Last checked at 31 May 2022 07:00
Alina Holdings PLC (ALNA) Alina Holdings PLC: Notice of Annual General Meeting Alina Holdings PLC 31-May-2022 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the Company will be held at Anjuna, 28 Avenue de la Liberté, 06360 Eze, France on Tuesday 28th June 2022 at 11 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 6 as ordinary resolutions and as to resolutions 7 to 10 as special resolutions.The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.Ordinary BusinessTo receive and adopt the report of the Directors and the financial statements of the Company for the 12months period ended 31 December 2021, together with the report of the auditors thereon. To approve the Remuneration Report contained in the report of the Directors and the financial statements for the 12 months’ period ended 31 December 2021. To re-appoint Jeffreys Henry LLP as auditors to the Company, 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 determinetheir remuneration. To re-elect Duncan Soukup as a director in accordance with article 112 of the Company’s Articles of Association. To re-elect Tim Donell as a director in accordance with article 118 of the Company’s Articles of Association. To re-elect Martyn Porter as a director in accordance with article 118 of the Company’s Articles of Association. Special Business THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”) to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company (“Relevant Securities”) up to a maximum aggregate nominalamount of £75,650 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this Resolution save 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 an offer or agreement as if the authority conferred had not expired. THAT, subject to and conditional on, the passing of Resolution 7, the Directors be empowered, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash pursuant to the authority given by Resolution 7 as if Section 561(1) of the Act did not apply to any such allotment and/or sale of ordinary shares provided that this power shall be limited to: the allotment of equity securities and/or sale of ordinary shares in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities and/or sale ofordinary shares up to an aggregate nominal amount of £11,348; 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 passing this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted and/or ordinaryshares to be sold after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired. THAT the Company be generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as the directors may from time to time determine, provided that: the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the number representing 14.99% of the issued share capital of the Company (excluding shares held by the Company in treasury) at the date of this Notice or such number of Ordinary Shares as is closest to but does not exceed 14.99% of the issued share capital (excluding shares held by the Company in treasury)as at the date of the Meeting; the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p (being the nominal value of an Ordinary Share); unless a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is an amount equal to the higher of: (a) 105% of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade in Ordinary Shares and the highest then current independent bid for the Ordinary Shares on the London Stock Exchange and where a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share is an amount equal to the net asset value per Ordinary Share at the latest practicable date prior tosuch purchase, all as determined by the directors; the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2023 or 15 months from the date of the passing of this resolution, whichever is the earlier; and the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after its expiry and may make a purchase of Ordinary Shares in pursuance of any such contract. THAT, as permitted by section 307A of the Act, any general meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the articles of association of the Company provided that the authority of this resolution shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2023.BY ORDER OF THE BOARDAlasdair Johnston Company Secretary Alina Holdings PLCCompany Number 05304743Registered office: Eastleigh CourtBishopstrow Warminster BA12 9HW
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| ISIN: | GB00B1VS7G47 |
| Category Code: | NOA |
| TIDM: | ALNA |
| LEI Code: | 213800SOAIB9JVCV4D57 |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 165061 |
| EQS News ID: | 1364585 |
| End of Announcement | EQS News Service |
UK Regulatory announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.