2DZ |
| "London Stock Exchange" |
London Stock Exchange plc |
| "London Stock Exchange's Main Market" or "Main Market" |
the London Stock Exchange's market for listed securities |
| "Meetings" | the ZDP Shareholders' Meeting and/or the General Meeting (as the context may require) |
| "Official List" | the list maintained by the FCA pursuant to Part VI of the Financial Services and Markets Act 2000 |
| "Ordinary Shareholders" | holders of Ordinary Shares |
| "Ordinary Shares" | ordinary shares of 100p each in the capital of the Company |
| "Proposals" | the proposals for the recommended members' voluntary winding up of the Company and payment of the Final Capital Entitlement to ZDP Shareholders on 15 December 2014, details of which are set out in Part 1 of this document |
| "Shareholders" | holders of Shares |
| "Shares" | Ordinary Shares and/or ZDP Shares (as the context may require) |
| "Winding-up Resolution" | the resolution set out in the notice convening the General Meeting in Part 4 of this document |
|---|---|
| "ZDP Shareholders" | holders of ZDP Shares |
| "ZDP Shareholders' Meeting" |
the separate general meeting of ZDP Shareholders convened for Friday, 12 December 2014 at 12 noon, notice of which is set out in Part 3 of this document, or any adjournment of that meeting |
| "ZDP Shareholders' Resolution" |
the resolution set out in the notice convening the ZDP Shareholders' Meeting in Part 3 of this document |
| "ZDP Shares" | zero dividend preference shares of 0.01p each in the capital of the Company |
(Incorporated in Scotland under the Companies Act 1985 with registered number SC366628)
NOTICE IS HEREBY GIVEN that a separate general meeting of holders of zero dividend preference shares of 0.01 pence each in the capital of F&C Private Equity Zeros plc (the "Company") will be held on Friday 12 December 2014 at 12 noon at the offices of F&C Asset Management plc, 80 George Street, Edinburgh, EH2 3BU for the purpose of considering and, if thought fit, passing the following resolution as a special resolution.
THAT the proposed members' voluntary winding-up of the Company pursuant to section 84(1)(b) of the Insolvency Act 1986 and appointment of liquidators as set out in the resolution in the notice convening the General Meeting in Part 4 of the circular to shareholders of the Company dated 21 November 2014 (the "Circular") be and is hereby approved and sanctioned along with any variation, modification or abrogation and/or deemed variation, modification or abrogation of the rights attaching to the ZDP Shares resulting therefrom (and words and expressions defined in the Circular have the same meanings when used in this resolution).
By Order of the Board F&C Asset Management plc Company Secretary 21 November 2014
Registered Office 80 George Street Edinburgh EH2 3BU
Information regarding the ZDP Shareholders' Meeting, including the information required by section 311A of the Companies Act 2006, is available from www.fcpet.co.uk.
Only ZDP Shareholders registered in the Company's register of members at 5.00 p.m. on Thursday 11 December 2014 (or, if the ZDP Shareholders' Meeting is adjourned, at 5.00 p.m. on the day two business days prior to the adjourned meeting) shall be entitled to attend and vote at the ZDP Shareholders' Meeting in respect of the number of ZDP Shares registered in their name at that time. Changes to entries on the register of members after 5.00 p.m. on Thursday 11 December 2014 (or, if the ZDP Shareholders' Meeting is adjourned, at 5.00 p.m. on the business day prior to the date of the adjourned meeting) shall be disregarded in determining the rights of any person to attend, speak and vote at the ZDP Shareholders' Meeting.
A ZDP Shareholder who wishes to attend the ZDP Shareholders' Meeting in person should arrive at the venue for the ZDP Shareholders' Meeting in good time to allow their attendance to be registered. As they may be asked to provide evidence of their identity prior to being admitted to the ZDP Shareholders' Meeting, it is advisable for ZDP Shareholders to have some form of identification with them.
4.1 A ZDP Shareholder at 5.00 p.m. on the day two business days prior to the date of the ZDP Shareholders' Meeting (or any adjourned meeting) is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the ZDP Shareholders' Meeting. A proxy does not need to be a member of the Company but must attend the ZDP Shareholders' Meeting to represent the ZDP Shareholder. A proxy may only be appointed using the procedures set out in these notes and the notes on the blue Form of Proxy.
The notes on the blue Form of Proxy explain how to direct a proxy how to vote, or abstain from voting, on the resolution. To appoint a proxy using the blue Form of Proxy, the blue Form of Proxy must be completed and signed and sent or delivered to Capita Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received by the Registrar by not later than 12 noon on 10 December 2014. In the case of a ZDP Shareholder which is a company, the blue Form of Proxy 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 other authority under which the blue Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the blue Form of Proxy.
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. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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. 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).
Any corporation which is a ZDP Shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a ZDP Shareholder provided that no more than one corporate representative exercises powers over the same ZDP Share(s).
A person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person"):
A Nominated Person's main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, their custodian or broker) and they should continue to contact them (and not the Company) regarding any changes or queries relating to their personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from the Nominated Person.
Any ZDP Shareholder attending the ZDP Shareholders' Meeting has the right to ask questions. Under section 319A of the Companies Act 2006, the Company must cause to be answered any question relating to the business being dealt with at the ZDP Shareholders' Meeting put by a ZDP Shareholder attending the ZDP Shareholders' Meeting unless:
At 20 November 2014, the Company's issued share capital comprised 50,000 Ordinary Shares and 30,000,000 ZDP Shares, none of which were held in treasury. Each ZDP Share carries the right to one vote at a separate class meeting of the ZDP Shareholders and the Ordinary Shares do not confer any rights to vote at a separate class meeting of the ZDP Shareholders. Therefore, the total number of voting rights as at 20 November 2014 in respect of the ZDP Shareholders' Meeting was 30,000,000. The website referred to in note 1 will include information on the number of shares and voting rights.
Any electronic address provided either in this notice of ZDP Shareholders' Meeting or any related documents (including the Form of Proxy) to communicate with the Company may not be used for any purposes other than those expressly stated.
(Incorporated in Scotland under the Companies Act 1985 with registered number SC366628)
NOTICE IS HEREBY GIVEN that a general meeting of F&C Private Equity Zeros plc (the "Company") will be held on Friday 12 December 2014 at 12.01 p.m. (or, if later, at such time as the ZDP Shareholders' Meeting (as referred to in the circular to shareholders of the Company dated 21 November 2014) shall have concluded or been adjourned) at the offices of F&C Asset Management plc, 80 George Street, Edinburgh, EH2 3BU for the purpose of considering and, if thought fit, passing the following resolution as a special resolution.
THAT:
F&C Asset Management plc Company Secretary 21 November 2014
Registered Office 80 George Street Edinburgh EH2 3BU
Information regarding the General Meeting, including the information required by section 311A of the Companies Act 2006, is available from www.fcpet.co.uk.
Both holders of Ordinary Shares and holders of ZDP Shares registered in the Company's register of members at 5.00 p.m. on Thursday 11 December 2014 (or, if the General Meeting is adjourned, at 5.00 p.m. on the business day prior to the adjourned meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of shares in the capital of the Company registered in their name at that time. Changes to entries on the register of members after 5.00 p.m. on Thursday 11 December 2014 (or, if the ZDP Shareholders' Meeting is adjourned, at 5.00 p.m. on the business day prior to the date of the adjourned meeting) shall be disregarded in determining the rights of any person to attend, speak and vote at the General Meeting.
A member of the Company who wishes to attend the General Meeting in person should arrive at the venue for the General Meeting in good time to allow their attendance to be registered. As they may be asked to provide evidence of their identity prior to being admitted to the General Meeting, it is advisable for members to have some form of identification with them.
The notes on the white Form of Proxy explain how to direct a proxy how to vote, or abstain from voting, on the resolution. To appoint a proxy using the white Form of Proxy, the white Form of Proxy must be completed and signed and sent or delivered to Capita Asset Services PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received by the Registrar by not later than 12.01 p.m. on Wednesday 10 December 2014. In the case of a member of the Company which is a company, the white Form of Proxy 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 other authority under which the white Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the white Form of Proxy.
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. 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).
Any corporation which is a member of the Company can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share(s).
A person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person"):
A Nominated Person's main point of contact in terms of their investment in the Company remains the Relevant Member (or, perhaps, their custodian or broker) and they should continue to contact them (and not the Company) regarding any changes or queries relating to their personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from the Nominated Person.
Any member attending the General Meeting has the right to ask questions. Under section 319A of the Companies Act 2006, the Company must cause to be answered any question relating to the business being dealt with at the General Meeting put by a member of the Company attending the General Meeting unless:
At 20 November 2014, the Company's issued share capital comprised 50,000 Ordinary Shares and 30,000,000 ZDP Shares, none of which were held in treasury. Each Ordinary Share carries the right to one vote, and the ZDP Shares also confer the right to one vote at a general meeting of the Company upon any resolution to alter, modify or abrogate the special rights or privileges attached to the ZDP Shares. Therefore, the total number of voting rights as at 20 November 2014 in respect of the General Meeting was 30,050,000. The website referred to in note 1 will include information on the number of shares and voting rights.
Any electronic address provided either in this notice of General Meeting or any related documents (including the Form of Proxy) to communicate with the Company may not be used for any purposes other than those expressly stated.
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