21 Jul 2015 07:00
For Immediate Release
20 July 2015
General Industries plc
("General Industries" or "the Company")
Final Results for the period ended 31 March 2015
and Notice of AGM
General Industries announces its final audited results for the period ended 31 March 2015, which are set out below.
The Company's Annual Financial Report along with a Notice of Annual General Meeting ("AGM") are being posted to shareholders today and will be shortly available from the Company's website at www.general-industries.co.uk. The AGM will be held on 19 August 2015 at 12 noon at Tempus Wharf 29A, Bermondsey Wall West, London, SE16 4SA.
Contact:
Richard Wollenberg
Chairman, General Industries plc 01784 437444
Roland Cornish
Beaumont Cornish Limited, Financial Advisor 020 7628 3396
Chairman's Statement
Dear Shareholder
I have pleasure in presenting the financial statements for the period 9 April 2014 to 31 March 2105, together with details of the proposed acquisition of Altair Consultancy and Advisory Service Limited (''Altair'').
General Industries plc (''the company'') was incorporated on 9 April 2014 with the intention of gaining a Standard Listing on The London Stock Exchange to facilitate the financing of one or more growing unquoted companies wishing to seek capital for the expansion of their businesses and a public market for their shares.
The company achieved a listing (stock code GNI) on 28 August 2014, raising approximately £1 million.
Since that time, the company has analysed a number of prospective acquisitions, the majority of which, did not meet your directors' criteria. Discussions with one particular company operating in the housing consultancy market and which your directors believe offers the prospect of long term growth have proved successful and subject to shareholders approval it is proposed to acquire Altair details of which are set out in the Prospectus which accompanies these accounts.
Derek Joseph and Jeff Zitron, non-executive directors of the company are also non-executive directors of Altair. By virtue of Mr Joseph's and Mr Zitron's shareholdings in Altair, the company's acquisition of Altair is deemed to be a related party transaction by the London Stock Exchange. I am also a minority shareholder in Altair since its formation in 2011. Directors' shareholdings in the company and Altair are set out in detail in the Prospectus. It is intended that Mr Joseph, Mr Zitron and myself will remain as directors of the enlarged group.
Financial
For the period commencing 9 April 2014 to 31 March 2015 turnover was £nil. Loss before taxation was £35,604 and comprised interest from cash on deposit of £2,848 less administrative expenses of £21,436 and share based payment expense of £17,016. Loss per share was: basic 0.54p; and diluted 0.54p. Net assets were 9.33p per share.
As at 31 March 2015 the company's cash deposits amounting to £946,207 were placed on short term bank deposit with the interest rate linked to base rate.
Dividend
The directors do not intend to declare a dividend in respect of the period under review.
Proposed Acquisition
As set out in the Prospectus Altair operates in the housing consultancy market. Your directors believe there is a strong and growing market for the provision of high quality specialist consultancy services to local authorities, housing associations, charities, property companies, regulators and government departments operating in the provision of affordable housing, market rent and home ownership initiatives. Following the acquisition the group will become one of the largest listed specialists in their field. Altair's management and staff have recorded steady growth in Altair's client base since the commencement of trading in 2011. Altairs trading figures for the last 3 years and terms of the acquisition are as set out in detail in the Prospectus.
Given the interest of myself, Derek Joseph and Jeff Zitron in the proposed acquisition, David Whitaker, who is an independent director for these purposes, will be writing to shareholders to provide the recommendation.
Your directors are convening a General Meeting to seek shareholders' approval for the acquisition at a General Meeting which will follow the company's AGM.
I would like to take this opportunity of thanking my fellow directors for their support during the year under review.
J Richard Wollenberg
Chairman
20 July 2015
Statement of Comprehensive Income
for the period ended 31 March 2015
Notes | Period ended31 March 2015£ | ||
Administrative expenses |
(38,452) | ||
| |||
Operating loss | 4 | (38,452) | |
Interest receivable | 5 | 2,848 | |
| |||
Loss on ordinary activities before taxation | (35,604) | ||
Tax on loss on ordinary activities | 7 | - | |
| |||
Loss and total comprehensive expense for the period attributable to the owners of the company |
|
(35,604) | |
|
Earnings per share |
Notes | Period ended31 March 2015Pence per share | |
On loss for the financial period | |||
Basic | 8 | (0.54p) | |
Diluted | 8 | (0.54p) | |
|
The above results relate entirely to continuing activities.
There were no acquisitions or disposals of businesses in the period.
The accompanying notes form part of these financial statements.
Statement of Financial Position
at 31 March 2015
Notes | At 31 March 2015£ | ||
Current assets | |||
Trade and other receivables | 10 | 18,000 | |
Cash and cash equivalents | 946,207 | ||
| |||
964,207 | |||
Current Liabilities | |||
Trade and other payables | 11 | (2,835) | |
| |||
Net assets | 961,372 | ||
| |||
Equity | |||
Called up share capital | 13 | 515,000 | |
Share premium account | 14 | 464,960 | |
Retained earnings | (18,588) | ||
| |||
Equity attributable to the owners of the company |
961,372 | ||
| |||
Net assets per share | 9 | 9.33p | |
|
The accompanying notes form part of these financial statements.
These financial statements were approved by the board of directors on 20 July 2015 and were signed on its behalf by:
J Richard Wollenberg
Director
Company number: 08988813
Statement of Cash Flows
for the period ended 31 March 2015
| Period ended 31 March 2015
| ||
£ | |||
Cash flows from operating activities | |||
Loss for the period | (35,604) | ||
Adjustments for: | |||
Share-based payment expense | 17,016 | ||
Interest receivable | (2,848) | ||
| |||
Cash flows from operations before changes in working capital |
(21,436) | ||
Increase in trade and other receivables | (18,000) | ||
Increase in trade and other payables | 2,835 | ||
| |||
Cash generated from operations | (36,601) | ||
Tax paid | - | ||
| |||
Net cash flows from operating activities | (36,601) | ||
| |||
Cash flows from investing activities | |||
Interest receivable | 2,848 | ||
| |||
Net cash flows from investing activities | 2,848 | ||
| |||
Cash flows from financing activities | |||
Proceeds on issue of shares | 1,010,000 | ||
Transaction costs of issue of shares | (30,040) | ||
| |||
Net cash flows from financing activities | 979,960 | ||
| |||
Net increase in cash and cash equivalents | 946,207 | ||
Cash and cash equivalents on incorporation | - | ||
| |||
Cash and cash equivalents at end of year | 946,207 | ||
|
Statement of Changes in Equity
for the period ended 31 March 2015
| Share capital
£ | Share premium
£ | Retained earnings
£ | Total equity
£ | |
At 9 April 2014 | - | - | - | - | |
Loss for the period | - | - | (35,604) | (35,604) | |
Other comprehensive income | - | - | - | - | |
|
|
|
| ||
Total comprehensive expense for the period | - | - | (35,604) | (35,604) | |
Issue of shares | 515,000 | 495,000 | - | 1,010,000 | |
Transaction costs of issue of shares | - | (30,040) | - | (30,040) | |
|
|
|
| ||
| 515,000 | 464,960 | (35,604) | 944,356 | |
|
|
|
| ||
Share-based payment expense | - | - | 17,016 | 17,016 | |
|
|
|
|
| |
At 31 March 2015 | 515,000 | 464,960 | (18,588) | 961,372 | |
|
|
|
| ||
|
Notes to the Financial Statements
1 International Financial Reporting Standards
The results for the period ended 31 March 2015 are prepared by the company under applicable International Financial Reporting Standards adopted by the EU ("adopted IFRS") and those parts of the Companies Act 2006 applicable to companies reporting under IFRS and have been incorporated into the principal accounting policies as set out in note 2.
2 Accounting policies
Basis of preparation
The following principal accounting policies have been applied in dealing with items which are considered material in relation to the company's financial statements. The financial statements have been prepared on the historical cost basis.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the company will continue to meet its liabilities as they fall due. The company's activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement and the Strategic Review.
The financial statements refer to the company's objectives, policies and processes for managing its capital. Financial risk management objectives and details of its exposures to credit risk, liquidity risk and market risk are given in note 15.
The company has sufficient financial resources to enable it to continue in operational existence for the foreseeable future. As a consequence, the directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook. Accordingly, they have adopted the going concern basis in preparing these financial statements.
Use of estimates and judgement
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key areas in which estimates have been used and the assumptions applied are in valuing cash deposits and accounting for share based payment transactions.
Impairment
The carrying amounts of the company's assets value, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated and an impairment loss recognised where the recoverable amount is less than the carrying value of the asset. Any impairment losses are recognised in the income statement.
Share based payment
The company provides share options to directors which are accounted for as equity settled share based payment transactions. In accordance with IFRS 2, share options are measured at fair value at the date of grant using an option pricing model. The assumptions made regarding the inputs to the model are set out in note 12. Further, at each balance sheet date judgements are made in respect of the number of options that are expected to vest.
Trade and other receivables
Trade and other receivables are stated at amortised cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts, which are repayable on demand and form an integral part of the company's cash management, are included as a component of cash and cash equivalents for the purpose only of the statement of cash flows.
Equity
Equity comprises issued share capital, share premium and retained earnings.
Share based payments
The share option programme allows company employees to acquire shares of the company; these awards are granted by the company. The fair value of equity-settled share options granted is recognised as an employee expense on a straight line basis over the vesting period with a corresponding increase in equity. The fair value is measured at the date of grant and spread over the period during which the employees become unconditionally entitled to the options using an option valuation model, taking into account the terms and conditions upon which options were granted and is dependent on factors such as exercise price, expected volatility, option price and risk free interest rate. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is due only to share prices not achieving the threshold for vesting. At each balance sheet date the company revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions.
Dividends
Interim dividends will be recorded in the financial statements when they are paid. Final dividends will be recognised as a liability in the period in which they are approved by the company's shareholders.
Provisions
A provision is recognised in the balance sheet when: the company has a present legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefit will be required to settle the obligation; and the outflow can be estimated reliably. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in the Statement of Comprehensive Income.
Current tax is expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
IFRS
The following IFRSs have been endorsed by the EU but are not yet effective and have not been early adopted. The effective date relates to periods beginning on that date:
· Amendments to IAS19 - Defined Benefit Plans - Employee Contributions - effective 1 July 2014
· Annual Improvements 2010-2012 and Annual Improvements 2011-2013 - effective 1 July 2014
The following IFRSs have been issued by the IASB but are yet to be endorsed by the EU. The effective date relates to periods beginning on that date:
· IFRS 9 - Financial Instruments - effective 1 January 2018
· IFRS 15 - Revenue from contracts with customers - effective 1 January 2017
· Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment Entities - Consolidation - effective 1 July 2014
· IFRIC 21 - Levies - effective 13 June 2014
· Annual improvements 2012-2014 - effective 1 January 2016
· IFRS 14 Regulatory Deferral Accounts - effective 1 January 2016
· Amendments to IAS 1- Disclosure Initiative - effective 1 January 2016
· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation - effective 1 January 2016
· Amendments to IFRS 11 - Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations - effective 1 January 2016
· Amendments to IAS 16 and IAS 41 - Agriculture: Bearer Plants - effective 1 January 2016
We will assess the impact of these standards as they become effective.
3 Operating Segments
The company manages its operation in one segment, being that of seeking one or more acquisitions. All operations are carried out in the UK.
There are no major customers or products and services at this stage of the company's life.
4 Operating Loss
Period ended 31 March 2015 £ | ||
Loss for the period has been arrived at after charging: | ||
Auditor's remuneration | ||
Fees payable for the audit of the financial statements | 2,400 | |
| ||
Transaction costs of issue of shares includes fees payable to the Auditor of £4,500 for non-audit services. | ||
5 Interest Receivable
Period ended 31 March 2015 £ | ||
Bank interest receivable | 2,848 | |
|
6 Directors' Remuneration and Staff Costs
The average monthly number of persons employed by the company (including executive and non-executive directors) during the period was 4.
The directors' aggregate remuneration comprised fees in respect of: | Period ended 31 March 2015 £ | |
Directors' fees in respect of J R Wollenberg D M Joseph D A Whitaker
No fees were paid to J Zitron | £209 £ 83 £ 83
£375
|
No retirement benefits are accruing to directors.
There are no other key management personnel employed by the company.
Information on directors' share options is shown in the report of the directors.
7 Tax on Loss on Ordinary Activities
Period ended 31 March 2015 £ | ||
Corporation tax - current tax charge | - | |
| ||
Tax on loss on ordinary activities | - | |
|
The charge for the period can be reconciled to the loss in the income statement as follows:
| Period ended 31 March 2015 £ | |
Loss on ordinary activities before tax | (35,604) | |
| ||
Loss on ordinary activities multiplied by the lower rate of corporation tax in the UK of 20% |
(7,121) | |
Effects of | ||
Losses not available for use | 7,121 | |
| ||
Current tax charge | - | |
|
8 Earnings per Share
The calculation of the basic and diluted loss per share is based on the loss for the period of £35,604 and on 6,616,573 Ordinary shares, being the weighted average number of shares in issue during the period.
Potential Ordinary shares are antidilutive when their conversion to ordinary shares would increase earnings per share or decrease loss per share from continuing operations.
9 Net Assets per Share
At 31 March 2015 | |||
Pence per share | |||
Based on shares in issue at 31 March 2015 of 10,300,000 | 9.33
| ||
|
10 Trade and Other Receivables
At 31 March 2015 | |||||
£ | |||||
Prepayments | 18,000 | ||||
|
11 Trade and Other Payables
At 31 March 2015 | |||||
£ | |||||
Accruals | 2,835 | ||||
|
12 Share-based Payments
The fair values of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the option is measured based on a Black Scholes model (with the contractual life of the option built into the model). The option vests on grant.
Number of | Weighted average | |||
share options | exercise price | |||
Outstanding at incorporation | - | - | ||
Granted during the period | 1,330,000 | 13.6p | ||
Exercised during the period | - | - | ||
Lapsed during the period | - | - | ||
Outstanding at 31 March 2015 | 1,330,000 | 13.6p | ||
Exercisable at 31 March 2015 | 1,330,000 | 13.6p | ||
The terms and condition of outstanding share options are as follows:
Date granted | No. of options | Exercise price | Exercisable between |
22 August 2014 | 1,030,000 | 10p | Date granted and 22 August 2019 |
10 November 2014 | 300,000 | 26p | Date granted and 22 August 2019 |
The weighted average fair value of the options at the measurement date was 1.28p.
The principal assumptions used in assessing the fair value of the options are as follows:
· share price - 10p - 26p;
· exercise price - 10p - 26p;
· option life - 5 years;
· expected dividends - 0%;
· volatility - 1%; and
· risk-free interest rate - 2%.
The share-based payment expense for the period is £17,016.
13 Share Capital
At 31 March 2015 £ | ||
Allotted, called up and fully paid | ||
10,300,000 Ordinary shares of 5 pence each | 515,000 | |
|
Share capital | Ordinary shares | |
number | ||
Ordinary shares of £1 each issued at par on incorporation | 50,000 | |
Subdivided into Ordinary shares of 5p each on 29 May 2014 | 950,000 | |
Issued at £30,000 per share on 29 May 2014 | 1 | |
Issued at 10p per share on 28 August 2014 | 9,299,999 | |
_______ | ||
10,300,000 | ||
|
Details of share options held by the directors are set out in the report of the directors.
The Ordinary shares entitle the holders to voting rights, dividend rights in respect of any dividend declared, and distribution rights on winding-up.
14 Share Premium Account
£ | ||
In respect of Ordinary shares issued on 9 April 2014 | - | |
In respect of Ordinary shares issued on 29 May 2014 | 30,000 | |
In respect of Ordinary shares issued on 28 August 2014 | 465,000 | |
Transaction costs of issue of shares | (30,040) | |
_______ | ||
Balance at 31 March 2015 | 464,960 | |
|
15 Financial instruments
The company has exposure to credit risk, liquidity risk and market risk. This note presents information about the company's exposure to these risks, along with the company's objectives, processes and policies for managing the risks.
Credit risk
Credit risk is the risk of financial loss for the company if a client or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company's receivables from clients and monies on deposit with financial institutions.
The company has a credit policy in place and credit risk is monitored by the board on an ongoing basis. Credit evaluations are carried out on all new clients before credit is granted above certain thresholds. There is a spread of risks among a number of clients with no significant concentration of risk with any one client. The company establishes an allowance for impairment in respect of trade receivables where there is any doubt over recoverability.
The company has significant monies on deposit at the year end in instant access deposits commensurate with its aims. The company's policy is to maximise financial income on these cash deposits whilst credit risk is mitigated through placing cash with leading international highly-rated financial institutions.
The carrying amount of financial assets represents the maximum exposure to credit risk as follows:
2015 | ||
£000 | ||
Cash and cash equivalents | 946,207 | |
|
All financial assets are sterling denominated.
Liquidity risk
Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company's approach to managing liquidity is to ensure, as far as possible, that it will always have adequate liquidity to meet its liabilities as they fall due, without incurring unacceptable losses or risking damage to the company's reputation.
In respect of cash deposits, the carrying value approximates to fair value because of the instant access of the deposits. Interest rates are floating. There is also no difference between the fair value of other financial assets and financial liabilities and their carrying value in the balance sheet.
The company's financial liabilities comprise trade creditors and other creditors amounting to £2,835 and are all repayable within one year and are non-interest bearing.
Banking facilities
The company does not have loan or overdraft facilities. Sufficient cash resources are available to the company to complete the current acquisition programme. The board will keep this position under review.
Market risk
Market risk is the risk that changes in market prices such as currency rates, interest rates and stock market prices will affect the company's results. The company's objective is to manage and control market risk within suitable parameters.
Currency risk
All of the company's transactions are denominated in sterling. Accordingly, the company has no direct exposure to exchange rate fluctuations. Furthermore, the company does not trade in derivatives.
Interest rate risk
The company does not undertake any hedging activity in this area. The main element of interest rate risk involves sterling deposits which are placed on deposit.
16 Commitments
There were no commitments under contract at 31 March 2015.
17 Related Party Transactions
During the period the company did not enter into any material transactions with related parties.
Notice of Annual General Meeting
Notice is hereby given that the first Annual General Meeting of General Industries plc will be held at Tempus Wharf 29A, Bermondsey Wall West, London, SE16 4SA on 19 August 2015 at 12 noon, for the following purposes:
Ordinary business
1. To receive the reports of the directors and auditor and the financial statements for the period ended 31 March 2015.
2. To approve the remuneration report for the period ended 31 March 2015.
3. To re-elect as a director, J Richard Wollenberg who was appointed during the period.
4. To re-elect as a director, David A Whitaker who was appointed during the period.
5. To re-elect as a director, Derek M Joseph who was appointed during the period.
6. To re-elect as a director, Jeffrey C Zitron who was appointed during the period.
7. To re-appoint Saffery Champness as auditor of the company and to authorise the directors to determine its remuneration.
Registered office: | By order of the board |
56 Station Road Egham | Derek M Joseph Director |
TW20 9LF | 20 July 2015 |
Notes
1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the company.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy the form of proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. A form of proxy accompanies this notice. Forms of proxy, to be valid, must be delivered to the company's offices at 56 Station Road, Egham, Surrey TW20 9LF in accordance with the instructions printed thereon, not less than 48 hours before the time appointed for the holding of the meeting.
4. If you are not a member of the company but you have been nominated under section 146 of the Companies Act 2006 (the 'Act') by a member of the company to enjoy information rights, you do not have the rights of members in relation to the appointment of proxies set out in notes 1, 2 and 3. The rights described in those notes can only be exercised by members of the company.
5. 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 you either select the "Withheld" option or 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.
6. Information regarding the meeting, including the information required by section 311A of the Act, is available from www.general-industries.co.uk
7. As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the register of members of the company 48 hours before the time set for the meeting shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
8. As at 16:00 hours on 17 July 2015 the company's issued share capital comprised 10,300,000 ordinary shares of 5p pence each. Each ordinary share carries the right to one vote at a general meeting of the company and, therefore, the total number of voting rights in the company at 16:00 hours on 17 July 2015 is 10,300,000.
9. Under section 319A of the Act, the company must answer any question you ask relating to the business being dealt with at the meeting unless (a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
10. If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a 'Nominated Person'), you may have a right under an agreement between you and the member of the company who has nominated you to have information rights (a 'Relevant Member') to be appointed or to have someone else appointed as a proxy for the meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the company) regarding any changes or queries relating to your personal details and your interest in the company (including any administrative matters). The only exception to this is where the company expressly requests a response from you.
11. Members satisfying the thresholds in section 338 of the Act may require the company to give, to members of the company entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the Annual General Meeting includes a resolution circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the company not later than 6 weeks before the date of the Annual General Meeting.
12. Members satisfying the thresholds in section 338A of the Act may request the company to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the company not later than 6 weeks before the date of the Annual General Meeting.
13. Members satisfying the thresholds in section 527 of the Act can require the company to publish a statement on its website setting out any matter relating to (i) the audit of the company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the company ceasing to hold office since the last Annual General Meeting, which the members propose to raise at the meeting. The company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the company's auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the company has been required to publish on its website pursuant to this right.
14. Copies of the directors' service contracts will be available for inspection at the registered office of the company during usual business hours from the date of this notice until the date of the Annual General Meeting, and also during and at least fifteen minutes before the beginning of the Annual General Meeting.