Alina Holdings PLC (ALNA) Alina Holdings PLC: AGM 2023
23-May-2023 / 16:28 GMT/BST
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Alina Holdings PLC (Reuters: ALNA.L, Bloomberg: ALNA:LN)
("Alina", "ALNA" or the "Company") NOTICE OF AGM
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the
"Meeting") of the Company will be held at Anjuna, 28 Avenue de la
Liberté, 06360 Eze, France on Thursday 29th June 2023 at 10 am
(CEST), for the purpose of considering and, if thought fit, passing
the following resolutions which will be proposed as to resolutions
1 to 4 as ordinary resolutions and as to resolutions 5 to 8 as
special resolutions. The financial statements for the company for
the 12 month period ended 31 December 2022 will be published on or
before 7 June 2023. The Notice of AGM and Proxy Form will also
available on the Company's websit: www.alina-holdings.com.
The Directors consider that all the resolutions to be put to the
Meeting are in the best interests of the Company and its
shareholders as a whole and unanimously recommend shareholders to
vote in favour of all the proposed resolutions. The Directors
intend to vote, in respect of their own beneficial holdings, in
favour of all the proposed resolutions.
Ordinary Business 1. To receive and adopt the report of the
Directors and the financial statements of the Company for the 12
months period ended 31 December 2022, together with the report of
the auditors thereon. 2. To approve the Remuneration Report
contained in the report of the Directors and the financial
statements for the 12 months' period ended 31 December 2022. 3. To
re-appoint RPG Crouch Chapman LLP as auditors to the Company, to
hold office until the conclusion ofthe next general meeting at
which accounts are laid before the Company, and to authorise the
Directors to determinetheir remuneration. 4. To re-elect Martyn
Porter as a director in accordance with article 112 of the
Company's Articles of Association.
Special Business 5. THAT the Directors be generally and
unconditionally authorised in accordance with Section 551 of
theCompanies Act 2006 (the "Act") to allot shares in the Company or
grant rights to subscribe for or to convert any securities into
shares in the Company ("Relevant Securities") up to a maximum
aggregate nominal amount of GBP75,650 provided that this authority
shall expire at the conclusion of the next annual general meeting
of the Company or,if earlier, fifteen (15) months from the date of
passing this Resolution save that the Company may before suchexpiry
make an offer or agreement which would or might require Relevant
Securities to be allotted after such expiryand the Directors may
allot Relevant Securities in pursuance of such an offer or
agreement as if the authority conferred had not expired. 6. THAT,
subject to and conditional on, the passing of Resolution 7, the
Directors be empowered, pursuant toSection 570 of the Act, to allot
equity securities (within the meaning of Section 560 of the Act) or
sell ordinary shares (as defined in section 560(1) of the Act) held
by the Company as treasury shares for cash pursuant to the
authority given by Resolution 7 as if Section 561(1) of the Act did
not apply to any such allotment and/or sale of ordinary shares
provided that this power shall be limited to:a. the allotment of
equity securities and/or sale of ordinary shares in connection with
a rights issue or any other offer to holders of ordinary shares in
proportion (as nearly as practicable) to their respective holdings
and to holders of other equity securities as required by the rights
of those securities or as the Directors otherwise consider
necessary, but subject to such exclusions or other arrangements as
the Directorsdeem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stockexchange; and b. the allotment
(otherwise than pursuant to sub-paragraph (a) above) of equity
securities and/or sale of ordinary shares up to an aggregate
nominal amount of GBP11,348;
and this authority shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, 15 months
from the date of passing this Resolution save that the Company may
before such expiry make an offer or agreement which would or might
require equity securities to be allotted and/or ordinary shares to
be sold after such expiry and the Directors may allot equity
securities in pursuance of such an offer or agreement as if the
power conferred hereby has not expired. 7. THAT the Company be
generally and unconditionally authorised pursuant to section 701 of
the Act to make market purchases (within the meaning of section
693(4) of the Act) of its ordinary shares of 1p each in the
capitalof the Company ("Ordinary Shares") on such terms and in such
manner as the directors may from time to timedetermine, provided
that:a. the maximum aggregate number of Ordinary Shares authorised
to be purchased is 3,402,339 being thenumber representing 14.99% of
the issued share capital of the Company (excluding shares held by
the Company in treasury) at the date of this Notice or such number
of Ordinary Shares as is closest to but does not exceed 14.99% of
the issued share capital (excluding shares held by the Company in
treasury) as at the date of the Meeting; b. the minimum price
(exclusive of expenses) which may be paid for an Ordinary Share is
1p (being the nominal value of an Ordinary Share); c. unless a
tender offer is made to all holders of Ordinary Shares the maximum
price which may be paid for an Ordinary Share (exclusive of
expenses) is an amount equal to the higher of: (a) 105% of the
average of the middle market quotations for an Ordinary Share as
derived from the Daily Official List of the London StockExchange
for the five business days immediately preceding the day on which
the Ordinary Share is purchased; and(b) the higher of the price of
the last independent trade in Ordinary Shares and the highest then
current independent bid for the Ordinary Shares on the London Stock
Exchange and where a tender offer is made to allholders of Ordinary
Shares the maximum price which may be paid for an Ordinary Share is
an amount equal to the net asset value per Ordinary Share at the
latest practicable date prior to such purchase, all as determined
by the directors; d. the authority shall expire at the conclusion
of the Annual General Meeting of the Company to be held in 2024 or
15 months from the date of the passing of this resolution,
whichever is the earlier; and e. the Company may make a contract to
purchase Ordinary Shares under this authority before the expiry
ofthe authority which will or may be executed wholly or partly
after its expiry and may make a purchase of Ordinary Shares in
pursuance of any such contract. 8. THAT, as permitted by section
307A of the Act, any general meeting of the Company (other than the
Annual General Meeting of the Company) shall be called by notice of
at least 14 clear days in accordance with theprovisions of the
articles of association of the Company provided that the authority
of this resolution shall expire on the conclusion of the next
Annual General Meeting of the Company to be held in 2024.
BY ORDER OF THE BOARD
Alasdair Johnston Company Secretary Alina Holdings PLC
Company Number 05304743
23 May 2023
Registered office: Eastleigh Court Bishopstrow Warminster BA12
9HW
Notes on the Resolutions
Resolution 1 relates to the requirement for the directors to
present the report of the directors and the accounts of the Company
to shareholders at the Meeting. The report of the directors, the
accounts and the report of the Company's Auditors on the accounts
and on those parts of the directors' remuneration report that are
capable of being audited are contained within the Report and
Accounts.
Resolution 2 relates to the requirement for an annual advisory
vote on the directors' remuneration report in terms of the
arrangements for pay and share awards to directors. Details of
these are contained in the Remuneration section of the report of
the directors and the financial statements within the Report and
Accounts. The vote on this resolution is advisory only, and any
entitlement of a director to remuneration is not conditional on
this resolution being passed.
Resolution 3 relates to the requirement that the auditors of a
company must be re-appointed at each general meeting at which
accounts are laid. This Resolution seeks approval for the
re-appointment of RPG Crouch Chapman LLP as auditors of the
Company, to hold office until the conclusion of the next Annual
General Meeting at which accounts are laid. Pursuant to this
Resolution, Shareholders are also being asked to authorise the
directors to determine the remuneration payable to RPG Crouch
Chapman LLP as auditors.
Resolution 4 relates to the re-election of Martyn Porter who
offers himself for re-election. The Company's Articles of
Association require one third of the directors to retire by
rotation at each Annual General Meeting (excluding any director
standing for re-election in accordance with article 118 of the
Company's Articles of Association).
Resolution 5 replaces the existing authority of the directors to
allot shares, which expires at the conclusion of the Meeting. The
resolution authorises the directors to allot a maximum of 7,565,000
shares with an aggregate nominal value of GBP75,650. This is
equivalent to approximately one third of the current issued share
capital of the Company (excluding shares held in treasury) as at
the date of the Notice. The number of shares currently held in
treasury is 9,164,017 (nominal value GBP91,640). The directors have
no present intention to exercise the authority conferred by the
resolution, which will lapse at the earlier of the 2024 Annual
General Meeting or 15 months after the Meeting. Resolution 7 will
be proposed as a special resolution.
Resolution 6, which is subject to the passing of Resolution 7,
will be proposed as a special resolution for the renewal of the
directors' authority to allot equity securities for cash, without
first offering them to shareholders pro rata to their holdings.
This authority facilitates issues (or sales of ordinary shares held
in treasury) made by way of rights to shareholders which are not
strictly in accordance with section 561(1) of the Companies Act
2006 and authorises other allotments of up to a maximum aggregate
nominal amount of GBP11,348 (representing 1,134,800 shares), which
represents approximately 5 per cent of the current issued ordinary
share capital of the Company. This authority also allows the
directors, within the same aggregate limit, to sell for cash shares
that may be held by the Company in treasury. The Directors have no
present intention of exercising this authority.
Resolution 7 seeks to renew the directors' authority to purchase
the Company's Ordinary Shares, up to a maximum of 14.99% of the
Company's issued share capital (excluding shares held in treasury),
for a further year. The directors have no present intention to
exercise this authority but will keep the matter under review,
taking into account the financial resources of the Company, the
Company's share price and future funding opportunities. The
authority would only be exercised if the directors believe that to
do so would result in an increase in earnings per share and would
be in the best interests of shareholders generally. Any purchases
of shares would be by means of market purchases through the London
Stock Exchange. Save to the extent purchased pursuant to the
regulations concerning treasury shares, any Ordinary Shares
purchased in this way will be cancelled and the number of shares in
issue will be reduced accordingly. This would give the Company the
ability to re-issue treasury shares quickly and cost effectively
and would provide the Company with greater flexibility over the
management of its capital base. Resolution 9 will be proposed as a
special resolution.
Resolution 8 authorises the holding of general meetings, other
than Annual General Meetings, on 14 days' notice. Although the
Articles currently permit this, the Act requires a shareholder
resolution to be passed to authorise general meetings to be held on
14 days' notice. The minimum notice period for general meetings
would otherwise be 21 days. The directors would not make use of the
reduced notice period unless they considered this to be in the best
interests of members as a whole. Resolution 10 will be proposed as
a special resolution.
General Notes 1. Shareholders are encouraged to appoint the
Chairman of the Meeting as their proxy to cast their votes ontheir
behalf. 2. The Board will arrange for the legal requirements for
the holding of the Meeting to be satisfied by the attendance of one
or more Directors and the Company Secretary, who will form a quorum
and will ensure that the proxy votes of Shareholders are recorded.
We therefore strongly encourage you to vote by proxy, ensuring that
you appoint the Chairman of the Meeting as your proxy. To ensure
that the voting preferences of all Shareholders are taken into
account, the Company will conduct a poll vote on all Resolutions
put to the Meeting. The results of the poll will be released to the
market and published on the Company's website as soon as
practicable after theconclusion of the Meeting. 3. As permitted by
section 360B(3) of the Act and Regulation 41 of the Uncertificated
Securities Regulations2001, shareholders must be entered on the
Company's share register at 6.30 p.m. on Tuesday 27th June 2023 in
order to be entitled to attend and vote at the Meeting (or, if the
Meeting is adjourned, on the Company's share register at 6.30 p.m.
on the day two business days before the time fixed for the
adjourned Meeting). Such shareholders may only cast votes in
respect of shares held at such time. Changes to entries on the
relevant register after that timeshall be disregarded in
determining the rights of any person to attend or vote at the
Meeting. 4. Any member entitled to attend and vote at the Meeting
is entitled to appoint one or more proxies (who need not be a
member of the Company) to attend and to vote instead of the member.
Completion and return of a form of proxy will not preclude a member
from attending and voting at the meeting in person, should he
subsequently decide to do so. A form to be used for appointing a
proxy or proxies for this meeting to vote on your behalf
accompanies this Notice. 5. A body corporate which is a member of
the Company may appoint one or more corporate representatives to
exercise all the powers of a shareholder on its behalf, provided
that representatives of the same corporation do not exercise their
powers differently in relation to the same shares. 6. In order to
be valid, any form of proxy and power of attorney or other
authority under which it issigned, or a notarially certified or
office copy of such power or authority, must reach the Company's
registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing,
BN99 6DA, not less than 48 hours before the time of the Meeting or
of any adjournment of the Meeting. 7. CREST members who wish to
appoint a proxy or proxies by utilising the CREST electronic proxy
appointmentservice may do so by utilising the procedures described
in the CREST Manual on the Euroclear website (www.euroclear.com).
CREST personal members or other CREST sponsored members, and those
CREST members who haveappointed a voting service provider(s),
should refer to their CREST sponsor or voting service provider(s),
who willbe able to take the appropriate action on their behalf. In
order for a proxy appointment made by means of CREST to be valid,
the appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK &
Ireland Limited's ("EUI") specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to
a previously appointed proxy, must (in order to be valid)
betransmitted so as to be received by the issuer's agent (ID RA19)
by the latest time(s) for receipt of proxy appointments specified
in this Notice. 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 isable to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001. CREST
members and, where applicable, their CREST sponsors or voting
service providersshould note that EUI does not make available
special procedures in CREST for any particular messages. Normal
systemtimings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is theresponsibility 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(s), to procure that his CREST sponsor or voting
serviceprovider(s) take(s)) 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 providers
are referred, in particular, to those sections of the CREST Manual
concerning practicallimitations of the CREST system and timings. 8.
Persons with information rights under section 146 of the Act do not
have the right to appoint a proxy. Any purported exercise by such
persons (whether by completion and return of a form of proxy, or
otherwise) will be ineffective. Such persons may, however, have
specific rights to instruct the member who granted the information
rights as to how such member exercises their right to appoint a
proxy. 9. Any member attending the Meeting is entitled, pursuant to
section 319A of the Act, to ask any question relating to the
business being dealt with at the Meeting. The Company will answer
any such questions unless: (i) todo so would interfere unduly with
the preparation for the Meeting or involve the disclosure of
confidential information; or
(ii) the answer has already been given on a website in the form
of an answer to a question; or (iii) it is undesirable in the
interests of the Company or the good order of the Meeting that the
question be answered. 10. The total number of Ordinary Shares in
issue as at 19 May 2023, the last practicable date before
printingthis document, was 31,861,414 Ordinary Shares of which
9,164,017 were held in treasury and the total level of voting
rights was 31,861,414, of which 9,164,017 were attached to shares
held in treasury by the Company. 11. Pursuant to sections 527 to
531 and sections 338 and 338A of the Act: (i) a member or members
having a right to vote at the meeting and holding at least 5 per
cent. of total voting rights of the Company; or (ii) atleast 100
members having a right to vote at the meeting where each holds, on
average, at least GBP100 of paid up share capital may request the
Company to:a. publish on its website, a statement setting out any
matter that such member or members propose to raise at the Meeting
relating to the audit of the Company's accounts (including the
auditors' report and the conduct of the audit) that are to be laid
before the Meeting; and/or b. give notice of a resolution which may
properly be moved and which such members intend to move at
theMeeting; and/or c. include in the business of the Meeting any
matter (other than a proposed resolution) which may properly be
included in the business.
A request that the Company publish a statement on its website,
as described in sub-paragraph a. above, must either set out the
statement in full or, if supporting a statement sent by another
member, clearly identify the statement which is being supported,
and be received by the Company at least one week before the
Meeting. The Company must forward such a statement to the Company's
auditors no later than the time the statement is made available on
the Company's website, and the statement may be dealt with as part
of the businessof the Meeting.
A request to give notice of a resolution which members intend to
move at the Meeting, as described in sub- paragraph (b) above, must
(i) identify the resolution of which notice is to be given; (ii) be
authenticated by the person or persons making it; and (iii) be
received by the Company not later than six weeks before the
Meeting. The Company must circulate the resolution proposed to each
member entitled to receive notice of the Meeting.
A request for the inclusion of an item in the business of the
Meeting, as described in sub- paragraph (c) above, must (i)
identify the matter for inclusion; (ii) be accompanied by a
statement setting out the grounds for the request;
(iii) be authenticated by the person or persons making it; and
(iv) be received by the Company not later than six weeks before the
Meeting. The Company must include the matter proposed in the
business to be dealt with at the Meeting.
A member or members wishing to make requests as described in
this note 11 must send the request, together with their name and
address and share certificate number(s), to the Company using the
following method:
-- by email to the Company Secretary at
alasdair@atheniumconsultancy.com 12. Copies of the service
contracts and letters of appointment of each of the directors are
available for inspection at the registered office of the Company
during usual business hours on any weekday (Saturdays, Sundays and
public holidays excluded) and at the place of the Meeting from at
least 15 minutes prior to and until the conclusion of the Meeting.
13. A copy of this Notice together with other information required
under the Act may be accessed on the Company's website
www.alina-holdings.com. Any shareholders' statements, shareholders'
resolutions and shareholders'matters of business received by the
Company after the date of the Notice will be added to the
information alreadyavailable on the website as soon as reasonably
practicable. 14. The results of the voting at the Meeting will be
announced via a regulatory information service and will also appear
on the Company's website. 15. You may not use any electronic
address provided either in this Notice or any related documents
(includingthe proxy form) to communicate with the Company for any
purposes other than those expressly stated.
NP0523-3799
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00B1VS7G47
Category Code: NOA
TIDM: ALNA
LEI Code: 213800SOAIB9JVCV4D57
Sequence No.: 245805
EQS News ID: 1639941
End of Announcement EQS News Service
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