TIDMAA4
RNS Number : 9246A
Amedeo Air Four Plus Limited
10 June 2016
10 June 2016
AMEDEO AIR FOUR PLUS LIMITED (THE "COMPANY")
ANNOUNCEMENT OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to any aspect of the
proposals referred to in this document or as to the action you
should take, you are advised to consult your stockbroker,
solicitor, accountant, or other professional adviser. If you have
sold or otherwise transferred all your shares in Amedeo Air Four
Plus Limited, please pass this document to the purchaser or
transferee, or to the person who arranged the sale or transfer for
transmission to the person who now holds shares in Amedeo Air Four
Plus Limited.
AMEDEO AIR FOUR PLUS LIMITED
A Guernsey incorporated company. Registration No.59675
Registered Office and place of business:-
Ground Floor, Dorey Court, Admiral Park, St Peter
Port, Guernsey GY1 2HT
TEL: 01481 702400 FAX: 01481 702407 E-mail: jtc@jtcgroup.com
10 June 2016
Dear Shareholder,
You will find set out on pages 2 to 4 of this document the
Notice convening the Annual General Meeting of the Company
(LSE:AA4, ISIN GG00BWC53H48) to be held at 10.30 a.m. on 8 July
2016 at Ground Floor, Dorey Court, Admiral Park, St Peter Port,
Guernsey GY1 2HT.
In accordance with The Companies (Guernsey) Law, 2008, as
amended (the "Law") the first annual general meeting of a company
must be held within 18 months of incorporation. As the Company was
incorporated on 16 January 2015, the first annual general meeting
of the Company must be held by 16 July 2016. The Law requires that
this Notice be sent to shareholders now in order for the due notice
period for the Annual General Meeting to be served.
In accordance with the Law, a copy of the most recent report and
accounts of a company must be tabled at each annual general
meeting. At this Annual General Meeting we are proposing that
shareholders receive the Annual Financial Report of the Company for
the period ended 31 March 2016.
Under normal circumstances the report and accounts of the
Company would accompany this Notice; however it is not possible for
the Company to do so in this instance as the report and accounts
have not yet been approved. However it is expected that the report
and accounts will have been approved on or around 27 June 2016 and
these will be posted out to shareholders and made available on the
Company's website www.aa4plus.com.
At the Annual General Meeting Mr Laurence Barron, a director of
the Company, will retire in accordance with the provisions of the
Company's Articles of Incorporation, and, being eligible, will
offer himself for re-election. The biography of Mr Barron can be
found on the Company's website.
A further explanation of the Ordinary Resolutions for
consideration at the Annual General Meeting can be found on page 4
of this circular.
Yours faithfully,
Robin Hallam
Chairman
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the
"AGM") of the voting Members of Amedeo Air Four Plus Limited (the
"Company") will be held at Ground Floor, Dorey Court, Admiral Park,
St Peter Port, Guernsey, GY1 2HT on 8 July 2016 at 10.30 a.m., to
consider and, if thought fit, pass the below resolutions.
Ordinary Resolutions:
1. To receive the Annual Financial Report for the period ended 31 March 2016.
2. To appoint Deloitte LLP as Auditor to the Company, to hold
office from the conclusion of the meeting until the conclusion of
the next general meeting to be held in 2017 under section 199 of
The Companies (Guernsey) Law, 2008, as amended, and to authorise
the directors to determine their remuneration.
3. To re-elect as a director Mr Laurence Barron, who retires in
accordance with the provisions of the Company's Articles of
Incorporation.
BY ORDER OF THE BOARD Registered Office:
JTC (Guernsey) Limited Ground Floor
Secretary Dorey Court
Admiral Park
10 June 2016 St Peter Port
Guernsey
GY1 2HT
Notes:
1. A shareholder will only be entitled to attend and vote at
this AGM if they are registered as holders of Shares as at 10.30
a.m. on 6 July 2016 or, if the AGM is adjourned, as at 48 hours
before the time of any adjourned AGM. This record time is being set
for the purpose of determining entitlements to attend and vote at
shareholder meetings.
2. A member entitled to attend and vote at the AGM is entitled
to appoint one or more proxies to vote instead of them. A proxy
need not be a member of the Company. Completion and return of the
form of proxy will not preclude members from attending or voting at
the AGM if they so wish.
3. More than one proxy may be appointed provided each proxy is
appointed to exercise the rights attached to different shares.
4. In accordance with the provisions of E.2.1 of the UK Code of
Corporate Governance it should be noted that a vote withheld is not
a vote in law and will not be counted in the calculation of the
proportion of the votes for and against each resolution.
5. A Form of Proxy is enclosed for use at the AGM. The Form of
Proxy should be completed in accordance with the instructions set
out therein and sent, together with the power of attorney or other
authority, if any, under which it is signed, or a notarially
certified copy of such power or authority, so as to reach the
Company's agent, for this purpose being, Anson Registrars Limited,
PO Box 426, Anson House, Havilland Street, St Peter Port, Guernsey
GY1 3WX not less than 48 hours before the time for holding the
AGM.
6. If the AGM falls to be adjourned because it is not quorate,
it will be adjourned to the same time and place seven days later or
to such other day and/or time and/or place as the directors of the
Company may determine, whereupon those shareholders then present in
person, by their representative or by proxy, shall form the quorum.
In the event of any such adjournment the Company will announce the
adjournment via a regulatory information service but no other
notification will be sent directly to shareholders.
7. Where there are joint registered holders of any shares such
persons shall not have the right of voting individually in respect
of such shares but shall elect one of their number to represent
them and to vote whether in person or by proxy in their name. In
default of such election the person whose name stands first on the
register of shareholders shall alone be entitled to vote.
8. On a poll votes may be given either personally or by proxy
and a shareholder entitled to more than one vote need not use all
his votes or cast all the votes he uses in the same way.
9. Any corporation which is a shareholder may by resolution of
its board of directors or other governing body authorise such
person as it thinks fit to act as its representative at the AGM.
Any person so authorised shall be entitled to exercise on behalf of
the corporation which he represents the same powers (other than to
appoint a proxy) as that corporation could exercise if it were an
individual shareholder.
10. As at 8 June 2016 (the latest practicable date prior to the
printing of this notice) the Company's issued share capital with
voting rights consisted of 302,000,000 redeemable ordinary shares
of no par value, all carrying one vote each per share.
11. Copies of the following documents are available for
inspection at the registered office of the Company during usual
business hours on any weekday (weekends and public holidays
excluded) and will be available for inspection at the place of the
AGM for 15 minutes before and during the AGM itself:
(a) copies of the non-executive directors' appointment letters;
and
(b) the Articles of Incorporation.
EXPLANATORY NOTES TO THE NOTICE OF AGM
At the AGM there are three ordinary resolutions which
shareholders will be asked to consider and, if thought fit,
approve. An explanation of each of these Resolutions is given
below. All resolutions are proposed as ordinary resolutions. An
ordinary resolution requires more than 50 per cent. of votes cast
at the AGM relating to that resolution to be cast in favour of it
for the resolution to be passed.
ORDINARY RESOLUTIONS
Resolution 1: Annual Report and Accounts
For each financial year the directors are required to present
the directors' report, the audited accounts and the auditors'
report to shareholders at a general meeting. Shareholders are asked
to receive the annual report and accounts of the Company for the
period ended 31 March 2016. The Law requires that the report and
accounts are laid before the General Meeting. Please refer to page
1 of this document for information relating to the availability of
the report and accounts.
Resolution 2: Appointment of Auditor
The Company has appointed the Auditor to continue until the
conclusion of the next general meeting to be held in 2017, under
section 199 of the Law, Deloitte LLP have indicated that they are
willing to continue to be the Company's Auditor for the next year.
You are asked to approve their re-appointment and to authorise the
Directors of the Company to determine their remuneration.
Resolutions 3: Re-election of Director
The Company's Articles of Incorporation require that any
Director who has been appointed either to fill a casual vacancy or
as an addition to the existing Directors shall be eligible for
re-election at the next annual general meeting preceding their
appointment.
Accordingly, Mr Laurence Barron, having been appointed as a
director of the Company on 2 June 2016 by the Board of directors,
must offer himself up for re-election; and the Board recommends his
re-election.
Brief biographical details of Mr Barron can be found on the
Company's website www.aa4plus.com.
AMEDEO AIR FOUR PLUS LIMITED
(Incorporated and registered in Guernsey with company number
59675)
FORM OF PROXY
Please read the Notice of Annual General Meeting and the notes
below before completing this form.
For use by holders of voting shares at the general meeting of
Amedeo Air Four Plus Limited (the "Company") convened for 10.30
a.m. on 8 July 2016, and at any adjournment thereof.
I/WE............................................................................................(Block
Letters)
OF
..........................................................................................................(Block
Letters)
being [a] member[s] of the Company, hereby appoint the Chairman
of the Meeting
*or.........................................................................................as
my/our proxy to vote for me/us on my/our behalf, as directed below
on the Resolutions to be proposed at the General Meeting of the
Company to be held on 8 July 2016 at 10:30 a.m., and at any
adjournment thereof.
*Note: If it is desired to appoint as proxy any person other
than the Chairman of the Meeting, his/her name and address should
be inserted in the relevant place and reference to the Chairman of
the meeting deleted and the alteration initialled.
I/WE direct the proxy to vote on the Resolutions as follows:
Ordinary Resolutions: FOR AGAINST WITHHELD
-------------------------------------- ---- -------- ---------
1. To receive the Annual Financial
Report for the period ended
31 March 2016.
-------------------------------------- ---- -------- ---------
2. To appoint Deloitte LLP as
Auditor to the Company, to hold
office from the conclusion of
this meeting until the conclusion
of the next general meeting
to be held in 2017 under section
199 of The Companies (Guernsey)
Law, 2008, as amended, and to
authorise the directors to determine
their remuneration.
-------------------------------------- ---- -------- ---------
3. To re-elect as a director
Mr Laurence Barron, who retires
in accordance with the provisions
of the Company's Articles of
Incorporation.
-------------------------------------- ---- -------- ---------
Please indicate with an X in the appropriate space how you wish
your vote to be cast. On receipt of the form duly executed and in
the absence of a specific direction, your proxy will vote or
abstain as he or she thinks fit on the resolutions.
Signed: ........................................
Dated:.......................................................
Notes:
1. If it is desired to appoint as proxy any person other than
the Chairman of the Annual General Meeting, his/her name and
address should be inserted in the relevant place and reference to
the Chairman of the meeting deleted and the alteration
initialled.
2. If the shareholder is a corporation, this form must be
executed under its common seal or under the hand of its duly
authorised officer or attorney.
3. Where there are joint registered holders of any shares such
persons shall not have the right of voting individually in respect
of such shares but shall elect one of their number to represent
them and to vote whether in person or by proxy in their name. In
default of such election the person whose name stands first on the
register of shareholders shall alone be entitled to vote.
4. Any alterations to this form of proxy should be initialled by the person who signs it.
5. The Form of Proxy should be completed in accordance with the
instructions set out therein and sent, together with the power of
attorney or other authority, if any, under which it is signed, or a
notarially certified copy of such power or authority, so as to
reach the Company's agent, for this purpose being, Anson Registrars
Limited, PO Box 426 Anson House, Havilland Street, St Peter Port,
Guernsey GY1 3WX not later than 10.30 a.m. on 6 July 2016.
6. Completing and returning a form of proxy will not prevent a
member from attending in person at the meeting and voting should he
or she so wish.
7. Should you wish to vote in respect of a specific number of
shares please indicate with that number in place of an X in the
appropriate space.
8. A shareholder entitled to exercise more than one vote need
not cast all his or her votes in the same way.
9. In accordance with the provisions of E.2.1 of the UK Code of
Corporate Governance it should be noted that a vote withheld is not
a vote in law and will not be counted in the calculation of the
proportion of the votes for and against each resolution.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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