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Alina Holdings PLC: Notice of Annual General Meeting Alina Holdings PLC

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Alina Holdings PLC (ALNA)
Alina Holdings PLC: Notice of Annual General Meeting Alina Holdings PLC
31-May-2022 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the Company will be held at Anjuna, 28 Avenue de la Liberté, 06360 Eze, France on Tuesday 28th June 2022 at 11 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 6 as ordinary resolutions and as to resolutions 7 to 10 as special resolutions.

The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.


Ordinary Business

  • To receive and adopt the report of the Directors and the financial statements of the Company for the 12months period ended 31 December 2021, together with the report  of the auditors thereon.

  • To approve the Remuneration Report contained in the report of the Directors and the financial statements for the 12 months’ period ended 31 December 2021.

  • To re-appoint Jeffreys Henry LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determinetheir remuneration.

  • To re-elect Duncan Soukup as a director in accordance with article 112 of the Company’s Articles of Association.

  • To re-elect Tim Donell as a director in accordance with article 118 of the Company’s Articles of Association.

  • To re-elect Martyn Porter as a director in accordance with article 118 of the Company’s Articles of Association.

Special Business

  • THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”) to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company (“Relevant Securities”) up to a maximum aggregate nominalamount of £75,650 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this Resolution save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired.

  • THAT, subject to and conditional on, the passing of Resolution 7, the Directors be empowered, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash pursuant to the authority given by Resolution 7 as if Section 561(1) of the Act did not apply to any such allotment and/or sale of ordinary shares provided that this power shall be limited to:

    1. the allotment of equity securities and/or sale of ordinary shares in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

    1. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities and/or sale ofordinary shares up to an aggregate nominal amount of £11,348;

and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months from the date of passing this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted and/or ordinaryshares to be sold after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.

  • THAT the Company be generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as the directors may from time to time determine, provided that:

    1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the number representing 14.99% of the issued share capital of the Company (excluding shares held by the Company in treasury) at the date of this Notice or such number of Ordinary Shares as is closest to but does not exceed 14.99% of the issued share capital (excluding shares held by the Company in treasury)as at the date of the Meeting;

    1. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p (being the nominal value of an Ordinary Share);

    1. unless a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is an amount equal to the higher of: (a) 105% of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade in Ordinary Shares and the highest then current independent bid for the Ordinary Shares on the London Stock Exchange and where a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share is an amount equal to the net asset value per Ordinary Share at the latest practicable date prior tosuch purchase, all as determined by the directors;

    1. the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2023 or 15 months from the date of the passing of this resolution, whichever is the earlier; and

    1. the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after its expiry and may make a purchase of Ordinary Shares in pursuance of any such contract.

  • THAT, as permitted by section 307A of the Act, any general meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the articles of association of the Company provided that the authority of this resolution shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2023.

BY ORDER OF THE BOARD

Alasdair Johnston  
Company Secretary 
Alina Holdings PLC

Company Number 05304743

Registered office: 
Eastleigh Court
Bishopstrow 
Warminster 
BA12 9HW

 

Notes on the Resolutions
Resolution 1 relates to the requirement for the directors to present the report of the directors and the accounts of the Company to shareholders at the Meeting. The report of the directors, the accounts and the report of the Company’s Auditors on the accounts and on those parts of the directors’ remuneration report that are capable of being audited are contained within the Report and Accounts.

Resolution 2 relates to the requirement for an annual advisory vote on the directors’ remuneration report in terms of the arrangements for pay and share awards to directors. Details of these are contained in the Remuneration section of the report ofthe directors and the financial statements within the Report and Accounts. The vote on this resolution is advisory only, and any entitlement of a director to remuneration is not conditional on this resolution being passed.

Resolution 3 relates to the requirement that the auditors of a company must be re-appointed at each general meeting at which accounts are laid. This Resolution seeks approval for the re-appointment of Jeffreys Henry LLP as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting at which accounts are laid. Pursuant to this Resolution, Shareholders are also being asked to authorise the directors to determine the remuneration payable to Jeffreys Henry LLP as auditors.

Resolution 4 relates to the re-election of Duncan Soukup who offers himself for re-election. The Company’s Articles of Associationrequire one third of the directors to retire by rotation at each Annual General Meeting (excluding any director standing for re-election in accordance with article 118 of the Company’s Articles of Association

Resolution 5 relates to the re-election of Tim Donell who, having been appointed since the Company's last annual general meeting, is required to retire at the AGM in accordance with article 118 of the Company’s Articles of Association and offers himself for re-election.

Resolution 6 relates to the re-election of Martyn Porter who, having been appointed since the Company's last annual general meeting, is required to retire at the AGM in accordance with article 118 of the Company’s Articles of Association and offers himself for re-election.

Resolution 7 replaces the existing authority of the directors to allot shares, which expires at the conclusion of the Meeting. The resolution authorises the directors to allot a maximum of 7,565,000 shares with an aggregate nominal value of £75,650. This is equivalent to approximately one third of the current issued share capital of the Company (excluding shares held in treasury) as at the date of the Notice.   The number of shares currently held in treasury is 9,164,017 (nominal value £91,640). The directors have nopresent intention to exercise the authority conferred by the resolution, which will lapse at the earlier of the 2023 Annual GeneralMeeting or 15 months after the Meeting.

Resolution 8, which is subject to the passing of Resolution 7, will be proposed as a special resolution for the renewal of the directors’authority to allot equity securities for cash, without first offering them to shareholders pro rata to their holdings. This authority facilitates issues (or sales of ordinary shares held in treasury) made by way of rights to shareholders which are not strictly in accordance with section 561(1) of the Companies Act 2006 and authorises other allotments of up to a maximum aggregate nominal amount of £11,348 (representing 1,134,800 shares), which represents approximately 5 per cent of the current issued ordinary share capital of the Company.   This authority also allows the directors, within the same aggregate limit, to sell for cash shares that may be held by the Company in treasury. The Directors have no present intention of exercising this authority.

Resolution 9 seeks to renew the directors’ authority to purchase the Company’s Ordinary Shares, up to a maximum of 14.99% ofthe Company’s issued share capital (excluding shares held in treasury), for a further year. The directors have no present intention to exercise this authority but will keep the matter under review, taking into account the financial resources of the Company, theCompany’s share price and future funding opportunities. The authority would only be exercised if the directors believe that to do so would result in an increase in earnings per share and would be in the best interests of shareholders generally. Any purchases of shares would be by means of market purchases through the London Stock Exchange. Save to the extent purchased pursuant to theregulations concerning treasury shares, any Ordinary Shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility over the management of its capital base. Resolution 9 will be proposed as a special resolution.

Resolution 10 authorises the holding of general meetings, other than Annual General Meetings, on 14 days’ notice.   Although the Articles currently permit this, the Act requires a shareholder resolution to be passed to authorise general meetings to be held on 14 days’ notice.   The minimum notice period for general meetings would otherwise be 21 days. The directors would not make use of the reduced notice period unless they considered this to be in the best interests of members as a whole. Resolution 10 will be proposedas a special resolution.

Investor Enquiries:

 

Alina Holdings PLC

 

Duncan Soukup, Chairman

+33 (0)6 78 63 26 89


ISIN:

GB00B1VS7G47

Category Code:

NOA

TIDM:

ALNA

LEI Code:

213800SOAIB9JVCV4D57

OAM Categories:

3.1. Additional regulated information required to be disclosed under the laws of a Member State

Sequence No.:

165061

EQS News ID:

1364585


 

End of Announcement

EQS News Service

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