Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Bioventix Plc (the
"Company") will be held at 7 Romans Business Park, Farnham GU9 7SX on Tuesday 4
December 2012 commencing at 2pm for the purpose of considering and, if thought
fit, passing the following resolutions of which resolutions 1 to 5 (inclusive)
will be proposed as ordinary resolutions and resolutions 6 and 7 will be
proposed as special resolutions.
ORDINARY BUSINESS
Resolution 1 To receive the audited Financial Statements of the Company for the
year ended 30 June 2012 and the Reports of the Directors and Auditors thereon.
Resolution 2 To re-appoint James Cowper LLP as Auditors to the Company and to
authorise the Directors to agree their remuneration.
Resolution 3 To re-elect Ian Nicholson as a director who retires by rotation.
Resolution 4 To elect Treena Turner as a director who was appointed during the
year.
SPECIAL BUSINESS
ORDINARY RESOLUTION
Resolution 5 That the Directors be and they are generally and unconditionally
authorised for the purposes of Section 551 of the Companies Act 2006 (the
"Act") to allot relevant securities (within the meaning of that section) up to
an aggregate nominal amount of £37,690. The authority referred to in this
resolution shall be in substitution for all other existing authorities and
shall expire (unless previously renewed, varied or revoked by the Company in
general meeting) at the conclusion of the next Annual General Meeting of the
Company. The Company may, at any time prior to the expiry of the authority,
make an offer or agreement which would or might require relevant securities to
be allotted after expiry of the authority and the Directors are hereby
authorised to allot relevant securities in pursuance of such offer or agreement
as if the authority had not expired.
SPECIAL RESOLUTIONS
Resolution 6 That the Directors, pursuant to Section 570 of the Companies Act
2006, be empowered to allot equity securities (within the meaning of Section
560 of the Act) for cash pursuant to the authority conferred by Resolution 5 as
if Section 561 of the said Act did not apply to any such allotment provided
that such powers shall be limited to:
a. the allotments of equity securities where such securities have been offered
(whether by way of a rights issue, open offer or otherwise) to the holders
of ordinary shares in the Company in proportion (as nearly as may be) to
their holdings of ordinary shares but subject to such exclusions or other
arrangements as the Directors deem necessary or expedient to deal with
equity securities representing fractional entitlements and with legal or
practical problems under the laws any requirement of any regulatory body or
stock exchange, in any territory; and
b. the allotment, otherwise than pursuant to (a) above of equity securities;
i. arising from the exercise of options and warrants outstanding at the date
of this resolution;
ii. pursuant to one or more placings of equity securities by the Company for
cash to raise up to £5,000,000 (in aggregate); and
c. other than pursuant to (i) and (ii) above, up to an aggregate nominal value
of £37,690 and this power shall, unless previously revoked or varied by
special resolution of the Company in general meeting, expire at the
conclusion of the next Annual General Meeting of the Company. The Company
may, before such expiry, make offers or agreements which would or might
require equity securities to be allotted after such expiry and the
Directors are hereby empowered to allot equity securities in pursuance of
such offers or agreements as if the power conferred hereby had not expired
Resolution 7 The Company be generally and unconditionally authorised to make
market purchases (within the meaning of section 693(4) of the Companies Act
2006) and provided that the requirements referred to in section 693(4) of the
Companies Act 2006 are satisfied, of ordinary shares of £0.05 each in the
capital (the "Ordinary Shares") of the Company provided that:
a. the maximum number of Ordinary Shares hereby authorised to be purchased is
753,805 (representing 15 per cent. of the Company's issued ordinary share
capital as at the date on which this resolution is passed);
b. the minimum price (excluding expenses) which may be paid for an Ordinary
Share is £0.05;
c. the maximum price (excluding expenses) which may be paid for each Ordinary
Share is an amount equal to 105 per cent of the average of the estimated
market values of an Ordinary Share for the five business days immediately
preceding the date on which such share is contracted to be purchased; and
d. the authority conferred by this resolution shall expire on the earlier of
the date which is 18 months after the date on which this resolution is
passed and the date of the next annual general meeting of the Company save
that the Company may, before the expiry of the authority granted by this
resolution, make a contract for the purchase of Ordinary Shares which would
or might be executed wholly or partly after the expiry of such authority.
By order of the Board
Cargil Management Services Limited
Company Secretary
1 November 2012
Notes:
1. As a member, you are entitled to appoint a proxy or proxies to exercise all
or any of your rights to attend, speak and vote at the Meeting. A proxy
need not be a member of the Company. You may appoint more than one proxy
provided each proxy is appointed to exercise rights attached to the
different shares. You may not appoint more than one proxy to exercise the
rights attached to any one share. A form of proxy is enclosed.
2. To be valid, any proxy form or other instrument of proxy and any power of
attorney or other authority, if an, under which they are signed or a
notarially certified copy of that power of attorney or authority should be
sent to the Company's Registrar so as to arrive not less that 48 hours
before the time fixed for the Meeting (excluding weekends and public
holidays).
3. The return of a completed proxy form, other instrument of proxy will not
prevent you attending the Meeting and voting in person if you wish to do
so.
4. To have the right to attend and vote at the Meeting a member must first
have his or her name entered in the Company's register of members by not
later than 48 hours before the time fixed for the Meeting (or in the event
that the Meeting is adjourned, 48 hours before the time of the adjourned
Meeting). Changes to entries on that register after that time shall be
disregarded in determining the rights of any member to attend and vote at
the Meeting referred to above.
5. Copies of all Directors' service contracts of more than one year's duration
will be available for inspection at the Company's office during usual
business hours until the date of the Annual General Meeting, and at the
place of the Meeting for or least 15 minutes before the Meeting until the
conclusion of the Meeting.
6. Copies of the Articles of Association of the Company will be available for
inspection at the Company's office from 1 November 2012 to and including
the date of the Meeting during normal business hours on any day (Saturdays,
Sundays and public holidays excepted) and will also be available at the
Meeting for at lest 15 minutes before the Meeting until its conclusion.
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