AGM Information • May 20, 2022
AGM 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 to immediately seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your holding of ordinary shares of £0.10 each in the capital of Bisichi PLC (Company) (Ordinary Shares), please forward this document 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 onward transmission to the purchaser or transferee. However, such documents should not be distributed, forwarded to or transmitted in or into, any jurisdiction in which such act would constitute a violation of the relevant laws or regulations in such jurisdiction. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank manager or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales with registered number 00112155)
19 May 2022
Dear Shareholder
I am writing to you as Chairman of the Company to report that a General Meeting of the Company (GM) will be held at Meeting Room 2, 12 Charles II Street, St James, London SW1Y 4QU on Thursday 16 June 2022 at 12:00 noon or, if later, immediately following the conclusion of the annual general meeting of the Company to be held on that date at 11.00 a.m.
The Company currently has in aggregate 680,000 options over ordinary shares outstanding which are currently exercisable.
As at 19 May 2022, the prevailing share price is in excess of the exercise price of the options.
As an alternative to the exercise of the options the Company could 'buy-out' the share option awards that are currently exercisable. This would avoid the need for the Company to allot shares, for shares to be sold in the market to meet the tax liabilities arising from the exercise and therefore the potential impact to the Company's share price and on shareholders.
The directors therefore propose that the Company's shareholders approve a resolution giving the directors the authority and option to buy-out share options for the reasons set out above. The full wording of the resolution to do so is set out in the Notice of General Meeting included with this letter.
If you are not voting at the meeting, we request that you submit your vote online via the shareholders' portal at www.signalshares.com. If you have not done so already, you will need to register your account using your Investor Code, which can be found on your share certificate. Alternatively, you may request a paper form of proxy from our Registrar, Link Group and details of how to contact them are set out in the Notice of GM. In order to vote online, you will need to visit www.signalshares.com, search 'Bisichi PLC' and use your Investor Code to log in or register. Once you have logged in, simply click the 'Vote Online Now' button and follow the procedure as instructed. You may also vote via the new shareholder app, LinkVote+, by downloading the app on Apple App Store or Google Play and following the instructions. Further details of how to vote are set out in the Notes to the Notice of General Meeting.
Copies of this document will be available free of charge from the Company's website at https://bisichi.co.uk/
It is the responsibility of any person receiving a copy of this document outside of the United Kingdom to satisfy himself/herself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such territory. Persons (including, without limitation, nominees and trustees) receiving this document should not send it into any jurisdiction when to do so would, or might, contravene local securities laws or regulations.
Each member of the Board who holds Ordinary Shares in the Company intends to vote in favour of the Resolution in respect of their own beneficial holdings. The Directors therefore strongly encourage and unanimously recommend you vote in favour of the Resolution.
Yours faithfully
2nd Floor 12 Little Portland Street London W1W 8BJ
T: 020 7415 5030 F: 020 7495 6352
[email protected] www.bisichi.co.uk
(Incorporated and registered in England and Wales with registered number 00112155)
NOTICE is hereby given that a general meeting ("General Meeting") of Bisichi PLC (the "Company") will be held at Meeting Room 2, 12 Charles II Street, St James, London SW1Y 4QU on Thursday, 16 June 2022 at 12.00 noon, or, if later, immediately following the conclusion of the annual general meeting of the Company to be held on that date at 11.00 a.m.,for the transaction of the following business:
To consider and, if thought fit, pass resolution 1 as an ordinary resolution:
By order of the board
Garrett Casey CA (SA) Secretary Bisichi PLC 12 Little Portland Street, 2nd Floor, London W1W 8BJ
19 May 2022
14. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction 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 & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Link Group (CREST Participant ID: RA10), no later than 12:00 noon, on 14 June 2022 or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company'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 sponsor or voting service provider should note that Euroclear UK & International Limited 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, to procure that his CREST sponsor or voting service provider takes) 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 sponsor or voting service provider 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.
12 Little Portland Street, 2nd Floor, London W1W 8BJ
email: [email protected]
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