GWIK.L Regulatory News (GWIK)

12 January 2016

Glenwick Plc

(the "Company")

Notice of Extraordinary General Meeting

Glenwick plc (AIM: GWIK) has today issued a circular (the "Circular") to shareholders in the Company ("Shareholders") containing a notice of an extraordinary general meeting (the "Extraordinary General Meeting" or "EGM"), the full text of which is given below.

The Notice of EGM and form of proxy will be available on the Company's website www.glenwickplc.com 

For further information, please contact:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) who specialises in advising in connection with shares and other securities if you are in the United Kingdom or, if you are resident outside the United Kingdom, from another appropriately qualified independent financial adviser.

If you have sold or transferred all your Ordinary Shares you should send this document together with 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 onward transmission to the purchaser or transferee. If you have sold or transferred only part of your holding in Ordinary Shares in the Company, you should retain these documents, and consult the person through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictions. In particular, this document should not be forwarded or transmitted in or into the United States, Canada, Australia, South Africa, Japan or any other jurisdiction where it would be illegal to do so. The Ordinary Shares have not been registered under the United States Securities Act 1933 (as amended) or under any of the relevant securities laws of any state of the United States or of Canada, Australia, South Africa or Japan. Accordingly, none of the Ordinary Shares may (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or for the account or benefit of any such person located in the United States, Canada, Australia, South Africa or Japan.

This document does not constitute a prospectus for the purposes of the Prospectus Rules of the FCA or an admission document for the purpose of the AIM Rules for Companies. The Directors accept responsibility for the information contained in this document and to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The London Stock Exchange Plc has not itself examined or approved the contents of this document. AIM is a market designed primarily for emerging or smaller companies to which a higher degree of investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List and the AIM Rules are less demanding than those of the Official List.

GLENWICK PLC

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with company number 012926V)

Proposal for:

Grant of Options

and

Notice of Extraordinary General Meeting

Your attention is drawn to the letter from Graham Smith, non-executive director of Glenwick plc. Your Board recommends that you vote in favour of the resolution to be proposed at the Extraordinary General Meeting ("EGM") referred to below. You should read the whole text of this document.

Notice of an EGM of Glenwick plc ("Glenwick" or the "Company") to be held at IOMA House, Hope Street, Douglas, Isle of Man at 10.00am on Thursday 4 February 2016 is set out at the end of this document. A form of proxy ("Form of Proxy") for use at the EGM accompanies this document. Whether or not you propose to attend the EGM, you are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed on it to FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP as soon as possible and in any event no later than 48 hours before the time of the EGM or any adjourned meeting. Completion and return of the Form of Proxy will not preclude a Shareholder from attending in person and voting at the EGM.

Copies of this document and the Form of Proxy will be available free of charge from the Company's registered office, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP during normal business hours and copies are available on the Company's website at www.glenwickplc.com

LETTER FROM THE DIRECTORS

Glenwick plc

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006with company number 012926V)

12 January 2016

To all shareholders

Proposal for:

Grant of Options

and

Notice of Extraordinary General Meeting

Introduction

I am writing to give you details of the resolution (the "Resolution") to be proposed at an Extraordinary General Meeting of the Company to be held at the offices of FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man on Thursday 4 February 2016 at 10.00am, and which are set out below in the notice of Extraordinary General Meeting .

The Company now intends to grant 80,301,318 options (the "Options") to Cameron Pearce, Sam Quinn and to FIM Capital Limited, the administrator of the Company, of which Graham Smith is also a director. The entire Board's participation in the grant of Options (when aggregated to the Directors' existing shareholding and warrants) will constitute a related party transaction for the purposes of Rule 13 of the AIM Rules. As there are no independent Directors for the purposes of providing the fair and reasonable statement, required under Rule 13 of the AIM Rules, the Company is seeking shareholder approval to approve the grant of Options to the Directors.

This document sets out the details of the grant of Options to be considered at the EGM. Further details of the Extraordinary General Meeting and action to be taken are set out below . Shareholders are encouraged to complete their Form of Proxy whether or not they intend to attend the meeting and return it as soon as possible, but in any event no later than 10.00am on Tuesday 2 February 2016.

Grant of Options

The Company has announced the following equity placings in the recent past:

Following the latest placing, the total number of shares in issue stands at 1,609,244,882. The current share price as at the close of business on 11 January 2016 is 0.17 pence.

The Company has a relatively small level of working capital which is available primarily to identify and evaluate investment targets and as seed funding for their acquisition. It is imprudent for the Company to commit itself to high fixed levels of costs.

Taking the Options instead of higher levels of fixed remuneration will enable the Company to conserve cash by reducing the fixed cost base and replacing it with a results based cost, and incentivise the Directors accordingly. The exercise price for the Options will be fixed to equal Glenwick's share price on the date on which the Options are granted, and the total number of Options represents 4.9% of the existing number of shares in issue. The Options will have a vesting period of 3 years and will only be exercisable once the Company has implemented its investing policy. The Directors believe that the grant of the Options will provide them with an incentive over a number of years to increase Shareholder value.

Details of the Directors' and FIM Capital's existing shareholdings and proposed Options are as follows:

General Meeting

The Notice convening the Extraordinary General Meeting at which the Resolution will be proposed is set out at the back of this Circular. A summary of the Resolution is set out below. Please note that unless the Resolution is passed the proposal outlined in this Circular will not proceed.

Resolution

The sole Resolution, proposed as an ordinary resolution requiring approval of 50% of shares being voted upon to be passed, will allow the Company to grant the Options to the Directors and FIM Capital Limited.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received at the Company's registered office, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP not later than 10.00am on 2 February 2016, being 48 hours before the time appointed for holding the Extraordinary General Meeting. Completion of the Form of Proxy will not preclude you from attending and voting at the Extraordinary General Meeting in person if you so wish.

Recommendation and Related Party

The grant of the Options (when aggregated to the Directors' existing shareholdings and warrants) to the Directors, is a related party transaction under the AIM Rules. Given that Cameron Pearce, Sam Quinn and FIM Capital Limited are recipients of the Options all the Directors are related parties for the purposes of the grant of the Options and as such there are no independent Directors for the purposes of the AIM Rules to provide an opinion to Shareholders on the grant of the Options or to provide a recommendation to Shareholders as to how to vote on the Resolution. However, Allenby Capital, the Company's nominated adviser, considers that the terms of the grant of the Options to the Directors are fair and reasonable in so far as the Company's Shareholders are concerned.

Given the interest of the Directors in the outcome of the Resolution which, if approved, will permit the grant of the Options, the Directors will abstain from voting on this Resolution.

Yours faithfully,

Graham Smith

Non- Executive Director

GLENWICK PLC

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with company number 012926V)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the members of the Company will be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP on 4 February 2016 at 10 a.m. to consider and, if thought fit, pass the following resolution being proposed as an ordinary resolution.

THAT the Company be authorised to grant a total of 80,301,318 options to the Directors of the Company and to FIM Capital Limited, such options to have an exercise price equal to the share price on the date the options are granted, have a vesting period of 3 years and will only be exercisable once the Company has implemented its investing policy.

Date: 12 January 2016

Notes:

1. A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to attend and vote instead of him or her.

2. A Form of Proxy is enclosed which, to be valid, must be completed and delivered, sent by post or sent by email to gdevlin@fim.co.im or by facsimile to + 44 (0)1624 681392 together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy or copy in some other manner approved by the directors of such authority) to FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP so as to arrive not later than 10.00 a.m. on 2 February 2016 or, in the event that the meeting is adjourned, not later than 48 hours before the time appointed for the meeting or any adjournment thereof.

3. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the meeting or at any adjournment therefore, should they wish to do so.

4. If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on the form of proxy.

5. A vote given by a proxy or authorised representative of a company is valid notwithstanding termination of his authority unless notice of the termination is received at the Company's registrars address as set out in paragraph 2 above (or at such other place at which the instrument of proxy was duly received) at least one hour before the time fixed for holding the meeting or adjourned meeting at which the vote is given.

6. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members as at 10.00 a.m. on 2 February 2016 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the ordinary shares registered in their name at that time. Changes to entries on the register of members after 10.00 a.m. on 2 February 2016 (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.