12
February 2024
For
Immediate
Release
Everest
Global
plc
("EG"
or
the
"Company")
Notice
of
General
Meeting
Everest
Global Plc announces that its Notice of General Meeting ("GM") and
Form of Proxy ("Proxy"), has been posted to shareholders today. The
letter from the Chief Executive Officer is appended to this
announcement and sets out the details of the General
Meeting.
Both the
Notice of GM and the Proxy will shortly be uploaded to the National
Storage Mechanism and will be available
at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-
storage-mechanism.
These
documents,
are
also
available
on
the
Company's
website
at:
www.everestglobalplc.com and
in
hard copy
to
shareholders
upon
request
to
the
Company
Secretary
at
the
offices
of
Keystone
law,
1st Floor,
48 Chancery Lane, London, WC2A
1JF.
The
Company's
GM
will
be
held
at
the
offices
of
Keystone
law,
1st
Floor,
48
Chancery
Lane,
London, WC2A 1JF at 11am on
28 February 2024.
The
Directors
of
the
Company
take
responsibility
for
the
contents
of
this
announcement.
|
For
further
information
please
contact
the
following:
|
|
|
Everest
Global
plc
|
|
Andy
Sui,
Chief
Executive
Officer
|
+44
(0)
776
775
1787
|
|
Rob
Scott,
Non-Executive
Director
|
+27
(0)84
6006
001
|
Details
of Meeting
I am
pleased to be writing to you with details of a General Meeting
("GM")
which we are holding at the offices Keystone law, 1st Floor, 48
Chancery Lane, London, WC2A 1JF at
11am on 28
February 2024.
In the notice of our last Annual General Meeting we explained that,
following the resignation of the company's auditor, Jeffreys Henry, the company was in the process
of appointing a new auditor.
As a result, the accounts for the year ending 31 October 2022 were delayed.
The resignation of Jeffreys Henry
was due to their withdrawal from auditing Public Interest Entity
(PIE) companies such as Everest Global plc.
We circulated to shareholders a copy of Jeffreys Henry's letter of resignation, which
has been filed at the Companies Registry, which confirms that there
are no circumstances connected with their resignation which they
consider should be brought to the attention of the company's
members or creditors.
We are pleased to have appointed RPG Crouch Chapman LLP as our
auditors who audited our accounts for the year ending 31 October 2022 for the company, a copy of which
are enclosed with this notice.
As at the 6 months ended 30 April
2023, and as explained in the prospectus issued by the
company on 31 October 2023, the value
of the Company's net assets is less than half of its called-up
share capital. In such circumstances, the directors are required
under section 656 of the Companies Act 2006 to convene a general
meeting of the Company for the purpose of considering whether any,
and if so what, steps should be taken in relation to the
situation.
Accordingly, this matter will be discussed at this
GM.
The Board welcomes dialogue with the Company's shareholders, and
the GM will provide a forum for such discussions to take place, but
no resolutions will be proposed at the GM in relation to the
serious loss of capital.
The formal notice of GM is set out on pages 4 to 6 of the Notice of
GM. A copy of this notice is available at
www.everestglobalplc.com.
If you would like to vote on the resolutions, but cannot come to
the GM, please fill in the proxy form sent to you with this notice
and return it in accordance with the instructions printed on the
form as soon as possible. It must be received by 11am on 26 February
2024.
Summary and explanation of the resolutions
proposed.
Resolutions 1 to 5 will be proposed as ordinary
resolutions.
This means that for each of those resolutions to be passed more
than half of the votes cast must be in favour of the
resolution.
A summary
of the resolutions proposed is set out on page 7 of the Notice of
GM.
Recommendation
The
directors consider that all the resolutions to be put to the
meeting are in the best interests of the Company and its
shareholders as a whole. Your board will be voting in favour of
them and unanimously recommend that you vote in favour of
them.
My board
colleagues and I thank you for your support.
Yours
faithfully
Andy Sui
Chief
Executive Officer
Summary
of the resolutions proposed
Resolution 1 - To receive the Annual Report and
Accounts
It is
proposed to receive the annual accounts for the period ended
31 October 2022, together with the
reports of the directors and auditors;
Resolutions 2 and 3 -Appointment of auditors and auditor's
remuneration
The board recommends the confirmation of the appointment of
RPG Crouch Chapman LLP
as auditors, to hold office until the next meeting at which
accounts are laid. Resolution 3 is a separate resolution which will
grant authority to the directors to determine the Auditor's
remuneration.
Resolutions
4 and 5 - Directors' remuneration policy and remuneration
report
In resolution 4 shareholders are asked to approve the directors'
remuneration policy. This is set out on pages 16 of the annual
accounts and reports for the year ended 31
October 2022
In resolution 5 shareholders are asked to approve the remainder of
the directors' remuneration report, excluding the directors'
remuneration policy. This is set out on pages 16 and 17 of the
annual accounts and reports for the year ended 31 October 2022.
Resolution 5 is an advisory vote.