TIDMPROG
RNS Number : 2478G
Pro Global Insurance Solutions PLC
25 May 2017
Pro Global Insurance Solutions plc
('Pro Global' or the 'Company')
Posting of Accounts and Notice of Annual General Meeting
The Company announces that it has today issued to shareholders
its annual report and accounts for the year ended 31 December 2016
and notice convening the annual general meeting ('AGM') of the
Company, the text of which is reproduced below.
Copies of the report and accounts are available from Pro
Global's website (www.pro-global.com) in accordance with Rule 26 of
the AIM Rules for Companies.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Pro
Global Insurance Solutions plc (the "Company") will be held at
1.30pm on Thursday, 22 June 2017 at the offices of Pro Global
Insurance Solutions Plc, 88 Leadenhall Street, London, EC3A 3BP for
the following purposes:
RESOLUTIONS
To consider and, if thought fit, to pass the following
resolutions, of which numbers 1 to 10 and 13 will be proposed as
ordinary resolutions and numbers 11, 12 and 14 as special
resolutions.
1 To receive the Company's financial statements for the year
ended 31 December 2016, together with the strategic report, and
reports of the directors and auditors.
2 To approve the Directors' Remuneration Report for the year ended 31 December 2016.
3 To re-elect Lo c Brivezac as a director of the Company.
4 To re-elect Tim Carroll as a director of the Company.
5 To re-elect Gilles Erulin as a director of the Company.
6 To re-elect Artur Niemczewski as a director of the Company
7 To re-elect Andrew Donnelly as a director of the Company
8 To reappoint the auditors of the Company, Mazars LLP, 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 fix the auditors' remuneration.
9 POLITICAL DONATION
That in accordance with section 366 of the Companies Act 2006
(the "Act") the Company and all the companies that are the
Company's subsidiaries at any time during the period for which this
resolution has effect be authorised to:
(i) make political donations (as defined in section 364 of the
Act) to political parties (as defined in section 363 of the Act) in
aggregate not exceeding GBP50,000;
(ii) make political donations (as defined in section 364 of the
Act) to political organisations other than political parties (as
defined in section 363 of the Act) in aggregate not exceeding
GBP50,000;
(iii) incur political expenditure (as defined in section 365 of
the Act) in aggregate not exceeding GBP50,000,
in each case during the period from the date of the passing of
this resolution and expiring at the conclusion of the next annual
general meeting of the Company or 15 months from the date of the
passing of this resolution, whichever is the earlier. In any event,
the aggregate amount of political donations and political
expenditure made or incurred by the Company and its subsidiaries
pursuant to this resolution shall not exceed GBP150,000.
10 ALLOTMENT OF SHARES
That the directors be generally and unconditionally authorised
pursuant to section 551 of the Act to allot shares (as defined in
section 540 of the Act) or grant rights to subscribe for or to
convert any security into shares of the Company up to a maximum
aggregate nominal value of GBP1,017,300 provided that:
(i) this authority will expire at the conclusion of the next
annual general meeting or, if earlier, 15 months from the date of
the passing of this resolution, unless previously revoked, varied
or renewed by the Company in general meeting;
(ii) before this authority expires, the Company may make an
offer or agreement which would or might require shares in the
Company to be allotted, or rights to subscribe for or convert any
security into shares to be granted, after such expiry and the
directors may allot shares and grant rights to subscribe for or
convert any security into shares pursuant to such an offer or
agreement as if the authority had not expired; and
(iii) all prior authorities to allot equity securities pursuant
to section 551 of the Act or otherwise be revoked but without
prejudice to the allotment of any equity securities already made or
to be made pursuant to such authorities.
11 DISAPPLICATION OF PRE-EMPTION RIGHTS
That, provided that resolution 12 in the notice of this meeting
has been passed, the directors be granted power pursuant to section
570 of the Act to allot equity securities (within the meaning of
section 560(1) of the Act) for cash as if sub-section (1) of
section 561 of the Act did not apply to any such allotment provided
that this power shall be limited to:
(i) the allotment of equity securities in connection with any
invitation made to holders of ordinary shares and holders of other
securities of the Company to the extent expressly required and (if
considered appropriate by the directors) permitted by the rights
attached thereto and made to any other persons entitled to
participate in such allotment from time to time to subscribe by way
of rights, open offer or otherwise where equity securities
respectively attributable to the interests of holders of ordinary
shares and (if applicable) holders of other securities and such
other persons are respectively proportionate (as nearly as may be)
to the respective number of ordinary shares and (if applicable)
other securities held or deemed held by them on the record date of
such allotment subject to such exclusions or other arrangements as
the directors may deem necessary or expedient to deal with
fractional entitlements or legal or practical problems under the
laws of, or the requirements of, any regulatory body or any stock
exchange or otherwise in any territory;
(ii) the allotment for cash (otherwise than pursuant to
sub-paragraph (i) above) of equity securities up to an aggregate
nominal amount of GBP1,017,300,
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 the passing of this resolution unless previously
varied, revoked or renewed by the Company in general meeting
provided that the Company may before such expiry make any offer or
agreement which would or might require equity securities to be
allotted after such expiry and the directors may allot equity
securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired and all prior authorities granted
pursuant to section 570 of the Act or otherwise shall be revoked
but without prejudice to the allotment of equity securities already
made, or to be made, pursuant to such authorities.
12 AUTHORITY FOR MARKET PURCHASES
That the Company be generally and unconditionally authorised in
accordance with section 701 of the Act to make market purchases
(within the meaning of section 693 of the Act) of its own ordinary
shares in such manner and upon such terms as the directors may
determine, provided that:
i. the maximum number of ordinary shares hereby authorised to be
purchased is 11,397,778, representing 10% of the current issued
share capital of the Company (including ordinary shares held in
treasury);
ii. the minimum price, exclusive of any expenses, which may be
paid for an ordinary share is GBP0.02p;
iii. the maximum price, exclusive of any expenses, which may be
paid for any such share will be equal to the average of the closing
middle market quotations for an ordinary share over the 10 dealing
days immediately prior to the purchase of such shares; and
iv. this authority shall expire on the earlier of the conclusion
of the next annual general meeting of the Company or 15 months
after the date on which this resolution is passed save that the
Company may before such expiry make an offer or agreement for the
purchase of ordinary shares, which would or might be executed
wholly or partly after such expiry, and may make purchases of
ordinary shares in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
13 AUTHORITY FOR OFF--MARKET PURCHASES
That the Company be generally and unconditionally authorised in
accordance with section 693A of the Act to make off-market
purchases (within the meaning of section 693 of the Act) of its own
ordinary shares for the purposes of or pursuant to an employee
share scheme (within the meaning of section 1166 of the Act) in
such manner and upon such terms as the directors may determine,
provided that:
i. the maximum number of ordinary shares hereby authorised to be
purchased is 11,397,778 representing 10 per cent. of the current
issued share capital of the Company (including ordinary shares held
in treasury);
ii. the minimum price, exclusive of any expenses, which may be
paid for an ordinary share is GBP0.02p;
iii. the maximum price, exclusive of any expenses, which may be
paid for any such share will be equal to the average of the closing
middle market quotations for an ordinary share over the 10 dealing
days immediately prior to the purchase of such shares; and
iv. this authority shall expire on the earlier of the conclusion
of the next annual general meeting of the Company or 15 months
after the date on which this resolution is passed save that the
Company may before such expiry make an offer or agreement for the
purchase of ordinary shares, which would or might be executed
wholly or partly after such expiry, and may make purchases of
ordinary shares in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
14 NOTICE OF GENERAL MEETINGS
That the Company be generally and unconditionally authorised to
hold general meetings, other than annual general meetings, on
fourteen clear days' notice from the date of the passing of this
resolution and expiring on the earlier of the conclusion of the
next annual general meeting of the Company or 15 months after the
date on which this resolution is passed.
By order of the Board
Mike Dalzell
Company Secretary
25 May 2017
Registered office:
88 Leadenhall Street
London
EC3A 3BP
NOTES
1 A shareholder entitled to attend and vote at the annual
general meeting convened by this Notice or any adjournment thereof
is entitled to appoint one or more proxies (provided that if two or
more proxies are appointed they must be appointed to exercise
rights over different ordinary shares) to attend and to speak and
vote instead of him. A proxy need not be a member of the Company. A
space has been included on the form of proxy to allow members to
specify the number of shares in respect of which that proxy has
been appointed. Members who return the form of proxy duly executed
but leave this space blank will be deemed to have appointed the
proxy in respect of all of their shares.
2 To be effective, the enclosed form of proxy, together with any
power of attorney or other authority under which it is signed, must
be lodged at the office of the Company's registrars at
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY by 1.30 pm on 20 June 2017. Completion and
return of a form of proxy will not preclude shareholders from
attending the annual general meeting and voting in person if they
wish to do so.
3 To complete and lodge a Form of Proxy, a shareholder can either:
(a) complete the enclosed Form of Proxy and return it in the reply paid envelope; or
(b) log onto the Registrar's website
www.investorcentre.co.uk/eproxy, enter the Control Number, the
unique Shareholder Reference Number "SRN" and Shareholder Personal
Identification Number "PIN" (all of which are provided on the
enclosed Form of Proxy) and follow the on-line instructions; or
(c) if a member of CREST, use the CREST electronic proxy
appointment service, full details of which may be found on the Form
of Proxy.
4. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so 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 service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
5. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear UK & Ireland Limited's
specifications, and must contain the information required for such
instruction, as described in the CREST Manual (available at
www.euroclear.com/ CREST). The message, regardless of whether it
constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the issuer's agent
(ID 3RA50) not later than the latest time for receipt of proxy
appointments specified in note 2 above. 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 issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
6. CREST members and, where applicable, their CREST sponsors, or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. 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(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 system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
7. 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.
NOTES (CONT)
8 Pursuant to Regulation 41 of The Uncertificated Securities
Regulations 2001, entitlement to attend and vote at the annual
general meeting and the number of votes that may be cast thereat
will be determined by reference to the register of members of the
Company at close of business on the day that is two days before the
meeting. Changes to entries on the register of members after that
time shall be disregarded in determining the rights of any person
to attend and vote at the annual general meeting.
9 Members or those who do not have a form of proxy and believe
that you should have one and wish to appoint more than one proxy
and require additional forms should photocopy the form of proxy as
required. Such members should also read the instructions contained
in the notes on the form of proxy.
10 In order to facilitate voting by corporate representatives at
the meeting, arrangements will be put in place at the meeting so
that:
(i) If a corporate shareholder has appointed the Chairman of the
meeting as its corporate representative to vote on a poll in
accordance with the directions of all of the other corporate
representatives for that shareholder at the meeting, unless each of
the corporate representatives has been specifically appointed to
vote in respect of different blocks of shares, then on a poll those
corporate representatives will give voting directions to the
Chairman and the Chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions;
and
(ii) If more than one corporate representative for the same
corporate shareholder attends the meeting but the corporate
shareholder has not appointed the Chairman of the meeting as its
corporate representative, unless each of the corporate
representatives has been specifically appointed to vote in respect
of different blocks of shares, a designated corporate
representative will be nominated from those corporate
representatives who attend and who will vote on a poll, and the
other corporate representatives will give voting directions to that
designated corporate representative. Corporate shareholders are
referred to the guidance issued by the Institute of Chartered
Secretaries and Administrators on proxies and corporate
representatives (www.icsa.org.uk) for details of this procedure.
The guidance includes a sample form of appointment letter if the
Chairman is being appointed as described in (i) above.
11 A vote "withheld" option is provided on the form of proxy to
enable you to instruct your proxy not to vote on any particular
resolution. However, it should be noted that a vote withheld in
this way is not a "vote" in law and will not be counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
12 If the Chairman, as a result of any proxy appointments, is
given discretion as to how the votes the subject of those proxies
are cast and the voting rights in respect of those discretionary
proxies, when added to the interests in the Company's securities
already held by the Chairman, result in the Chairman holding such
number of voting rights that he has a notifiable obligation under
the FCA's Disclosure and Transparency Rules, the Chairman will make
the necessary notifications to the Company and the FCA. As a
result, any member holding 3% or more of the voting rights in the
Company who grants the Chairman a discretionary proxy in respect of
some or all of those voting rights and so would otherwise have a
notification obligation under the Disclosure and Transparency
Rules, need not make a separate notification to the Company and the
FCA.
13 As at the date of this notice, the Company's issued share
capital consists of 113,977,782 ordinary shares with a nominal
value of 2p each with voting rights of which 151,059 ordinary
shares are held in treasury.
14 A copy of all directors' service contracts for periods in
excess of one year are available for inspection during normal
business hours at the offices of Pro, 88 Leadenhall Street, London,
EC3A 3BP until the close of the annual general meeting on Thursday,
22(nd) June 2017.
EXPLANATION OF BUSINESS
The Notice of the Meeting contains some items of business which
are of a technical nature. These are explained below.
RESOLUTIONS 3 TO 7
In accordance with best practice guidelines set out in the UK
Corporate Governance Code, all directors of the Company are seeking
re-election at this meeting.
Each re--election will be put as a separate resolution.
Detailed biographies of the directors are on the Company's
website www.pro-global.com.
Lo c Brivezac rejoined the Board in January 2013 having
previously served as a director from June 2007 to June 2012. He is
the financial controller manager of Financière Pinault. He is a
board member of a number of companies as the Groupe Artémis
representative. He is Chairman of the Company's Audit
Committee.
Tim Carroll joined the Board in March 2011. He is a renowned
international business leader, with significant London Market and
Lloyd's experience, including roles as CEO of Swiss Re's UK holding
company, CEO Europe of GE Insurance Solutions and US President and
CEO of GE Reinsurance Inc. Tim has held a number of high profile
industry positions including President of the Insurance Institute
of London. He received the Chartered Insurance Institute's medal
for distinguished service in 2008. He is a member of the Company's
Audit Committee.
Gilles Erulin, has been Global Head of Insurance for Groupe
Artémis since 2000 and previously headed its Merger and
Acquisitions Group. He was responsible for the creation of Tawa,
joining the Board in April 2001 and was Chief Executive Officer
until the demerger on 3 April 2014 when he was appointed as a
non-executive director of the Company.
Artur Niemczewski, Chief Executive Officer, joined the board on
demerger on 3 April 2014 from Garwyn Group where he lead the
successful turnaround and sale of Garwyn Group as Chief Executive
Officer. Prior to his role at Garwyn, he was Managing Director of
Xchanging Broking Services Ltd, Chief Executive of Multi-National
Division for Marsh UK Ltd of Marsh, Inc, Chief Operating Officer of
Willis International Holdings Ltd and served as Director of
Strategy at AXA Insurance. Artur began his career as a strategy
consultant with McKinsey & Company. He holds a PhD in Nuclear
Engineering and an MSc in Public Policy from Massachusetts
Institute of Technology (MIT), and an MSc in Mechanical Engineering
from Warsaw University of Technology.
Andrew Donnelly, Chief Financial Officer, joined the board on
1st September 2016. Andrew is a member of the Association of
Chartered Certified Accountants and has been working within the
Financial Services Industry for the past 22 years. He has
experience not only with Finance but has held the role of Risk
Manager of a Life and Pension Group.
RESOLUTION 9 - POLITICAL DONATION
It remains the policy of the Company not to make political
donations or incur political expenditure as those expressions are
normally understood. However, the directors consider that it may be
in the best interests of shareholders for the Company to
participate in public debate and opinion forming on matters which
affect its business.
To avoid inadvertent infringement of the Act, which defines
political donations and expenditure widely, the directors are
seeking shareholders' authority for the Company and its
subsidiaries to make political donations and to incur political
expenditure during the period from the date on which this
resolution is passed and expiring at the conclusion of the next
annual general meeting of the Company or 15 months from the date on
which this resolution is passed, whichever is the earlier, up to a
maximum aggregate amount of GBP150,000. The Company has made no
political donations in the past and does not expect to do so in the
future.
EXPLANATION OF BUSINESS (CONT)
RESOLUTIONS 10 AND 11 - AUTHORITY TO ALLOT SHARES AND
DISAPPLICATION OF PRE--EMPTION RIGHTS
The Articles permit the directors to allot shares and other
securities, in accordance with Section 551 of the Act, up to an
amount authorised by the shareholders in general meeting. At this
annual general meeting the directors are seeking authority to allot
shares up to an aggregate nominal amount of GBP1,017,300. This is
equivalent to approximately 45 per cent of the current issued share
capital of the Company (including ordinary shares held in
treasury).
The directors are also seeking authority to allot shares for
cash without first being required to offer such securities to
existing shareholders up to an aggregate nominal amount of
GBP1,017,300. This is equivalent to approximately 45 per cent of
the current issued share capital (including ordinary shares held in
treasury).
The Board recognises that the authorities sought are not in line
with certain current investor body guidelines. However, the
directors consider the powers desirable due to the flexibility it
affords the Company in pursuit of its business strategy.
In relation to the disapplication of pre-emption rights, if the
Company was to exercise authority to issue shares for cash on a
non-pre-emptive basis it would intend to observe the Pre--emption
Group principle to restrict the discount on the price of the shares
to be issued to a maximum of 5% of the middle of the best bid and
offer prices for the Company's shares immediately prior to the
announcement of the proposed issue.
These authorities will expire at the next annual general meeting
of the Company, or, if earlier, 15 months from the passing of the
resolutions.
RESOLUTION 12 - AUTHORITY FOR MARKET PURCHASES
The Company seeks an authority to make market purchases of its
own ordinary shares, which would otherwise be prohibited by the
Act. This authority is sought in respect of up to 10% of the
Company's current issued ordinary share capital (excluding treasury
shares) and will expire on the earlier of the conclusion of the
next annual general meeting of the Company or 15 months after the
date on which this resolution is passed. The maximum price which
may be paid for an ordinary share will be equal to the average of
the closing middle market quotations for an ordinary share over the
10 dealing days immediately prior to the purchase of such shares.
The minimum price which may be paid for an ordinary share is
GBP0.02p.
Any ordinary shares purchased under this authority may either be
cancelled or held as treasury shares. Ordinary shares purchased
under this authority and held in treasury may subsequently be
cancelled, sold for cash or used to satisfy awards that vest under
the Company's share scheme.
RESOLUTION 12 - AUTHORITY FOR MARKET PURCHASES (CONT)
As at the date of this notice, the Company has granted awards
over 4,185,233 ordinary shares to the directors and employees of
the Company. If the ordinary shares currently held in treasury were
to be cancelled these awards would represent approximately 3.68% of
the Company's issued ordinary share capital. If the authority to
purchase the Company's ordinary shares was exercised in full and
those shares were to be cancelled, these awards would represent
approximately 4.079% of the Company's issued ordinary share
capital.
RESOLUTION 13 - AUTHORITY FOR OFF-MARKET PURCHASES
The Company is also seeking an authority to make off-market
purchases of ordinary shares for the purposes of or pursuant to an
employees' share scheme. This authority is sought in respect of up
to 10% of the Company's current issued ordinary share capital
(excluding treasury shares) and will expire on the earlier of the
conclusion of the next annual general meeting of the Company or 15
months after the date on which this resolution is passed. The
maximum price which may be paid for an ordinary share will be equal
to the average of the closing middle market quotations for an
ordinary
EXPLANATION OF BUSINESS (CONT)
share over the 10 dealing days immediately prior to the purchase
of such shares. The minimum price which may be paid for an ordinary
share is GBP0.02p. If passed, the Directors will only exercise this
authority if they believe that to do so would result in an increase
in earnings per share and would be in the best interests of the
Company and of shareholders generally.
The Company is permitted to hold ordinary shares it has
purchased under this authority in treasury, as an alternative to
cancelling them. Ordinary shares purchased under this authority and
held in treasury may subsequently be cancelled or used to satisfy
awards that vest under the Company's share scheme.
Ordinary shares purchased under either the authority to make
market purchases or the authority to make off-market purchases
while held in treasury are not entitled to receive any dividend or
dividend equivalent (apart from any issue of bonus shares) and have
no voting rights. The directors currently intend to hold any
ordinary shares purchased under these authorities in treasury. The
directors will have regard to institutional shareholder guidelines
which may be in force at the time of any such purchase, holding or
re-sale of ordinary shares held in treasury.
RESOLUTION 14 - NOTICE OF GENERAL MEETINGS
Although the Articles permit the holding of general meetings,
other than annual general meetings, on fourteen clear days' notice,
the Companies (Shareholders' Rights) Regulations 2009 (the
"Regulations") that implemented the Shareholder Rights Directive in
the UK require the passing of a shareholder resolution to authorise
such notice. Without the passing of Resolution 13, the minimum
notice period under the Regulations would be twenty-one days. The
directors consider it to be in the best interest of shareholders to
pass Resolution 14 in order to prevent being constrained by the
Regulations implementing the Shareholder Rights Directive.
The directors believe that the adoption of all the resolutions
set out in the Notice of Meeting is in the best interests of the
Company and its shareholders as a whole. Accordingly, the directors
unanimously recommend that you vote in favour of the resolutions.
Each director who holds shares in the Company intends to vote in
favour of the resolutions in respect of his own holdings.
Enquiries:
Artur Niemczewski, Chief
Executive,
Pro Global Insurance Solutions
plc 020 7068 8123
--------------------------------- --------------
Guy Wiehahn
Peel Hunt LLP (nominated
adviser and broker) 020 7418 8900
--------------------------------- --------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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