Proxy Solicitation & Information Statement • Oct 15, 2013
Proxy Solicitation & Information Statement
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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, you should consult a person authorised under the Financial Services and Markets Act 2000, if you are within the United Kingdom, or a person licensed to carry on investment business in accordance with the Financial Services Act 2008, if you are within the Isle of Man and, in either case, who specialises in advising on the acquisition of shares and other securities.
If you have sold or otherwise transferred all of your shares, please send this document, together with the other accompanying documents, 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.
(incorporated in the Isle of Man with company number 113389C)
Dr L S Polonsky CBE Harbour Court Mr G S Marr Lord Street Mr M Dyson Box 192 Mr P P C Gregory Douglas Mr M Polonsky (Alternate) IM99 1QL
11th October 2013
Dear Shareholder,
The Directors of Hansard Global plc (the "Company") wish to take the opportunity at the forthcoming annual general meeting (the "Annual General Meeting"), notice of which appears in the document accompanying this letter, to propose two items of special business. I set out below reasons why these proposals will be put to Shareholders.
If you would like to vote on the resolutions, but you are unable to attend the Annual General Meeting, please complete the proxy form attached to this notice and return it to the Isle of Man office of the Company's share registrars, Capita Registrars (Isle of Man) Limited, 3rd Floor Exchange House, 54-62 Athol Street, Douglas, Isle of Man IM1 1JD by no later than 9.00 am on 5th November 2013.
The approval of Shareholders is sought for the Company to be authorised to purchase its own shares, within the limits set out in the attached notice, until whichever is the earlier of: (i) the conclusion of the Annual General Meeting in 2014 or (ii) 15 months after the date on which the proposed resolution is passed.
Shares will only be repurchased under the authority granted pursuant to this resolution if the Directors consider such purchases to be in the best interests of Shareholders generally. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, the constitution of the Company's existing shareholder base, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.
The current Directors' authority to allot shares will expire on 7th November 2013 and it is proposed to renew this authority for the period commencing 7th November 2013 and ending on the date of the Company's next annual general meeting in 2014 or (if earlier) 15 months following the Annual General Meeting, subject to this authority being limited to 6,000,000 ordinary shares (being approximately 4.4% of the issued share capital of the Company).
Copies of the Company's articles of association will be available for inspection at the Company's registered office, the address of which appears above, during usual business hours on weekdays (Saturdays and public holidays excluded) until the conclusion of the Company's Annual General Meeting to be held on 7th November 2013. Alternatively, a copy may be obtained by contacting the Company Secretary, Mr M B Patel at the above address; by telephoning (00 44) 1624 688000 or by email: [email protected].
The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole. The Board will be voting in favour of the said resolutions and they unanimously recommend that you do so as well.
Yours faithfully,
Dr L S Polonsky CBE Chairman
Notice is hereby given that the Annual General Meeting of the Company will be held on 7th November 2013 in the Board Room, Harbour Court, Lord Street, Douglas, Isle of Man, IM99 1QL at 9.00 am for the transaction of the following business:
| Ordinary Resolution No 1 | that the Company's financial statements for the year ended 30th June 2013, together with the Directors' report and auditor's report on those financial statements be and they are hereby adopted. |
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|---|---|---|
| Ordinary Resolution No 2 | that the Remuneration Report of the Board of Directors for the year ended 30th June 2013 be and it is hereby adopted. |
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| Ordinary Resolution No 3 | that a final dividend for the year ended 30th June 2013 of 4.75 pence per ordinary share in the capital of the Company be and is hereby declared payable on 13th November 2013 to shareholders registered in the books of the Company on 4th October 2013. |
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| Ordinary Resolution No 4 | that Dr L S Polonsky CBE be and is hereby re-appointed as a Director of the Company. |
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| Ordinary Resolution No 5 | that Mr M Dyson be and is hereby re-appointed as a Director of the Company. | |
| Ordinary Resolution No 6 | that Mr P P C Gregory be and is hereby re-appointed as a Director of the Company. | |
| Ordinary Resolution No 7 | that Mr G S Marr be and is hereby re-appointed as a Director of the Company. | |
| Ordinary Resolution No 8 | that Mr M Polonsky be and is hereby re-appointed as an Alternate Director of the Company (being an alternate for Dr L S Polonsky CBE). |
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| Ordinary Resolution No 9 | that PricewaterhouseCoopers LLC, Isle of Man be and they are hereby re-appointed as auditor of the Company from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company and that the Directors be and they are hereby authorised to determine their remuneration. |
| Special Resolution No 10 | that the Company be generally and unconditionally authorised for the purposes of |
|---|---|
| Section 13 of the Companies Act 1992 to make market purchases of ordinary | |
| shares of the Company provided that: |
By order of the Board M B Patel
Company Secretary Dated: 11th October 2013
Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 4th October 2013, which is the latest practicable date before the publication of this document, is 137,379,634. On a vote by show of hands every member who is present has one vote and every proxy present who has been duly appointed by a member entitled to vote has one vote. On a poll vote every member who is present in person or by proxy has one vote for every ordinary share of which he is the holder.
Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 9.00 am on 5th November 2013 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.
Members may vote electronically, by no later than 9.00 am on 5th November 2013, by visiting www.capitashareportal.com. They will be asked to enter the Investor Code shown on their share certificate or dividend tax voucher and to agree to certain terms and conditions.
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 CRESTCO's specifications and must contain information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this Notice. 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 Application 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 CRESTCO 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.
Hansard Global plc (the "Company")
I/We
being (a) member(s) of the Company hereby appoint:
whom failing the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held in the Board Room, Harbour Court, Lord Street, Douglas, Isle of Man, IM99 1QL on 7th November 2013 at 9.00 am and at any adjournment thereof.
I/We request such proxy to vote on the following resolutions as indicated below:
(Please mark with an "X" how you wish to vote)
Please tick here if this proxy appointment is one of multiple appointments being made
| Vote | ||||
|---|---|---|---|---|
| For | Against | Withheld | ||
| Ordinary Resolution 1 | to receive the 2013 Annual Report and Accounts and the auditor's report thereon. |
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| Ordinary Resolution 2 | to approve the Remuneration Report for the year ended 30th June 2013. |
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| Ordinary Resolution 3 | to declare the final dividend of 4.75 pence per ordinary share for the year ended 30th June 2013. |
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| Ordinary Resolution 4 | to re-appoint Dr L S Polonsky CBE as a Director. | |||
| Ordinary Resolution 5 | to re-appoint Mr M Dyson as a Director. | |||
| Ordinary Resolution 6 | to re-appoint Mr P P C Gregory as a Director. | |||
| Ordinary Resolution 7 | to re-appoint Mr G S Marr as a Director. | |||
| Ordinary Resolution 8 | to re-appoint Mr M Polonsky as an Alternate Director (alternate to Dr L S Polonsky CBE) |
|||
| Ordinary Resolution 9 | to re-appoint PricewaterhouseCoopers LLC, Isle of Man as auditor and to authorise the Directors to determine their remuneration. |
| Vote | ||||
|---|---|---|---|---|
| For | Against | Withheld | ||
| Special Resolution 10 | to renew the Company's authority to purchase its own shares. |
|||
| Special Resolution 11 | to renew the Directors' authority to allot shares |
_____________________________________________________________________________________________
_____________________________________________________________________________________________
Signature: ____________________________________________________________________________________
Address:______________________________________________________________________________________
___________________________________________________Dated: ____________________________________
Joint Holders (if any): ___________________________________________________________________________
1 Please indicate with an X in the appropriate space how you wish the proxy to vote.
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