Last checked at 16 Mar 2021 14:42
NOTICE
OF GENERAL MEETING 2021
What : General Meeting of Orient Telecoms Plc
When : 9 April 2021 at 4.00 p.m. Malaysian Time
Where : via Zoom details provided on page 2
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your shares in Orient Telecoms plc, you should at once forward this document and the accompanying proxy form to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Letter to Shareholders
Orient Telecoms plc ('the Company')
Registered in England & Wales
Company No. 10028222
Registered Office
Suite A, 6 Honduras Street
London EC1Y 0TH
United Kingdom
Directors
Sayed Mustafa Ali
Ross Andrews
Leon Santos
Chee Keong Wong
Dear Shareholders
I am writing to invite you to a General Meeting ('the GM') of Orient Telecoms plc('the Company'), which will be held virtually via zoom, the details which we have set out in the notice on 9 April 2021 at 4.00 p.m. (Malaysian Time) in respect of action regarding a serious loss of capital pursuant to section 656(1) of the Companies Act 2006. To attend the GM, you or your proxy will need to have an internet connection.
The board of directors had on 17 February 2021 become aware that an event of serious loss of capital had occurred within the Company in the past. In circumstances where the value of the Company's net assets is less than half of its called up share capital (categorised as a 'Serious Loss of Capital'), the Directors are required, pursuant to section 656(1) of the Companies Act 2006, to convene a general meeting of the Company for the purpose of allowing shareholders to consider whether any, and, if so what, steps should be taken to deal with the situation. The Board is pleased to report that since 31 March 2020 the position has improved, and the net assets are no longer less than half of its called up share capital. Therefore the Board does not consider it necessary to propose any resolutions in relation to this matter at the General Meeting. It does however welcome dialogue with shareholders on this point and the General Meeting will provide a forum for such discussions to take place
HOW TO ATTEND
In response to the current COVID-19 crisis, the UK and Malaysian governments have established preventative measures prohibiting public gatherings and in light of these measures the board have decided to hold this meeting virtually using Zoom. There will be no physical meeting.
Please follow the link below to attend the meeting.
https://zoom.us/j/95829407413?pwd=YlREazhsVlJySTdUeVRHTmVEd2tNdz09
Meeting ID: 958 2940 7413
Passcode: DJnUM2
You may find it more convenient to contact Sara Chawankon by email and ask her to send the link to you electronically. You may contact her on the following address: sara@orient-telecoms.com
Yours faithfully,
______________________
Chee Keong Wong
Chairman
16 March 2021
Click on, or paste the following link into your web browser, to view the Form of Proxy.
http://www.rns-pdf.londonstockexchange.com/rns/4564S_1-2021-3-16.pdf
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Orient Telecoms plc ('the Company') will be held virtually via zoom, the details of which we have set out in this notice on page 2, on 9 April 2021 at 4.00 p.m. (Malaysian time).
SERIOUS LOSS OF CAPITAL
The board of directors had on 17 February 2021 become aware that an event of serious loss of capital had occurred within the Company in the past. Pursuant to Section 656 of the Companies Act 2006, a General Meeting is hereby called to consider whether any, and if so what, steps should be taken to address the serious loss of capital within the Company, pursuant to section 656(1) of the Companies Act 2006.
BY ORDER OF THE BOARD
Peter Driver
For London Registrars Ltd
Company Secretary
16 March 2021
Explanatory notes to the Notice of General Meeting
1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend, speak and vote instead of him. The proxy need not be a member of the Company but must attend the meeting to represent you.
2. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. If you wish to appoint a proxy other than the Chairman, write the full name of your proxy in the box provided in the Form of Proxy.
3. In the case of joint holders, the signature of any one of them will suffice but the names of all joint holders should be stated..
4. To be effective, the Form of Proxy must be duly completed and deposited together with any power of attorney or other authority (if any) under which it is executed (or a duly certified copy of such power of authority) and lodged at the registered office of the Company on or before 4:00 p.m. (Malaysian time) on 7 April 2021 being not more than 48 hours (excluding non-working days) prior to the time fixed for the meeting). Whether or not you propose to attend the General Meeting, please complete, sign and submit a Form of Proxy to the Company Secretary by no later than the time and date specified above.
5. Completion and return of the Form of Proxy will not preclude a shareholder from attending and voting in person at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
6. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members entered on the register of members of the Company by 4:00 p.m. (Malaysian time) on 7 April 2021 (being not more than 48 hours (excluding non-working days) prior to the time fixed for the meeting) shall be entitled to attend and vote at the meeting or, if the meeting is adjourned, by 4:00 p.m. (Malaysian time) on such date being not more than 48 hours (excluding non-working days) prior to the date fixed for the adjourned meeting. Changes to entries on the register of members after such time shall be disregarded in determining the right of any person to attend or vote at the meeting.
7. A company which is a member can appoint a corporate representative , who may exercise, on its behalf, all its powers as a member. Additionally, if a company which is a member wishes to appoint a proxy, the proxy form or letter of appointment of a corporate representative must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company.
Explanatory notes relating to the business to be conducted at the General Meeting
Meeting held pursuant to section 656, Companies Act 2006
In circumstances where the value of the Company's net assets is less than half of its called up share capital (categorised as a 'Serious Loss of Capital'), the Directors are required, pursuant to section 656(1) of the Companies Act 2006, to convene a general meeting of the Company for the purpose of allowing shareholders to consider whether any, and, if so what, steps should be taken to deal with the situation. The Board would therefore like to ensure that this matter is addressed accordingly.
As set out on page 2 that since 31 March 2020 the position of the Company has improved, and the net assets are no longer less than half of its called up share capital. In light of this announcement the Board does not consider it necessary to propose any resolutions in relation to this matter at the General Meeting. The Board does however welcome dialogue with on this point and the General Meeting will provide a forum for such discussions to take place.