Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RomReal Ltd. Proxy Solicitation & Information Statement 2010

Aug 4, 2010

8160_rns_2010-08-04_6dce8632-67f2-45ef-8664-38a3185e7591.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

RomReal Ltd. Richmond House, 12 Par-la-Ville Road, 5[th] Floor, Hamilton HM08, Bermuda Tel- +1-441-293-6268 Fax +1-441-296-3048

4 August 2010

To: All Shareholders

Dear Shareholders

You are cordially invited to attend a Special General Meeting (“SGM”) of RomReal Ltd.(the “Company”) which will be held at Richmond House, 12 Par-la-Ville Road, 5th Floor, Hamilton HM08, Bermuda on 25 August 2010 at 12.00pm (Bermuda time) or as soon as possible thereafter.

The purpose for calling the SGM is for the Shareholders to consider and, if thought fit, agree to the proposals by the Directors of the Company that the Company reduce its authorised share capital, cancel its share premium account and, as a result of the reduction of authorised share capital, to alter the Company’s Memorandum of Association to reflect the same. Theses proposals, if approved, will enable the Company to reduce costs

The accompanying Notice of the SGM and Proxy Form describe, in more detail, the items to be considered and acted upon by the Shareholders. Please mark the boxes on the proxy card to indicate how your shares are to be voted.

Whether or not you plan to attend this meeting, please sign, date and return your proxy form to the address above or via facsimile (+1-441-296-3048) or email ([email protected]) as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. If you attend the meeting you may revoke your proxy, if you wish, and vote in person. It is very important that your shares be represented. If you have any questions on the foregoing, please do not hesitate to contact Richard Hartley, the Secretary of the Company whose contact details are as state above.

Yours faithfully

Secretary RomReal Ltd.

RomReal Ltd.

(the “Company”)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the Company will be held at Richmond House, 12 Par-la-Ville Road, 5[th] Floor , Hamilton HM08, Bermuda on the 25 August 2010 at 12.00pm (Bermuda time) or as soon as possible thereafter, for the following purposes:

AGENDA

  1. To appoint a Chairman and Secretary to the meeting.

  2. To read the Notice convening the meeting and confirm that a quorum is present.

  3. To consider the recommendation of the Board of Directors that the authorised share capital of the Company be reduced from Euro 90,000,000 to Euro 9,000, in accordance with §46(2)(a) of The Companies Act 1981, by way of reduction in the par value of the Company’s 90,000,000 shares from Euro 1.00 to Euro 0.0001.

  4. To consider the recommendation of the Board of Directors that, in accordance with §40(1) of The Companies Act 1981, the Company cancel its share premium account in the amount of EUR 36,499,127, by way of transfer to its contributed surplus account.

  5. To consider the recommendation of the Board of Directors that the Memorandum of Association of the Company be altered pursuant to §12 of the Companies Act 1981 by the deletion of the existing Clause 5. in its entirety and the substitution therefor of the following new Clause 5:

“The authorised share capital of the Company is Euro 9,000 divided into shares of par value Euro 0.0001 each.”

BY ORDER OF THE BOARD

Richard Hartley Secretary

Dated: 4 August 2010

RomReal Ltd. (the “Company”)

PROXY FORM

I/We the undersigned being (a) member(s) of RomReal Ltd. hereby appoint the Chairman of the meeting or failing him (_________) as my/our proxy to for me/us and on my/our behalf at an Special General Meeting of the Company to be held at Richmond House, 12 Par la Ville Road, 5th Floor, Hamilton HM08, Bermuda on 25 August 2010 at 12.00pm (Bermuda time) and at any adjournment thereof. My/Our proxy may vote in his/her absolute discretion save that he/she is to vote as indicated with an “X” in respect of the following matters.

No. Resolution For Against Abstain
1. To approve the reduction in the Company’s authorised
share capital from Euro 90,000,000 to Euro 9,000.
2. To approve the cancellation of the Company’s share
premium account of Euro 36,499,127 by way of transfer
to the Company’s contributed surplus account.
3. To
approve
the
alteration
of
the
Company’s
Memorandum of Association by the deletion of the
existing Clause 5. in its entirety and the substitution
therefor of the following new Clause 5:
“The authorised share capital of the Company is
Euro 9,000 divided into shares of par value Euro
0.0001 each.”

Dated this day of 2010.

Signature:

Name(s) and address in which the shares are registered (in block letters).

Notes:

(1) If you wish to appoint as a proxy a person other than the Chairman of the meeting you should delete the words “the Chairman of the Meeting or failing him” and insert the name(s) of your proxy or proxies in the space provided. A proxy need not be a member of the Company.

(2) Unless otherwise directed, the proxy will vote or abstain, as he thinks fit in respect of the member’s total holding.

(3) In case of a corporation, this form of proxy must be executed under its common seal or under the hand of an attorney or officer duly authorized.

(4) This form of proxy (together with the power of attorney (if any) under which it is signed or a notarially certified copy of such power) must be sent to the Company Secretary, RomReal Limited, either by fax to +1-441-296-3048 or via e-mail to [email protected] or via post to Richmond House, 12 Par-la-Ville Road, 5[th] Floor, Hamilton HM08, Bermuda, to be received no less than 48 hours before the time fixed for holding the said meeting and in default will not be treated as valid.