TIDMWTS
RNS Number : 4356L
World Trade Systems PLC
18 July 2017
THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT
AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to
what action you should take, you are recommended to seek
immediately your own financial advice from your stockbroker, bank
manager, solicitor, accountant or other appropriate independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised
independent financial adviser.
If you have sold or otherwise transferred all of your Ordinary
Shares please forward this Circular and the accompanying Form of
Proxy as soon as possible to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected for delivery to the purchaser or transferee. If you
have sold or otherwise transferred part of your holding of Ordinary
Shares, you should retain these documents and consult the
stockbroker, bank or other agent through whom the sale or transfer
was effected. Any person (including, without limitation,
custodians, nominees and trustees) who may have a contractual or
legal obligation or may otherwise intend to forward this Circular
to any jurisdiction outside the United Kingdom should seek
appropriate advice before taking any action. The distribution of
this Circular and any accompanying documents into jurisdictions
other than the United Kingdom may be restricted by law. Any person
not in the United Kingdom into whose possession this Circular and
any accompanying documents come should inform themselves about and
observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Circular should be read as a whole. Your attention is drawn
to the letter from the Chairman of the Company set out on pages 5
to 7 (inclusive) of this Circular which recommends that you vote in
favour of the Resolution to be proposed at the General Meeting.
WORLD TRADE SYSTEMS PLC
(Registered in England and Wales under number 01698076)
Ratification of all unapproved related party transactions
between the Company and Kudrow Finance Limited ("Kudrow") which
consist of loans made or assumed by Kudrow
and Notice of General Meeting
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
sponsor to the Company in relation to the Ratification and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of BDO LLP nor for providing advice
in relation to the Ratification or any other transaction or
arrangement referred to in this Circular and, apart from the
responsibilities and liabilities which may be imposed on BDO LLP
under FSMA, BDO LLP accepts no responsibility whatsoever and makes
no representation or warranty, express or implied, for or in
respect of the contents of this Circular, including its accuracy,
completeness or verification, nor for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company or the Ratification and nothing contained in this
Circular is, or shall be relied on as a promise or representation
in this respect, whether as to the past or the future, in
connection with the Company or the Ratification. BDO LLP
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability, whether arising in tort,
contract or otherwise, which it might otherwise be found to have in
respect of this Circular or any such statement.
Notice of the General Meeting of World Trade Systems plc, to be
held at 11.00 a.m. on 4 August 2017 at the Company's principal
place of business at St. Mary's Court, The Broadway, Amersham HP7
0UT as set out at the end of this Circular. A Form of Proxy is
enclosed for use by Independent Shareholders in connection with the
meeting. To be valid, completed Forms of Proxy must be received in
one of the following ways in accordance with the instructions
printed thereon as soon as possible and, in any event, so as to be
received no later than 11.00 a.m. on 2 August, 2017. Completed and
return of the Form of Proxy will not preclude Independent
Shareholders from attending and voting at the General Meeting
should they so wish. To send your Form of Proxy either; post or
deliver to Blackstone Legal Limited, The Old Courthouse, Hughenden
Rd, High Wycombe HP13 5DT. Scan and email to
info@wts-shareholders.com. Use the online form only if you intend
to give the Chairman the proxy for all your shares to vote for one
of the following: "for", "against" or "withheld" (SurveyMonkey link
has been sent via email to shareholders using their unique
shareholder log-in on 18 July 2017). CREST members may also choose
to utilise the CREST electronic proxy appointment service in
accordance with the procedures set out in the notice convening the
General Meeting at the end of this Circular.
Completion and return of the Form of Proxy will not preclude
Independent Shareholders from attending and voting at the General
Meeting should they so wish.
CONTENTS PAGE
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3
DIRECTORS, SECRETARY AND ADVISERS
TO THE COMPANY 4
PART I LETTER FROM THE NON-EXECUTIVE
CHAIRMAN 5
PART II ADDITIONAL INFORMATION 8
PART III DEFINITIONS 11
PART IV DETAILS OF THE KUDROW LOANS 13
NOTICE OF GENERAL MEETING 14
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of Circular 18 July 2017
Latest time and date for receipt of Forms of Proxy for the
General Meeting 2 August 2017 (11.00 am)
Date and time of General Meeting 4 August 2017
(11.00 am)
Notes:
1 References to times in this timetable are to London (BST) times unless otherwise stated.
2 Each of the times and dates in the above timetable is
indicative only and subject to change, in which event details of
the new times and/or dates will be notified to the UK Listing
Authority and the London Stock Exchange and, where appropriate,
Shareholders by means of an announcement made through a Regulatory
Information Service.
DIRECTORS, SECRETARY AND ADVISERS TO THE COMPANY
Directors: Robert Osborne Lee (Non-executive Chairman)
Shao Chen (Vice Chairman, Executive Director)
Abdul Khader Mohamed (AKM) Ismail (Ismail) (Finance
Director)
Lu Xin (Ellen) (Non-executive Director)
John Anthony Hoskinson (Tony) (Non-executive Director)
Registered Office Tricor Suite 4(th) Floor
of the Company and 50 Mark Lane
each of the Directors: London
EC3R 7QR
Principal Place of Business: St Mary's Court
The Broadway
Amersham
HP7 0UT
Telephone Number: +44(0)1494590515
Company Secretary: Robert Lee
Tricor Suite
4(th) Floor
50 Mark Lane
London
EC3R 7QR
Sponsor: BDO LLP
55 Baker Street
London
W1U 3EU
Auditors: Grant Thornton (UK) LLP
Grant Thornton House
Melton Street
Euston Square
Euston
London
NW1 2EP
Legal Advisers to the Company: Gateley Plc
Ship Canal House
98 King Street
Manchester
M2 4WU
Registrar and CREST Service Provider: Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
B63 3D
LETTER FROM THE NON-EXECUTIVE CHAIRMAN
WORLD TRADE SYSTEMS PLC
(Registered in England and Wales under number 01698076)
Directors Registered Office
Robert Lee (Non-Executive Chairman) Tricor Suite
Shao Chen (Vice Chairman, Executive Director) 4(th) Floor
AKM Ismail (Finance Director) 50 Mark Lane
Ellen Lu (Non-Executive Director) London
Tony Hoskinson (Non-Executive Director) EC3R 7QR
18 July 2017
Dear Shareholder,
Ratification of all unapproved loans to the Company made or
assumed by Kudrow as related party transactions and Notice of
General Meeting
1. Background
Since 2001, when the Company disposed of its only operating
business, World Trade Systems (HK) Ltd, up until the establishment
last year of the Company's wholly-owned subsidiary in China ("WTS
China"), and its commencement of business from July 2016, the
Company was basically operating without any source of income, and
was completely reliant on support from its then majority and
controlling shareholder, Kudrow , a holding company established in
the British Virgin Islands on 30 November 1999 (L.B.C. No.
354976).
As a result Kudrow was called upon to provide working capital
loans (the "Kudrow Loans") to the Company from time to time, when
needed to cover the costs of maintaining the Company. These costs
consisted of professional fees relating to the preparation of
financial statements, preparation and filing of the Annual Reports,
Company Secretarial fees, legal and accounting fees relating to the
Annual General Meetings of the Company, legal and professional
advisory work in relation to examining various business
opportunities, and other costs associated with holding of General
Meetings of the Company. Although the Kudrow Loans have been
detailed in the historic Annual Reports of the Company, and
therefore are fully disclosed to all Shareholders and members of
the public, they were never formally approved by the Shareholders
before the monies were advanced. This failure to obtain prior
Shareholder approval for each of the loans constituted a breach of
the Listing Rules concerning related party transactions ("Related
Party Transactions"). Whilst Kudrow remains a related party under
the Listing Rules, it is no longer the majority and controlling
shareholder of the Company. Antares Cheung, the beneficial owner of
Kudrow, resigned as a director of the Company on 23 June 2017.
Now that the Company is in the process of applying for
re-listing of its shares to the Standard Segment of the Official
List of the FCA, the Board, in consultation with its advisors, has
decided that it is appropriate to clear these past breaches by
obtaining retrospective approval of the Kudrow Loans at a General
Meeting of all the members in accordance with the Notice which
accompanies this Letter.
Shareholders are referred to Part IV of this document which
traces the genesis of the Kudrow Loans, and details the amount of
principal and interest currently outstanding. The Kudrow Loans were
originally intended to be unsecured and interest free, however in
2010 it was agreed that interest would accrue on the outstanding
loan amount at 5 per cent. and subsequently 3 per cent. per
annum.
On 17 July 2017 Kudrow confirmed that it had waived its right to
all accrued interest.
Subject to the final plans for the re-listing which are still
under discussion, it is intended that the outstanding Kudrow Loans
of GBP860,363 may be converted to ordinary shares of the Company
upon re-listing.
2. Details of the loans made by Kudrow
As shown in Part IV of this document, the outstanding principal
amount of the Kudrow Loans is GBP860,363. As noted above, Kudrow
has waived its right to the accrued interest, which, as of the date
of waiver, was of GBP241,000. The Directors believe that the waiver
of interest will have a positive impact on the Company's balance
sheet.
Kudrow sourced the funds for the Kudrow Loans from Glory Time
Holdings Inc., a company under the control of Antares Cheng, who
was until 23 June 2017, a non-executive director of the
Company.
3. General Meeting
The Kudrow Loans, when made, would have been Related Party
Transactions for the purposes of the Listing Rules, therefore the
Company should have obtained the approval of the Independent
Shareholders before such loans were made. The Company is now
seeking retrospective approval of the Independent Shareholders for
these Related Party Transactions.
Accordingly you will find set out at the end of this Circular a
notice convening a General Meeting of the Company to be held at the
Company's principal place of business in Amersham on 4 August, 2017
to consider and, if thought fit, to pass the following Resolution
which shall be proposed as an ordinary resolution:
"That the loans made by Kudrow (which as at 17 July 2017 is the
registered holder of 2,596,139 Ordinary Shares constituting
approximately 29.66% of the issued share capital of the Company) of
which GBP860,363 of principal remains outstanding as at the date
hereof), and which were, when made, Related Party Transactions (as
defined in Listing Rule 11.1.5R of the Listing Rules) be ratified
and approved."
4. Further information
Your attention is drawn to the further information set out in
Part II of this Circular. You are advised to read the whole of this
Circular and not just rely on the summary information presented
above.
5. Importance of Vote
This Circular has not been reviewed by the UKLA nor has the
Company been specifically directed or required to hold a General
Meeting to rectify the past breaches concerning Related Party
Transactions. However, the newly constituted Board believes that it
is very important, especially in the context of its application for
re-listing to the Standard Segment of the Official List of the FCA,
that it demonstrates a strong commitment to full compliance with
the Listing Rules and all other aspects of good corporate
governance, especially now that the Company has re-commenced
business operations. Accordingly, the Board recommends that all
Independent Shareholders make every effort to participate in this
meeting.
The failure to pass the Resolution at the General Meeting will
not result in the Kudrow Loans being cancelled.
6. Action to be taken
Shareholders will find enclosed a Form of Proxy for use at the
General Meeting. Whether or not you intend to be present at the
meeting, you are asked to complete the Form of Proxy using one of
the following methods;
-- Printing, completing, posting or delivering to Blackstone
Legal Limited, The Old Courthouse, Hughenden Rd, High Wycombe HP13
5DT
-- or printing, completing, scanning and emailing to info@wts-shareholders.com;
-- or completing the online only if you intend to give the
Chairman the proxy for all your shares to vote for one of the
following: "for", "against" or "withheld" (SurveyMonkey link has
been sent via email to shareholders using their unique shareholder
log-in on 18 July 2017).
-- or, if you hold ordinary shares in CREST, submitting your
proxies electronically by using the your investor code in the CREST
electronic proxy appointment service at www.euroclear.com. The
Receiving Agents CREST ID is 7RA11.
In any event, the Form of Proxy must be received no later than
11.00 a.m. on 2 August 2017. Completion and return of the Form of
Proxy will not preclude you from attending the General Meeting and
voting in person should you so wish.
7. Recommendation
The Board believes that the Ratification and the Resolution are
fair and reasonable as far as the Shareholders are concerned and in
the best interests of the Company and its Shareholders as a
whole.
Accordingly, the Board unanimously recommends the Independent
Shareholders to vote in favour of the Resolution to be proposed at
the General Meeting, as those Directors, who are also Shareholders,
have irrevocably undertaken to do in respect of their own
beneficial holdings of shareholdings which amount, in aggregate, to
2,500,000 Ordinary Shares, representing approximately 28.56 per
cent. of the issued share capital of the Company.
As the Ratification is a Related Party Transaction neither
Kudrow nor its duly authorised representatives will vote on the
Resolution.
Yours faithfully
Robert Osborne Lee
Non-Executive Chairman
18 July 2017
PART II
ADDITIONAL INFORMATION
1. RESPONSIBILITY STATEMENT
The Company and the Directors, whose names appear in paragraph 2
of this Part II, accept responsibility for the information
contained in this Circular. To the best of the knowledge and belief
of the Company and the Directors (who have taken all reasonable
care to ensure that such is the case) the information contained in
this Circular is in accordance with the facts and does not omit
anything likely to affect the importance of such information.
2. THE COMPANY AND THE DIRECTORS
The Company
World Trade Systems plc was incorporated on 9 February 1983
under the Companies Acts 1948 to 1981 with the name Aims Homes
Limited under the laws of England and Wales with registration
number 01698076. On 8 July 1988 the Company was re-registered as a
public limited company under the legal and commercial name of
Tamaris Plc. On 13 October 2000 the Company was re-registered with
the legal and commercial name World Trade Systems plc. The
registered office, telephone number and principal place of business
of the Company are set out on page 4 of this Circular. The
principal legislation under which the Company operates is the
Companies Act and the regulations made thereunder.
Directors
The names and principal functions of the Directors of the
Company are:
Robert Lee (Non-Executive Chairman)
AKM Ismail (Finance Director)
Shao Chen (Vice Chairman, Executive Director)
Ellen Lu (Non-Executive Director)
Tony Hoskinson (Non-Executive Director)
3. DIRECTORS' INTERESTS
As at the LPD, the interests of each Director, their immediate
families and related trusts, and, insofar as is known to them or
could with reasonable diligence be ascertained by them, persons
connected (within the meaning of sections 252 to 255 of the
Companies Act) with the Director (all of which interests, unless
otherwise stated, are beneficial) in the share capital of the
Company, including interests arising pursuant to any transaction
notified to the Company pursuant to rule 3.1.2 of the Disclosure
and Transparency Rules, are as follows:
Director Number Percentage
of Ordinary of issued
Shares Ordinary
as at Shares
the LPD as at the
LPD
---------------- ------------- -----------
Robert Lee Nil Nil
---------------- ------------- -----------
AKM Ismail Nil Nil
---------------- ------------- -----------
Shao Chen 2,500,000 28.56
---------------- ------------- -----------
Ellen Lu Nil Nil
---------------- ------------- -----------
Tony Hoskinson Nil Nil
---------------- ------------- -----------
4. MAJOR INTERESTS IN ORDINARY SHARES
Set out in the table below are the names of those persons, other
than the Directors, who, so far as the Company is aware, are
interested, directly or indirectly, in 3 per cent. or more of the
Company's total voting rights and capital in issue as at the
LPD.
Shareholder Number of Percentage
Ordinary of issued
Shares as Ordinary
at the LPD Shares as
at the LPD
---------------------- ------------ ------------
Kudrow Finance
Limited 2,596,139 29.66
---------------------- ------------ ------------
Suzhou Weibao
Investment Co.
Ltd ("SZWB")* 2,500,000 28.56
---------------------- ------------ ------------
Musashino Industries
Co., Ltd 500,000 5.71
---------------------- ------------ ------------
Pershing Nominees
Limited 430,000 4.91
---------------------- ------------ ------------
Barclays Share
Nominees Limited 277,080 3.17
---------------------- ------------ ------------
*SZWB is controlled by Shao Chen, who is a director of the
Company.
**Antares Cheung, who resigned as a director of the Company on
23 June 2017, is the beneficial owner of Kudrow.
5. DETAILS OF SERVICE CONTRACTS
Robert Lee is a director and the owner of Proclass Limited which
is a company that provides company secretarial and nominee
services. Proclass has been sole corporate director of Kudrow since
September 2004.
6. MATERIAL CONTRACTS
There are no material contracts to which the Company or any
member of the Group is a party which contain information that the
Independent Shareholders would reasonably require to make a
properly informed assessment of how to vote.
7. SIGNIFICANT CHANGE
There has been no significant change in the trading or financial
position of the Group since 31 December 2016, being the date of the
end of the last financial period for which financial information
for the Group has been published.
8. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for
inspection at the Company's principal place of business at St
Mary's Court, The Broadway, Amersham HP7 0UT during normal business
hours on any weekday (Saturdays, Sundays and public holidays
excepted) up to and including the date of the General Meeting:
(a) the Memorandum and Articles of Association of the
Company;
(b) the Annual Report of the Company for the year ending 31
December 2016;
(c) irrevocable undertaking by SZWB to vote in favour of the
Resolution;
(d) deed of waiver from Kudrow of interest on Kudrow Loans;
and
(e) this Circular.
In addition this Circular will be published in electronic form
and be available on the Company's website
www.worldtradesystemsplc.com.
Dated 18 July 2017
PART III
DEFINITIONS
The following definitions apply throughout this Circular unless
the context requires otherwise:
Board the board of directors
of the Company whose
names are set out on
page 4 of this Circular
out on page 4 of this
Circular
Company World Trade Systems
plc incorporated in
England and Wales with
registered number 01698076
with registered number
01698076
CREST the relevant system
(as defined in the CREST
Regulations in respect
of which Euroclear is
the operator (as defined
in the CREST Regulations)
in accordance with which
securities may be held
in uncertificated form
CREST Regulations the Uncertified Securities
Regulations 2005, as
amended
Euroclear Euroclear UK & Ireland
Limited (formerly Crestco
Limited) the operator
of CREST
Financial Conduct Authority the UK Financial Conduct
or FCA Authority
FSMA the Financial Services
and Markets Act 2000,
as amended, and all
regulations promulgated
thereunder, from time
to time
Form of Proxy the form of proxy accompanying
this Circular for use
by Shareholders at the
General Meeting
General Meeting the general meeting
of the Company convened
for 4 August 2017, or
any adjournment thereof,
to vote on the Resolution
notice of which is set
out at the end of this
Circular
Group the Company, WTS China
and all other subsidiary
undertakings of the
Company from time to
time
Independent Shareholders the Shareholders other
than Kudrow and any
of its associates as
defined under the Listing
Rules
Kudrow Kudrow Finance Limited
a company incorporated
in the British Virgin
Islands on 30 November,
1999 with L.B.C. number
354976
Kudrow Loans the unsecured loans
made by Kudrow to the
Company as more particularly
described in Part II
of this Circular of
which there was GBP860,363
outstanding as at the
LPD
LPD 17 July 2017 being the
latest practicable date
before the date of this
Circular
London Stock Exchange London Stock Exchange
plc
Listing Rules the listing rules made
by the FCA under section
73A of FSMA
Notice of General Meeting the notice of the General
or Notice Meeting set out at the
end of this Circular
Ordinary Shares the ordinary shares
of GBP0.01 each in the
capital of the Company
Ratification the approval by the
Independent Shareholders,
of Kudrow making the
Kudrow Loans by the
passing of the Resolution
Related Party a related party as such
term is defined in LR11.1.4R
of the Listing Rules
Resolution the resolution set out
in the Notice of General
Meeting
Shareholders the holders of Ordinary
Shares from time to
time, and Shareholder
shall be construed accordingly
SZWB Suzhou Weibao Investment
Co., Limited
UKLA UK Listing Authority
WTS China Simao (Suzhou) Biotechnology
Co., Limited, a wholly
owned subsidiary of
the Company
PART IV
DETAILS OF THE KUDROW LOANS
Set out in the below table are the details of the dates of the
commencement of each Related Party Loan and the amount of the
loan.
In June 2004 the Company entered into an unsecured interest free
loan facility with Kudrow for GBP10,000 to support its ongoing
operations. Since that time, Kudrow has continued to provide
financial support to the Company by way extending existing loans or
entering into new unsecured loans facilities. From February 2010,
the terms of the loans were amended whereby the outstanding amount
accrued interest at 5 per cent. and subsequently 3 per cent. per
annum.
Kudrow sourced the funds for the Kudrow Loans from Glory Time
Holdings Inc., a company under the control of Antares Cheng, who
was until 23 June 2017, a non-executive director of the
Company.
The Kudrow Loans have accrued interest of approximately
GBP241,000. On 17 July 2017 Kudrow issued a Deed of Waiver agreeing
to waive all of the accrued interest.
Commencement Loan Amount Total Loan
of Related Party (GBP) Amount (GBP)
Loans
------------------- ------------ --------------
30 June 2004 10,000 10,000
------------------- ------------ --------------
26 July 2004 40,000 50,000
------------------- ------------ --------------
24 September
2004 55,000 105,000
------------------- ------------ --------------
29 June 2005 55,000 160,000
------------------- ------------ --------------
2 June 2007 100,000 260,000
------------------- ------------ --------------
12 February 2010 200,000 460,000
------------------- ------------ --------------
30 January 2011 25,000 485,000
------------------- ------------ --------------
20 January 2012 60,800 545,800
------------------- ------------ --------------
31 August 2012 60,000 605,800
------------------- ------------ --------------
20 December 2012 55,000 660,800
------------------- ------------ --------------
31 December 2013 63,000 723,800
------------------- ------------ --------------
31 December 2015 71,563 795,363
------------------- ------------ --------------
20 June 2016 65,000* 860,363
------------------- ------------ --------------
* GBP65,000 loan comprises GBP5,000 loan granted to pay legal
fees and GBP60,000 loan which was originally made to the Company in
May 2006 by World Capital Systems Limited and was not a Related
Party Transaction at the time. However, Kudrow has assumed the loan
during the past year and so it is recorded as a Related Party
Transaction in this Schedule.
NOTICE OF GENERAL MEETING
World Trade Systems plc
(Incorporated in England and Wales with registered number
01698076)
NOTICE IS HEREBY GIVEN that a general meeting (the General
Meeting) of World Trade Systems plc (the Company) will be held at
St Mary's Court, The Broadway, Amersham, HP7 0UT on 4 August 2017
at 11.00 a.m. for the purpose of considering and, if thought fit,
passing the following resolution which will be proposed as an
ordinary resolution:
RESOLUTION
1. THAT the loans made by Kudrow Finance Limited (which as at 17
July 2017 is the registered holder of 2,596,139 ordinary shares of
GBP0.01 each in the capital of the Company constituting
approximately 29.66 per cent. of the issued capital of the Company)
to the Company (of which GBP860,363 remains outstanding as at the
date hereof) which were when made related party transactions (as
defined in Listing Rule 11.1.5R) be ratified and approved.
By order of the Board Registered Office
Robert Lee Tricor Street
Company Secretary 4(th) Floor
18 July 2017 50 Mark Lane
London EC3R 7QR
NOTES TO THE NOTICE OF GENERAL MEETING
Entitlement to attend and vote
1. Only those shareholders registered in the Company's register of members at:
-- 11.00 a.m. on 2 August 2017; or,
-- if this meeting is adjourned, at 11.00 a.m. on the day two
days prior to the adjourned meeting,
shall be entitled to attend, speak and vote at the meeting.
Changes to the register of members after the relevant deadline
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
Appointment of proxies
2. If you are a shareholder who is entitled to attend and vote
at the meeting, you are entitled to appoint the chairman or any
other person to exercise all or any of your rights to attend, speak
and vote at the meeting. A proxy does not need to be a shareholder
of the Company but must attend the meeting to represent you. You
can only appoint a proxy using the procedures set out in these
notes and the notes to the proxy form. A proxy form is attached to
this email. If you have any further questions about obtaining a
proxy form please email info@wts-shareholders.com or by telephone
on contact on +44(0) 1494 590 515.
3. If you hold ordinary shares in CREST, you may appoint proxies
through the CREST electronic proxy appointment service at
www.euroclear.com. The Receiving Agents CREST ID is 7RA11 and votes
must be received no later than 11:00 hours on 1 Aug 2017.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise the rights attached to a different share or
shares held by that shareholder. To appoint more than one proxy,
please contact Blackstone Legal Limited, The Old Courthouse,
Hughenden Rd, High Wycombe HP13 5DT by post or email
info@wts-shareholders.com. You will need to state clearly on each
proxy form the number of shares in relation to which the proxy is
appointed. Failure to specify the number of shares to which each
proxy appointment relates or specifying a number in excess of those
held by the shareholder will result in the proxy appointment being
invalid. If you wish your proxy to speak on your behalf at the
meeting you will need to appoint your own choice of proxy (not the
chairman) and give your instructions directly to them.
5. The notes to the proxy form explain how to direct your proxy
how to vote on each resolution or withhold their vote.
6. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the meeting.
7. To appoint a proxy using the proxy form, the form must be
completed using one of the following methods;
-- Printing, completing, posting or delivering to Blackstone
Legal Ltd, The Old Courthouse, Hughenden Rd, High Wycombe HP13
5DT
-- or printing, completing, scanning and emailing to info@wts-shareholders.com;
-- or use the online form only if you intend to give the
Chairman the proxy for all your shares to vote for one of the
following: "for", "against" or "withheld" (SurveyMonkey link has
been sent via email to shareholders using their unique shareholder
log-in on 18 July 2017)
-- or, if you hold ordinary shares in CREST, submitting your
proxies electronically by using the your investor code in the CREST
electronic proxy appointment service at www.euroclear.com. The
Receiving Agents CREST ID is 7RA11.
In any event, the Form of Proxy must be received no later than
11am on 2 August 2017. Completion and return of the Form of Proxy
will not preclude you from attending the General Meeting and voting
in person should you so wish.
In the case of a shareholder which is a company, the proxy form
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
8. If you have not received a proxy form and believe that you
should have one, or if you require additional proxy forms, please
contact Blackstone Legal Limited, The Old Courthouse, Hughenden Rd,
High Wycombe HP13 5DT by post, email info@wts-shareholders.com or
telephone +44(0)1494590515.
Appointment of proxy by joint member
9. In the case of joint holders, where more than one of the
joint holders completes a proxy appointment, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
Changing proxy instructions
10. Shareholders may change proxy instructions by submitting a
new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
11. Where you have appointed a proxy using the hard-copy proxy
form and would like to change the instructions using another
hard-copy proxy form, please print and send a revised proxy form to
Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High
Wycombe HP13 5DT .
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
Termination of proxy appointment
12. A shareholder may change a proxy instruction but to do so
you will need to inform the Company in writing by either:
-- Sending a signed hard-copy notice clearly stating your
intention to revoke your proxy appointment to Blackstone Legal Ltd,
The Old Courthouse, Hughenden Rd, High Wycombe HP13 5DT . In the
case of a shareholder which is a company, the revocation notice
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company. Any power
of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or
authority) must be included with the revocation notice or
-- Sending an email to World Trade Systems PLC at info@wts-shareholders.com
In either case, the revocation notice must be received no later
than 11.00 a.m. on 2 August 2017.
If you attempt to revoke your proxy appointment but the
revocation is received after the time specified, your original
proxy appointment will remain valid unless you attend the meeting
and vote in person.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the Meeting in person, your proxy appointment will
automatically be terminated.
Corporate representatives
13. A corporation which is a shareholder can appoint one or more
corporate representatives who may exercise, on its behalf, all its
powers as a shareholder provided that no more than one corporate
representative exercises powers over the same share. The person
appointed as the corporate representative must bring the letter of
appointment to the meeting.
Questions at the meeting
14. Any member attending the meeting has the right to ask
questions in accordance with section 319A of the Companies Act
2006. The Company must answer any question you ask relating to the
business being dealt with at the meeting unless:
-- Answering the question would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information.
-- The answer has already been given on a website in the form of an answer to a question.
-- It is undesirable in the interests of the Company or the good
order of the meeting that the question be answered.
Shareholders' requisition rights
15. Under section 338 of the Companies Act 2006, a shareholder
or shareholders meeting the threshold requirements, may, subject to
conditions, require the Company to give to shareholders notice of a
resolution which may properly be moved and is intended to be moved
at that meeting provided that the requirements of that section are
met and provided that the request is received by the Company not
later than six weeks before the meeting, or if later the time at
which notice is given of the meeting.
Submission of hard copy and electronic requests and
authentication requirements
16. Where a shareholder or shareholders wish to request the
Company to circulate a resolution to be proposed at the meeting
(see note 14), such request must be made by sending a hard copy
request, signed by you, stating your full name and address to
Blackstone Legal Limited, The Old Courthouse, Hughenden Rd, High
Wycombe HP13 5DT; or by email to World Trade Systems plc at
info@wts-shareholders.com. Please state 'EGM' in the subject line
of the email.
Voting
17. Voting on all resolutions will be conducted on a show of
hands unless a poll is demanded in accordance with the Company's
articles of association.
18. Blackstone Legal Limited has at the request of the Company
agreed to attend the meeting and as soon as practicable following
the meeting will count all the votes and immediately inform the
Company of the result.
19. As soon as practicable following the meeting, the results of
the voting will be announced via a regulatory information service
and also placed on the Company's website.
Documents available for inspection
20. Copies of the Memorandum and Articles of Association of the
Company, the Annual Report of the Company for the year ending 31
December 2016, the irrevocable undertaking to vote in favour of the
Resolution, the deed of waiver given by Kudrow Finance Limited and
this Circular are available for inspection at the Company's
registered office during normal business hours and at the place of
the meeting from at least 15 minutes prior to the meeting until the
end of the meeting.
Communication
21. Except as provided above, shareholders who have general
queries about the meeting should use the following means of
communication (no other methods of communication will be
accepted):
-- Contact World Trade Systems plc by email on
info@wts-shareholders.com or telephone +44(0)1494590515.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CIRKMGMNVRNGNZM
(END) Dow Jones Newswires
July 18, 2017 13:03 ET (17:03 GMT)
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