GWIK.L Regulatory News (GWIK)

Treveria plc

Notice of Extraordinary General Meeting

Treveria plc (AIM: TRV) has today issued a circular to shareholders containing a notice of an Extraordinary General Meeting, the full text of which is given below.

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.

TREVERIA PLC

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 1931-2004 with company number 114610C)

Proposals for:

Approval of New Articles

Re-registration under the 2006 Companies Act

Change to par value of shares

and

Notice of Extraordinary General Meeting

Your attention is drawn to the letter from Graham Smith, non-executive director of Treveria plc which is set out on pages 7 to 10 of this document. Your Board recommends that you vote in favour of the resolutions to be proposed at the General Meeting referred to below. You should read the whole text of this document.

Notice of an Extraordinary General Meeting of Treveria plc to be held at IOMA House, Hope Street, Douglas, Isle of Man at 10.00 a.m. on 23 October 2015 is set out at the end of this document. A form of proxy for use at the General Meeting accompanies this document. Whether or not you propose to attend the General Meeting, 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 Extraordinary General Meeting 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 General Meeting.

Copies of this document 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 a copy is available on the website of Treveria plc at www.treveria.com

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

Directors, Secretary and Advisers

LETTER FROM THE DIRECTORS

 Treveria plc

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 1931 - 2004 with company number 114610C)

29 September 2015

To all shareholders

Proposals for:

Approval of New Articles

Re-registration under the 2006 Companies Act

Change to par value of shares

and

Notice of Extraordinary General Meeting

Introduction

I am writing to give you details of the resolutions 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 23 October 2015 at 10.00 a.m, and which are set out in the notice of Extraordinary General Meeting on pages 14 - 15 of this document.

On 3 September 2015, the Company announced the sale of its entire interest in its subsidiaries for approximately €17 million, and that legal proceedings against two of its former professional advisers had been concluded on mutually acceptable terms. The Company has therefore completed the orderly realisation of its portfolio in accordance with its Investment Policy. Accordingly, the Board is intending to return to shareholders all the cash belonging to the Company, except for a residual amount to cover estimated final costs. However, this is dependent on Shareholders approving a change to the Company's legal form at the EGM, described more fully below.

As a result of the implementation of the chosen strategy the Company has no remaining assets of any value which would justify the on-going corporate and administrative costs of a quoted Group under its present ownership and resources. Discussions have taken place with a number of parties interested in retaining the admission of Ordinary Shares to trading on AIM and utilising the Company for other business activities, with a view to affording all Shareholders a means of maintaining a modest investment in the on-going Group or to exit entirely, as they should decide.

Accordingly and following the conclusion of the Extraordinary General Meeting and approval of the final return of capital to Shareholders, your Board expects to seek additional approvals from Shareholders concerning the winding-up or other ultimate disposition of the Company. In order to provide maximum flexibility for your Board in considering all options following the return of capital, it is proposed at the Extraordinary General Meeting to seek approval from Shareholders to, additionally, to allow the Company to potentially raise fresh capital. The Extraordinary General Meeting is being convened at which Shareholders will be asked to vote on the Proposals. The Proposals comprise: re-registration of the Company as a company incorporated under the 2006 Act; an authority to the Directors to allot New Ordinary Shares and approval of the New Memorandum and Articles of Association of the Company.

This document sets out the details of the Proposals to be considered at the Extraordinary General Meeting. It also explains why your Board is recommending that you vote in favour of the Resolutions. Further details of the Extraordinary General Meeting and action to be taken are set out on pages 14 to 15 of this document. 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 10.00 a.m. on 21 October 2015.

Proposed conversion to a 2006 Act Company

The Directors have been considering the means by which the proceeds from the sales of investments might be distributed to Shareholders. It should be noted that the existing capital structure includes issued share capital of €6,050,088 and a capital redemption reserve of €1,108,487 neither of which are distributable. The Directors have concluded that it would be in the best interest's of the Company and the Shareholders to re-register the Company as a company governed by the 2006 Act.

The 2006 Act updates and modernises Isle of Man company law and, amongst other things, abolishes a number of traditional company law formalities including the requirement to maintain capital (subject to solvency). Accordingly, subject to the Re-registration becoming effective, it should be simpler for the Company to return funds to its Shareholders.

Part 1 of the Schedule to this Circular contains a brief explanation of the key characteristics of companies incorporated under the 2006 Act. As part of the Re-registration the Company proposes to adopt the New Memorandum and the New Articles, which the Company considers are appropriate for a company incorporated under the 2006 Act and the shares of which are admitted to AIM. Changes considered significant which have been incorporated in to the New Articles are listed in Part 2 of the Schedule to this Circular.

The Directors therefore propose a special resolution at the Extraordinary General Meeting approving the following additional matters:

(a) the re-registration of the Company as a company governed by the 2006 Act (it is currently incorporated under the Isle of Man Companies Acts 1931-2004) (the "Re-registration"); and

(b) the adoption of a new memorandum of association (the "New Memorandum") and new articles of association (the "New Articles") suitable for a company governed by the 2006 Act.

Copies of the New Memorandum and the New Articles are available for review from the Company's registered office at any time before the General Meeting; in addition, copies of the New Memorandum and the New Articles will be available on the Company's website at www.treveria.com and at the Extraordinary General Meeting.

On the basis that the Re-registration proceeds, the 2006 Act provides that the Company will be deemed to be the same legal entity as existed prior to the Re-registration and the Re-registration will not serve to prejudice or affect the continuity of the Company. On the date the Registrar of Companies in the Isle of Man issues a certificate of re-registration in respect of the Company, the Company will cease to be a company incorporated under and subject to the Companies Acts 1931-2004 (as amended); instead the Company will be subject to the 2006 Act.

Change in Par Value of Shares

Under the 2006 Act a share may be issued with or without a par value. Under the 2006 Act the directors may by resolution, subject to contrary provision in its memorandum or articles, alter the Company's share capital comprising shares with par value in any way and, in particular but without prejudice to the generality of the foregoing, may-

(a) consolidate and divide all or any of such shares into shares of a larger amount;

(b) redenominate all or any of such shares as shares with a par value denominated in another currency on such basis as the directors see fit; or

 (c) sub-divide such shares, or any of them, into shares of smaller amount.

It is proposed that following the Re-registration that the Proposed Directors will pass a board resolution redenominating the par value of the Ordinary Shares in issue from €0.01 per share to no par value per share.

The change in par value of the shares is not considered to have any detrimental effect on the rights attaching to the Ordinary Shares held by the Shareholders.

Registered Agent

It is a requirement under the 2006 Act that the Company appoint a licensed registered agent in the Isle of Man to act as registered agent to the Company. The registered agent is required to submit the Re-Registration application to the Isle of Man Companies Registry on behalf of the Company. It is intended that FIM Capital Limited (formerly known as IOMA Fund and Investment Management Limited) will be appointed as the first registered agent of the Company.

Certificates

No new share certificates will be issued as a result of the Re-registration.

Distribution

Conditional upon the resolution to re-register the Company under the 2006 Act being passed, and Re-registration being completed, the Company shall immediately declare the Distribution expected to be approximately 3.5 Eurocents to be paid on 20 November 2015 to Shareholders recorded on the register on 6 November 2015. The Ordinary Shares will be marked "ex" on 5 November 2015. The total amount thereby distributed will equal approximately €21.175m, which represents the entire net asset value of the Company, less a performance fee, to which Kewbridge Capital Limited is contractually entitled. The exact amount will be dependent on the costs of dealing with residual issues, some of which can at present only be estimated.

Taxation

The Distribution will be paid out of the distributable reserves created upon the cancellation of the share premium which arose on the admission of ordinary Shares to trading on AIM in 2005, and out of the nominal share capital which will become distributable if resolution 2 to convert the Company to a 2006 Act Company is passed. Accordingly, the Company considers that the Distribution is a return of capital, but shareholders are advised to consult their own tax adviser to confirm the correct treatment of the Distribution.

General Meeting

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

Resolutions

Resolution 1, proposed as an ordinary resolution requiring approval of 50% of shares being voted upon to be passed, will allow the Company to issue additional Ordinary Shares, to facilitate possible future arrangements for the Company being considered as an alternative to a liquidation, in which the admission of Ordinary Shares to trading on AIM is retained, and the Company is utilised for other business activities

Resolution 2, proposed as a special resolution requiring approval of 75% of shares being voted upon to be passed, will put into effect a conversion of the Company to a 2006 Act Company, so that the Company is able to return its capital, subject only to meeting the requirements of the Solvency Test.

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 10.00 a.m. on 21 October 2015, 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

The Directors consider the Proposals to be in the best interests of the Company and the Shareholders as a whole. The Directors believe that there is an opportunity to achieve further value from the Company in the future. They therefore believe that that the Proposals give Shareholders the opportunity to realise cash for their investment immediately, whilst the Directors evaluate and consider the alternatives to delisting from AIM and winding-up the Company. The Directors therefore unanimously recommend that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Richmond Invest BV, a company in which Mr David Malpica is beneficially interested, intend to vote in favour of the resolutions representing 15.067% of the Company's issued share capital.

Yours faithfully,

Graham Smith

Non- Executive Director

SCHEDULE

PART 1

KEY CHARACTERISTICS OF COMPANIES INCORPORATED UNDER THE 2006 ACT

The following are some key characteristics of companies incorporated under, and subject to, the 2006 Act. It should be noted that the following does not constitute an exhaustive list of the differences between the statutory regimes to which companies incorporated under the Isle of Man Companies Acts 1931 to 2004 (collectively, the "1931 Act") and companies incorporated under the 2006 Act are subject.

Resolutions

The 2006 Act does not differentiate between ordinary resolutions (passed by a simple majority of votes cast in relation to the relevant resolution) and special resolutions (passed by a majority of three-quarters of votes cast in relation to the relevant resolution). However, there is no prohibition on the Company adopting such a differentiation if it chooses to do so. Accordingly, the New Articles provide for both ordinary resolutions and special resolutions where appropriate.

Share Capital

Companies incorporated under the 2006 Act are not required to have an authorised share capital and therefore the New Articles will not include an authorised share capital.

Reduction of Capital

The 2006 Act will permit the Company to reduce its share capital, subject to a statutory solvency test (the "Solvency Test") being satisfied and with the sanction of a special resolution of its members. As such, there will be no need for the Court to confirm any reduction of capital.

Dividends, Redemptions and Buy-backs of Shares

Subject to compliance with the New Memorandum and the New Articles, the 2006 Act will allow the Company, post Re-registration, to declare and pay a dividend, or to declare and distribute a dividend in specie, and to purchase, redeem or otherwise acquire its own shares subject only to meeting the Solvency Test. There is therefore no requirement, subject to satisfying the Solvency Test that dividends, purchases, redemptions or other acquisitions of shares be made out of, or with reference to, distributable reserves.

Amendments to Constitutional Documents

The 2006 Act does not require a company subject to its provisions to amend its memorandum or articles of association by special resolution. However, the proposed New Memorandum to be adopted by the Company upon its Re-registration provides that the Company's memorandum and articles of association may only be amended by special resolution of the Company.

Voluntary Winding Up

Unless otherwise provided for in a company's memorandum and articles of association, a 2006 Act company may be wound up voluntarily with the sanction of an ordinary resolution of its members.

Capacity and Powers

Companies incorporated under the 2006 Act have separate legal personality and perpetual existence. In addition, such companies have unlimited capacity to carry on or undertake any business or activity; this is so notwithstanding the matter of corporate benefit. The 2006 Act specifically states that no corporate act is beyond the capacity of a company incorporated under the 2006 Act by reason only of the fact that the relevant company has purported to restrict its capacity in any way in its memorandum or articles of association or otherwise. A person who deals in good faith with a company incorporated under the 2006 Act is entitled to assume that the directors of the company are acting without limitation.

Other Points

In addition to the foregoing, the following other points should be noted in relation to companies incorporated under the 2006 Act:

- there are no prohibitions in relation to the Company providing financial assistance for the purchase of its own shares;

- there is a requirement for a company to appoint a registered agent appropriately licensed in the Isle of Man (it is proposed that FIM Capital Limited will be the Company's first registered agent following Re-registration);

- there is no differentiation between public and private companies;

- there are simple share offer document requirements/share offering/prospectus requirements;

- there are reduced compulsory registry filings;

- there is no statutory requirement for a company incorporated under the 2006 Act to have an annual general meeting ;

- there is no statutory requirement for a company incorporated under the 2006 Act to have a company secretary ;

PART 2

SUMMARY OF THE NEW ARTICLES

The principal changes which would arise from the adoption of the New Articles are summarised below. It should be noted that the following does not constitute an exhaustive list of the differences between the Company's current articles of association and the New Articles.

Share Capital

Under the 2006 Act, there is no requirement to have an authorised share capital, and accordingly this provision has been deleted from the New Articles.

Increase, consolidation, cancellation and sub division

Under the 2006 Act, subject to any contrary provision in its memorandum or articles the directors may, by resolution, alter a company's share capital comprising shares with par value in any way. The Articles have been amended to specifically grant the directors the power to amend the par value of shares of the Company.

Other amendments to the share capital are still required to be authorised by ordinary resolution.

Purchase of Shares

Subject to the satisfaction of the Solvency Test, the New Articles will permit the buy-back of shares by the Company without the restrictions which currently apply under the 1931 Act in terms of which such a purchase can only be funded from distributable profits or the proceeds of a fresh issue of shares made for the purpose of the repurchase.

Sanction to Variation

The current articles of association of the Company permit, in the event the share capital is divided into shares of different classes, the variation of the rights attached to a class of shares with the consent in writing of the holders of not less than three quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution. The New Articles contain a similar provision except that the reference to approval by extraordinary resolution has been deleted, as the 2006 Act does not recognise the concept of such resolutions, and reference to a special resolution inserted.

Meetings on Short Notice

The New Articles includes a provision allowing for a general meeting to be called by shorter notice than required in the Articles if a member or members holding at least 90 per cent of the voting rights in relation thereto have waived notice of the meeting.

Dividends

As with the current Articles, the New Articles provide that the Company may by Ordinary Resolution declare dividends available for distribution. However, under the 2006 Act a dividend shall only be paid if the Directors pass a resolution confirming they are satisfied, on reasonable grounds, that the Company will, immediately after payment of the dividend, satisfy the Solvency Test. This position is reflected in the New Articles and applies to all dividends and distributions made by the Company.

Accounts

The New Articles provide that copies of the Company's reports and accounts to be sent to members may be emailed to members who have notified the Company of a valid email address and who agree to receive the Company's reports and accounts electronically.

Authentication of documents

The 2006 Act provides that any document requiring authentication or attestation by the Company may be authenticated or signed by any person acting under the express or implied authority of the Company, and need not be under Seal. This is reflected in the New Articles.

TREVERIA PLC

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 1931-2004 with company number 114610C)

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 23 October 2015 at 10 a.m. to consider and, if thought fit, pass the following resolutions, resolution number 1 being proposed as an ordinary resolution and resolution 2 being proposed as a special resolution.

To consider and, if thought fit, to pass the following resolution which will be proposed as ordinary resolutions:

1. That the Directors be generally and unconditionally authorised in accordance with article 10 of the Company's articles of association to exercise all of the powers of the Company to allot up to an aggregate of 2,500,000,000 Ordinary Shares at the par value (in addition to the Ordinary Shares in issue at the date of the Extraordinary General Meeting); such authority to expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company or, if earlier, the date 15 months after the date of passing this Resolution, provided that this authority shall allow the Company, before such expiry, to make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted after this authority expires and the Directors may allot such Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution number 2 will be proposed as a special resolution as follows:

2. That:

(a) the Company be re-registered as a company incorporated under the Companies Act 2006 (the "2006 Act") and the directors be authorised to carry out all actions necessary to complete the Company's re-registration under the 2006 Act, including the appointment of the new registered agent;

(b) the Company adopts the memorandum of association complying with section 149(2) of the 2006 Act in the form initialed by the Chairman of the meeting;

(c) the Company adopts the articles of association in the form initialed by the Chairman of the meeting; and

(d) that following the Company's Re-registration under the 2006 Act, the directors be authorised to pass a board resolution redenominating the current par value of the Ordinary Shares of the Company from £0.01 per share to no par value shares.

Date: 29 September 2015

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 ncorlett@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 21 October 2015 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 2005 (Isle of Man), specifies that only those members registered in the register of members as at 10.00 a.m. on 21 October 2015 (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 21 October 2015 (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.