TIDMSKG
RNS Number : 4616L
Smurfit Kappa Group PLC
12 January 2021
12 January 2021
Smurfit Kappa Group plc
("Smurfit Kappa" or the "Company")
Notice of Extraordinary General Meeting and Publication of
Circular
An Extraordinary General Meeting of Smurfit Kappa Group plc will
be held at the Company's registered office, Beech Hill, Clonskeagh,
Dublin 4, D04 N2R2, Ireland on Friday, 5 February 2021 at 10:00 am
(the "EGM").
The business of the EGM will be to consider and, if thought t,
approve certain resolutions relating to the replacement of the
CREST system with a system operated by Euroclear Bank SA/NV for the
electronic settlement of trading in the Company's ordinary shares
(the "Migration Resolutions"). Approval of the Migration
Resolutions is necessary to ensure the Company's shares can
continue to be settled electronically when they are traded on
Euronext Dublin and the London Stock Exchange and remain eligible
for continued admission to trading and listing on those exchanges,
which is crucial to the interests of the Company and its
shareholders as a whole.
The circular which includes the notice of the EGM (the
"Circular"), and a Form of Proxy have been made available to
shareholders today. The Board strongly urges shareholders to review
the contents of the Circular in its entirety, including the
documents referred to therein, and consider the Board's
recommendation to vote in favour of the Migration Resolutions.
The Circular, the Form of Proxy, the Articles of Association in
the proposed amended form and copies of the other documents which
are referred to in the Circular are available for inspection on the
Company's website, at www.smurfitkappa.com/investors/egm2021 , and
will be available for inspection during normal business hours on
any business day from the date of this announcement until the EGM
at the Company's registered office and at Matheson's London office
at 1 Love Lane EC2V 7JN, London, United Kingdom and will also be
available at the EGM for at least fifteen (15) minutes before, and
for the duration of, the EGM.
In accordance with applicable regulations and public health
guidelines in force in Ireland and the UK in connection with
COVID-19, we request that shareholders do not attend at the
Company's office or Matheson's London office but instead to inspect
the Articles of Association, and other documents relevant to the
Migration Resolutions, on the Company's website.
Public Health Guidelines and the EGM
The well-being of our shareholders, our people and the general
public is a primary concern for the Board. We are closely
monitoring the COVID-19 situation and any advice by the Government
of Ireland in relation to the pandemic.
In line with the current Irish Government restrictions in
relation to travel and public gatherings, which were introduced to
control the spread of COVID-19 and to limit and mitigate risks to
the health and safety of our shareholders, our people and the
general public, the EGM will be held with the minimum quorum in
accordance with the Articles of Association and the Migration Act.
Under the Migration Act the quorum for the EGM is at least three
(3) persons holding, or representing by proxy, at least one-third
in nominal value of the issued shares in the Company.
Shareholders are therefore requested not to attend the meeting
in person but are encouraged to listen live to the EGM proceedings
via the broadcast by conference call. Details of the conference
call will be posted on our website at
www.smurfitkappa.com/investors/egm2021 . As the conditions for the
holding of the EGM may change at short notice shareholders are
encouraged to consult the Company's website and to keep up to date
with Government announcements.
The Board encourages shareholders to appoint the Chair of the
EGM as their proxy rather than another person who may not be
permitted to attend the EGM in person, by submitting a Form of
Proxy not less than 48 hours before the time appointed for the EGM,
in order to ensure their vote is counted and to be represented at
the EGM without attending in person. Instructions on how to appoint
a proxy are set out on the Form of Proxy and in the Circular.
Shareholder Questions
Shareholders can submit questions in advance of the EGM by email
to egm@smurfitkappa.com. When submitting a question you are
required to include your name and Investor Code (as printed on the
accompanying Form of Proxy and on your share certificate or
obtained through the Company's Registrar, Link Registrars Limited).
Any questions should be submitted by 10:00 am on 3 February
2021.
Further Information in relation to the EGM
In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule
9.6.1, the Circular and the Articles of Association, in the
proposed amended form, will be submitted to the Irish Stock
Exchange t/a Euronext Dublin and the UK's National Storage
Mechanism and will be available for inspection at the following
locations:
-- Euronext Dublin - Company Announcements Office, The Irish
Stock Exchange t/a Euronext Dublin, 28 Anglesea Street, Dublin 2
(T: +353 1 617 4200 ); and
-- UK National Storage Mechanism -
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Any relevant updates regarding the EGM, including any changes to
the arrangements outlined in the Circular, will be announced via a
Regulatory Information Service and will be available on
www.smurfitkappa.com .
For further information on the announcement, please contact:
Group Secretary
Gillian Carson-Callan
T: +353 1 202 7152
E: Gillian.Carson-Callan@smurfitkappa.com
Important Note
Announcements relating to the EGM contain (or may contain)
certain forward-looking statements with respect to certain of the
Company's current expectations and projections about future events,
including Migration, and the Company's future financial condition
and performance. These statements, which sometimes use words such
as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect" (or the negative
thereof) and words of similar meaning, reflect the directors'
current beliefs and expectations and involve known and unknown
risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict (certain of which are
set out in the Circular with respect to Migration).
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. The
information contained in this announcement, including the
forward-looking statements, speaks only as of the Latest
Practicable Date and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained in the Circular or in this announcement,
except to the extent required by Euronext Dublin, the Central Bank
of Ireland, the UK Financial Conduct Authority, the London Stock
Exchange or by applicable law.
The defined terms set out in Part 9 of the Circular have the
same meaning herein.
END
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END
NOGGPUWCGUPGGMP
(END) Dow Jones Newswires
January 12, 2021 13:03 ET (18:03 GMT)
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