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Keycom PLC (KCO)

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Friday 25 June, 2010

Keycom PLC

Notice of AGM

RNS Number : 2594O
Keycom PLC
25 June 2010
 



THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to the action you should take, you are recommended to obtain your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.

 

If you have sold or otherwise transferred all your ordinary shares in Keycom plc, please forward this document together with the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

 

 

 

 

 

 

 

 

 

Keycom plc

 

(Incorporated and registered in England and Wales

with Registered No. 3921568)

 

 

 

ANNUAL GENERAL MEETING

 

NOTICE OF MEETING

 

 

 

 

 

 

 

Notice of an Annual General Meeting of the Company to be held at 2pm on Monday 19 July 2010 at the offices of Beachcroft LLP at 100 Fetter Lane, London EC4A 1BN is set out on pages 4 and 5 of this document.  Your Board's recommendation for voting at the Annual General Meeting is set out on pages 1 to 3 of this document.  To be valid, the enclosed Form of Proxy for use at the meeting should be completed, signed and returned in accordance with the instructions thereon so as to be received by the Company's registrars Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 2pm on 17 July 2010.  Completion of Forms of Proxy will not preclude a Shareholder from attending and voting at the meeting in person.

 

 


DEFINITIONS

The following definitions apply throughout this document, notice of annual general meeting and form of proxy, unless the context otherwise requires:-

 

"Act"

Companies Act  2006 as amended or re-enacted;

 

"Accounts"

the annual report and accounts of the Company prepared on a consolidated basis for the year to 30 September 2009;

 

"AGM"

the annual general meeting of the Company convened for 2pm on 19 July 2010 by the Notice set out in this document;

 

"Board" or "Directors"

the board of directors of the Company;

 

"Company"

Keycom plc;

 

"Notice"

the notice of the AGM;

 

"Optionholders"

the holders of the Share Options;

 

"Ordinary Shares"

the ordinary shares of 1p each in the capital of the Company;

 

"PLUS"

PLUS Markets plc, a company regulated by the Financial Services Authority;

 

"Qualifying Shareholders

holders of Ordinary Shares on the register of members of the Company on the Record Date;

 

"Record Date"

close of business on 21 June 2010;

 

"Resolutions"

 

the resolutions contained in the Notice;

"Share Options"

 

the options to subscribe for Ordinary Shares granted pursuant to the Company's Share Option Scheme;

 

"Share Option Scheme"

the existing share option schemes of the Company; and

 

"Shareholders"

holders of Ordinary Shares.

 


Keycom plc

 

(Registered in England and Wales with No. 3921568)

 

 

Directors:                                                                                                                                                   Registered Office:

 

Rod Matthews (Chairman/CEO)                                                                                                              University Court

Graham Robertson (Finance Director)                                                                        Staffordshire Technology Park

Steven Charnock (non-executive Director)                                                                                                           Stafford

Roger Jeynes (non-executive Director)                                                                                                            ST18 0ES

Nicholas Ross (non-executive Director)                                                                                                                               

 

 

To all Shareholders and, for information only, to Optionholders.

 

                                                                                                                                                25 June 2010

 

Dear Shareholder,

 

 

Annual General Meeting

 

This letter explains the background to the special business to be proposed at the Company's AGM to be held on Monday 19 July 2010 at 2pm, at the offices of Beachcroft LLP at 100 Fetter Lane, London EC4A 1BN.  The Accounts were circulated to shareholders in March 2010.  A further copy can be obtained from the Company's website at www.keycom.co.uk or the Company Secretary on 01785 717777. 

 

Shareholders' attention is drawn to an error contained in the Accounts in respect of the directors' beneficial holdings at 30 September 2009.  The correct figure for the holdings is 26,645,491 (and not 26,236,591 as stated in the Accounts) following a purchase of 204,450 shares each in March 2009 by R A Matthews and G L Robertson.

 

You will find enclosed with this letter the interim results for the six months ended 31 March 2010. 

 

Notice of Annual General Meeting

 

The Notice convening the AGM of the Company for 2pm on Monday 19 July 2009 is set out on pages 4 and 5 of this document.

 

Ordinary Business

 

One-third of the directors, pursuant to the Company's Articles of Association, is due to retire from office at the AGM and accordingly Graham Robertson and Roger Jeynes offer themselves for re-election at the AGM.    Resolutions 3 and 4 deal with their re-election as Directors of the Company.

 

Special Business

 

Authority to Allot Shares

 

At the date of this document, the authorised share capital of the Company is £7,500,000 divided into 750,000,000 Ordinary Shares of 1p each of which 482,243,378 Ordinary Shares are issued fully paid.   The Company intends, subject to Shareholder approval, to reserve up to a further 2% of the issued and reserved share capital from time to time for the grant of Share Options under the Company's Share Option Scheme and a further 30% of the issued and reserved capital to issue Ordinary Shares for future fundraising.    

 

Pursuant to Resolution 5, the Directors will be generally authorised for the purpose of Section 551 of the Act to allot Ordinary Shares or to grant Share Options to subscribe for Ordinary Shares having an aggregate nominal value equal to £2,367,633.05 being 237,563,305 Ordinary Shares.

 

Excluding 13,747,931 Ordinary Shares reserved for issue pursuant to outstanding options and warrants to persons who are not Directors or employees of the Company and 49,316,784 Ordinary Shares reserved for issue pursuant to outstanding options to Directors and employees, the Directors will have authority to allot up to 174,498,590 Ordinary Shares representing 36% of the current issued ordinary share capital.  The authority sought by Resolution 5 will last for the period of 5 years after the date of the passing of the Resolution.

 



Disapplication of Pre-emption Rights

 

The provisions of Sections 570 and 573 of the Act to the extent that they are not disapplied, confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up wholly in cash. 

 

Pursuant to Resolution 6, the provisions of Section 561 of the Act will be generally disapplied in connection with a rights or other pre-emptive issue and any other issue of equity securities for cash up to an aggregate nominal amount of £1,744,985.90 (being 174,498,590 Ordinary Shares, representing 36% of the current issued ordinary share capital).  This authority is intended to give the Directors flexibility to issue Ordinary Shares to meet the Company's commitments under existing contracts and to raise additional finance by placing Ordinary Shares for cash and to grant Share Options under the Share Option Scheme.  The authority sought by Resolution 6 will last until the conclusion of the next Annual General Meeting of the Company in 2011.

 

Amendments to Memorandum and Articles of Association

 

It is proposed that the Company adopts slightly amended articles of association which take account of further changes brought about by implementation of the final provisions of the Act last October. The proposed new Articles of Association reflect the final provisions of the Act which have been implemented since the current articles of association were adopted.  The proposed new set of articles of association ("New Articles") contains certain differences from the current articles of association of the Company. The key changes are set out below:

 

Company's Objects

 

The provisions regulating the operations of the Company are currently set out in the Company's memorandum and articles of association. The Company's memorandum contains, among other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake. This is drafted to give a wide scope.

 

The Act has significantly reduced the constitutional significance of a company's memorandum. The Act provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company. Under the Act the objects clause and all other provisions which were contained in a company's memorandum, for existing companies at 1 October 2009, are deemed to be contained in a company's articles of association but the company can remove these provisions by special resolution.

 

Further the Act states that unless a company's articles provide otherwise, a company's objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason the Company is proposing to remove its objects clause together with all other provisions of its memorandum which, by virtue of the Act, are now treated as forming part of the Company's articles of association. Resolution 7(a) confirms the removal of these provisions for the Company. As the effect of this resolution will be to remove the statement currently in the Company's memorandum of association regarding limited liability, the New Articles also contain an express statement regarding the limited liability of the shareholders (see new article 2).

 

Authorised share capital and unissued shares

 

The Act abolished the requirement for a company to have an authorised share capital and the New Articles reflect this.  Directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Act, save in respect of employee share schemes.

 

Redeemable shares

 

Previously if a company wished to issue redeemable shares, it had to include in its articles the terms and manner of redemption. The Act enables directors to determine such matters instead provided they are so authorised by the articles. The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would need shareholders' authority to issue new shares in the usual way.

 

Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital

 

Under the previous law a company required specific enabling provisions in its articles to purchase its own shares, to consolidate or sub-divide its shares and to reduce its share capital or other undistributable reserves as well as shareholder authority to undertake the relevant action. The Company's current articles include these enabling provisions. Under the Act a company now only requires shareholder authority to do any of these things and it is no longer be necessary for articles to contain enabling provisions. Accordingly the relevant enabling provisions have been removed in the New Articles.

 

Provision for employees on cessation of business

 

The Act provides that the powers of the directors of a company to make provision for a person employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary, may only be exercised by the directors if they are so authorised by the company's articles or by the company in general meeting. The New Articles provide that the directors may exercise this power.

 

Use of seals

 

Previously a company required authority in its articles to have an official seal for use abroad. Since 1 October 2009 such authority is no longer required. Accordingly, the relevant authorisation has been removed in the New Articles. 

 

Authorisation of loans to Directors

 

The Companies Act 1985 contained restrictions on loans and related dealings between a company and its directors (and their connected persons) subject to the specified exceptions. Under the Act the general prohibitions on loans to directors have been abolished and replaced with a requirement of shareholder approval for all companies. Provisions have also been introduced to ensure that public companies, and any private company associated with a public company, may only make quasi-loans to directors, loans or quasi-loans to connected persons or enter into credit transactions with Directors or connected persons, if shareholder approval is obtained.  New article 38 reflects these provisions.

 

Suspension of registration of share transfers

 

The Company's current articles permit the directors to suspend the registration of transfers. Under the Act share transfers must be registered as soon as practicable. The power in the current articles of association to suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.

 

The proposed New Articles are available to view at the Company's website - www.keycom.co.uk.   

 

Action to be taken

 

Annual General Meeting

 

You will find enclosed with this document, a Form of Proxy for use at the AGM.  Whether or not you propose to attend the AGM in person, you are asked to complete the Form of Proxy and return it to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive as soon as possible, but in any event so as to be received no later than 2pm on 17 July 2010.

 

Completion and return of the Form of Proxy will not preclude you from attending and voting at the AGM if you wish. 

 

Recommendation

 

The Directors consider that the proposals set out in the Notice of AGM are in the best interests of the Company and its Shareholders as a whole.  Your Directors unanimously recommend you to vote in favour of the Resolutions as they, and those connected with them, intend to do in respect of their own beneficial shareholdings which amount to an aggregate of 11,645,491 Ordinary Shares, representing 2.41% of the issued Ordinary Shares of the Company.

 

Yours faithfully,

 

 

Rod Matthews

Chairman


Keycom plc (the "Company")

(Registered in England and Wales No. 3921568)

 

NOTICE OF ANNUAL GENERAL MEETING

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at the offices of Beachcroft LLP at 100 Fetter Lane, London EC4A 1BN at 2pm on Monday 19 July 2010 for the purpose of considering and, if thought fit, passing the following resolutions numbers 1 to 5 as ordinary resolutions and resolutions 6 and 7 as special resolutions:

 

 

Ordinary Business

 

1              To receive and adopt the directors' report and accounts together with the report of the auditors for the year ended 30 September 2009.

 

2              To reappoint CLB Coopers as the auditors of the Company and authorise the Directors to fix their remuneration.

 

3              To re-elect Graham Robertson as a Director of the Company.

 

4              To re-elect Roger Jeynes as a Director of the Company.

 

 

Special Business

 

As special business to consider and, if thought fit, to pass the following resolutions:

 

 

Ordinary Resolution

 

5              That in substitution for any existing authority, the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of the Act) of the Company up to an aggregate nominal amount of £1,744,985.90 to expire (unless previously renewed, varied, or revoked by the Company in general meeting) five years from the passing of this resolution provided that 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 may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

 

 

Special Resolution

 

6              That, in substitution for any existing authority, the Directors be given power pursuant to Section 95 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the Section 551 authority granted by resolution 5 above as if Section 561(1) of the Act did not apply to:

 

(a)           the allotment of equity securities in connection with or pursuant to an offer by way of rights to the holders of ordinary shares in the capital of the Company and other persons entitled to participate therein for cash in proportion (as nearly as may be) to the holdings of ordinary shares of such holders (or, as appropriate, to the number of ordinary shares which such other persons are for these purposes deemed to hold), subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems which may arise under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory; or              

 

(b)           the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £1,744,985.90;

 

to expire (unless previously renewed, varied or revoked by the Company in general meeting) on the day 15 months from the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company, whichever is the earlier, provided that the Company may before the expiry of the power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

 

 



Special Resolution

 

7             That:

 

(a)           the Articles of Association of the Company be amended by deleting all the provisions of the Company's Memorandum of Association which, by virtue of section 28 of the Act, are to be treated as provisions of the Company's Articles of Association; and

 

(b)           the draft Articles of Association signed by the Chairman for identification be adopted as the Articles of Association of the Company in substitution for and to the exclusion of all the existing Articles of Association.

 

 

 

 

 

Registered Office:                                                                                                                    BY ORDER OF THE BOARD

University Court                                                                                                                                     Graham L Robertson

Staffordshire Technology Park                                                                                                                                Secretary

Stafford                                                                                                                                                     Dated 25 June 2010

ST18 0ES

 

 

 

This notice is to be read in conjunction with the notes on page 8.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capita Registrars

Northern House

Woodsome Park

Fenay Bridge

Huddersfield

HD8 0GA



FORM OF PROXY

Keycom plc

for Annual General Meeting

 

For use by holders of ordinary shares of 1p each in Keycom plc

in respect of the Annual General Meeting

to be held at the offices of Beachcroft LLP at 100 Fetter Lane, London EC4A 1BN

on Monday 19 July 2010 at 2pm and at any adjournment thereof.

 

I/We                                                                                                            

 

of                                                                                                  being a Member(s) of Keycom plc,

 

hereby appoint                                                                of                                                               

 

or failing him the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Monday 19 July 2010 at 2pm and at anyadjournment thereof:

 

I/We direct the proxy to vote on the business of the Meeting as indicated below. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion, as he will on any matter arising at the Meeting.

 

 

 

For

Against

 

ORDINARY RESOLUTIONS

 

 

1

To receive and adopt the report and accounts for the year ended 30 September 2009

 

 

 

2

To re-appoint CLB Coopers as the auditors of the Company and to authorise the Directors to fix their remuneration

 

 

 

3

To re-elect Graham Robertson as a director

 

 

 

4

To re-elect Roger Jeynes as a director

 

 

 

5

To grant authority to allot shares

 

 

 

 

SPECIAL RESOLUTIONS

 

 

6

To disapply pre-emption rights

 

 

 

7

To amend the Articles of Association

 

 

 

 

Enter the number of shares in relation to which your proxy is authorised to vote or leave blank to authorise your proxy to act in relation to your full entitlement.

 



 Please tick here if this proxy appointment is one of multiple appointments being made.  For the appointment of more than one proxy, refer to note 4 below.

 

 

Signed

 

                                                     

On this                                Day of July 2010

 

 

 


Notes

1.      Keycom shareholders who are entitled to attend and vote at the AGM are entitled to appoint one or more proxies to exercise all or any of their rights to attend and speak at the meeting and, on a poll, to vote in their place. To be valid, the form of proxy must be completed, signed and returned so as to reach the Company's Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time appointed for holding the AGM.  

2.      Members may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.  You may not appoint more than one proxy to exercise rights attached to any one share.

3.      A proxy need not be a shareholder of the Company but must attend the meeting to represent you.  You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, please insert the name and address of your appointee. You can instruct your proxy how to vote on each resolution on which a poll is taken by placing an 'X' (or entering the number of shares which you are entitled to vote) in the 'For' or 'Against' boxes as appropriate.  Where a proxy does not specifically indicate a vote either for or against the resolution it shall be deemed that the proxy be in favour of the resolution.

4.      If you are appointing a proxy in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.  To appoint more than one proxy, you may photocopy the proxy form. Please indicate in the box next to the proxy holders name the number of shares in respect of which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

5.      Appointment of a proxy does not preclude you from attending the meeting and voting in person.  If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

6.      A corporation should execute the Proxy Form under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Proxy Form.

7.      In the case of joint holders only one need sign this form but the names of the other joint holders should be shown in the space provided.  The vote of the senior holder who tenders a vote, whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders.  Seniority will be determined by the order in which the name of the holders appear in the register of members in respect of joint holdings.

8.      The Company pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, specifies that only those holders of ordinary shares listed in the register of members of the Company as at the Record Date shall be entitled to attend and vote at the AGM in respect of the number of existing ordinary shares registered in their name at that time.  Changes to the entries on the relevant register of securities after the Record Date shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.

9.      If you submit more than one valid proxy appointment, the appointment deposited, delivered or received last before the latest time for the receipt of proxies will take precedence (regardless of its date or of the date of execution).  To change your proxy instructions simply submit a new proxy appointment using the methods set out above.  Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrars. 

10.    In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company Registrars at the address above.  In the case of a member which is a corporation, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.  Any power of attorney under which the revocation notice is signed (or a duly certified copy of such power or authority) much be included with the revocation notice.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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