TIDMPCI
RNS Number : 5231R
Petroceltic International PLC
29 June 2015
Dublin
29 June 2015
Petroceltic International Plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Petroceltic International plc (the "Company") will be held at the
Royal College of Physicians of Ireland, No. 6 Kildare Street,
Dublin 2, Ireland on 24 July 2015 at 2.00 p.m. for the purpose of
considering and, if thought fit, passing the following resolutions,
of which Resolutions 1 to 7 will be proposed as ordinary
resolutions and Resolutions 8 to 10 will be proposed as special
resolutions:
ORDINARY BUSINESS
1. To receive and consider the report of the directors of the
Company (the "Directors") and the financial statements for the year
ended 31 December 2014.
2. To appoint Tom Hickey as a Director, who was appointed to the
board of Directors by the Directors pursuant to Article 83(b) of
the Articles of Association of the Company.
3. To re-appoint Robert Adair as a Director of the Company.
4. To re-appoint Alan Parsley as a Director of the Company.
5. To re-appoint Ian Craig as a Director of the Company.
6. To authorise the Directors to fix the remuneration of the auditors of the Company.
SPECIAL BUSINESS
7. As an Ordinary Resolution
THAT the Directors be and they are hereby generally and
unconditionally authorised pursuant to Section 1021 of the
Companies Act 2014 (the "2014 Act"), in substitution for all
existing such authorities, to exercise all powers of the Company to
allot relevant securities (within the meaning of Section 1021 of
the 2014 Act) up to an aggregate nominal amount of EUR22,301,489.69
during the period commencing on the date of the passing of this
Resolution and expiring on the earlier of the conclusion of the
annual general meeting of the Company in 2016 and close of business
on 24 October 2016, provided that the Company may before such
expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer
or agreement as if the authority hereby conferred had not
expired.
8. As a Special Resolution
THAT the Directors of the Company be and they are hereby
empowered pursuant to Section 1023 of the Companies Act 2014 (the
"2014 Act"), in substitution for all existing such authorities, to
allot equity securities (within the meaning of Section 1022 of the
2014 Act) for cash pursuant to the authority conferred by
Resolution 7 above as if sub-section (1) of Section 1022 of the
2014 Act did not apply to any such allotment, provided that this
power shall be limited:
(a) to the allotment of equity securities in connection with a
rights issue, open offer or other invitation to or in favour of the
holders of ordinary shares in the Company where the equity
securities respectively attributable to the interests of such
holders are proportional (as nearly as may be) to the numbers of
ordinary shares in the Company held by them (but subject to such
exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with fractional entitlements that
would otherwise arise or with legal or practical problems under the
laws of, or the requirements of any recognised regulatory body or
any stock exchange in, any territory, or otherwise howsoever);
and
(b) to the allotment (otherwise than pursuant to sub-paragraph
(a) above) of equity securities up to an aggregate nominal amount
of EUR3,345,223.45,
and shall expire at the earlier of the conclusion of the annual
general meeting of the Company in 2016 and close of business on 24
October 2016, provided that the Company may before such expiry make
an 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 hereby conferred had not expired.
9. As a Special Resolution
THAT:
(a) the words "to be" in Clause 2 of the Memorandum of
Association be removed and the words "registered for the purposes
of Part 17 of the Companies Act 2014" be inserted at the end of the
Clause; and
(b) the word "situtate" in Clause 6 of the Memorandum of
Association be deleted and replaced with the word "situate";
and
(c) the words "the Memorandum and Articles of Association" in
Clause 18 of the Memorandum of Association be deleted and replaced
with the words "to the constitution".
10. As a Special Resolution
THAT the Articles of Association produced to the meeting (a copy
of which regulations are marked "X" for identification), be adopted
in substitution for, and to the exclusion of, the existing Articles
of Association of the Company.
By order of the Board
Alasdair Robinson
Company Secretary
Registered Office:
5(th) floor
3 Grand Canal Plaza
Grand Canal Street Upper
Dublin 4
Ireland
Dated: 29 June 2015
NOTES:
1. The Company, pursuant to Regulation 14 of the Companies Act
1990 (Uncertificated Securities) Regulations 1996 (as amended),
specifies that only those persons entered on the register of
members of the Company as at 6.00 p.m. on 22 July 2015 (or if the
Annual General Meeting is adjourned, at 6.00 p.m. on the day two
days prior to the adjourned Annual General Meeting) will be
entitled to attend and vote at the Annual General Meeting or any
adjournment thereof in respect of the number of shares registered
in their names at the relevant time. Changes to entries in the
register of members after that time will be disregarded in
determining the right of any person to attend and / or vote at the
meeting.
2. A member entitled to attend and vote is entitled to appoint a
proxy to attend, speak and vote on his behalf. A proxy need not be
a member of the Company. A member may appoint more than one proxy
in relation to the Annual General Meeting, provided that the total
number of such proxies shall not exceed the total number of shares
carrying an entitlement to attend such meeting held by such member.
Members may appoint a proxy using the enclosed white form of proxy,
the CREST electronic proxy appointment service (described below) or
the Registrars' online proxy appointment service (also described
below).
3. The deposit of an instrument of proxy will not preclude a
member from attending and voting in person at the meeting.
4. To be valid, an appointment of proxy must be returned using
one of the following methods:
(i) by sending the Form of Proxy, duly completed and signed,
together with any authority under which it is executed or a copy of
such authority certified notarially or by a solicitor practicing in
Ireland, by post to the Registrars, to Computershare Investor
Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18,
Ireland or (during normal business hours) by hand to Computershare
Investor Services (Ireland) Limited, Heron House, Corrig Road,
Sandyford Industrial Estate, Dublin 18, Ireland;
(ii) in the case of CREST members, by utilising the CREST
electronic proxy appointment service; or
(iii) by utilising the Registrars' online proxy appointment
service at www.eproxyappointment.com,
and in each case the appointment of proxy (together with any
relevant power or authority) must be received (or, in the case of
the appointment of a proxy through CREST, retrieved by enquiry to
CREST in the manner prescribed by CREST) by the Registrars not
later than 48 hours before the time appointed for holding the
meeting. If two or more valid but differing proxy appointments are
received in respect of the same ordinary share, the one which is
last received (regardless of its date or the date of its execution)
shall be treated as replacing and revoking the others as regards
that ordinary share and, if the Company is unable to determine
which was last deposited, none of them shall be treated as valid in
respect of that ordinary share.
5. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so
for the meeting and any adjournment(s) thereof by utilising the
procedures described in the CREST Manual. CREST Personal Members or
other CREST Sponsored Members, and those CREST Members who have
appointed a voting service provider(s), should refer to their CREST
Sponsor or voting service provider(s), who will be able to take
appropriate action on their behalf.
6. In order for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with Euroclear UK and
Ireland's specifications and must contain the information required
for such instructions, as described in the CREST Manual. The
message (whether it constitutes the appointment of a proxy or an
amendment to the instruction given to a previously appointed proxy)
must be transmitted so as to be received by the Registrars,
Computershare Investor Services (Ireland) Limited, as issuer's
agent (CREST Participant 3RA50), by the latest time(s) for receipt
of proxy appointments specified in this notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Applications Host) from which the issuer's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST.
7. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST Personal Member or Sponsored Member or has
appointed a voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by the CREST
system by any particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system
and timings.
8. The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the Companies
Act 1990 (Uncertificated Securities) Regulations 1996 (as
amended).
9. To appoint a proxy electronically log onto the website of the
Registrars, Computershare Investor Services (Ireland) Limited:
www.eproxyappointment.com. Full details of the procedures are set
out on the Form of Proxy.
10. The Company has included on the Form of Proxy a 'Vote
Withheld' option in order for members to abstain on any particular
resolution. However, 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 votes 'For' or 'Against' the particular
resolution.
EXPLANATION OF RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL
MEETING:
The special resolutions set out in the notice of Annual General
Meeting requires the approval of shareholders, representing not
less than three-fourths (75%) of the votes cast by the
shareholders, present and voting either in person or by proxy. The
ordinary resolutions set out in the notice of Annual General
Meeting each require a simple majority of the votes cast by
shareholders voting in person or by proxy in order to be
passed.
As ordinary business:
Resolution 1: Financial statements (as an ordinary
resolution)
The Directors will present the report of the Directors and the
audited financial statements of the Company for the year ended 31
December 2014 to the Annual General Meeting.
Resolutions 2 to 5: Re-election of Directors (each as a separate
ordinary resolution)
Tom Hickey, who was co-opted to the Board of the Company on 23
March 2015, will retire, in accordance with Article 83(b) of the
Company's Articles of Association, and will offer himself for
election at the Annual General Meeting.
The Board of the Company has resolved that all of the Directors
save for those Directors elected or re-elected at the Company's EGM
held in February 2015, being Neeve Billis, Nicholas Gay and Brian
O'Cathain, will retire at the Annual General Meeting and submit
themselves for re-election by the shareholders.
Robert Adair, Alan Parsley and In Craig who are retiring in
accordance with the resolution of the Board referred to in the
preceding paragraph and, being eligible, have offered themselves
for re-election.
Resolution 6: Auditors' remuneration (as an ordinary
resolution)
The Directors are seeking to renew their authority to fix the
remuneration of the Company's auditors for the year ending 31
December 2015.
As special business:
Resolution 7: Allotment of shares (as an ordinary
resolution)
Shareholders are being asked to renew, until the Company's
annual general meeting in 2016, the annual authority of the
directors to allot the unissued share capital of the Company up to
an aggregate nominal amount of EUR22,301,489.69 (which is equal to
approximately one third of the aggregate nominal value of the
Company's issued ordinary share capital at the date of this
document). The Directors will exercise this authority only if they
consider this to be in the best interests of shareholders generally
at that time.
Resolution 8: Dis-application of pre-emption rights (as a
special resolution)
In addition, shareholders are being asked to renew, until the
Company's annual general meeting in 2016, the power of the
Directors to dis-apply the statutory pre-emption provisions
applying to issues of ordinary shares for cash in the event of a
rights issue and for any other issue for cash up to an aggregate
nominal amount of EUR3,345,223.45 (which is equal to approximately
5% of the aggregate nominal value of the Company's issued ordinary
share capital at the date of this document). The Directors will
exercise this power only if they consider this to be in the best
interests of shareholders generally at that time.
Resolutions 9 and 10: Amendment to the Memorandum of Association
and adoption of New Articles of Association (each as a separate
special resolution)
Resolutions 9 and 10, which are both special resolutions, are
being proposed in response to the enactment of the Companies Act
2014. Substantially all of the provisions of the Irish Companies
Act 2014 became effective on 1 June 2015. The purpose of these
resolutions is to amend the Memorandum of Association and adopt
revised Articles of Association of the Company to take account of
the comprehensive consolidation with amendments, of company law in
Ireland effected by the Companies Act 2014 and to make some
consequential and "housekeeping" changes.
Documents available for inspection
A copy of the Memorandum of Association together with the
Articles of Association, showing the changes proposed by
Resolutions 9 and 10, and an explanatory note detailing these
amendments, will be available on the Company's website
(www.petroceltic.com) and will also be available for inspection at
the registered office of the Company during business hours on any
business day up to and including the date of the Annual General
Meeting as well as being available at the Annual General Meeting on
24 July 2015.
Ends
For further information, please contact:
Alasdair Robinson, Company Secretary, +44 131 221 3360
This information is provided by RNS
The company news service from the London Stock Exchange
END
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