Notice of GM

RNS Number : 1633H

ADVFN PLC

04 April 2022

 

4 April 2022

For immediate release

ADVFN PLC

(" ADVFN " or the "Company")

Notice of General Meeting

Further to the announcement made by the Company on 28 March 2022, the Board of ADVFN announces that it is publishing today a circular to shareholders ("Notice") containing a notice of general meeting of ADVFN ("General Meeting") which has been requisitioned pursuant to Section 303 of the Companies Act 2006. The General Meeting will be held at Conference Room, Essex Technology Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA at 11.30 a.m. on Friday 29 April 2022 for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as Ordinary Resolutions:

1.  Anthony Wollenberg is appointed a director of the Company.

2.   Amit Tauman is appointed a director of the Company.

3.   Lord David Gold is appointed a director of the Company.

A copy of the Notice will be available from the Company's website at www.advfnplc.com

Background to the General Meeting

The Meeting is being convened pursuant to a letter received from Mr Yair Tauman on 26 January 2022 in which Mr Yair Tauman requested that ADVFN convene a general meeting under section 303 of the Companies Act, to consider the proposals that Mr Chambers be removed from his office as a director of ADVFN and Messrs Anthony Wollenberg, Amit Tauman and Lord David Gold be appointed as directors of   the Company. On 14 February 2022, the Board announced that ADVFN had requested information from Mr Yair Tauman in respect of the individuals proposed by him as directors of ADVFN.

On 24 February 2022, the Board announced that it had decided that the continuing uncertainty regarding the Board composition was not in the best interests of ADVFN or its shareholders, employees or other stakeholders. Accordingly, the Board and Clem Chambers agreed that Clem Chambers would step down as Chief Executive of ADVFN and resign all his group directorships with effect from 28 February 2022. Jon Mullins, an existing director of the Company, was appointed as Chief Executive with effect from 28 February 2022.

Proposed Directors

The Board requested information from Mr Yair Tauman in respect of the individuals proposed by him as directors of the Company, and the information required to be published in accordance with Schedule Two (g) of the AIM Rules for Companies in respect of the proposed directors is set out in the Appendix to this announcement and in Part 3 of the Notice.

General Meeting

The General Meeting will be held at Conference Room, Essex Technology Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA at 11.30 a.m. on Friday 29 April 2022. The latest time and date for receipt of Forms of Proxy is 11.30 a.m. on Wednesday 27 April 2022 and Shareholders are strongly advised to submit a Form of Proxy.

The chair of the General Meeting will direct that all votes on the resolutions at the General Meeting will be taken by way of a poll. On a vote by poll, every Shareholder has one vote for every Ordinary Share held.

At present, it is possible under guidelines to allow Shareholders to attend the General Meeting and Shareholders can attend and vote at the General Meeting within safety constraints and in accordance with Government guidelines. Given the constantly evolving nature of the COVID-19 situation, should circumstances change before the time of the General Meeting, the Company wants to ensure that it is able to adapt arrangements, within safety constraints and in accordance with Government guidelines. Should the Company have to change arrangements, it will make a further announcement and as such, the Board strongly recommend that shareholders monitor the Company's announcements, which can also be found on its website at www.advfnplc.com

The Notice contains a letter from the Chairman of ADVFN. In addition, the Notice contains a statement by Mr Tauman and which has been included in the Notice in accordance with Section 314 of the Companies Act ("Statement"). Shareholders should note that the Statement is the sole responsibility of Mr Tauman. The matters and information in the Statement have not therefore been independently verified and neither the Directors, the Company nor any advisers thereto accept any responsibility for any of the information contained in the Statement. Accordingly, Shareholders are advised to take their own independent advice in taking such matters into account in determining how to vote on the resolutions at the General Meeting.

Enquiries:

For further information please contact:

ADVFN PLC Jonathan Mullins	[phone]
Beaumont Cornish Limited (Nominated Adviser) www.beaumontcornish.com
Roland Cornish/Michael Cornish	[phone]

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred to in this announcement and its responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person. Furthermore, Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this document or any matter referred to in it.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged for the release of this announcement on behalf of the Company was Michael Hodges, Director.

A copy of this announcement and the Notice will be available on the Group's   website:  

  www.advfnplc.com

APPENDIX

INFORMATION ON THE PROPOSED DIRECTORS

The following information has been extracted from Part 3 of the Notice without material amendment or adjustment.

Mr Anthony Wollenberg

Anthony Wollenberg is an independent freelance solicitor (regulated by the SRA) specialising in securities, derivatives, gaming and the prosecution of fraud. During a long and distinguished legal career of over 45 years, Mr Wollenberg has held a number of senior roles at firms including Dentons, Salans and Rakisons (which he founded and which merged with Steptoe & Johnson). He has also acted as an arbitrator at the London Court of International Arbitration. In addition to his role as a solicitor, Mr Wollenberg has a significant corporate profile as a shareholder and director (and often founder and chairman) of a number of companies (one fully listed), predominantly within the betting/gaming industry. Of particular note, he is a founder shareholder and UK director of eToro, a major investment platform which is currently the subject of a US$8bn+ Nasdaq listing. eToro is regulated by the FCA and Mr Wollenberg is also regulated by the UK Gambling Commission.

Mr Amit Tauman

Amit Tauman (born in 1991) is an expert in artificial intelligence, reinforcement learning, algorithms and blockchain technology (applied to non-fungible tokens). He undertook a B.Sc. degree in mathematics and economics at Tel Aviv University, graduating in 2018 with distinction, following which he obtained an M.Sc. degree in mathematics and computer science (also with distinction) from the Weizmann Institute of Technology in Israel, with a particular emphasis on artificial intelligence. Mr Tauman was previously a research analyst focusing on biological computation and machine learning, and he is currently involved in building complex trading models using deep reinforcement learning and cutting-edge algorithms for automated stock trading.

Lord David Gold

Lord Gold is an English solicitor (admitted in 1975); a member of the House of Lords (since February 2011); Principal of David Gold & Associates (established in 2010) and Director of Gold Collins Associates (established in 2018); Chairman of the investment committee of Balance Legal Capital, a litigation funder (since its inception in 2015); and Chairman of ESCP Europe Business School (since 2018).  He was also appointed as a corporate monitor by the US Department of Justice in respect of BAE Systems in 2010-2012, and has been a monitor for the UK Cabinet Office in respect of the Airbus Group since 2020.

As required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies, further disclosures on the proposed directors are as follows.

1.  Mr. Wollenberg

1.1  Anthony (Tony) Stephen Wollenberg, aged 72, has held the following directorships and/or partnerships in the past five years:

Current directorships and/or partnerships	Past directorships and/or partnerships
eToro (UK) Limited	Century Casino Bath Limited
Global Gaming Ventures (Bath) Limited	City & Eastern Limited
Global Gaming Ventures (Group) Limited	DDL167 Limited
Global Gaming Ventures (Southampton) Limited	Global Gaming Ventures Guarantors Limited
Livia's Health Foods Limited	Global Gaming Ventures (RP) Limited
Wondrous Holdings Limited	VGCH Limited
	VGC Leeds Limited
	VGC Developments Limited

1.2  Mr. Wollenberg holds no ordinary shares in the Company. 

1.3  Mr. Wollenberg was formerly a director of VGCH Limited, previously known as Global Gaming Ventures (Holdings) Limited, between November 2015 and May 2019. A receiver to VGCH Limited was appointed on 17 August 2017 by ABC Funding, LLC. The receiver ceased to act on 19 August 2019 and VGCH Limited continues in existence. There was no loss to creditors.

1.4  Mr. Wollenberg was appointed a director of Livia's Health Foods Limited("LHF") in September 2020. On 17 February 2022 the directors of LHF appointed administrators. The administrators completed a pre-pack sale of LHF's business and assets for an initial consideration of £355,000 together with a deferred consideration based on revenue valued at £100,000. It is possible that all creditors will, in due course, be paid in full. The administration is ongoing.

1.5  There is no further information on Mr. Wollenberg required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.

2.  Mr. Tauman

2.1  Amit Endi Yosef Tauman, aged 30, has not held any directorships and/or partnerships in the past five years.

2.2  Mr. Tauman holds 2,045,230 ordinary shares in the Company, representing 7.83 per cent. of the issued share capital. 

2.3  There is no further information on Mr. Tauman required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.

3.  Lord Gold

3.1  David Laurence Gold (Lord Gold), aged 71, has held the following directorships and/or partnerships in the past five years:

Current directorships and/or partnerships	Past directorships and/or partnerships
BLC1 FP LLP	C5 Holdings (UK) Limited
Broadclyst Limited
David Gold & Associates LLP
Derwent Films LLP
ESCP Europe Corporate Services Limited
ESCP Europe Business School
Gold Collins Associates Limited
Marylebone Capital Investments Limited
Medway Films LLP
Mole Films LLP
Southend & Westcliff Hebrew Congregation
T0day Group Limited

3.2  Lord Gold holds no ordinary shares in the Company. 

There is no further information on Lord Gold required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.

ENDS

 

END

 

 

NOGUSRARUSUSRAR