RE: Notice13 Nov 2018 08:47
I had relied on what you had said previously about it and had thought absolute latest was tomorrow and due to what I have found below, I was wrong and my assumption of Wednesday turns out to be in between the reality of two possible dates if I now understand it correcty...
The clear day rule applies to letters of notice through the postal mail or by electronic means (email) - These notifications must go out today to comply with a meeting held Friday 30th November which allows for a 48hr delivery being Thursday 15th
Website notification would be this Thursday 15th to comply with Friday 30th November meeting. As an RNS is put out through website media, I am assuming Thursday 15th is again the latest date for this.
https://www.charlesrussellspeechlys.com/en/news-and-insights/insights/corporate/2018/deemed-delivery-of-notice/
What does clear days’ notice mean?
Under section 360 of the Act, any references to days within the sections which set the minimum notice periods for general meetings are to “clear” days. What this means is that when calculating the specified notice period, the day of the GM (or AGM) and the day that the notice is given are excluded. Furthermore, when determining the date on which notice is given, we need to bear in mind the statutory deemed delivery provision (see below). For private companies (this does not include traded companies), unless the Articles require a longer period, the minimum notice period for a GM (including an AGM), other than an adjourned meeting, is 14 clear days (section 307(1) and (3) of the Act).
For public companies, unless the Articles require a longer period, the minimum notice periods are:
for an AGM, other than an adjourned meeting, 21 clear days (section 307(2) of the Act); and
for a GM, other than an AGM or an adjourned meeting, 14 clear days (section 307(2)(b) of the Act).
Deemed Delivery
Under section 1147 of the Act, the rules on the deemed delivery of documents and information sent by a company to its shareholders are as follows:
by post: on the basis that it has been properly addressed, prepaid and posted to an address in the United Kingdom, deemed delivery is 48 hours after it was posted (s1147(2) of the Act);
by electronic means: on the basis that it has been properly addressed, deemed delivery is 48 hours after it was sent (s1147(3) of the Act); and
website: deemed delivery is when the material was first made available on the website or, if later, actual or deemed receipt of notice (sent by post or electronic means) of the fact that the material is on the website (s1147(4) of the Act).
Section 1147(5) of the Act clarifies that we should not take in account any part of a day that is not a working day. Accordingly, if, for example, a notice was posted on a Friday, deemed delivery would be the following Tuesday.
Of course, all of the above is on the basis that the Articles do not have any contrary provisions (section 1147 (6) of the Act).
Inc Examples