22 Jan 2021 12:45
Norish plc
NOTICE OF EXTRAORDINARY GENERAL MEETING
Norish plc ("Norish" or the "Company") announces that an Extraordinary General Meeting of the Company will be held at 11.30 a.m. on 18 February 2021 by way of the electronic communications platform described below (the "EGM").
The business of the EGM is to consider and, if thought fit, approve resolutions (including changes to the Company's Articles of Association) (the Resolutions) relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV (Euroclear Bank) for the electronic settlement of trading in the Company's ordinary shares (the Shares), including the transfer of uncertificated securities of the Company to the nominee of Euroclear Bank (the Migration). Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on the Alternative Investment Market (AIM) of the London Stock Exchange and remain eligible for continued admission to trading and listing.
If the Resolutions are not passed and the Company does not participate in the Migration, the Company believes that this would have a material adverse impact on liquidity in, and could have a material adverse impact on the market value of the Shares, as well as the relative attractiveness of the Shares for investors.
In line with Irish Government restrictions in relation to travel and public gatherings, which were introduced to control the spread of COVID-19 and to limit and mitigate risks to the health and safety of our shareholders, employees and directors, the EGM will not be held at a physical venue. Instead Shareholders are invited to remotely attend, speak, ask questions and vote at the EGM via the virtual meeting platform provided by Zoom Video Communications, Inc. (the Virtual Meeting Platform) or the related teleconference facility. The Meeting ID required to access the EGM on the Virtual Meeting Platform is 862 5149 2254.
Full details of how to access the EGM via the Virtual Meeting Platform or telephone conference facility are set out in the Circular which also includes the Notice of the EGM (the Circular) and on the Company's website (www.norish.com).
The Board encourages shareholders to appoint the Chairman of the EGM as their proxy, by submitting a Form of Proxy not less than 48 hours before the time appointed for the EGM, in order to ensure their vote is counted and be represented at the EGM without attending in person.
The Circular is available to view on the Company's website https://www.norish.com/investor-relations/announcements/egm-2021, together with copies of the documents referred to in the Circular, and will be available for inspection during normal business hours on any business day from the date of this announcement until the EGM at the registered office of the Company. Shareholders are requested not to attend at the registered office to inspect documents, but instead to inspect them online.
A Form of Proxy for use at the EGM is enclosed. If you wish to validly appoint a proxy by post, the Form of Proxy should be completed and signed in accordance with the instructions printed thereon, and returned by post so as to be received by the Company's Transfer Agent, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD, United Kingdom, in each case to be received by no later than 11.30 a.m. on 16 February 2021.
Alternatively, proxy appointments may be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST manual and received by the Transfer Agent under CREST Participant ID 7RA11 by 11.30 a.m. on 16 February 2021.
In order to ensure that electronic trading of the Company's Shares may continue to be settled at all relevant times in a legally compliant manner, and to ensure ongoing compliance with the electronic share trading requirements for listing on AIM, the Board of Directors believes that each of the Resolutions are in the best interests of the Company and its Shareholders as a whole and the Board of Directors unanimously recommends that you vote in favour of each of these Resolutions, as they intend to do so themselves in respect of all of the Shares held or beneficially owned by them (as at the Latest Practicable Date, the Board held, in aggregate 7,566,898 Shares representing approximately 25.16% of the issued ordinary Share capital of the Company on that date).
Ends
22 January 2021
Enquires:
Gerard Murphy
Company Secretary
Tel: 00 44 (0) 1293 862 498