Pre-Annual General Meeting Information • Oct 17, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.
If you sell, transfer, have sold or otherwise have transferred all of your Shares, please send this document, together with the accompanying documents (except the personalised Form of Proxy), at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted, in whole or in part, in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell, transfer, have sold or otherwise have transferred part only of your holding of Shares, please retain this document and the accompanying documents and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.
The release, publication or distribution of this document and any accompanying documents (in whole or in part) in, into or from jurisdictions other than the United Kingdom, and the allotment and issue of the Bonus Issue Shares in jurisdictions other than the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons outside the United Kingdom into whose possession this document and/or any accompanying document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
(a public limited company incorporated in England and Wales with registered number 14704124)
Proposed Bonus Issue of Shares Circular to Shareholders and Notice of General Meeting
This document should be read as a whole and in conjunction with the Form of Proxy. Neither this document nor any of the accompanying documents constitute or are intended to constitute or form part of any offer, invitation or solicitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue any securities, or the solicitation of any vote or approval in connection with the Bonus Issue or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus.
Your attention is drawn to the letter from the Chairman of Amicorp FS (UK) PLC in Part I – "Letter from the Non-Executive Chairman" which contains the unanimous recommendation of the Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. Please read the whole of this document. You should not rely solely on the information included or summarised in this document.
Notice of a General Meeting of Amicorp FS (UK) PLC to be held at the offices of Amicorp FS (UK) PLC at 5 Lloyd's Avenue, London, United Kingdom, EC3N 3AE at 10.00 a.m. on 5 November 2025 (or any adjournment thereof) is set out at the end of this document.
You are asked to complete, sign and return the Form of Proxy that accompanies this document in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by the Registrar not later than 10.00 a.m. on 3 November 2025 (or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time appointed for the adjourned meeting). As an alternative to completing the accompanying Form of Proxy, shareholders can submit their votes online via www.sharegateway.co.uk. Shareholders will need to use their Personal Proxy Registration Code which is printed on their Form of Proxy to facilitate this. If you hold Shares in CREST, you may appoint a proxy through the CREST electronic proxy appointment service. Details of the CREST electronic appointment method are found in Notes 8, 9 and 10 of the Notice of General Meeting set out at the end of this document.
If you have any questions about this document or the General Meeting, or are in any doubt how to complete the Form of Proxy or vote online, please call Neville Registrars between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0121 585 1131 from within the UK or on +44 (0) 121 585 1131 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Neville Registrars cannot provide legal, tax or financial advice or advice on the merits of the Bonus Issue.
Application will be made by the Company to the FCA for the Bonus Issue Shares to be admitted to the Equity Shares (Transition) Category of the Official List and to the London Stock Exchange for the Bonus Issue Shares to be admitted to trading on its Main Market for listed securities. Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. No application has been made or is currently intended to be made by the Company for the Bonus Issue Shares to be admitted to listing or trading on any other exchange.
The contents of this document are not to be construed as legal, business or tax advice. Recipients of this document should consult their own lawyer, financial adviser or tax adviser for legal, financial or tax advice, as appropriate.
Certain terms used in this document are defined in Part III – "Definitions and Glossary" of this document.
The Bonus Issue Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
The Bonus Issue Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonus Issue Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
The Bonus Issue Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction outside the United Kingdom. Accordingly, the Bonus Issue Shares may not be offered, sold, delivered or otherwise transferred, directly or indirectly, in, into or from any such jurisdiction, or to, or for, the account or benefit of citizens or residents of any such jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions or as otherwise permitted under the applicable securities laws of those jurisdictions. Shareholders outside the United Kingdom are required by the Company to inform themselves about and observe any restrictions on the offer, sale or transfer of the Bonus Issue Shares.
No action has been taken by the Company to obtain any approval, authorisation or exemption to permit the allotment or issue of the Bonus Issue Shares or the possession or distribution of this document (or any other publicity material relating to the Bonus Issue Shares) in any jurisdiction other than the United Kingdom.
Unless otherwise determined by the Company or required by and permitted by applicable law and regulation, the Bonus Issue will not be implemented and documentation relating to the Bonus Issue shall not be made available, directly or indirectly, in, into or from an excluded territory where to do so would violate the laws of that jurisdiction (an "Excluded Territory") and no person may vote their Shares with respect to the Bonus Issue at the General Meeting, or execute and deliver the Form of Proxy appointing another to vote at the General Meeting on their behalf, by any use, means, instrumentality or form within an Excluded Territory or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Excluded Territory and persons with access to this document and any other documents relating to the Bonus Issue (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Excluded Territory. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.
It is the responsibility of each person into whose possession this document comes to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the distribution of this document and the issuance of the Bonus Issue Shares and to obtain any governmental, exchange control or other consents which may be required, to comply with other formalities which are required to be observed and to pay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the Company, the Board and all other persons involved in the Bonus Issue disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.
This document has not been examined or approved by the FCA.
This document is dated 17 October 2025.
| Page | |
|---|---|
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 5 |
| INDICATIVE STATISTICS | 6 |
| PART I - LETTER FROM THE NON-EXECUTIVE CHAIRMAN | 7 |
| PART II - ADDITIONAL INFORMATION | 10 |
| PART III - DEFINITIONS AND GLOSSARY | 11 |
| NOTICE OF GENERAL MEETING | 13 |
The dates and times given in the table below in connection with the Bonus Issue are indicative only and are based on the Company's current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.
| EVENT | TIME AND/OR DATE |
|---|---|
| Ex-dividend date for the Bonus Issue Shares 8.00 a.m. on 7 November 2025 | |
| Bonus Issue Record Time6.00 p.m. on 5 November 2025 | |
| Announcement of the Bonus Issue25 September 2025 | |
| Publication of this Circular, the Notice of General Meeting and the Form of Proxy17 October 2025 |
|
| Latest time and date for receipt of the Form of Proxy (or submitting a Proxy online or via CREST) for the General Meeting 10.00 a.m. on 3 November 2025 |
|
| Voting Record Time(1) 6.00 p.m. on 3 November 2025 |
|
| General Meeting 10.00 a.m. on 5 November 2025 | |
| Admission and commencement of dealings in the Bonus Issue Shares to the Equity Shares (Transition) Category of the Official List and the Main Market of the London Stock Exchange by 8.00 a.m. on 7 November 2025 |
|
| CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Issue Shares on or soon after 8.00 a.m. on 7 November 2025 |
|
| Despatch of share certificates for the Bonus Issue Shares to Shareholders holding in certificated formwithin 14 days of Admission Notes: |
Number of Shares in issue at the Latest Practicable Date(1) 119,968,000 Maximum Number of Bonus Issue Shares to be issued(2) 718,562 Number of Shares in issue immediately following the Bonus Issue (the "Enlarged Issued Share Capital") (3) (assuming the maximum number of Bonus Issue Shares are issued) 120,686,562
(incorporated in England and Wales with registered number 14704124)
Registered office: 5 Lloyd's Avenue London EC3N 3AE
United Kingdom
Antonius Rudolphus Wilhemus Knipping (Non- Executive Chairman) Chi Kin Lai (Chief Executive Officer) Robin Hoekjan (Chief Operating Officer) Tat Cheung Wong (Chief Financial Officer) Kathleen Byrne (Non-Executive Director) Patrick Byron (Non-executive Director
17 October 2025
Dear Shareholder,
I am writing to you to: (i) explain the background to and reasons for the Bonus Issue; (ii) explain why the Board unanimously considers the Bonus Issue to be in the best interests of the Shareholders as a whole; and (iii) recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.
Details of the actions Shareholders should take, and the recommendation of the Board, are set out in paragraphs 5 and 7, respectively, of this letter.
The Company wishes to reward Shareholders for their loyalty to the Company since its IPO in 2023. Instead of using the Company's cash resources to pay a cash dividend, the Board has decided to retain the Company's cash for future growth and will return value by way of a bonus issue through the issue of up to a maximum of 718,562 Shares valued at US\$1.2 million based on a share price of US\$1.67, being the closing Share price of the Company on 24 September 2025 (the "Bonus Issue" and the "Bonus Issue Shares") to Shareholders on the Company's register of members as at 6.00 p.m. on 5 November 2025 (the "Qualifying Shareholders") (the "Bonus Issue Record Time").
The Company is expected to capitalise a sum of \$1.2 million from its retained profits to pay up in full up to a maximum of 718,562 Shares. The Qualifying Shareholders are expected to receive:
Applications will be made to the FCA and to the London Stock Exchange for Admission of the Bonus Issue Shares. It is currently expected that Admission of the Bonus Issue Shares will become effective at 8.00 a.m. on 7 November 2025.
Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time the Bonus Issue Shares are issued, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. The Bonus Issue Shares will be issued in registerable form and will be capable of being held in certificated and uncertificated form.
The number of Bonus Issue Shares to be issued to each Qualifying Shareholder shall be rounded to the nearest whole share number and there will be no fractional entitlements. The Directors have determined that, due to the nature of the Company's share register and the number of Bonus Issue Shares being issued, it would not be worthwhile, given the associated administrative costs, to consolidate the fractional entitlements and sell the resulting Bonus Issue Shares in the market.
The Bonus Issue is conditional upon, amongst other things, Shareholders' approval being obtained at the General Meeting. The Resolutions to be proposed at the General Meeting authorise:
Accordingly, you will find set out at the end of this document at pages 13 to 16 a notice convening a General Meeting to be held at the offices of Amicorp at 5 Lloyd's Avenue, London, United Kingdom, EC3N 3AE at 10.00 a.m. on 5 November 2025 (or any adjournment thereof) and the full text of the Resolutions and other matters. The purpose of the General Meeting is to seek Shareholders' approval for the Resolutions.
The Qualifying Shareholders will not need to make any payment for the Bonus Issue Shares allocated to them. Amicorp is seeking approval of the Bonus Issue and the Resolutions at the General Meeting. Your support is important to us. Please vote on the Resolutions. As mentioned above, please read the notes to the Notice of General Meeting attached at pages 15 to 16 of this document for an explanation of how to appoint a proxy to attend and vote on your behalf.
You will find enclosed a Form of Proxy for the General Meeting. You are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it, or as an alternative, an online vote as soon as possible and in any case so as to be received by the Company's Registrar, no later than 10.00 a.m. on 3 November 2025 (or, if the General Meeting is adjourned, not later than 48 hours (excluding nonworking days) before the time appointed for the adjourned meeting).
If you hold your Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction form so that it is received by Neville Registrars (under CREST participant ID 7RA11) by no later than 10.00 a.m. on 3 November 2025. The time of receipt will be taken to be the time from which Neville Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
If you have any questions about this document or the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please call Neville Registrars between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0121 585 1131 from within the UK or on +44 (0) 121 585 1131 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Neville Registrars cannot provide legal, tax or financial advice or advice on the merits of the Bonus Issue.
Your attention is drawn to the additional information set out in Part II - "Additional Information" of this document. You are advised to read the whole of this document and not just rely on the key summarised information in this letter.
The Board believes the Bonus Issue is in the best interests of the Company and the Shareholders as a whole and recommends unanimously that Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of 56,148,589 Shares, representing approximately 46.8 per cent. of the Company's existing ordinary share capital at the Latest Practicable Date.
Yours faithfully
Toine Knipping Non-Executive Chairman
A copy of this document is and will be available for inspection on the Company's website at https://www.amicorp-funds.com/chairmans-welcome/annual-reports-agm-and-shareholderinformation/ from the time this document is published. For the avoidance of doubt, the content of any website referred to in this document is not incorporated into and does not form part of this document.
If you have received this document in electronic form, you may request a hard copy of this document by contacting the Registrar, at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD or, between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding English and Welsh public holidays), on 0121 585 1131 from within the UK or on +44 (0) 121 585 1131 if calling from outside the UK, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).
Certain financial data has been rounded and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.
References to "\$", "USD", "US\$" and "dollars" are to the lawful currency of the United States of America.
The following definitions apply throughout this document, unless stated otherwise:
"Admission" the admission of the Bonus Issue Shares to listing on the transition category of the UK Official List in accordance with the UK Listing Rules and to trading on the Main Market in accordance with the UK Admission and Disclosure Standards; "Amicorp" or "Company" Amicorp FS (UK) PLC, a public limited company incorporated in England and Wales with registered number 14704124, whose registered office is 5 Lloyd's Avenue, London EC3N 3AE, United Kingdom; "Bonus Issue" up to \$1.2 million (based on a Share price of US\$1.67 as at 24 September 2025) of capital of the Company expected to be returned to the Qualifying Shareholders by issuing the Bonus Issue Shares at Admission; "Bonus Issue Record Time" 6.00 p.m. on 5 November 2025; "Bonus Issue Shares" up to a maximum of 718,562 Shares of \$0.001 each in the capital of the Company; "Business Day" a day, other than a Saturday or a Sunday or public holiday or bank holiday, on which banks are generally open for business in the City of London; "Circular" or "this document" this document published on 17 October 2025 as a circular prepared in accordance with the UK Listing Rules; "CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form; "CREST Manual" the rules governing the operation of CREST as published by Euroclear; "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 2001/3755), as amended; "Directors" or "Board" the board comprising the executive directors and nonexecutive directors of the Company as at the date of this document; "Enlarged Issued Share Capital" the number of Shares in issue immediately following Admission; "Euroclear" Euroclear UK and International Limited, incorporated in England and Wales with registered number 02878738; "FCA" the UK Financial Conduct Authority acting in its capacity as the
competent authority for the purposes of Part VI of the FSMA;
"Form of Proxy" the form of proxy accompanying this document for use by
Shareholders in relation to the General Meeting;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"General Meeting" the general meeting of the Company to be held at the offices of
Amicorp, 5 Lloyd's Avenue, London, United Kingdom, EC3N 3AE on 5 November 2025 at 10.00 a.m. (or any adjournment thereof), notice
of which is set out at the end of this document;
"Latest Practicable Date" 16 October 2025, being the latest practicable date before
publication of this document;
"Main Market" the main market of the London Stock Exchange;
"Notice of General Meeting" the notice set out at the end of this Circular giving Shareholders
notice of the General Meeting;
"Official List" the official list of the FCA;
"Qualifying Shareholders" Shareholders who are on the register of members on the Bonus
Issue Record Time;
"Registrar" or "Neville Registrars" Neville Registrars Limited, registrars to the Company;
"Regulatory Information Service" any of the services authorised by the FCA from time to time for
or "RIS" the purpose of disseminating regulatory announcements;
"Resolutions" the Shareholder ordinary resolutions of Amicorp necessary to
approve, effect and implement the Bonus Issue, including, without limitation, to: (i) authorise the Directors to capitalise a sum of up to \$1.2 million and apply such sums by way of a Bonus Issue to the Shareholders; and (ii) grant authority to the Directors to allot the
Bonus Issue Shares (and any amendment(s) thereof);
"Shareholders" the holders of the Shares in the capital of the Company;
"Shares" the ordinary shares of \$0.001 each in the capital of the Company;
"UK Listing Rules" the UK listing rules and regulations made by the FCA under Part
VI of the FSMA, as amended from time to time;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any
state of the United States and the District of Columbia;
"US Securities Act" the US Securities Act of 1933, and the rules and regulations
promulgated thereunder, as amended; and
"Voting Record Time" 3 November 2025 at 6.00 p.m., or, if the General Meeting is
adjourned, not later than 48 hours (excluding non-working days)
before the time appointed for the adjourned meeting.
All times referred to are London times.
All references to legislation in this document are to the legislation of England and Wales unless otherwise stated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Amicorp FS (UK) PLC (the "Company") will be held at the offices of the Company at 5 Lloyd's Avenue, London, United Kingdom, EC3N 3AE on 5 November 2025 at 10.00 a.m. (or any adjournment thereof) for the purposes of considering and, if thought fit, passing the following ordinary resolutions of the Company (the "Resolutions").
By order of the Board SGH Company Secretaries Limited Company Secretary 17 October 2025
5 Lloyd's Avenue London EC3N 3AE United Kingdom Registered in England and Wales No. 14704124
The following notes explain your general rights as a shareholder and your right to attend and vote at this General Meeting or to appoint someone else to vote on your behalf.
procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored 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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.