TIDMBGHL
30 June, 2020
Dear Shareholder
BOUSSARD & GAVAUDAN HOLDING LIMITED (the "Company")
NOTICE OF ANNUAL GENERAL MEETING
Introduction
Please find enclosed a notice (the "Notice") of the Company's next
annual general meeting (the "AGM"), to be held at the registered office
of the Company on Wednesday, 29 July, 2020 at 9.30 a.m. to consider and,
if thought fit, pass the resolutions specified in the Notice.
The purpose of this letter is to provide you with details as to the
procedure to be followed in respect of this year's AGM, to explain the
proposed resolutions and to set out the reasons why the directors are
recommending that you vote in favour of all resolutions to be proposed
at the AGM. A copy of this letter and the Notice will also be posted
shortly to the Company's website, www.bgholdingltd.com.
Procedure at the AGMs
Proceeding at the AGM - COVID-19
The Board has considered how best to deal with the potential impact of
the COVID-19 pandemic (the "Pandemic") on arrangements for the AGM. The
Company is required by law to hold an AGM, but the Company is concerned
for the safety and wellbeing of its shareholders and other attendees. In
addition, measures taken by States of Guernsey in response to the
Pandemic mean that attendance at the AGM by shareholders who are not
residents of Guernsey is not reasonably practicable. Of those measures,
the most relevant to the AGM is the legal requirement that anyone
arriving in Guernsey from anywhere in the world including, for the
avoidance of doubt, the United Kingdom, will be required to self-isolate
for 14 days upon their arrival. Failure to comply with that requirement
is a criminal offence. Any shareholder wishing to attend the AGM will
need to be prepared to self-isolate for a minimum of 14 days in advance
of the AGM to enable their attendance.
Given these unprecedented circumstances, the Company has decided that it
will conduct only the statutory, formal business to meet the minimum
legal requirements to comply with applicable law and regulation and to
enable the Company to continue to function effectively. There will be no
opportunity to interact with the directors.
However, the Board considers it important that all shareholders have the
opportunity to make their views known and to exercise their voting
rights at the AGM. The Company strongly encourages all shareholders to
exercise their votes in respect of the meeting in advance and to submit
any questions they may have to the Secretary, whose contact details are
listed below in the section headed "Action to be taken by Shareholders".
Voting by proxy will ensure that your votes are registered.
The Company will continue to monitor the advice of States of Guernsey.
Of course, in the event that the situation has improved and travel
restrictions and the legal requirement for quarantine are revoked, the
Company will announce the same via a regulatory information service.
Proposed Resolutions and Recommendations
Ordinary Resolution 1 -- THAT the Company's annual report and audited
financial statements for the year ended 31 December, 2019 be received
and adopted.
The Companies (Guernsey) Law, 2008, as amended (the "Companies Law") and
the Company's articles of incorporation (the "Articles") require that
the annual report and audited financial statements (the "AFR") be laid
before the AGM and this resolution is proposed pursuant to that
requirement.
Ordinary Resolution 2 -- THAT Ernst & Young LLP be re-appointed as
auditor of the Company
The Companies Law requires that the Company must at each AGM appoint an
auditor to hold office from the conclusion of that meeting until the
conclusion of the next AGM and this resolution is proposed pursuant to
that requirement. The Audit Committee and the Board have considered the
performance of Ernst & Young LLP and the quality and cost-effectiveness
of its audit and believe that it is in the Company's best interests that
Ernst & Young LLP be reappointed as the Company's auditor.
Ordinary Resolution 3 -- THAT the directors be authorised to determine
the auditor's remuneration
The Company's Articles provide that the ordinary business of the AGM
shall include fixing the remuneration of the auditor. For operational
efficiency and to enable the directors to negotiate fees with the
auditor, it is proposed that this authority be devolved to the
directors.
Ordinary Resolutions 4, 5 and 6 -- THAT Mr Andrew Henton, Mr Andrew
Howat and Ms Sylvie Sauton be re-appointed as directors of the Company.
At the AGM three separate ordinary resolutions will be proposed for the
re-election of the three current directors. All of the directors are
independent of the Investment Manager and its affiliates.
The present members of the Board are listed on page 2 of the AFR. As
stated on page 19 of the AFR, the Board evaluates its performance and
the performance of individual directors on an annual basis by reference
to the guidance set out in the UK Corporate Governance Code and believes
that the current mix of skills and experience of the directors is
appropriate to the requirements of BGHL.
Ordinary Resolution 7 -- THAT the remuneration of the directors be
approved to remain at the current levels.
The Articles provide that the directors shall be entitled to such
remuneration as the Board may determine, subject to an aggregate of
EUR150,000per annum or such higher amount as shall be approved by the
Company in general meeting. The directors' remuneration is as set out
on page 19 of the AFR. Notwithstanding that their aggregate
remuneration is significantly below the cap specified in the Articles
and that no increase in their remuneration is currently envisaged, the
Board is offering shareholders the opportunity to express their views on
the directors' remuneration pursuant to this resolution.
Special Resolution 8 - to authorise the Directors to make market
purchases of Shares
The Companies Law and the Articles provide the Board with authority to
arrange market purchases by the Company of its own shares, provided that
such market purchases have been approved by shareholders pursuant to a
special resolution. At the annual general meeting held on 28 June, 2019,
the Company's Shareholders authorised market repurchases of shares up to
an aggregate of 2,147,217 Euro Shares and 45,200 Sterling Shares or such
number as represented 14.99% of each class of shares in issue (excluding
shares held in treasury) on that date.
The aforementioned authority expires on the earlier of 30 September,
2021 or the conclusion of this AGM. At this AGM, the Board will be
seeking renewal of their authority to arrange market purchases by the
Company of its own shares. The maximum number of shares which it is
proposed that the Company be authorised to repurchase is 14.99% of each
class of shares in issue, which is the standard aggregate 14.99% limit
normally proposed by listed investment companies. If the proposed
special resolution is approved, such authority will remain valid until
the earlier of 30 September, 2021 or the conclusion of the following
annual general meeting.
The full text of the proposed special resolution is included in the
notice of the AGM. The Board considers that the proposed special
resolution is in the interests of the Company and its shareholders as a
whole. The Board engages with institutional shareholders both directly
and indirectly (via the Investment Manager and the retained broker). The
Board also regularly considers market dynamics and significant changes
in the share register. The Board monitors the discount to the prevailing
net asset value at which the Company's shares trade and wishes to have
the authority, when considered necessary or desirable, to repurchase its
own shares in the market to hold in treasury, which supports the share
price and is accretive to the net asset value of the remaining shares in
issue.
The Directors unanimously recommend that you vote in favour of the seven
proposed ordinary resolutions and the one proposed special resolution,
as they intend to do in respect of their own beneficial holdings.
Action to be taken by Shareholders
Shareholders will find enclosed with this document Forms of Proxy for
use at the AGM.
You are requested to complete and sign the Forms of Proxy and return
them, in accordance with the instructions printed thereon, to JTC
Registrars Limited, Ground Floor, Dorey Court, Admiral Park, St Peter
Port, Guernsey GY1 2HT or the proxy agent, F. Van Lanschot Bankiers N.V.
Beethovenstraat 300, Attn. Agency Services L3, 1077 WZ Amsterdam, PO Box
75666, 1070 AR, Amsterdam, The Netherlands (by e-mail to
proxyvoting@kempen.nl or by fax to +31 20 348 9549), as applicable, as
soon as possible and, in any event, so as to arrive by no later than 48
hours before the time appointed for the AGM.
For the reasons explained above, should shareholders wish to ask
questions of the directors, please send those by e-mail to the Secretary
at
https://www.globenewswire.com/Tracker?data=UbWrCoW0L9Bt80CiyEz61_oT8ID5XdAW23mhppvW7kBmD-0nv082owJStaSqxFqQDaRY5smMNnTqlbNa6zmcpkQWhqLIr1C5Iz_FcU_Lv_eglnGR0_CHr4mDiRE9x6X1
fundservicesgsy@jtcgroup.com or by post to the Secretary at its
registered office, Ground Floor, Dorey Court, Admiral Park, St Peter
Port, Guernsey GY1 2HT by no later than 9.30 a.m. on Monday, 27 July,
2020. Answers to questions submitted will be uploaded to the
"Shareholder Information" section of the Company's website as soon as
possible after the conclusion of the AGM.
Yours faithfully
Andrew Henton
Chairman
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of
the Company will be held at Ground Floor, Dorey Court, Admiral Park, St.
Peter Port, Guernsey on Wednesday, 29 July, 2020 at 9.30 a.m. for the
purpose of considering and, if thought fit, passing the following
resolutions:
Ordinary Business - Ordinary Resolutions
1. THAT the Company's annual report and audited financial
statements for the year ended 31 December, 2019 be
approved.
2. THAT Ernst & Young LLP be re-appointed as auditor
of the Company, to hold such office until the conclusion
of the next annual general meeting.
3. THAT the directors be authorised to agree the auditor's
remuneration.
4. THAT Mr Andrew Henton who, being eligible and having
offered himself for re-election, be re-appointed as
a director of the Company.
5. THAT Mr Andrew Howat who, being eligible and having
offered himself for re-election, be re-appointed as
a director of the Company.
6. THAT Ms Sylvie Sauton who, being eligible and having
offered herself for re-election, be re-appointed as
a director of the Company.
7. THAT the remuneration of the directors be approved
to remain at the current levels.
Special Business -- Special Resolution
8. THAT, in replacement for all previous authorities,
the Company be generally and, subject as hereinafter
appears, unconditionally authorised, in accordance
with section 315 (1)(a) of the Companies (Guernsey)
Law, 2008, as amended (the "2008 Law"), to make market
acquisitions (within the meaning of section 316 of
the 2008 Law) of shares ("Shares") in the capital
of the Company and to cancel such Shares or hold such
Shares as treasury shares, provided that:
a) the maximum number of Shares hereby authorised
to be purchased shall be up to an aggregate of the
lesser of (a) 2,147,217 Euro Shares and 45,200 Sterling
Shares or (b) such number as shall represent 14.99%
per cent. of each class of Shares in issue (excluding
Shares held in treasury), rounded down to the nearest
whole number, on the date on which this resolution
is passed;
b) the maximum price which may be paid for a Share
shall be the higher of (a) an amount equal to 105.00
per cent. of the average of the closing quotation
for a Share of the relevant class taken from and calculated
by reference to (i) in the case of the Euro Shares,
Euronext Amsterdam or (ii) in the case of the Sterling
Shares, the London Stock Exchange plc's Daily Official
List, as the case may be, for the five Business Days
immediately preceding the day on which the Shares
are purchased and (b) the higher of the price of the
last independent trade and highest current independent
bid on the relevant market when the purchase is carried
out, provided that the Company shall not be authorised
to acquire Shares at a price above the estimated prevailing
net asset value of the relevant class of Shares on
the date of purchase;
c) the minimum price which may be paid for a Share
shall be EUR0.01 or GBP0.01, as the case may be; and
d) unless previously varied, revoked or renewed, the
authority hereby conferred shall expire on the earlier
of 30 September, 2021 or the date of the next annual
general meeting of the Company, whichever is the earlier,
save that the Company may, prior to such expiry, enter
into a contract to purchase Shares under such authority,
and may make a purchase of Shares pursuant to any
such contract notwithstanding such expiry.
BY ORDER OF THE BOARD
Yours faithfully
For and on behalf of
JTC Fund Solutions (Guernsey) Limited
Secretary
Guernsey,30 June, 2020
Notes:-
1. All persons recorded on the register of members as holding shares in the
Company as at the close of business on Monday, 27 July2020 or, if the AGM
is adjourned, as at the close of business on Monday, 3 August, 2020,
shall be entitled to attend and vote (either in person or by proxy) at
the AGM and shall be entitled on a poll to one vote per share held.
2. A member of the Company entitled to attend and vote at the AGM is
entitled to appoint one or more proxies to exercise all of any of his
rights to attend and to speak and vote at the AGM instead of him. A proxy
need not be a member of the Company.
3. A member may appoint more than one proxy in relation to a meeting,
provided that each proxy is appointed to exercise the rights attached to
a different share or shares held by him.
4. For the convenience of members who may be unable to attend the AGM, a
Form of Proxy is enclosed with this document. To be valid, the Form of
Proxy must reach the registrar, JTC Registrars Limited, Ground Floor,
Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT not later than
48 hours before the time appointed for the AGM (or any adjourned AGM).
Any power of attorney or other authority under which the form of proxy is
signed must be sent with the form of proxy.
5. In the event that a form of proxy is returned without an indication as to
how the proxy shall vote on the resolutions, the proxy will exercise
their discretion as to whether and, if so, how they vote.
6. The quorum for the AGM is two members present in person or by proxy. If,
within half an hour from the appointed time for the AGM, a quorum is not
present, then the meeting will be adjourned to Wednesday, 5 August, 2020
at 9.30 a.m. at the same time and place. This Notice shall be deemed to
constitute due notice of any such adjourned AGM.
7. None of the directors has a contract of service with the Company.
8. Holders of shares with the following ISINs have the right to attend,
speak and vote at the AGM:
-- Euro Shares -- GG00B1FQG453
-- Sterling Shares -- GG00B39VMM07
Attachments
-- AGM Proxy Form re Euro shares held in Certificated form
https://ml-eu.globenewswire.com/Resource/Download/e663a892-411d-4bf6-9778-d15006eb30b3
-- AGM Proxy Form re Euroclear Nederland
https://ml-eu.globenewswire.com/Resource/Download/5e776a2d-b82e-46ea-b9b0-c9d69d589c5d
-- AGM Proxy Form re Stlg Shares
https://ml-eu.globenewswire.com/Resource/Download/1f9f2120-51a8-4109-8f1c-181d7c8b6ac4
(END) Dow Jones Newswires
June 30, 2020 12:00 ET (16:00 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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