TIDMDVT
RNS Number : 2554Y
daVictus plc
07 September 2020
Notice of
Annual General meeting
DAVICTUS PLC
(Incorporated and registered in Jersey with registered Company
Number: 117716)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
shareholders of DAVICTUS PLC (the "Company") will be held at Suite
2B-25-2, 25th Floor, Block 2B, Plaza Sentral, Jalan Stesen 5, 50470
Kuala Lumpur, Malaysia on the 30(th) September 2020 at 4 p.m.
Malaysian Time (GMT), to propose the resolutions set out below.
Copies of the Company's Audited Financial Statements, together
with the Reports of the Directors and the Auditor, for the year
ended 31 December 2019 can be obtained at the "Investor Relations"
tab of the Company's website, www.davictus.co.uk.
ORDINARY RESOLUTIONS:
As ordinary business to consider and, if thought fit, to pass
the following resolutions, each of which will be proposed as an
ordinary resolution:
1. That the Company's Audited Financial Statements, together
with the Reports of the Directors and the Auditor, for the year
ended 31 December 2019 be received, considered and approved;
2. That Abd Hadi bin Abd Majid, who shall retire from the board
by rotation, be re-appointed as a director of the Company;
3. That Robert Logan Pincock, who shall retire from the board by
rotation, be re-appointed as a director of the Company;
4. That Maurice James Malcolm Groat, who shall retire from the
board by rotation, be re-appointed as a director of the
Company;
5. That Crowe U.K. LLP be re-appointed as auditor of the Company
to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at which accounts are
laid before the Company;
6. That the Directors be authorised to determine the remuneration of the auditor;
7. THAT the Directors be and are hereby generally and
unconditionally authorised to exercise all of the powers of the
Company to allot Relevant Securities (as such capitalized term is
defined in the articles of association of the Company (the "
Articles ") on such terms and to such persons as the directors may
determine in their absolute discretion from time to time and to
undertake all such acts as may be necessary or desirable for the
allotment of such Relevant Securities PROVIDED THAT;
a) A maximum number of 1,215,000 ordinary shares (representing
10% of the share capital of the Company as at the date of this
notice) may only be allotted pursuant to this resolution;
b) Such authority to expire on the earlier date of the next
Annual General Meeting of the Company or the date occurring 15
months from the passing of this resolution, save that the expiry of
this authority shall not affect the allotment of Relevant
Securities after the expiry of this authority where such allotment
is made pursuant to an offer or agreement pursuant to this
authority; and
8. THAT in addition to any authority pursuant to Resolution 7
above the Directors be and are hereby generally and unconditionally
authorised pursuant to article 25.2 of the Articles, to exercise
all of the powers of the Company to allot Relevant Securities for
cash (as defined in article 1.1 of the Articles) such power being
limited to the allotment or sale in relation to rights issues and
otherwise in such number to such persons and on such terms as the
directors may determine in their absolute discretion from time to
time, up to a maximum number of 1,215,000 ordinary shares
(representing 10% of the issued share capital of the Company) and
to undertake all such acts as may be necessary or desirable for the
allotment of such Relevant Securities (as defined in article 1.1 of
the Articles) such authority to expire on the earlier date of the
next Annual General Meeting of the Company or the date occurring 15
months from the passing of this resolution, save that the expiry of
this authority shall not affect the allotment of Relevant
Securities after the expiry of this authority where such allotment
is made pursuant to an offer or agreement made pursuant to this
authority.
SPECIAL RESOLUTIONS:
As special business to consider and, if thought fit, to pass the
following resolutions which are proposed as special
resolutions.
9. THAT the Directors be and are hereby generally and
unconditionally empowered, pursuant to article 26.8 of the
Articles, to allot Equity Securities (as defined in article 1.1 of
the Articles) pursuant to the authority conferred by resolutions 7
and 8 above, as if article 26.1 of the Articles did not apply to
such allotment, provided that this power shall be limited to the
allotment of Equity Securities:
a) in connection with an offer by way of a rights issue to
holders of shares in the Company in proportion (as nearly as may be
practicable) to their respective holdings, but subject to such
exclusions or other arrangements as the directors may 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;
b) pursuant to any authority granted pursuant to Resolution 7
above
c) otherwise than pursuant to sub- paragraph (a) and (b) up to
an aggregate number of 1,215,000 ordinary shares;
and shall expire on the earlier of the date of the next Annual
General Meeting of the Company and the date occurring 15 months
from the passing of 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 after such power expires
and the Directors may allot Equity Securities in pursuance of such
offer or agreement notwithstanding that the power conferred by this
resolution has expired.
BY ORDER OF THE BOARD
For and on behalf of
JTC (Jersey) Limited
as Company Secretary
28 Esplanade
St Helier, Jersey, JE2 3QA
Channel Islands
DATED 7 September 2020
NOTES:
1. As a member of the Company you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote on your behalf at a general meeting of the Company.
2. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. To appoint as your proxy a
person other than the Chairman of the meeting, insert their full
name in the box on your proxy form. If you sign and return your
proxy form with no name inserted in the box, the Chairman of the
meeting will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible for
ensuring that they attend the meeting and are aware of your voting
intentions. If you wish your proxy to make any comments on your
behalf, you will need to appoint someone other than the Chairman
and give them the relevant instructions directly.
3. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. In the
event of a conflict between a blank proxy form and a proxy form
which states the number of shares to which it applies, the specific
proxy form shall be counted first, regardless of whether it was
sent or received before or after the blank proxy form, and any
remaining shares in respect of which you are the registered holder
will be apportioned to the blank proxy form. You may not appoint
more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy you must complete a separate Form of
Proxy for each proxy or, if appointing multiple proxies
electronically, follow the instructions given on the relevant
electronic facility. Members can copy their original Form of Proxy,
or additional Forms of Proxy can be obtained from Computershare
Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater
Road, Bristol, BS99 6ZY or Company's website
(www.davictus.co.uk)
4. The return of a completed proxy form, other such instrument
or any CREST proxy instruction (as described in note 13 below) does
not preclude you from attending the meeting and voting in person.
If you have appointed a proxy and attend the meeting in person,
your proxy appointment will automatically be terminated.
5. To direct your proxy how to vote on the resolutions mark the
appropriate box on your proxy form with an 'X'. To abstain from
voting on a resolution, select the relevant "Vote withheld" box. A
vote withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation
to any other matter which is put before the meeting.
6. To be valid any proxy form or other instrument appointing a proxy must be:
6.1 completed and signed;
6.2 sent or delivered to Computershare Investor Services
(Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol,
BS99 6ZY ;
6.3 received by Computershare Investor Services (Jersey) Limited
no later than 4 p.m. (BST), on 28 September 2020
6.4 received in electronic form via email at
agm2020@davictus.co.uk no later than 4 p.m. (BST), on 28 September
2020
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
8. In the case of a member which is a company, your proxy form
must be executed under its common seal or signed on its behalf by a
duly authorised officer of the Company or an attorney for the
Company.
9. Any power of attorney or any other authority under which your
proxy form is signed (or a duly certified copy of such power or
authority) must be included with your proxy form.
10. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
11. You may not use any electronic address provided in your
proxy form to communicate with the Company for any purposes other
than those expressly stated.
12. The issued share capital of the Company consists of
12,150,000 ordinary shares, carrying, on a poll vote, one vote
each. Therefore, the total number of voting rights of the Company
on a poll vote is 12,150,000
13. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Annual General Meeting and any adjournment(s) thereof 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 voting service provider should refer to their CREST
sponsors or voting service provider(s), who will be able to take
the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of
CREST 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 instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the Company's agent, Computershare Investor
Services (Jersey) Limited (CREST Participant ID: 3RA50 ), no later
than 48 hours, excluding any day that is not a business day, before
the time appointed for the meeting. 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 Company's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or
voting service provider should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any
particular messages. 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 takes) 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 sponsor or voting service provider are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
14. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in article 34 of the Companies
(Uncertificated Securities) (Jersey) Order 1999.
15. Only those members entered on the register of members of the
Company by the close of business in Jersey on 30 July 2019 or, in
the event that this meeting is adjourned, in the register of
members as at the close of business in Jersey on the day two days
before the date of any adjourned meeting, shall be entitled to
attend and vote at the meeting in respect of the number of ordinary
shares registered in their names at that time. Changes to the
entries on the register of members after the close of business in
Jersey on 28 September 2020 or, in the event that this meeting is
adjourned, in the register of members before the close of business
on the day two days before the date of the adjourned meeting, shall
be disregarded in determining the rights of any person to attend or
vote at the meeting.
16. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
17. Any member attending the meeting has the right to ask
questions. The Company has to answer any questions raised by
members at the meeting which relate to the business being dealt
with at the meeting unless:
17.1 to do so would interfere unduly with the preparation for
the meeting or involve the disclosure of confidential or 'inside'
information;
17.2 the answer has already been given on a website in the form
of an answer to a question; or
17.3 it is undesirable in the interests of the Company or the
good order of the meeting to answer the question.
18. Any shareholder may individually rescind their approval of
the Company sending notices or other documentation to them by
electronic means by notice in writing to the Company at 28
Esplanade, St Helier, Jersey, JE2 3QA .
http://www.rns-pdf.londonstockexchange.com/rns/2554Y_1-2020-9-7.pdf
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END
NOALDLFBBKLXBBF
(END) Dow Jones Newswires
September 07, 2020 08:35 ET (12:35 GMT)
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