Transcription of C Users rxd AppData Local Temp Workshare …
1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubtas to the action you should take, or the contents of this document, you are recommended to seek yourown professional financial advice immediately from your stockbroker, bank manager, solicitor,accountant, fund manager or other independent financial adviser duly authorised under the FinancialServices and Markets Act 2000 who specialises in advising on the acquisition of shares and you have recently sold or transferred all of your shares in the Company, please forward this document,together with the accompanying documents.
2 As soon as possible either to the purchaser or transferee or to theperson who arranged the sale or transfer so they can pass these documents to the person who now holds document should be read as a whole. Your attention is drawn to the letter from the Chairman of theCompany which is set out in this document, which includes the recommendation from the Company'sNominated Advisor,Northland Capital Partners Limited, that you vote in favour of the Resolution to be proposedat the General Meeting referred to Plc(Incorporated in England and Wales with registered number 9095860)Notice of General MeetingNorthland Capital Partners LimitedNominated AdviserNotice of a General Meeting of the Company to be held at 11.
3 15 on 31 January 2018 at theoffices of Hudson Sandler Limited, 29 Cloth Fair, London, EC1A 7NN is set out at the end of you are a shareholder who is entitled to attend and vote at the meeting, you are entitledto appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting andyou should have received a proxy form with this notice of meeting. You can only appoint a proxy usingthe procedures set out in the notes to the Notice on page 13 to this of a proxy does not preclude you from attending the meeting and voting in person. If youhave appointed a proxy and attend the meeting and vote in person, your proxy appointment willautomatically be person has been authorised to give any information or make any representation other than thosecontained in this document and, if given or made, such information or representation must not berelied on as having been so authorised.
4 The delivery of this document shall not, under anycircumstances, create any implication that there has been no change in the affairs of the Companysince the date of this document or that the information in it is correct as at any subsequent 1 CONTENTSEXPECTED TIMETABLE OF PRINCIPAL EVENTS 2 DEFINITIONS 3 PART I LETTER FROM THE CHAIRMAN 5 PART II BUSINESS OF THE GENERAL MEETING 8 PART III NOTICE OF GENERAL MEETING 12 EXPECTED TIMETABLE OF PRINCIPAL EVENTSTime and DatePublication of this document 12 January 2018 Latest time for receipt of individual forms of proxy for General Meeting.
5 11:15 January 2018 Voting record date6:00 on29 January 2018 General Meeting11:15 on31 January 2018 Future times and dates are indicative only and are subject to change by the Company. If the expectedtimetable of events changes from the above, the Company will release an announcement to to time in this document are to 2 DEFINITIONSThe following definitions apply throughout this document unless the context otherwise requires:Act means the Companies Act 2006;AIM means AIM, the market operated by the London Stock Exchange;AIM Rulesmeans the AIM Rules for Companies as issued by the London Stock Exchange, fromtime to time;Board or Directors means the Executive Directors and the Non-Executive Directors;Company means Bilby Plc.
6 CREST means the paperless settlement procedure operated by Euroclear enabling system securitiesto be evidenced otherwise than by certificates and transferred otherwise than by written instrument;CREST Manual means the rules governing the operation of CREST as published by Euroclear;Directors Deed of Release means a deed of release by which the Company waives any rights tomake claims against Former Directors and Directors in respect of the Relevant Distributions;Executive Directors means the executive directors of the Company, being Philip John Copolo, DavidThomas Ellingham and Leigh Copolo;Former Directors means Katie Elaine O'Reilly and Darren Dunnett;General Meeting means the general meeting of the Company, to be held at 11:15 on 31 January2018 at the offices of Hudson Sandler Limited, 29 Cloth Fair, London, EC1A 7NN, or any adjournmentthereof, notice of which is set out in Part III of this document.
7 HMRC means Her Majesty s Revenue IFRS means the International Financial Reporting Standards promulgated by the InternationalAccounting Standards Board (which includes standards and interpretations approved by theInternational Accounting Standards Board and International Accounting Standards issued underprevious constitutions), together with its pronouncements thereon from time to time, as adopted by theEuropean Union;Nominated Advisormeans Northland Capital Partners Limited of 60 Gresham Street, 4th Floor,London, EC2V 7BB;Non-Executive Directors means the non-executive directors of the Company, being Sangita VadilalManilal Shah and David Edward Johnson;Notice means the Notice of General Meeting set out in Part III of this document;Ordinary Shares means ordinary shares of 10 pence each in the capital of the Company;Recipient Shareholder means a shareholder of the Company who has received one or more of theRelevant Distributions.
8 LBAC/ 3 Relevant Distribution means each of:the interim dividend for the six month period ended 30 September 2015 of pence per(a)Ordinary Share totalling an amount of 256,858 paid on 15 January 2016;the final dividend for the financial year ended 31 March 2016 of pence per Ordinary(b)Share totalling an amount of 794,594 paid on 9 September 2016;the interim dividend for the six month period ended 30 September 2016 of pence per(c)Ordinary Share totalling an amount of 99,324 paid on 3 February 2017; andthe final dividend for the financial year ended 31 March 2017 of pence per Ordinary(d)Share totalling an amount of 598,452 paid on 31 August 2017;Resolution means the resolution to be proposed at the General Meeting, the full text of which is setout in the notice of General Meeting set out in Part III of this document.
9 AndShareholders Deed of Release means a deed of release in favour of all shareholders who appearedon the register of members on the record date for each of the Relevant Distributions from any and allclaims which the Company has or may have in respect of the payment of those Relevant 4 LBAC/ 5 PART I LETTER FROM THE CHAIRMAN(Incorporated in England and Wales, with registered no. 09095860)Directors:Leigh CopoloSangita Vadilal Manilal ShahDavid Edward JohnsonPhilip John CopoloDavid Thomas EllinghamAddress:Bilby Plc6-8 Powerscroft RoadSidcupKent, DA14 5DT12 January 2018 Dear Shareholder,Notice of General announced on 21 December 2017, the Board has become aware of a technical issue in respect ofthe payment of the following dividends:the interim dividend for the six month period ended 30 September 2015 of pence per(a)Ordinary Share totalling an amount of 256,858 paid on 15 January 2016.
10 The final dividend for the financial year ended 31 March 2016 of pence per Ordinary(b)Share totalling an amount of 794,594 paid on 9 September 2016;the interim dividend for the six month period ended 30 September 2016 of pence per(c)Ordinary Share totalling an amount of 99,324 paid on 3 February 2017; andthe final dividend for the financial year ended 31 March 2017 of pence per Ordinary(d)Share totalling an amount of 598,452 paid on 31 August 2017, (together, the Relevant Distributions).The Act provides that a public company may pay a dividend out of its distributable profits as shown inthe last accounts circulated to members or, if interim accounts are used, those that have been filed atCompanies House.