Notice of EGM & Publication of Circular

RNS Number : 9882P

Phoenix Spree Deutschland Limited

16 October 2019

 

Phoenix Spree Deutschland Limited

(The "Company" or "PSDL")

Notice of Extraordinary General Meeting & Publication of Circular

Phoenix Spree Deutschland announces today that it is putting forward a proposal ("the Proposal") to amend the Company's articles of association which were adopted at an EGM held on 5 March 2015 (the "Articles"), shortly before the Company became listed on 15 June 2015. The Proposal also seeks to release the Company's directors from their obligations under the current article 144.3 of the Articles.

At the time of the Company's listing, it was contemplated that there would be a full period of five years from the date of the listing before the first continuation of the Company was to be considered by Shareholders, such vote therefore to be considered at the AGM to be held in 2020.   

The requirement to propose a continuation vote is set out in the Articles. As mentioned above, the Articles were adopted on 5 March 2015, shortly before the Company became listed. The Articles (under article 144.3) provide that a resolution that the Company continue as a closed-ended fund be proposed at the fifth AGM following the adoption of the Articles and at every fifth AGM thereafter.

It would appear from the Company's records that an AGM was held on 1 June 2015, i.e. falling in the period when the Company was still un-listed but after the date of the adoption of the Articles as referred to above.  As a consequence, the fifth AGM after the adoption of the Articles fell in 2019 rather than 2020. Accordingly, under the Articles, a continuation resolution should have been proposed at the AGM in 2019. 

In order to rectify this situation, it is proposed to amend the Articles by clarifying that the continuation resolution will be proposed at the AGM in 2020 and to release the Board from any obligations that may have arisen by virtue of not putting a continuation vote to Shareholders at the AGM in 2019.

The Proposal is conditional on the approval by Shareholders of the Resolution to be proposed at the Extraordinary General Meeting of the Company which has been convened for 11:00 a.m. on 11 November 2019 at 12 Castle Street, St Helier, Jersey JE2 3RT. 

The Board considers that the Proposal is in the best interests of Shareholders as a whole. Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting.

EXPECTED TIMETABLE

	2019
Latest time and date for receipt of Forms of Proxy or CREST proxy instructions for the Extraordinary General Meeting	11:00 a.m. on 7 November 2019
Voting record time for the Extraordinary General Meeting	11:00 a.m. on 7 November 2019
Extraordinary General Meeting	11:00 a.m. on 11 November 2019

The circular, containing details of the Proposal, is today being posted to Shareholders and is available on the Company's website: www.phoenixspree.com.

For further information, please contact:

Phoenix Spree Deutschland Limited Stuart Young	[phone]
Numis Securities Limited (Corporate Broker) David Benda Tulchan Communications (Financial PR) Elizabeth Snow	[phone] [phone]

 

END

 

 

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