TIDMPIRI
RNS Number : 1317H
Pires Investments PLC
30 July 2021
Pires Investments plc
("Pires" or the "Company")
Posting of Notice of AGM
Pires Investments plc (AIM: PIRI), the investment company
focused on next generation technology, announces that a Notice of
Annual General Meeting has been posted to shareholders of the
Company convening a meeting to be held on 27 August 2021 at 11.00
a.m.
A copy of the Notice of Annual General Meeting will be available
to be downloaded from the Company's website at
www.piresinvestments.com and an extract can be viewed below.
Please note that arrangements for the Annual General Meeting
this year are different from the meetings before the 2020 Annual
General Meeting. As we expect significant restrictions on personal
movement to still be in place due to Covid-19, we are utilising the
provisions in the Companies Act 2006 and our Articles of
Association to convene and hold this year's Annual General Meeting
as a virtual meeting, which is explained in the letter from the
Chairman set out on pages 4 to 9 of the Notice of AGM. All voting
on the resolutions at the AGM will be conducted on a poll, which
means that you should submit your proxy as soon as possible. There
will be a limited opportunity to submit a separate poll card in a
short interval after the virtual meeting formally concludes.
Enquiries:
Pires Investments plc Tel: +44 (0) 20 3368 8961
Peter Redmond, Chairman
Nicholas Lee, Director
Nominated Adviser
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213 0880
Liam Murray/Ludovico Lazzaretti
Joint Broker
Peterhouse Capital Limited Tel: +44 (0) 20 7469 0935
Duncan Vasey/Lucy Williams Tel: +44 (0) 20 7469 0936
Joint Broker
Tennyson Securities Tel: +44 (0) 20 3167 7221
Peter Krens
Financial media and PR
Yellow Jersey Tel: +44 (0) 20 3004 9512
Sarah Hollins
Henry Wilkinson
Annabelle Wills
Notes to Editors
About Pires Investments plc
Pires Investments plc (AIM: PIRI) is an investment company
providing investors with access to a portfolio of next generation
technology businesses with significant growth potential.
The Company is building an investment portfolio of high-tech
businesses across areas such as Artificial Intelligence, Internet
of Things, Cyber Security, Machine Learning, Immersive Technologies
and Big Data, which the Board believes demonstrate evidence of
traction and the potential for exponential growth, due to
increasing global demand for development in these sectors.
For further information, visit: https://piresinvestments.com/
.
Chairman's letter
Dear Shareholder,
I look forward to welcoming you at the Pires Investments plc
(the "Company" or "Pires") Annual General Meeting ("AGM"), on
Friday, 27 August 2021. The AGM will start at 11:00 a.m.
In light of the ongoing Coronavirus pandemic and with a view to
taking appropriate measures to safeguard its shareholders health
and make the AGM as safe and efficient as possible, the Company is
invoking certain of the meetings provisions in the Companies Act
2006 and its articles of association. These provisions allow the
Company to establish satellite meetings if necessary, and for the
Company to make arrangements for the safety and security of
shareholders. Whilst it was never envisaged that these provisions
would be used for this purpose (in fact provisions of this nature
are rarely invoked), they can be used, in combination, to
facilitate a shareholder meeting where it is necessary, on grounds
of the personal safety of all concerned, to avoid the need for
persons to be in the same physical location. For the purposes of
the satellite meeting provisions of the articles of association, we
are designating the location of the meeting to be the place where
the Chairman is located, and all other shareholders and "attendees"
will be deemed to be at their own individual satellite location.
The requirement that all satellite locations be connected by at
least audio means is satisfied by use of the meeting platform.
I have informed the Board that I intend to retire from the board
at the conclusion of the AGM on Friday 27 August 2021 and
accordingly I will not be standing for re-election as a
director.
1. Before the AGM
In the usual way we ask and encourage shareholders to vote for
the AGM resolutions by appointing the Chairman as a shareholder's
proxy. Accordingly, shareholders are encouraged to complete the
enclosed form of proxy (the "Form of Proxy") and return it by email
to externalproxyqueries@computershare.co.uk or by post to
Computershare Investor Services PLC (the "Registrar") of The
Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible.
To be valid, the Form of Proxy provided or other instrument
appointing a proxy must be received by 11:00 a.m. on Wednesday, 25
August 2021, or in the case of shares held through CREST, via the
CREST system.
In accordance with article 66.1 of our articles of association,
any resolution put to vote at the AGM must be decided exclusively
on a poll. This means that your votes will all be counted for all
the shares that you have.
Please remember to submit any questions in advance in accordance
with the instructions on page 3 by email to
enquiries@piresinvestments.com with the subject line "AGM
Question".
If you wish to appoint a corporate representative, please
contact the Registrar in the usual way.
2. On the Day of the Meeting
The meeting takes place at 11:00 a.m. on Friday, 27 August
2020.
To join the meeting type (or paste) the following web address
into your web browser:
https://mmitc.webex.com/mmitc/onstage/g.php?MTID=e2bb39077916602286cc93e7f9828ba33
You will be asked to enter a password to gain access to the
meeting. This code can be found on the section of your proxy form
headed 'Attendance Instructions'. Please detach and keep this
portion of the proxy form before returning the proxy form.
When the meeting opens at the appointed time, you will be able
to see and hear the Chairman. The Chairman will open the meeting
and address any questions that have been submitted in advance.
There will then be a short opportunity to put any additional
questions. Shareholders should indicate if they would like to ask a
question using the electronic "raise your hand" feature or by
typing their question into the Q&A box in the meeting. All
attendees will remain muted by the host unless and until they are
invited to ask a question.
The Chairman will then formally put the resolutions to the
meeting and advise of the proxy votes received in advance.
The meeting will then formally close.
Shareholders will have the option to submit an electronic poll
card to record their vote. If you (a) have already submitted a
proxy instruction and do not wish to change your vote; or (b) do
not wish to vote, you can click on the button to skip this
step.
The voting facility will switch off 30 minutes after the close
of the meeting.
The results of the meeting will be announced by RNS and posted
to the Company's website www.piresinvestments.com on the day of the
meeting. The full poll results will also be published on this
website at the same time. The business of the AGM comprises
resolutions (each, a "Resolution" and together, the "Resolutions")
that public companies regularly bring to shareholders.
3. The ordinary business of the AGM
The ordinary business of the AGM covered by Resolutions 1 to 7
(to approve matters which are routinely put to shareholders at
annual general meetings) is as follows:
Resolution 1 - Report and accounts
Ordinary Resolution
This first resolution is for the Directors to present the
Company's Annual Report and Accounts for the period ended 31
December 2020 to shareholders. The Annual Report and Accounts
contain the financial statements for the 14 months' period ended 31
December 2020, together with the Strategic Report, the Directors'
Report and the Auditors Report (the "December 2020 Report and
Accounts").
Resolution 2 - Re-election of Mr John May as director
Ordinary Resolution
Mr May retires and offers himself for re-election.
John May is a Fellow of the Institute of Chartered Accountants
in England and Wales. He is the Managing Partner of City &
Westminster Corporate Finance LLP, an FCA-registered partnership.
He is chairman of the Small Business Bureau Limited and The Genesis
Initiative Limited, lobbying groups for small business to the UK
Parliament. Mr May has been the principal of his own chartered
accountancy practice since 1994. From 1977 to 1994, Mr May was a
senior partner with what is now Crowe UK, where he served for eight
years on the managing board and for nine years as chairman of its
Thames Valley offices. In his capacity as UK national marketing
partner and head of its property consultancy division, he was a
director of its UK and international associations. Mr May was
finance director of AIM listed Security Research Group PLC, until
December 2005 and Tomco Energy Plc until July 2011 and a
non-executive director of AIM listed Petrolatina Energy Plc until
March 2012. He is the executive chairman of Red Leopard Holdings
plc and was non- executive chairman of Hayward Tyler Group Plc
which were both listed on AIM.
Resolution 3 - Re-election of Mr Nicholas Lee as director
Ordinary Resolution
Mr Lee retires and offers himself for re-election.
Nicholas Lee has more than 30 years of experience in
international investment banking and working as a company director.
Mr Lee was with Dresdner Kleinwort and its antecedent firms from
1988 to 2009, starting at Kleinwort Benson Group plc and rising to
Managing Director, Head of Banking, Hedge Fund Solutions Group.
Previously as a Managing Director in mergers and acquisitions at
Dresdner Kleinwort Wasserstein, Mr Lee advised leading companies
from a number of different industries, including the natural
resources, financial services, consumer and retail sectors. Mr Lee
is currently a director of AIM-listed RiverFort Global
Opportunities plc, as well as being a director of a number of other
companies, both listed and private. Mr Lee qualified as a chartered
accountant with Coopers & Lybrand and has an MA in engineering
from St John's College, Cambridge
Resolution 4 - Re-election of Mr David Palumbo as director
Ordinary Resolution
Mr Palumbo retires and offers himself for re-election.
David Palumbo is an experienced entrepreneur with over 20 years
of experience in private equity, venture capital and asset
management. Since 2006, he has founded and co-founded a number of
companies in various industries such as cleantech, digital
technology, and real estate. Mr Palumbo is also the Founding and
Managing Partner of Origen Capital LLP, a private investment firm
representing family offices and private consortia in Europe, CIS
and Latin America. He holds a BSc and an MSc in electrical
engineering. David is currently the Chief Executive Officer of
AIM-listed EQTEC plc (EQTEC), a leading gasification technology
solutions company for sustainable waste-to-energy projects, having
joined EQTEC's board in August 2019. Mr Palumbo was appointed as a
Director of Pires on 1 February 2021.
Resolution 5 - Reappointment of Auditors
Ordinary Resolution
The auditors of a company must be appointed or re-appointed at
each AGM at which the financial statements of the Company are put
before shareholders. This resolution is for the shareholders to
formally approve the reappointment of PKF Littlejohn LLP as
auditors of the Company until the conclusion of the next AGM of the
Company at which financial statements are laid. The resolution also
authorises the Directors to agree the auditors' remuneration.
Resolution 6 - Authority to issue shares
Ordinary Resolution
This resolution is to grant the Directors authority to allot new
ordinary shares. The last such authority was approved by
shareholders in June 2020 and it will expire at the conclusion of
this AGM.
Section 551 of the Companies Act 2006 (the "Act") requires that
Directors be authorised by shareholders before any share capital
can be issued.
At this stage in its development the Company relies on raising
funds, from time to time, through the issue of ordinary shares from
the equity markets and unless this resolution is put in place the
Company will not be in a position to continue to raise funds to
continue with the implementation of its investing policy.
If approved by shareholders, this resolution will allow the
Directors to allot new ordinary shares and grant rights to
subscribe for, or convert other securities into, shares up to
approximately 30 per cent. of the Company's issued ordinary share
capital. This new authority will expire at the conclusion of the
Company's next AGM in 2022.
Resolution 7 - Disapplication of pre-emption rights
Special Resolution
This resolution will be proposed in the event that Resolution 6
is passed by shareholders. If the Directors wish to allot new
ordinary shares and other equity securities (or sell treasury
shares) for cash, section 561 of the Act requires that these shares
are offered first to shareholders in proportion to their existing
holdings. There may be circumstances, however, when it is in the
interests of the Company to be able to allot new equity securities
for cash other than on a preemptive basis. For example, Resolution
8 will give the Directors authority to exclude certain categories
of shareholders in a rights issue where their inclusion would be
impractical or illegal and also to issue shares other than by way
of rights issues which are, for regulatory reasons, complex,
expensive, time consuming and impractical for a company the size of
Pires. The resolution extends to a further 30 per cent. of the
Company's issued ordinary share capital as enlarged by the exercise
of any outstanding warrants.
A similar authority, granted in June 2020, will expire at the
conclusion of this AGM.
4. The special business of the AGM
The special business of the AGM (i.e. matters which are not
routinely tabled as the business of an AGM) concerns the proposal
of the Company to buy-back and cancel all outstanding deferred
shares.
The Company currently has outstanding 136,171,197 "A" deferred
shares of 5 pence each (the "A Deferred Shares"), 55,570,856 "B"
deferred shares of 4.9 pence each (the "B Deferred Shares") and
2,321,659,864 "C" deferred shares of 0.099 pence each (the "C
Deferred Shares", and together with the A Deferred Shares and the B
Deferred Shares, the "Deferred Shares"). The Company proposes to
buy-back and cancel all outstanding Deferred Shares in order to
simplify its capital structure. The Deferred Shares have no
economic value and when bought back by the Company will create a
capital redemption reserve of GBP11,829,975.06. In addition the
Company's share premium account currently stands at GBP7,701,056
and the Company will apply to the Court for approval to credit
these amounts to retained earnings thereby extinguishing the
current negative balance of GBP14,532,415 and create positive
retained earnings. This rationalisation of the balance sheet would
thus enable the Company to pay dividends in the future, dealing
with the historic balance sheet issues and negative earnings which
would otherwise operate as a "dividend block".
Resolution 8 - Buy-back of Deferred Shares
Ordinary Resolution
Resolution 8 is an ordinary resolution to buy-back the Deferred
Shares. The Deferred Shares were created due to losses in the
Company's past which arose prior to the adoption of the current
investment strategy. The Board can see no reason for the Deferred
Shares to remain on the balance sheet and recommends that the
Deferred Shares are purchased by the Company and cancelled (the
"Buy-Back"). The Deferred Shares have no economic value. The
authority to buy-back the Deferred Shares shall expire five years
after the date of the AGM.
Under the provisions of the Company's articles of association,
the Company has the power to buy back each class of the Deferred
Shares for 1 pence in aggregate per class. In addition, the Company
has the power to appoint anyone to sign the agreement for the
Buy-Back on behalf of all the holders of the relevant class of
Deferred Shares and the Company proposes that any one of its
Directors be authorised to carry out this function.
Under the provisions of the Act, a public limited company may
not fund the purchase of its shares except out of its distributable
reserves or the proceeds of a fresh issue of shares made solely for
the purpose of such buy-back. The Company has no distributable
reserves with which to fund the Buy-Back and therefore it is
proposed that the Buy-Back is funded out of the proceeds of a new
issue of three new ordinary shares of 0.25 pence at a price of
GBP1.00 per share.
Resolution 9 - Capital reduction
Special Resolution
Resolution 9, which is conditional upon the passing of
Resolution 8, is a special resolution to approve a capital
reduction.
Approval is being sought to carry out a reduction of the
Company's capital by way of the cancellation of the whole of the
amount standing to the credit of the Company's capital redemption
reserve (which will arise on the cancellation of all of the
Deferred Shares effected pursuant to Resolution 8) and the share
premium account, which will be applied in extinguishing the current
deficit standing to retained earnings and creating distributable
reserves. This also has the overall effect of substantially
simplifying the Company's balance sheet.
A capital redemption reserve on cancellation of the Deferred
Shares will arise in the sum of GBP11,829,975.06. Authority of the
shareholders is sought to cancel the capital redemption reserve in
full together with the Company's share premium account which
currently stands at GBP7,701,056.
As at 31 December 2020, the retained earnings of the Company
were negative to the extent of approximately GBP14,532,415. The
effect of the capital reduction will be to extinguish the negative
amount standing to retained earnings and to create a positive
balance. Dividends can only be paid out of positive retained
earnings and accordingly the Company will then have the ability to
declare and pay dividends should the Directors so recommend.
In addition to the approval by the shareholders in Resolution 9,
the capital reduction requires the approval of the High Court.
Accordingly, following approval of the capital reduction by
shareholders, an application will be made to the High Court in
order to confirm and approve the capital reduction. In seeking the
High Court's approval of the capital reduction, the High Court may
require protection for the creditors (including contingent
creditors) of the Company whose debts remain outstanding on the
relevant date, except in the case of creditors which have consented
to the capital reduction. Any such creditor protection may include
seeking the consent of the Company's creditors to the capital
reduction, the provision by the Company to the High Court of an
undertaking to deposit a sum of money into a blocked account
created for the purpose of discharging the non-consenting creditors
of the Company or the giving of alternative undertakings to protect
creditors. The Company currently owes minimal sums to its
creditors, consisting of general trade creditors. Where appropriate
the Company may seek consent or acquiescence from certain creditors
and will seek to give appropriate undertakings to the High Court
to
protect all other remaining creditors.
It is anticipated that the capital reduction will become
effective in the fourth quarter of 2021, following the necessary
registration of the Court Order at Companies House.
The capital reduction itself will not involve any distribution
or repayment of capital or share premium by the Company and will
not reduce the underlying net assets of the Company.
The Board reserves the right to abandon or to discontinue (in
whole or in part) any application to the High Court in the event
that the Board considers that the terms on which the capital
reduction would be (or would be likely to be) confirmed by the High
Court would not be in the best interests of the Company and/or the
shareholders as a whole. The Directors have undertaken a review of
the Company's liabilities (including contingent liabilities) and
are not aware of any issue that might prevent the Company from
being able to satisfy the High Court that, as at the date (if any)
on which the court order relating to the capital reduction and the
statement of capital in respect of the capital reduction have both
been registered by the Registrar of Companies at Companies House
and the capital reduction therefore becomes effective, the
Company's creditors will either consent to the capital reduction or
be sufficiently protected.
Following the implementation of the capital reduction, there
will be no change in the number of ordinary shares in issue other
than the three new shares to be issued as noted in Resolution 8. No
new share certificates will be issued as a result of the capital
reduction.
ACTION TO BE TAKEN
Shareholders will find enclosed a Form of Proxy for use at the
AGM. Shareholders are encouraged to complete and return the Form of
Proxy by email to externalproxyqueries@computershare.co.uk or by
post to the Company's registrar, Computershare Investor Services
PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY in
accordance with the instructions printed thereon as soon as
possible. To be valid, the Form of Proxy provided or other
instrument appointing a proxy must be received by the Company's
registrar, at the address shown on the Form of Proxy. For proxy
appointments to be valid, they must be received no later than 11:00
a.m. on 25 August 2021.
Although shareholders are encouraged to vote by proxy,
completion and return of a Form of Proxy will not prevent you from
participating in the electronic AGM and submitting a poll card
following the meeting to change your vote should you wish to do
so.
The Directors have established an e-mail list for all
shareholders who would like to receive information and updates from
the Company electronically. If you are not already on the e-mail
list and would like to receive Company information electronically,
please complete the section on the Proxy Form. This will not affect
existing channels of communication and distribution of Notices and
other corporate documents.
The Board is recommending that shareholders support all the
Resolutions before the AGM by returning your proxy instruction by
post or by email to enquiries@piresinvestments.com as indicated in
the proxy form.
Your votes do matter. Information about how to vote at the AGM
is given on pages 12 to 14 of this notice. If you cannot attend the
meeting, please vote your shares by appointing a proxy.
I look forward to hearing from you at the AGM.
Peter Redmond
Chairman
30 July 2021
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END
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