Pre-Annual General Meeting Information • Jul 16, 2020
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in BSF Enterprise Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(Registered in England & Wales with Company No. 11554014)
Directors Min Yang Geoff Baker
Registered Office C/O Locke Lord (UK) LLP Second Floor 201 Bishopsgate London EC2M 3AB United Kingdom
16 July 2020
Tel: +44 2032 834 590 Website: www.bsfenterprise.com
Dear Shareholder,
On 16 July 2020, BSF Enterprise Plc (the "Company") announced that it would be broadening its acquisition strategy from seeking to make acquisitions within the innovation marketing and technology sector to also seeking acquisitions within the life sciences and biotechnology sectors.
Enclosed with this letter are the notice ("Notice") convening a General Meeting ("GM" or "General Meeting") of which will be held at 11.30 am on Monday, 3 August 2020 at 45 Clay Farm Drive, Cambridge, CB2 9BX at which the Company proposes the resolution referred to below under the heading 'Notice of GM' ("Resolution").
The purpose of this letter is to provide you with a brief summary and explanation of the Resolution proposed by the Company at the GM and the reasons for that Resolution.
In accordance with the statements contained in the Company's prospectus dated 19 July 2019 ("Prospectus") in connection with its application for admission to (a) the Official List of the UK Listing Authority by way of a standard listing under Chapter 14 of the Listing Rules and (b) to London Stock Exchange plc ("Admission"), if an Acquisition had not been announced within 12 months of Admission (which took place on 26 July 2019), the Board must recommend to Shareholders that the Company continue to pursue an Acquisition for a further 12 months from the first anniversary of Admission or that the Company be wound up (in order to return capital to Shareholders to the extent assets are available). The Board's recommendation must then be put to a Shareholder vote from which the Directors will abstain.
Since its Admission the Company has focused on identifying and pursuing acquisition targets within the innovation marketing and technology sector which would potentially meet the Company's Acquisition criteria as described in its Prospectus.
In light of the current economic climate against the backdrop of the global Covid-19 pandemic, the Board is of the opinion that it is in the best interests of the Company's shareholders that the Company both continue to seek Acquisitions for a further 12 months and at the same time broaden the sector focus of targeted acquisitions to include biotechnology and life sciences in order to take advantage of one or more acquisition opportunities which the Board believes will be available to the Company in the near-term.
Extending the timeframe for making one or more Acquisitions to 26 July 2021 will allow the Board more time to evaluate and conclude one or more Acquisitions rather than winding up the Company and returning any remaining assets to the Shareholders, which the Board does not believe to be in the best interests of Shareholders at this time.
The Board continues to actively pursue high growth business opportunities and is confident it will have identified and acquired such an investment business before 26 July 2021.
Enclosed with this letter is a Notice of GM and a form of proxy for use at the GM.
The Resolution is proposed as an Ordinary Resolution to (a) ratify and approve the broadening of the scope of the Company's acquisition strategy from acquisitions within the innovation marketing and technology sector to also seeking acquisitions within the life sciences and biotechnology sectors ("Acquisitions"); and (b) to approve the continuation of the Company's acquisition strategy for a further period of 12 months from 26 July 2020.
As an Ordinary Resolution, for the resolution to be passed in accordance with the requirements of the Companies Act 2006 (the "Act"), more than half of the votes cast must be in favour of the resolution.
It is the Board's recommendation that the Company continue to pursue one or more Acquisitions for a period of 12 months ending on 26 July 2021 and the Directors shall abstain from voting on the Resolution.
Only Shareholders registered as holding ordinary shares of the Company at 11.30 am on 30 July 2020 shall be (or, if this meeting is adjourned, in the register of members at close of business on the day two days prior to the adjourned meeting) entitled to attend the GM and vote on the Resolution proposed (unless otherwise entitled to do so).
Due to the UK Government's recommendations in light of the ongoing COVID-19 pandemic and public health risk, and to ensure compulsory social distancing measures and hygiene precautions are maintained, the Board has determined that the General Meeting will be convened with the minimum quorum of shareholders present behind closed doors in order to conduct the business of the meeting and there will not be a business presentation or question and answer session. Anyone seeking to attend the General Meeting in person may be refused entry. The location address set out in the Notice of the General Meeting is given in order to comply with legal requirements.
The results of the poll votes on the Resolution will be announced, in the normal way, as soon as practicable after the conclusion of the General Meeting.
Shareholders are requested to therefore submit their votes in respect of the business to be discussed, electronically or by post in advance, as set out in the Notice of Meeting. Votes should be submitted via proxy as early as possible and Shareholders should appoint the Chair of the meeting as their proxy. If a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast the Shareholder's vote.
Shareholders may submit any questions via email to the Company Secretary ([email protected]).
If the Company considers it appropriate to adjust the arrangements for its General Meeting as a result of further UK Government guidance, we will communicate this at the earliest possible opportunity. Shareholders are advised to check the Company website for the latest position.
Please complete, sign and return the Form of Proxy as soon as possible (and, in any event, so as to be received not later than 11.30 am on Thursday, 30 July 2020), in accordance with the instructions printed on it.
Your Board is of the opinion that all the proposals to be considered at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote, or procure the vote, in favour of the Resolution to be proposed at the General Meeting.
As noted above, the Directors shall abstain from voting on the Resolution.
If you are in any doubt about the contents of this document or the action you should take, you should immediately seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Yours faithfully,
Min Yang Chairman
(Incorporated in England & Wales with Company No. 11554014) ________________________________________
Notice is hereby given that a general meeting of BSF Enterprise Plc (the "Company") will be held on 11.30 am on Monday, 3 August 2020 at 45 Clay Farm Drive, Cambridge, CB2 9BX for the following purposes:
To consider and, if thought fit, pass the below Resolution which will be proposed as an Ordinary Resolution:
To:
Geoff Baker Company Secretary
16 July 2020
Notes:
The below notes include the normal proxy guidance for a General Meeting and rights to attend which are required to be included to comply with company law requirements. However, in light of the COVID-19 virus situation, Shareholders and their proxies or corporate representatives may not be allowed to attend the meeting. We strongly recommend that you appoint the chairman of the General Meeting as your proxy.
responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
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