TIDMHWC
RNS Number : 8802V
Highway Capital PLC
12 August 2022
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT
AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the contents of this document or the action you should take, you
should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent professional adviser
authorised for the purposes of the Financial Services and Markets
Act 2000 (as amended) who specialises in advising on the
acquisition of shares and other securities before taking any
action. The whole of this document should be read.
If you have sold or transferred all of your Ordinary Shares
please forward this document, together with the accompanying
documents, as soon as possible to the purchaser or transferee, or
to the stockbroker, bank or other party through whom the sale or
transfer was effected for transmission to the purchaser or
transferee. Such documents should, however, not be forwarded to or
transmitted into any jurisdiction outside of the UK. Any failure to
comply with such restriction may constitute a violation of the
securities laws of any such jurisdiction. If you have sold or
transferred only part of your holding of Ordinary Shares, please
contact your stockbroker, bank or other agent through whom the sale
or transfer was effected immediately. This document does not
comprise a prospectus in accordance with the Prospectus Regulation
Rules and has not been drawn up in accordance with the Prospectus
Regulation Rules. This document has not been approved by the
Financial Conduct Authority or by any other authority in any
jurisdiction.
This document should be read in conjunction with the Form of
Proxy and the Notice of Annual General Meeting (the "AGM") set out
at the end of this document. Your attention is drawn to the letter
from the Chairman of Highway Capital plc set out on pages 2 to 4 of
this document which recommends you to vote in favour of the
Resolutions to be proposed at the Annual General Meeting. Notice of
the Annual General Meeting to be held at 11:00 a.m. on 5 September
2022 is set out at the end of this document. The accompanying Form
of Proxy for use at the Annual General Meeting should be completed
in accordance with the instructions printed thereon and returned as
soon as possible to the Company's Registrar, Neville Registrars
Limited, at Neville House, Steelpark Road, Halesowen, B62 8HD, but
by not later than 11:00 a.m. on 3 September 2022. Completion and
return of the Form of Proxy will not preclude Shareholders from
attending and voting in person at the Annual General Meeting should
they so wish and in such event, the instrument appointing a proxy
shall be deemed to be revoked. This document is being sent to all
Shareholders for information purposes only to enable them to
exercise their rights as shareholders in relation to the Annual
General Meeting.
HIGHWAY CAPITAL PLC
(Incorporated and registered in England & Wales with company
number 02991159)
NOTICE OF ANNUAL GENERAL MEETING
The release, publication or distribution of this document in or
outside the UK may be restricted by law. Persons who come into
possession of this document and/or accompanying Form of Proxy
should inform themselves about and observe any applicable
restrictions or requirements in their particular jurisdiction.
Failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdiction. No action
has been taken by the Company or the Company's advisers that would
permit possession or distribution of this document in any
jurisdiction (including the United Kingdom) where action for that
purpose is required.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements which includes
all statements other than statements of historical fact including,
without limitation, those regarding the Company's financial
position, business strategy, plans and objectives of management for
future operations, or any statements preceded by, followed by or
that include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "might", "anticipates", "would", "could"
or similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the
date of this document. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based unless required to do so by applicable
law.
LETTER FROM THE CHAIRMAN OF
HIGHWAY CAPITAL PLC
(Incorporated and registered in England and Wales with
registered number 02991159)
Directors: Registered Office:
Ludwik Leszek Sobolewski Eden House
Maciej Szytko Reynolds Road
Nicolay Mayster Beaconsfield
Biswanath Patnaik HP9 2FL
12 August 2022
Dear Shareholder,
The purpose of this document is to provide details of the Annual
General Meeting (the "AGM") of Highway Capital Plc ("Highway" or
"Company") to be held on 5 September 2022 ("AGM"). The formal
notice of the AGM is set out on page 5.
Suspension and Potential Transaction
The listing in the Company's ordinary shares of 2p each (the
"Ordinary Shares") was suspended on 22 September 2016. As set out
in the announcement on 11 October 2021, the Company has entered
into non-legally binding heads of terms for the acquisition of
Guinevere Capital Esports & Entertainment which if completed
will constitute a reverse takeover under the Listing Rules (the
"Proposed Transaction") and would therefore result in the Company's
existing listing being cancelled and the Ordinary Shares being
re-admitted, subject to the FCA's approval. Negotiations in
relation to the Proposed Transaction are progressing and the board
of directors of the Company (the "Board") hopes to be able to make
a further announcement regarding this in due course
Annual General Meeting
A notice convening the AGM is set out at the end of this
document. At the AGM the following Resolutions will be
proposed:
Resolution 1 - Receive Directors' Reports and Annual
Accounts
Resolution 1 is to receive the reports of the Directors and
auditors and the Annual Report and Accounts for the financial year
ended on 28 February 2022 (the "2022 Annual Report").
Resolution 2 and 3 - Approve Directors' Remuneration Report and
Remuneration Policy
Resolution 2 relates to the directors' remuneration report and
resolution 3 the remuneration policy for the financial year ended
28 February 2022, which is contained within the Company's Annual
Report and Accounts for the financial year ended 28 February 2022.
Shareholders are being asked to vote on whether or not they approve
the remuneration report and remuneration policy and this vote will
be in respect of the content of the remuneration report and
remuneration policy not specific to any Director's level or terms
of remuneration.
Resolution 4 - Retirement by Rotation and Re-Appointment of
Directors
Resolution 4 concerns re-appointment of Directors. Under the
Company's Articles of Association, one third of Directors are
obliged to retire by rotation with those who have been longest in
office since their last election or appointment retiring. Nicolay
Mayster will retire by rotation and offer himself for re-election
at the AGM.
Resolution 5 - Re-Appointment of Auditors
Resolution 5 is to propose the re-appointment of Shipleys LLP as
auditors of the Company for the ensuing financial year and to
authorise the Directors to determine the auditors'
remuneration.
Resolution 6 - Grant of authority to the Directors to allot
Shares
This Resolution deals with the Directors' authority to allot
Relevant Securities in accordance with section 551 of the Companies
Act 2006 (the "Act"). This Resolution will, if passed, authorise
the Directors to allot equity securities (as defined by section 560
of the Act) up to a maximum nominal amount of GBP1,045,961 which
represents 52,298,040 Ordinary Shares.
This resolution revokes and replaces all unexercised powers
previously granted to the Directors to allot equity securities as
if section 561(1) of the Act did not apply but without prejudice to
any allotment of equity securities already made or agreed to be
made pursuant to such authorities.
Resolution 7 - Disapplication of statutory pre-emption rights on
allotment of shares
If the Directors wish to allot unissued shares or other equity
securities for cash or sell any shares which the Company may hold
in treasury following a purchase of its own shares, the Act
requires that such shares or other equity securities are offered
first to existing shareholders in proportion to their existing
holdings.
This Resolution, which is conditional on Resolution 6, will, if
passed, give the Directors power, pursuant to the authority to
allot granted by Resolution 6, to allot equity securities (as
defined by section 560 of the Act) or sell treasury shares for cash
without first offering them to existing shareholders in proportion
to their existing holdings up to a maximum nominal amount of
GBP1,045,961 which represents 52,298,040 Ordinary Shares.
Action to be taken
You are entitled to appoint one or more proxies to attend and
vote at the AGM on your behalf. You will find enclosed with this
document a Form of Proxy for use in connection with the AGM.
Whether or not you propose to attend the AGM in person, you are
requested to complete and return the Form of Proxy to the Company's
registrars, Neville Registrars Limited at Neville House, Steelpark
Road, Halesowen, B62 8HD as soon as possible and, in any event, so
as to be received no later than 11:00 a.m.on 3 September 2022.
Recommendation
The directors of the Company consider that all the proposals to
be considered at the AGM are in the best interests of the Company
and its members as a whole and are most likely to promote the
success of the Company for the benefit of its members as a whole.
The directors unanimously recommend that you vote in favour of all
the proposed resolutions as they intend to do in respect of their
own beneficial holdings.
Documents available for inspection
Copies of the following documents will be available for
inspection, free of charge, at Eden House, Reynolds Road,
Beaconsfield, Buckinghamshire, HP29 2FL during normal business
hours on any weekdays (excluding Saturdays, Sundays and public
holidays) and also on the Company's website at
www.highwaycapital.co.uk. The documents will be available from the
date of this document until the date of the AGM and at the AGM from
15 minutes prior to its commencement until its conclusion:
a) this Circular; and
b) the 2022 Annual Report.
Yours sincerely
Ludwik Sobolewski
Chairman
Please note that this document is important and requires your
immediate attention. If you are in any doubt as to the action to be
taken, please consult an independent adviser immediately.
If you have sold or transferred or otherwise intend to sell or
transfer all of your holding of ordinary shares in the Company you
should send this document, together with the accompanying Form of
Proxy, to the (intended) purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer
was or is to be effected for transmission to the (intended)
purchaser or transferee.
HIGHWAY CAPITAL PLC
(Incorporated and registered in England & Wales with company
number 02991159)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting ("AGM")
of Highway Capital Plc (the "Company") will be held at 69 Carter
Lane, London, EC4V 5EQ on 5 September 2022 at 11:00 a. m. for the
purposes set out below. You will be asked to consider and vote on
the resolutions below. Resolutions 1 - 6 will be proposed as
ordinary resolutions and resolution 7 will be proposed as a special
resolution.
Resolution 1 (Ordinary Resolution)
To receive the report of the directors and the audited accounts
for the year ended 28 February 2022.
Resolution 2 (Ordinary Resolution)
To approve the directors' remuneration report (excluding the
directors' remuneration policy, set out on page 11 of the
directors' remuneration report) for the year ended 28 February
2022.
Resolution 3 (Ordinary Resolution)
To approve and ratify the directors' remuneration policy (as set
out on page 11 of the directors' remuneration report for the year
ended 28 February 2022).
Resolution 4 (Ordinary Resolution)
To re-elect Nicolay Mayster as a director of the Company.
Resolution 5 (Ordinary Resolution)
To re-appoint Shipleys LLP as the registered auditors of the
Company and to authorise the directors to determine their
remuneration.
Resolution 6 (Ordinary Resolution)
THAT, in accordance with section 551 of the Companies Act 2006
(the "Act"), the directors of the Company (the "Directors") be
generally and unconditionally authorised to allot to allot shares
in the Company and to grant rights to subscribe for, or to convert
any security into, shares in the Company ("Relevant Securities")
comprising equity securities (as defined by section 560 of the CA
2006) up to an aggregate nominal amount of GBP1,045,961 provided
that this authority shall, expire on the earlier of the conclusion
of the next annual general meeting of the Company after the passing
of this resolution and the date being fifteen months after the date
of the passing of this resolution (unless renewed, varied or
revoked by the Company prior to or on such date) save that the
Company may, before such expiry, make offers or agreements which
would or might require Relevant Securities to be allotted after
such expiry and the Directors may allot Relevant Securities in
pursuance of any such offer or agreement notwithstanding that the
power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the Directors to allot Relevant Securities
but without prejudice to any allotment of shares or grant of rights
already made, offered or agreed to be made pursuant to such
authorities.
Resolution 7 (Special Resolution)
That subject to the passing of Resolution 6, the Directors be
given the general power to allot equity securities (as defined by
section 560 of the Act) for cash, either pursuant to the authority
conferred by Resolution 6 or by way of a sale of treasury shares,
as if section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the
allotment of equity securities up to an aggregate nominal amount of
GBP1,045,961.
The power granted by this resolution will expire on the earlier
of the conclusion of the next annual general meeting of the Company
after the passing of this resolution and the date being fifteen
months after the date of the passing of this resolution (unless
renewed, varied or revoked by the Company prior to or on such date)
save that 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 may allot equity
securities in pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has
expired.
This resolution revokes and replaces all unexercised powers
previously granted to the Directors to allot equity securities as
if section 561(1) of the Act did not apply but without prejudice to
any allotment of equity securities already made or agreed to be
made pursuant to such authorities.
By Order of the Board Registered Office:
MACIEJ SZYTKO Eden House
Company Secretary Reynolds Road
Beaconsfield
HP9 2FL
12 August 2022
NOTES
1. A member entitled to attend and vote at the AGM may appoint
another person(s) (who need not be a member of the Company) to
exercise all or any of his rights to attend, speak and vote at the
AGM. A member can appoint more than one proxy in relation to the
AGM, provided that each proxy is appointed to exercise the rights
attaching to different shares held by him.
2. A proxy does not need to be a member of the Company but must
attend the AGM to represent you. Your proxy will vote as you
instruct and must attend the AGM for your vote to be counted.
Details of how to appoint the Chairman or another person as your
proxy using the proxy form are set out in the notes to the proxy
form.
3. A copy of this notice has been sent for information only to
persons who have been nominated by a member to enjoy information
rights under section 146 of the Companies Act 2006 (a "Nominated
Person"). The rights to appoint a proxy can not be exercised by a
Nominated Person: they can only be exercised by the member.
However, a Nominated Person may have a right under an agreement
between him and the member by whom he was nominated to be appointed
as a proxy for the AGM or to have someone else so appointed. If a
Nominated Person does not have such a right or does not wish to
exercise it, he may have a right under such an agreement to give
instructions to the members as to the exercise of voting
rights.
4. If a member is a corporation, the proxy form must be executed
either under its common seal or under the hand of an officer or
agent duly authorised in writing. In the case of an individual the
proxy must be signed by the appointor or his agent, duly authorised
in writing. To be valid an appointment of proxy must be returned
(together with any authority under which it is executed) to the
Company's Registrars not less than 48 hours before the time of the
AGM.
5. All members of the company are urged to complete and return
the enclosed form of proxy as soon as possible.
6. The company is unfortunately unable to offer members the
option to appoint a proxy electronically.
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
8. In order to revoke a proxy instruction, a member will need to
inform the Company by sending a signed hard copy notice clearly
stating his/her intention to revoke the proxy appointment to the
Company's registrars. In the case of a member which is a
corporation, the revocation notice must be executed under its
common seal or under the hand of an officer or agent duly
authorised in writing. Any power of attorney or other authority
under which the revocation notice is signed (or a duly certified
copy of such power of authority) must be included with the
revocation notice.
In either case, the revocation notice must be received by
Neville Registrars Ltd no later than 48 hours before the time of
the AGM.
9. Pursuant to regulation 41(1) of the Uncertificated Securities
Regulations 2001 (2001 No. 3755) the company has specified that
only those members registered on the register of members of the
Company at 6.00 pm on 3 September 2022 shall be entitled to attend
and vote at the AGM in respect of the number of Ordinary Shares
registered in their name at that time. Changes to the register of
members after 6.00 pm on 3 September 2022 shall be disregarded in
determining the rights of any person to attend and vote at the
AGM.
10. Corporate representatives - Any corporation which is a
member can appoint one or more corporate representatives. Members
can only appoint more than one corporate representative where each
corporate representative is appointed to exercise rights attached
to different shares. Members cannot appoint more than one corporate
representative to exercise the rights attached to the same
share(s).
11. Voting rights - As at 11 August 2022 (being the latest
business day prior to the publication of this Notice), the
Company's issued share capital consists of 11,490,201 ordinary
shares of 2p each, carrying one vote each. No shares are held in
treasury. Therefore the total voting rights in the Company are
11,490,201.
12. Notification of shareholdings - Any person holding 3 per
cent or more of the total voting rights of the company who appoints
a person other than the chairman of the AGM as his proxy will need
to ensure that both he, and his proxy, comply with their respective
disclosure obligations under the UK Disclosure and Transparency
Rules.
13. Members' right to require circulation of resolution to be
proposed at the AGM - Members meeting the threshold requirements
set out in the Act have the right to (a) require the company to
give notice of any resolution which can properly be, and is to be,
moved at the AGM pursuant to section 338 of the Act; and/or (b)
include a matter in the business to be dealt with at the AGM,
pursuant to section 338A of the Act.
14. Information regarding the AGM, including the information
required by section 311A of the Act, is available at
www.highwaycapital.co.uk.
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END
NOABKBBDKBKDKFD
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August 12, 2022 06:12 ET (10:12 GMT)
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