GWIK.L Regulatory News (GWIK)

25 September 2015

Treveria plc

(the "Company")

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.

The Notice of EGM and Form of Proxy will be available on the Company's website www.treveria.com or from the 1 December 2015 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.

TREVERIA PLC

('the Company')

(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 to approve New Investing Policy

And

Announcement of Change of Name and Trading Currency

Your attention is drawn to the letter from Cameron Pearce of Treveria plc. Your Board recommends that you vote in favour of the resolution to be proposed at the General Meeting ("the Resolution") 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 IM1 1AP at 11.00 a.m. on Friday 18 December 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.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

LETTER FROM THE CHAIRMAN

 Treveria plc

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

25 November 2015

To all shareholders

New Investing Policy

Notice of Extraordinary General Meeting and

Announcement of Change of Name and Trading Currency

Introduction

I am writing to give you details of 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 18 December 2015 at 11.00am and which is set out in the notice of Extraordinary General Meeting at the end of this document.

On 3 September 2015, the Company announced the sale of its entire interest in its subsidiaries for approximately €17 million. Due to the sale of its property assets, on the same date, the Company become an investing company under Rule 15 of the AIM Rules for Companies. As an investing company, it is required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement an investing policy approved at general meeting to the satisfaction of the London Stock Exchange within 12 months of 3 September 2015. If this is not fulfilled, the Company will be suspended pursuant to AIM Rule 40. If the Company remained suspended for a further six months from that date then trading in the Company's Ordinary Shares on AIM would be cancelled.

On 23 October 2015 Shareholders approved a resolution to allow the Company to raise fresh capital which it did on 29 October 2015, when it raised €520,902 (£375,000). Cameron Pearce also joined the Board as the non-executive Chairman on the 29 October. The Board believes that it has sufficient experience and expertise in the sectors and regions in which the Company's new investing policy will be focused and can source attractive investment opportunities with the potential to achieve shareholder value.

This document sets out the detail of the Proposal to be considered at the Extraordinary General Meeting. It also explains why your Board is recommending that you vote in favour of the Resolution. 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 11.00 a.m. on 16 December 2015.

New Investing Policy

The Company became an investing company under Rule 15 of the AIM Rules for Companies on 3 September 2015. The Company's investing policy will solely be to make an acquisition or acquisitions which constitute a reverse takeover under rule 14 of the AIM rules for Companies. As such it will not make any investments that constitute a minority stake in a company. Any transaction constituting a reverse takeover will also require shareholder approval.

The Company will seek to acquire companies within the natural resources sector. Initially the geographical focus will be Australasia and North America but may also consider other regions to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved. The Board will conduct initial due diligence appraisals of potential businesses or projects and, where it believes further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Board believe it has a broad range of contacts through which it is likely to identify various opportunities which may prove suitable.

The Company would need to make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM rules within 12 months from 3 September 2015 in order to avoid suspension of its ordinary shares from trading on AIM. If the Company remained suspended for a further six months from that date then trading in the Company's Ordinary Shares on AIM would be cancelled

Change of Trading Currency

Also with effect from 8.00 a.m. on 1 December 2015, the trading denomination of the Company's ordinary shares nil par value (the "Ordinary Shares") will change from Euro to Pounds Sterling. Thereafter, market prices of the Ordinary Shares will be quoted in pence, and the settlement of trades will be effected in Pounds Sterling.

The Company has taken the decision to change the trading denomination of the Ordinary Shares as a result of the disposal of all its investments located in Germany. The Company does not expect to acquire any investments in the Euro area or with trading activities denominated in Euros.

The Sterling value of the Ordinary Shares at 8.00 a.m. on 1 December 2015 will be based upon the prevailing Euro to Sterling exchange rate as at 4.00 p.m. on 30 November 2015 as extracted from Reuters. Shareholders should note that the nil par value status of the Ordinary Shares will not be affected by this change.

Change of Name

The Company is changing its name to Glenwick Plc, and this will take effect before the end of November when registration formalities are complete. The Ordinary Shares will trade under the new name (ticker code GWIK) with effect from 8.00 a.m. on 1 December 2015.

Consequent on the Company's name change, the website address of the Company will change to www.glenwickplc.com.

Certificates

No new share certificates will be issued to Shareholders holding share certificates as a result of the Company's name change.

General Meeting

The Notice convening the Extraordinary General Meeting at which the Resolution will be proposed as an ordinary resolution is set out at the end of this Circular. In summary the Resolution proposes that the Company adopt the New Investing Policy, on the terms set out at above. Please note that unless the Resolution passes the New Investing Policy outlined in this Circular will not be implemented. However, the change of Company name and trading currency is not dependent on a shareholder vote and will already have taken effect by then.

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 11.00 a.m. on 16 December 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 Proposal to be in the best interests of the Company and the Shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolution to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial holdings, amounting in aggregate to 45,679,420 Ordinary Shares representing approximately 4.06 per cent. of the issued share capital of the Company.

Yours faithfully,

Cameron Pearce

Non - Executive Chairman

TREVERIA 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 18 December 2015 at11 a.m. to consider and, if thought fit, pass the following resolution being proposed as an ordinary resolution.

That the Company adopt the following as its Investing Policy:

The Company's investing policy will solely be to make an acquisition or acquisitions which constitute a reverse takeover under rule 14 of the AIM rules for Companies. Any transaction constituting a reverse takeover will also require shareholder approval. The Company will seek to acquire companies within the natural resources sector. Initially the geographical focus will be Australasia and North America but may also consider other regions to the extent that the Board considers that valuable opportunities exist and positive returns can be achieved.

Date: 25 November 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 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 11.00 a.m. on 16 December 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 11.00 a.m. on 16 December 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 11.00 a.m. on 16 December 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.