Hornby PLC Publication of Circular (1865D)
April 25 2017 - 2:01AM
UK Regulatory
TIDMHRN
RNS Number : 1865D
Hornby PLC
25 April 2017
Hornby Plc
("Hornby" or "the Company")
25 April 2017
Publication of Circular
On 7 April 2017 the Board of Hornby received a notice pursuant
to sections 168 and 303 of the Companies Act 2006 (the "Requisition
Notice") requiring the Directors to convene a general meeting of
the Company (the "Requisitioned General Meeting") to propose two
ordinary resolutions to remove Roger Canham from office as a
director of the Company with immediate effect and to appoint Ian
Alexander Anton as a director of the Company with immediate effect
(together the "Requisitioned Resolutions").
Hornby is today publishing a circular including a letter from
David Adams, the Company's Senior Independent Non-Executive
Director, along with the notice of the Requisitioned General
Meeting to be held at the offices of the Company's solicitors,
Berwin Leighton Paisner LLP at Adelaide House, London Bridge,
London EC4R 9HA on 16 May 2017 at 11.00 a.m., at which the
Requisitioned Resolutions will be proposed.
The Directors unanimously consider that the Requisitioned
Resolutions, as put forward by the requisitionists, are not in the
best interests of the Company or its shareholders as a whole.
Accordingly, the Directors unanimously recommend that its
shareholders vote against both of the Requisitioned Resolutions to
be proposed at the Requisitioned General Meeting for the following
reasons:
-- the strategy currently being pursued by the Board is well thought-out and is working;
-- the current structure and composition of the Board is
consistent with good corporate governance; and
-- the Board has the support of a majority of its shareholders.
The Directors intend to vote against each of the Requisitioned
Resolutions in respect of their own legal and beneficial holdings
of Ordinary Shares amounting in aggregate to approximately 159,500
Ordinary Shares or 0.19 per cent. of the issued ordinary share
capital of the Company (as at 24 April 2017, being the latest
practicable date prior to the date of publication of this
announcement).
Following receipt by the Company of the Requisition Notice, the
Board sought the views of its major shareholders. Subsequently, the
Board has received irrevocable undertakings to vote against each of
the Requisitioned Resolutions from Phoenix Asset Management
Partners Limited, Ruffer LLP (acting as agent on behalf of its
clients) and Downing LLP in respect of, in aggregate, ordinary
shares representing 45,637,248 ordinary shares and 53.96 per cent.
of the issued ordinary share capital of the Company (as at 24 April
2017, being the latest practicable date prior to the date of
publication of this announcement).
A full copy of the circular containing the notice of the
Requisitioned Meeting will be available later today at
www.hornby.plc.uk/aim-rule-26/
Enquiries:
Capital Access Group 020 3763 3400
Scott Fulton
Jessica Bradford
Numis Securities Limited 020 7260 1000
Oliver Cardigan (Nomad)
Paul Gillam
Tom Ballard
This information is provided by RNS
The company news service from the London Stock Exchange
END
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