TIDMTAW
RNS Number : 0771E
Tawa PLC
24 May 2012
Tawa plc
24 May 2012
Tawa plc
('Tawa' or the 'Company')
Posting of Accounts and Notice of Annual General Meeting
The Company announces that it has today posted to shareholders
its annual report and accounts for the year ended 31 December 2011
and notice convening the annual general meeting ('AGM') of the
Company, the text of which is reproduced below.
Copies of the report and accounts are available from Tawa's
website (www.tawaplc.co.uk) in accordance with Rule 26 of the AIM
Rules for Companies.
NOTICE OF AGM
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Tawa
plc (the "Company") will be held at 12 noon on Thursday, 21 June
2012 at the offices of CCT Venues, 2(nd) floor, Isis Building, 193
Marsh Wall, London E14 9SG for the following purposes:
RESOLUTIONS
To consider and, if thought fit, to pass the following
resolutions, of which numbers 1 to 11 will be proposed as ordinary
resolutions and numbers 12 to 14 as special resolutions.
1 To receive the Company's financial statements for the year
ended 31 December 2011, together with the reports of the directors
and auditors.
2 To declare that no final dividend be paid in respect of the year ended 31 December 2011.
3 To approve the Directors' Remuneration Report for the year ended 31 December 2011.
4 To re-elect Colin Bird as a director of the Company.
5 To re-elect Tim Carroll as a director of the Company.
6 To re-elect Gilles Erulin as a director of the Company.
7 To re-elect Anthony Hamilton as a director of the Company.
8 To re-elect Gilles Pagniez as a director of the Company.
9 To reappoint the auditors of the Company, Mazars LLP, to hold
office until the conclusion of the next general meeting at which
accounts are laid before the Company and to authorise the directors
to fix the auditors' remuneration.
10 POLITICAL DONATION
That in accordance with section 366 of the Companies Act 2006
(the "Act") the Company and all the companies that are the
Company's subsidiaries at any time during the period for which this
resolution has effect be authorised to:
(i) make political donations (as defined in section 364 of the
Act) to political parties (as defined in section 363 of the Act) in
aggregate not exceeding GBP50,000;
(ii) make political donations (as defined in section 364 of the
Act) to political organisations other than political parties (as
defined in section 363 of the Act) in aggregate not exceeding
GBP50,000;
(iii) incur political expenditure (as defined in section 365 of
the Act) in aggregate not exceeding GBP50,000,
in each case during the period from the date of the passing of
this resolution and expiring at the conclusion of the next annual
general meeting of the Company or 15 months from the date of the
passing of this resolution, whichever is the earlier. In any event,
the aggregate amount of political donations and political
expenditure made or incurred by the Company and its subsidiaries
pursuant to this resolution shall not exceed GBP150,000.
11 ALLOTMENT OF SHARES
That the directors be generally and unconditionally authorised
pursuant to section 551 of the Act to allot shares (as defined in
section 540 of the Act) or grant rights to subscribe for or to
convert any security into shares of the Company up to a maximum
aggregate nominal value of GBP5,094,550 provided that:
(i) this authority will expire at the conclusion of the next
annual general meeting or, if earlier, 15 months from the date of
the passing of this resolution, unless previously revoked, varied
or renewed by the Company in general meeting;
(ii) before this authority expires, the Company may make an
offer or agreement which would or might require shares in the
Company to be allotted, or rights to subscribe for or convert any
security into shares to be granted, after such expiry and the
directors may allot shares and grant rights to subscribe for or
convert any security into shares pursuant to such an offer or
agreement as if the authority had not expired; and
(iii) all prior authorities to allot equity securities pursuant
to section 551 of the Act or otherwise be revoked but without
prejudice to the allotment of any equity securities already made or
to be made pursuant to such authorities.
12 DISAPPLICATION OF PRE-EMPTION RIGHTS
That, provided that resolution 11 in the notice of this meeting
has been passed, the directors be granted power pursuant to section
570 of the Act to allot equity securities (within the meaning of
section 560(1) of the Act) for cash as if sub-section (1) of
section 561 of the Act did not apply to any such allotment provided
that this power shall be limited to:
(i) the allotment of equity securities in connection with any
invitation made to holders of ordinary shares and holders of other
securities of the Company to the extent expressly required and (if
considered appropriate by the directors) permitted by the rights
attached thereto and made to any other persons entitled to
participate in such allotment from time to time to subscribe by way
of rights, open offer or otherwise where equity securities
respectively attributable to the interests of holders of ordinary
shares and (if applicable) holders of other securities and such
other persons are respectively proportionate (as nearly as may be)
to the respective number of ordinary shares and (if applicable)
other securities held or deemed held by them on the record date of
such allotment subject to such exclusions or other arrangements as
the directors may deem necessary or expedient to deal with
fractional entitlements or legal or practical problems under the
laws of, or the requirements of, any regulatory body or any stock
exchange or otherwise in any territory;
(ii) the allotment for cash (otherwise than pursuant to
sub-paragraph (i) above) of equity securities up to an aggregate
nominal amount of GBP5,094,550,
and this authority shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, 15 months
from the date of the passing of this resolution unless previously
varied, revoked or renewed by the Company in general meeting
provided that the Company may before such expiry make any offer or
agreement which would or might require equity securities to be
allotted after such expiry and the directors may allot equity
securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired and all prior authorities granted
pursuant to section 570 of the Act or otherwise shall be revoked
but without prejudice to the allotment of equity securities already
made, or to be made, pursuant to such authorities.
13 AUTHORITY FOR MARKET PURCHASES
That the Company be generally and unconditionally authorised in
accordance with section 701 of the Act to make market purchases
(within the meaning of section 693 of the Act) of its own ordinary
shares in such manner and upon such terms as the directors may
determine, provided that:
i. the maximum number of ordinary shares hereby authorised to be
purchased is 11,598,716, representing 10% of the current issued
share capital of the Company;
ii. the minimum price, exclusive of any expenses, which may be
paid for an ordinary share is GBP0.05p;
iii. the maximum price, exclusive of any expenses, which may be
paid for any such share is GBP1.13p; and
iv. this authority shall expire on the earlier of the conclusion
of the next annual general meeting of the Company or 15 months
after the date on which this resolution is passed save that the
Company may before such expiry make an offer or agreement for the
purchase of ordinary shares, which would or might be executed
wholly or partly after such expiry, and may make purchases of
ordinary shares in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
14 NOTICE OF GENERAL MEETINGS
That the Company be generally and unconditionally authorised to
hold general meetings, other than annual general meetings, on
fourteen clear days' notice from the date of the passing of this
resolution and expiring on the earlier of the conclusion of the
next annual general meeting of the Company or 15 months after the
date on which this resolution is passed.
By order of the Board
Christopher Jones
Company Secretary
15 May 2012
Registered office:
The Isis Building
193 Marsh Wall
London
E14 9SG
NOTES
1 A shareholder entitled to attend and vote at the annual
general meeting convened by this Notice or any adjournment thereof
is entitled to appoint one or more proxies (provided that if two or
more proxies are appointed they must be appointed to exercise
rights over different ordinary shares) to attend and to speak and
vote instead of him. A proxy need not be a member of the Company. A
space has been included on the form of proxy to allow members to
specify the number of shares in respect of which that proxy has
been appointed. Members who return the form of proxy duly executed
but leave this space blank will be deemed to have appointed the
proxy in respect of all of their shares.
2 To be effective, the enclosed form of proxy, together with any
power of attorney or other authority under which it is signed, must
be lodged at the office of the Company's registrars at
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY by 12 noon on 19 June 2012. Completion and
return of a form of proxy will not preclude shareholders from
attending the annual general meeting and voting in person if they
wish to do so.
3 Pursuant to Regulation 41 of The Uncertificated Securities
Regulations 2001, entitlement to attend and vote at the annual
general meeting and the number of votes that may be cast thereat
will be determined by reference to the register of members of the
Company at close of business on the day that is two days before the
meeting. Changes to entries on the register of members after that
time shall be disregarded in determining the rights of any person
to attend and vote at the annual general meeting.
4 Members or those who do not have a form of proxy and believe
that you should have one and wish to appoint more than one proxy
and require additional forms should photocopy the form of proxy as
required. Such members should also read the instructions contained
in the notes on the form of proxy.
5 In order to facilitate voting by corporate representatives at
the meeting, arrangements will be put in place at the meeting so
that:
(i) If a corporate shareholder has appointed the Chairman of the
meeting as its corporate representative to vote on a poll in
accordance with the directions of all of the other corporate
representatives for that shareholder at the meeting, unless each of
the corporate representatives has been specifically appointed to
vote in respect of different blocks of shares, then on a poll those
corporate representatives will give voting directions to the
Chairman and the Chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions;
and
(ii) If more than one corporate representative for the same
corporate shareholder attends the meeting but the corporate
shareholder has not appointed the Chairman of the meeting as its
corporate representative, unless each of the corporate
representatives has been specifically appointed to vote in respect
of different blocks of shares, a designated corporate
representative will be nominated from those corporate
representatives who attend and who will vote on a poll, and the
other corporate representatives will give voting directions to that
designated corporate representative. Corporate shareholders are
referred to the guidance issued by the Institute of Chartered
Secretaries and Administrators on proxies and corporate
representatives (www.icsa.org.uk) for details of this procedure.
The guidance includes a sample form of appointment letter if the
Chairman is being appointed as described in (i) above.
6 A vote "withheld" option is provided on the form of proxy to
enable you to instruct your proxy not to vote on any particular
resolution. However, it should be noted that a vote withheld in
this way is not a "vote" in law and will not be counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
7 If the Chairman, as a result of any proxy appointments, is
given discretion as to how the votes the subject of those proxies
are cast and the voting rights in respect of those discretionary
proxies, when added to the interests in the Company's securities
already held by the Chairman, result in the Chairman holding such
number of voting rights that he has a notifiable obligation under
the FSA's Disclosure and Transparency Rules, the Chairman will make
the necessary notifications to the Company and the FSA. As a
result, any member holding 3% or more of the voting rights in the
Company who grants the Chairman a discretionary proxy in respect of
some or all of those voting rights and so would otherwise have a
notification obligation under the Disclosure and Transparency
Rules, need not make a separate notification to the Company and the
FSA.
8 As at the date of this notice, the Company's issued share
capital consists of 115,987,164 ordinary shares with a nominal
value of 10p each with voting rights of which 2,611,987 ordinary
shares are held in Treasury.
9 A copy of all directors' service contracts for periods in
excess of one year are available for inspection during normal
business hours at the offices of Tawa, The Isis Building, 193 Marsh
Wall, London E14 9SG until the close of the annual general meeting
on Thursday, 21 June 2012.
EXPLANATION OF BUSINESS
The Notice of the Meeting contains some items of business which
are of a technical nature. These are explained below.
RESOLUTIONS 4 TO 8
The Company has been reviewing with its advisors areas of the
organisation that could benefit from simplification or adaptation
in order that they are aligned to the Company's size and current
stage of development while ensuring an appropriate balance of
executive and independent non--executive directors, proper
governance and protection of all its stakeholders. As a result of
that review, consideration is being given to dividing the current
Board into a formal board and an advisory board. The role of the
advisory board would be to assist the Company and its management
team in (1) establishing its strategic goals; (2) assessing growth
opportunities; and (3) long term planning.
In view of the consideration being given to dividing the Board,
and based on the Company's policy that all members of the Board
retire and offer themselves for re-election each year, all
directors are retiring and only Colin Bird, Tim Carroll, Gilles
Erulin, Anthony Hamilton and Gilles Pagniez are seeking
re--election at this meeting.
Each re--election will be put as a separate resolution.
Detailed biographies of the directors are on the Company's
website www.tawaplc.co.uk.
Colin Bird, Chairman, joined the Board in June 2007 and was
appointed Chairman on 8 October 2010. He is also responsible for
the Tawa UK insurance companies, being the Chief Executive Officer
of CX Reinsurance Company Ltd, KX Reinsurance Company Ltd and OX
Reinsurance Company Ltd. Prior to forming Tawa in 2001, he was a
senior partner in PricewaterhouseCoopers and a member of
PricewaterhouseCoopers' Global Supervisory Board.
Tim Carroll joined the Board in March 2011. He is a renowned
international business leader, with significant London Market and
Lloyd's experience, including roles as CEO of Swiss Re's UK holding
company, CEO Europe of GE Insurance Solutions and US President and
CEO of GE Reinsurance Inc. Tim has held a number of high profile
industry positions including President of the Insurance Institute
of London and Chairman of the steering group for the London
Market's 'Electronic Placement Support' project. He received the
Chartered Insurance Institute's medal for distinguished service in
2008. He is a member of the Company's Audit Committee and
Remuneration Committee.
Gilles Erulin, Chief Executive Officer, has been Global Head of
Insurance for Groupe Artemis since 2000 and previously headed its
Merger and Acquisitions Group. He was responsible for the creation
of Tawa, joining the Board in April 2001.
Anthony Hamilton joined the Board in March 2004. Mr Hamilton has
been a director of AXA Equity and Law plc since 1993 and Chairman
since 1995. In 2000 he was appointed Chairman of AXA UK plc, the
holding company of AXA's UK insurance interests. Since 1995 he has
been a member of the Group Board of AXA Paris and of the AXA
Remuneration Committee. In 2007 he was appointed Chairman of the
AXA Group Audit Committee; he also serves on the board of directors
of AXA Financial Inc. New York and as Chairman of its Investment
and Finance Committees. He is a member of the Company's Nomination
Committee.
Gilles Pagniez has served on the Board since December 2004. He
has been General Counsel of Groupe Artemis since 1996 and is also a
director on a number of boards of companies as the Groupe Artemis
representative. He is Chairman of the Remuneration Committee.
RESOLUTION 10 - POLITICAL DONATION
It remains the policy of the Company not to make political
donations or incur political expenditure as those expressions are
normally understood. However, the directors consider that it may be
in the best interests of shareholders for the Company to
participate in public debate and opinion forming on matters which
affect its business.
To avoid inadvertent infringement of the Act, which defines
political donations and expenditure widely, the directors are
seeking shareholders' authority for the Company and its
subsidiaries to make political donations and to incur political
expenditure during the period from the date on which this
resolution is passed and expiring at the conclusion of the next
annual general meeting of the Company or 15 months from the date on
which this resolution is passed, whichever is the earlier, up to a
maximum aggregate amount of GBP150,000. The Company has made no
political donations in the past and does not expect to do so in the
future.
RESOLUTIONS 11 AND 12 - AUTHORITY TO ALLOT SHARES AND
DISAPPLICATION OF PRE--EMPTION RIGHTS
The Articles permit the directors to allot shares and other
securities, in accordance with Section 551 of the Act, up to an
amount authorised by the shareholders in general meeting. At this
annual general meeting the directors are seeking authority to allot
shares up to an aggregate nominal amount of GBP5,094,550. This is
equivalent to approximately 44 per cent of the current issued share
capital of the Company.
The directors are also seeking authority to allot shares for
cash without first being required to offer such securities to
existing shareholders up to an aggregate nominal amount of
GBP5,094,550. This is equivalent to approximately 44 per cent of
the current issued share capital.
These authorities will expire at the next annual general meeting
of the Company, or, if earlier, 15 months from the passing of the
resolutions.
The directors consider these powers desirable due to the
flexibility it will afford the Company in pursuit of its business
strategy.
RESOLUTION 13 - AUTHORITY FOR MARKET PURCHASES
The Company seeks an authority to make market purchases of its
own ordinary shares, which would otherwise be prohibited by the
Act. This authority is sought in respect of up to 10% of the
Company's current issued ordinary share capital and will expire on
the earlier of the conclusion of the next annual general meeting of
the Company or 15 months after the date on which this resolution is
passed. The maximum price which may be paid for an ordinary share
is GBP1.13p. The minimum price which may be paid for an ordinary
share is GBP0.05p.
Any ordinary shares purchased under this authority may either be
cancelled or held as treasury shares. Treasury shares may
subsequently be cancelled or sold for cash.
As at the date of this notice, the Company has granted awards
over 2,628,158 ordinary shares to the directors and employees of
the Company. If the ordinary shares currently held in Treasury were
to be cancelled these awards would represent approximately 2.32% of
the Company's issued ordinary share capital. If the authority to
purchase the Company's ordinary shares was exercised in full and
those shares were to be cancelled, these awards would represent
approximately 2.52% of the Company's issued ordinary share
capital.
RESOLUTION 14 - NOTICE OF GENERAL MEETINGS
Although the Articles permit the holding of general meetings,
other than annual general meetings, on fourteen clear days' notice,
the Companies (Shareholders' Rights) Regulations 2009 (the
"Regulations") that implemented the Shareholder Rights Directive in
the UK require the passing of a shareholder resolution to authorise
such notice. Without the passing of Resolution 14, the minimum
notice period under the Regulations would be twenty-one days. The
directors consider it to be in the best interest of shareholders to
pass Resolution 14 in order to prevent being constrained by the
Regulations implementing the Shareholder Rights Directive.
The directors believe that the adoption of all the resolutions
set out in the Notice of Meeting is in the best interests of the
Company and its shareholders as a whole. Accordingly, the directors
unanimously recommend that you vote in favour of the resolutions.
Each director who holds shares in the Company intends to vote in
favour of the resolutions in respect of his own holdings.
Enquiries:
Gilles Erulin, Chief Executive,
Tawa plc 020 7068 8000
--------------------------------- --------------
Guy Wiehahn
Peel Hunt LLP (nominated
adviser and broker) 020 7418 8900
--------------------------------- --------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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