22 Aug 2016 10:08
WORLD TRADE SYSTEMS PLC ("the Company")
CORRECTION TO ANNOUNCEMENT
The Company announces that following the corrections to the Notice of Annual General Meeting notified today, the explanatory letter to shareholders announced on 17 August 2016 under RNS Number 4694H has also been amended to reflect these changes. The full text of the amended Chairman's letter to shareholders is provided below.
17 August 2016
Dear Shareholder,
Annual General Meeting
I am pleased to invite you to the annual general meeting of the Company, which will be held at the offices of Citroen Wells, Chartered Accountants, 4th floor, Devonshire House, 1 Devonshire Street, London W1W 5DR at 11 a.m. on 30 September 2016 (the "AGM"). Enclosed with this letter is a copy of the report and accounts of the Company for the period ended 31 December 2015.
The business to be conducted at the AGM is set out in the notice of annual general meeting on pages 1 and 2 of this document. You will be asked to consider and vote on the resolutions set out in the notice. An explanation of these resolutions is given in the explanatory notes below.
If you would like to vote on any of the resolutions but are unable to attend the AGM, please complete, sign and return (in accordance with the instructions printed on it) the proxy form enclosed with this document. To be valid, completed and signed proxy forms must be received by the Company's registrars by no later than 6 p.m. on 28 September 2016.
The completion and return of the proxy form will not affect your right to attend and vote in person at the AGM if you wish. You may also appoint a proxy online at http://www.capitashareportal.co.uk/. If you hold your Ordinary Shares in CREST, then you may appoint proxies through the CREST electronic proxy appointment service at https://www.euroclear.com/site/public/EUI).
Proposed Resolutions
Resolutions 1 to 5 below are special resolutions and will be passed if, on a show of hands, at least 75% of the votes cast by those entitled to vote are in favour or if, on a poll, members representing not less than 75% of the total voting rights of entitled members vote in favour.
Resolutions 1 and 2
The Companies Act 2006 has removed the requirement for a company to have an authorised share capital but the current Memorandum and Articles of Association of the Company, which take precedence, provides a limit on the number of shares which the Company can issue. It is proposed that this clause 6 of the Memorandum of Association and Article 3 of the Articles of Association be deleted which will then enable the company to issue such shares as it sees fit without having to increase the authorised capital at each appropriate stage.
Resolution 3 - Disapplication of statutory pre-emption rights
Resolution 3 will give the directors authority to allot shares in the capital of the Company for cash without
complying with the pre-emption rights set out in the Companies Act 2006 in certain circumstances.
The directors consider the authority to be appropriate to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.
The authority contained in this Resolution 3 will expire at the end of the next GM of the Company.
Resolution 4 - Notice period for general meetings
Resolution 4 is to allow the Company to hold general meetings on 14 days' notice. The Companies Act 2006 requires that general meetings are held on 21 days' notice unless shareholders have approved a shortened notice period. However two conditions need to be met, firstly, that the Company offer a facility for shareholders to vote by electronic means, and secondly, there is an annual resolution of shareholders approving the shortened notice period.
This resolution means we would give you at least two weeks' notice of a general meeting. It will be effective until our next GM.
Resolution 5- Authorise the Company to send documents, notices and information by electronic means and website
This resolution will allow the Company, with prior consent from individual shareholders, to distribute documents and information such as annual reports and notices, via its website or through electronic media.
Enclosed with this letter is a letter providing further information concerning electronic communication and providing guidance on the matter. You should complete the reply section as you deem appropriate.
Resolutions 6 - 12 below are ordinary resolutions and will be passed if, on a show of hands, more than 50% of the votes cast by those entitled to vote are in favour of or if, on a poll, members representing more than 50% of the total voting rights of entitled members vote in favour.
Resolution 6 - Annual report and accounts
The directors must lay the Company's accounts, the directors' report and the auditor's report before the shareholders in a general meeting. A copy of those accounts and reports are enclosed with this document and are also available on the Company's website at http://www.worldtradesystemsplc.com/
Resolution 7 - Director's Remuneration Report
The directors must lay the Directors' Remuneration Report before the shareholders in a general meeting. This report is contained at pages 8 to 9 within the Annual Report and Accounts.
Resolutions 8 and 9- Re-appointment and remuneration of the auditor
The Company is required to appoint an auditor at each general meeting at which accounts are laid before the shareholders, to hold office until the end of the next such meeting. Resolution 8 proposes the re-appointment of Grant Thornton UK LLP as the Company's auditor. Resolution 9 seeks authority for the directors to decide the auditor's remuneration.
Resolutions 10 and 11 - Re-election of directors
The Company's articles of association require that:
a) Any director appointed as an additional director must retire at the next AGM and offer himself/herself for re-election to the Board. Resolution 10 deals with the re-election of Dr Shao Chen who was appointed to the Board on 15 February 2016.
b) One third of directors must retire by rotation at each annual general meeting. Resolution 11 deals with the retirement by rotation of Murzban Mehta who is required to retire this year and being eligible offers himself for re-election.
In proposing the re-election of the directors, it is a condition that the Chairman has confirmed that each individual can, or continues to, make an effective and valuable contribution to the board and demonstrates commitment to the role.
Resolution 12 - Renewal of authority to allot shares
At the last GM of the Company held on May 21, 2015, the directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £9,250 representing approximately 10% of the Company's then issued ordinary share capital. This authority is due to expire at the next GM or on 30 September 2016, whichever is earlier.
The Board considers it appropriate that directors be granted authority to allot up to 87,538,670 shares in the capital of the Company for cash generally and unconditionally. The power will last until the conclusion of the next GM in 2017 or a period of 15 months from the date of passing this Resolution, whichever is earlier.
As at the date of this letter the Company does not hold any ordinary shares in the capital of the Company in treasury.
The board considers that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the board unanimously recommends that you vote in favour of all of the proposed resolutions.
Yours sincerely
Robert Lee
Non-Executive Chairman