Notice of EGM

RNS Number : 5850J

Cairn Homes plc

22 December 2020

 

PUBLICATION OF CIRCULAR CONVENING AN EXTRAORDINARY GENERAL MEETING

CAIRN HOMES PLC

Dublin / London, 22 December 2020:   Cairn Homes plc ("Cairn", the "Company"), the leading Irish homebuilding company, today announces that it has issued a circular to shareholders (the "Circular") containing a notice of an extraordinary general meeting to be held at 11:00 a.m. on 27 January 2021 at 7 Grand Canal, Grand Canal Street Lower, Dublin 2, D02 KW81 (the "EGM").

The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares (the "Resolutions").  Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges, which is crucial to the interests of the Company and its shareholders as a whole.

The Circular which includes the notice of the EGM and a Form of Proxy have been posted to shareholders today.  The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website,  www.cairnhomes.com, and will be available for inspection during normal business hours on any business day from the date of this letter until the EGM at the registered office of the Company.

Public Health Guidelines and the EGM

In light of current and anticipated public health guidelines related to COVID-19 and the importance of the health and safety of Shareholders, staff and others, Shareholders are asked to not attend the EGM, but rather:

i.  to vote: avail of the proxy voting service rather than physically attending the EGM;

ii.            to raise questions : that you submit any questions that you would like to raise and/or might otherwise have raised in person at the EGM in writing by email to [e-mail] no later than 12 noon on 25 January 2021 or by sending a letter and evidence of your shareholding at least four business days prior to the EGM by post to the Company Secretary at the Company's registered office; and

iii.  to listen to the business of the EGM : avail of the teleconferencing facilities provided by the Company for this purpose. The details for accessing and registering for such facilities will be provided on the Company's website in advance of the EGM. Please note that this facility will allow you to listen to the business of the EGM only, you will not be able to use this facility to vote or ask questions.

Further details on the above are set out in the Circular. The Board have determined that this EGM will take place with the minimum quorum in attendance to validly hold the meeting. Any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via a Regulatory Information Service and will be available on the Company's website.

In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

Further information in relation to the EGM

In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, the Circular and the Articles of Association of the Company in the proposed amended form will be submitted to the Irish Stock Exchange t/a Euronext Dublin and the UK's National Storage Mechanism and will also be available for inspection at the following locations: 

Companies Announcement Office

Euronext Dublin

28 Anglesea Street

Dublin 2

Tel. no: + 353 1 617 4200

and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism  

For further information, please contact:

Cairn Homes plc  

Tara Grimley

Company Secretary

Tel: [phone]

Important Note

Announcements relating to the EGM contain (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in the Circular with respect to Migration).

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.  The information contained in this announcement, including the forward-looking statements, speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in the Circular, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland, the UK Financial Conduct Authority, the London Stock Exchange, the NASDAQ Stock Market, the U.S. Securities and Exchange Commission or by applicable law. 

The defined terms set out in Part 9 of the Circular have the same meaning herein. 

END

 

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