MySale Group PLC

Notice of AGM

RNS Number : 3983R
MySale Group PLC
04 November 2021
 

MYSALE GROUP PLC

Registered Number 115584

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of MySale Group plc (MySale or the Company) will be held at the Company's head office at 122-126 Old Pittwater Road, Brookvale, NSW 2100, Australia on Monday 29 November 2021 commencing at 21.00 Australian Eastern Daylight Time (AEDT) (10.00 GMT) to consider and, if thought fit, to pass resolutions 1 to 6 (inclusive) as ordinary resolutions and resolutions 7 to 9 (inclusive) as special resolutions.

Resolutions

Ordinary Resolutions

1.

Financial statements for the year ended 30 June 2021

 

To receive the Company's Annual Report and Accounts for the financial year ended 30 June 2021 together with the Reports of the Directors and Auditor thereon.

2.

Re-appointment of the auditor

 

To re-appoint BDO LLP as auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Directors to fix the remuneration of the auditor.

3.

Election of Directors - Kalman Polak

 

To elect Kalman Polak as a Director in accordance with Article 7.2 of the Company's Articles.

 

4.

Election of Directors - Donna Player

 

To elect Donna Player as a Director in accordance with Article 7.2 of the Company's Articles.

 

5.

Election of Directors - Mark Bayliss

 

To elect Mark Bayliss as a Director in accordance with Article 7.2 of the Company's Articles.

 

6.

Notice of Meetings

 

To authorise and approve that notices of general meetings may be accessed by a Member on the Company's website.



 

Special Resolutions

 

7.

 

Dis-application of pre-emption rights - general

 

THAT, in substitution for all existing authorities to the extent unused, the Directors be generally and unconditionally empowered, pursuant to and in accordance with Article 2.15 of the Articles, to exercise all powers of the Company to allot Shares (as that term is defined in the Articles) for cash as if Article 2.8 of the Articles did not apply to any such allotment, provided that this power shall be limited to:


a)  the allotment of Shares for cash in connection with or pursuant to a rights issue (as defined below) or any other issue in favour of holders of Shares in proportion (as nearly as may be practicable) to the respective holdings of Shares then held by them;


b)  the allotment of Shares in connection with any scrip dividend scheme or similar arrangement implemented in accordance with the Articles from time to time in force; and


c)  otherwise than pursuant to paragraphs 7(a) and (b) above, the allotment of Shares for cash up to an aggregate amount of 47,483,505 Shares, being approximately 5% of the Company's issued Shares as at close of business on 3 November 2021, being the latest practicable date before publication of this notice,


provided further that such power shall expire at the conclusion of the Company's next Annual General Meeting or fifteen months following the passing of this resolution, whichever is the sooner, unless previously revoked, varied or renewed by the Company in general meeting (save that the Company may before such expiry make an offer or agreement which would or might require Shares to be allotted after such expiry and notwithstanding such expiry the Directors may allot Shares in pursuance of such offer or agreement).

For the purposes of the authority in paragraph 7(a) above, "rights issue" means an offer to: (i) holders (other than the Company) on the register on a record date fixed by the Directors of Shares in proportion (as nearly as may be practicable) to their existing holdings; and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

8.

Dis-application of pre-emption rights - financing

 

THAT, in addition to any authority granted under Resolution 7 above, the Directors be generally and unconditionally empowered, pursuant to and in accordance with Article 2.15 of the Articles, to exercise all powers of the Company to allot Shares for cash as if Article 2.8 of the Articles did not apply to any such allotment, provided that this power shall be:

a)  limited to the allotment of Shares for cash up to an aggregate amount of 94,967,011 Shares, being approximately 10% of the Company's issued Shares as at close of business on 3 November 2021, being the latest practicable date before publication of this notice; and

 

b)  used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

 

provided further that such power shall expire at the conclusion of the Company's next Annual General Meeting or fifteen months following the passing of this resolution, whichever is the sooner, unless previously revoked, varied or renewed by the Company in general meeting (save that the Company may before such expiry make an offer or agreement which would or might require Shares to be allotted after such expiry and notwithstanding such expiry the Directors may allot Shares in pursuance of such offer or agreement).



9.

Authority to buy back shares

 

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Article 57 of the Companies (Jersey) Law 1991 (as amended) (the Law) to make one or more purchases on the AIM market operated by the London Stock Exchange plc of its own Shares on such terms and in such manner as the Directors may from time to time determine, provided that:

a)  the maximum aggregate number of Shares hereby authorised to be purchased is 94,967,011, (representing approximately 10% of the total number of Shares in issue as at close of business on 3 November 2021, being the latest practicable date before publication of this notice);

 

b)  the minimum price which may be paid for a Share is £0.01 each;

 

c)  the maximum price which may be paid for a Share is an amount equal to the higher of:

 

i)  5% above the average of the middle market quotations for such shares taken from the AIM Appendix of The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and

 

ii)  the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share as derived from the London Stock Exchange Trading System;

 

d)  such authority shall expire at the conclusion of the Company's next Annual General Meeting or fifteen months following the passing of this resolution, whichever is the sooner, unless previously revoked, varied or renewed by the Company in general meeting;

 

e)  the Company may make a contract to purchase its own Shares under the authority conferred by this resolution prior to the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own Shares in pursuance of any such contract as if the authority had not expired; and

 

f)  subject to the provisions of the Articles, the Company be and is hereby generally and unconditionally authorised for the purposes of Article 58A of the Law, to hold any Shares repurchased under the authority conferred by this Resolution 9 as treasury shares.

 

 

By order of the Board

 

Almond + Co

Company Secretary, MySale Group plc

 

4 November 2021

 


Notes to the Notice of Annual General Meeting

1

Record Date

Shareholders registered in the Register of Members of the Company as at 10:00 GMT on 27 November 2021 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned meeting) shall be entitled to attend or vote at the AGM in respect of the shares registered in their name at that time.  Changes to entries on the Register of Members after this time (as applicable) will be disregarded in determining the rights of any person to attend or vote at the AGM.

2

Attendance at the AGM

The Company's AGM will be held at 21.00 Australian Eastern Daylight Time (10.00 GMT) on 29 November 2021.  However, shareholders should note that votes may only be cast in person, by proxy or by corporate representative at the venue of the AGM in person.

3

Proxies

A member is entitled to appoint another person as his proxy (who need not be a member of the Company) to exercise all or any of their rights to attend and vote on their behalf at the AGM.

A member may appoint more than one proxy in relation to the AGM.  When two or more valid but differing appointments of proxy are delivered or received for the same share, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. 

Members who wish to appoint more than one proxy in respect of their holding may obtain additional Forms of Proxy by contacting the Company's Transfer Agent, Neville Registrars Limited at 0121 585 1131. Lines are open Monday to Friday 9.00am to 5.00pm. Alternatively, members may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy appointed and the number of ordinary shares in the Company in respect of which that proxy is appointed.  All Forms of Proxy should be returned together in the same envelope.

A Form of Proxy is enclosed with this Notice.  The Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (i) received by post or (during normal business hours only) by hand at the offices of the Company's Transfer Agent, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD or (ii) members may submit their proxies electronically at www.sharegateway.co.uk using their personal proxy registration code (Activity Code) as shown on the Form of Proxy, in each case by no later than 21.00 Australian Eastern Daylight Time (10.00 GMT) on 27 November 2021, being 48 hours before the time appointed for the holding of the AGM. Where the AGM is adjourned for not more than 48 hours, the Form of Proxy shall be delivered at the adjourned meeting to the chairperson or the secretary or to a director of the Company.

4

Corporate Representatives

A corporate shareholder may authorise a person to act as its representative at the AGM.  Each representative may exercise (on behalf of the corporate shareholder) the same powers as the corporate shareholder could exercise if they were an individual shareholder in the Company. 

5

CREST Proxy Instructions

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by following the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instruction, as described in the CREST Manual (available at www.euroclear.com/CREST).  The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number 7RA11) by no later than 21.00 Australian Eastern Daylight Time (10.00 GMT) on 27 November 2021 (or in the case of an adjourned meeting, received not less than 48 hours before the time for holding the adjourned meeting).  No message received through the CREST network after this time will be accepted.  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.  The CREST Manual is available at www.euroclear.com/CREST.

CREST members and, where applicable, their CREST sponsors or voting service provider should note that Euroclear does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.  In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company will treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999, as amended.

6

Total Voting Rights

Holders of the Company's ordinary shares are entitled to attend and vote at general meetings of the Company.  Each ordinary share entitles the holder to one vote on a poll.  As at 3 November 2021, being the latest practicable date prior to the publication of this Notice, the Company had 949,670,110 shares in issue. The Company holds 396,035 shares in treasury.  Therefore, the total voting rights in the Company as at 3 November 2021 are 949,274,076.

7

Voting at the AGM

In order for the voting preferences of all shareholders to be taken into account, and not only those who can physically attend, the Company will conduct a poll vote on all resolutions put to the AGM. As soon as practicable following the meeting, the results of voting at the meeting and the numbers of proxy votes cast for and against each resolution, together with the number of votes actively withheld will be announced to the market via a Primary Information Provider and also placed on the Company's website (www.mysalegroup.com).

In the case of joint holders of shares, the vote of the senior member who is entitled to receive notice of general meetings in accordance with the Articles whether in person or by proxy shall be accepted to the exclusion of any votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company.

8

Display Documents

Copies of the service contracts for all Executive Directors and the letters of appointment for the Non-executive Directors are available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this Notice until the conclusion of the AGM and also at the place of the AGM from 21.00 Australian Eastern Daylight Time on the day of the AGM until the conclusion thereof.

9

Electronic address

Please note that shareholders may not use any electronic address provided in this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.


Explanatory Notes to the Resolutions

Ordinary Resolutions

Resolutions 1 to 6 (inclusive) are being proposed as ordinary resolutions and for each of these resolutions to be passed, more than 50% of the votes cast must be in favour of each resolution. 

1

Report and Accounts


The Companies (Jersey) Law 1991 as amended requires the Directors of a public company to lay its Annual Report and Accounts, together with a copy of any auditor's report on them, before a general meeting of the shareholders.  An ordinary resolution to receive the Annual Report and Accounts will be proposed.

2

Appointment of the Auditor and Auditor's Remuneration


Shareholders are required to appoint the external auditor at the AGM to hold office until the conclusion of the next annual general meeting.  Following a detailed review, the Board is proposing to re-appoint BDO LLP as external auditor.  BDO LLP have expressed their willingness to continue in office for a further year.

The resolution also authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.  In practice, the Audit Committee will consider the audit fees for recommendation to the Board.

3 to 5 (inclusive)

Election of Directors


The new Chief Executive Officer of the Company (appointed in October 2021), Kalman Polak, was appointed by the board of directors as a director of the Company on 4 November 2021.  Pursuant to the Company's Articles of Association, as Mr Polak was appointed by the board, he holds office as a director only until the dissolution of the next annual general meeting, unless he is re-appointed during such meeting.  Accordingly, Mr Polak is standing for election as a Director at this AGM.

The new non-executive director of the Company, Donna Player, was appointed by the board of directors as a director of the Company on 4 November 2021.  Pursuant to the Company's Articles of Association, as Ms Player was appointed by the board, she holds office as a director only until the dissolution of the next annual general meeting, unless she is re-appointed during such meeting.  Accordingly, Ms Player is standing for election as a Director at this AGM.

The new non-executive director of the Company, Mark Bayliss, was appointed by the board of directors as a director of the Company on 4 November 2021.  Pursuant to the Company's Articles of Association, as Mr Bayliss was appointed by the board, he holds office as a director only until the dissolution of the next annual general meeting, unless he is re-appointed during such meeting.  Accordingly, Mr Bayliss is standing for election as a Director at this AGM.

 

6

Notice of Meetings


The Company's Articles permits the Company to give notice of general meetings to the shareholders by publishing a notice on the Company's website (such notice to conform with the applicable requirements of the Articles), instead of the notice of general meeting being sent to the Members in the other ways specified in the Articles (including by way of post).  In order for the Company to be authorised to do so, the Shareholders are required to approve this by way of ordinary resolution.  This ordinary resolution has been tabled to seek such approval.

 

Special Resolutions

Resolutions 7 to 9 (inclusive) are being proposed as special resolutions.  In order for a special resolution to be passed, at least two-thirds of the votes cast must be in favour of the resolution.

7

Disapplication of Pre-Emption Rights - general


In relation to Resolution 7, i f the Directors wish to allot new Shares for cash (other than bonus shares or in connection with an employee share scheme) they are required to first offer these Shares to existing shareholders in proportion to their holdings in accordance with Article 2.8 of the Articles (the Pre-emption Procedure). 

The purpose of paragraphs (a) and (b) of resolution 7 is to authorise the Directors to allot new Shares for cash in connection with or pursuant to a rights issue or any other issue in favour of holders of Shares in proportion (as nearly as may be practicable) to the respective holdings of Shares then held by them, or in connection with a scrip dividend scheme or similar arrangement, in each case without following the Pre-emption Procedure.

The purpose of paragraph (c) of Resolution 7 is to allow the Directors, in addition to the authority granted to the Directors pursuant to paragraphs (a) and (b), generally to allot Shares for cash up to an aggregate amount equal to 5% of the issued Shares, again without following the Pre-emption Procedure.

This authority would remain in force until the conclusion of the Company's next annual general meeting or fifteen months following the passing of this resolution, whichever is the earlier.

8

Disapplication of Pre-Emption Rights - financing


Resolution 8 seeks a separate and additional authority to dis-apply pre-emption rights in respect of 10% of issued ordinary share capital for certain purposes pursuant to certain elements of the guidance from the Pre-Emption Group (PEG). 

On 5 May 2016, the PEG published a recommended template resolution for dis-applying pre-emption rights. The template recommends companies request separate authority to dis-apply pre-emption rights in respect of amounts in addition to a base 5% to be used when the Board considers the use to be for an acquisition or specified capital investment in accordance with the 2015 Statement of Principles as a separate resolution to the disapplication to issue share on an unrestricted basis.

The Directors confirm, partly in accordance with the 2015 Statement of Principles, that they will only allot Shares representing more than 5% of the issued ordinary share capital of the Company for cash pursuant to the authority referred to in Resolution 8, where the allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment.

The Directors consider that the authorities sought are appropriate as they provide the Company with the necessary flexibility to take advantage of business opportunities as they arise.

9

Authority to buy back Shares


Resolution 9 seeks authority for the Company to make market purchases of its own Shares, such authority being limited to the purchase of 10% of the Shares in issue as at 3 November 2021, being the last practicable date prior to publication of this Notice.

The maximum price payable for the purchase by the Company of its own Shares will be limited to an amount equal to the higher of (i) 5% above the average of the middle market quotations of the Shares, as derived from the AIM Appendix of The London Stock Exchange Daily Official List for the five business days prior to the purchase; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for a Share as derived from the London Stock Exchange Trading System. The minimum price payable by the Company for the purchase of its own Shares will be £0.01 per Share.

The Directors have no present intention of exercising the authority to purchase the Company's Shares but will keep the matter under review, taking into account other investment opportunities. The authority would only be exercised if and when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be in the best interests of shareholders generally.

The Law allows the Company to hold in treasury any Shares purchased by it. Such Shares will remain in issue and will be capable of being re-sold by the Company or used in connection with certain of its share schemes.

At the date of this Notice the Company does hold treasury shares, and Resolution 9 seeks authority for any further Shares which are repurchased to be held in treasury.

The authority set out in this resolution will expire at the end of the next annual general meeting or fifteen months after the resolution is passed, whichever is sooner.

 

 

 

 

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