Notice of Annual General Meeting 2017
20 November 2017
This notice of the annual general meeting is important and requires your immediate attention.
If you are in any doubt as to the contents of this document and/or the action you should take, you are recommended to seek personal financial advice from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in the Company, please pass this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected so that they can pass these documents to the person who now holds the shares.
Avanti Communications Group plc
(Incorporated and registered in England and Wales with company number 06133927)
Notice of Annual General Meeting
Whether or not you intend to attend the Annual General Meeting, you are encouraged to complete and return the accompanying proxy form in accordance with the instructions printed on the proxy form. The proxy form must be received by our registrar as soon as possible and by no later than 9.00 a.m. on 11 December 2017.
Notice is hereby given that the Annual General Meeting of the Company (“AGM”) will be held at 9.00 a.m. on 13 December 2017 at The Bridewell Suite, Crowne Plaza London – The City, 19 New Bridge Street, London EC4V 6DB for the following purposes:
To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary resolutions:
- Election of Director
To elect Richard Mastoloni as a Director of the Company.
- Election of Director
To elect Peter Reed as a Director of the Company.
- Election of Director
To elect Craig Chobor as a Director of the Company.
- Election of Director
To elect Michael Leitner as a Director of the Company.
- Election of Director
To elect Alan Harper as a Director of the Company.
- Election of Director
To elect Christopher Mc Laughlin as a Director of the Company.
- Election of Director
To elect Nigel Fox as a Director of the Company.
To consider, and if thought fit, to pass the following resolutions, of which resolution 8 will be proposed as an ordinary resolution, and resolution 9 will be proposed as a special resolution:
- Directors’ authority to allot shares
That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) (in substitution for all or such existing authorities which are hereby revoked) to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into share of the Company being “relevant securities”) at such times and to such person, on such terms and in such manner as they think fit, up to an aggregate nominal amount of £540,616, such authority to expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting, save that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if that authority had not expired.
- Directors’ power to issue shares for cash
That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and they are hereby empowered pursuant to section 570(1) of the Act to allot equity securities (as defined in section 560 of the Act) of the Company wholly for cash pursuant to the authority of the Directors conferred by resolution 8 above, and/or where such an allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act, as if section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to:
(a) the allotment of equity securities in connection with an invitation or offer of equity securities to the holders of Ordinary Shares in the capital of the Company (excluding any shares held by the Company as treasury shares (as defined in section 724(5) of the Act)) on a fixed record date in proportion (as nearly as practicable) to their respective holdings of such shares or in accordance with the rights attached to such shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or as a result of legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and
(b) the allotment of equity securities pursuant to the exercise of any options granted by the Company at the date of this resolution; and (c) the allotment, otherwise than pursuant to paragraphs (a) and (b) above, of equity securities up to an aggregate nominal value equal to approximately £162,135,
and unless previously renewed, revoked, varied or extended, this power shall expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if this power had not expired.
By Order of the Board
Registered Office: Cobham House, 20 Black Friars Lane, London EC4V 6EB
Registered Number: 6133927 17 November 2017
- Pursuant to Regulation 41 of the Uncertificated Securities Regulation 2001 (as amended), only those members registered in the register of members of the Company at 9.00 a.m. on 11 December 2017 (or if the Annual General Meeting is adjourned, 48 hours before the time fixed for the adjourned Annual General Meeting) shall be entitled to attend and vote at the Annual General Meeting in respect of the number of shares registered in their name at the time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
- If you wish to attend the Annual General Meeting in person, you must register in advance. Please complete and return to the Company Secretary your registration card. You will need to register no later than 48 hours in advance and bring identification to the meeting.
- A member who is entitled to attend, speak and vote at the Annual General Meeting may appoint a proxy to attend, speak and vote instead of him. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A proxy need not be a member of the Company but must attend the Annual General Meeting in order to represent you. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the Annual General Meeting will terminate the proxy appointment. A proxy form is enclosed. The Notes to the proxy form include instructions on how to appoint the Chairman of the Annual General Meeting or another person as proxy. You can only appoint a proxy using the procedures set out in these Notes and in the notes to the proxy form.
- To be valid, a proxy form, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company’s registrar, Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, by no later than 9.00 a.m. on 11 December 2017.
- The Notes to the proxy form include instructions on how to appoint a proxy by using the CREST proxy appointment service. You may not use any electronic address provided either in this Notice of Annual General Meeting or in any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
- In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.
- A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 5 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company’s Articles of Association and the relevant provision of the Companies Act 2006.
- Copies of the Executive Directors’ service contracts with the Company and any of its subsidiary undertakings and letters of appointment of the Non-Executive Directors are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the Annual General Meeting and will also be available for inspection at the place of the Annual General Meeting from 9.00 a.m. on the day of the Annual General Meeting until its conclusion.
Resolutions 1 -7 – Election of Directors
These resolutions concern the election of Richard Mastoloni, Peter Reed, Craig Chobor, Michael Leitner, Alan Harper, Christopher Mc Laughlin and Nigel Fox as Directors of the Company.
Richard Mastoloni was appointed by the Board on 20 December 2016 as a Non-Executive Director.
Peter Reed, was appointed by the Board on 27 January 2017 as a Non-Executive Director.
Craig Chobor, was appointed by the Board on 27 January 2017 as a Non-Executive Director.
Michael Leitner was appointed by the Board on 27 January 2017 as a Non-Executive Director.
Alan Harper was appointed by the Board on 17 March 2017 as a Non-Executive Director.
Christopher Mc Laughlin was appointed by the Board on 1 September 2017 as a Non-Executive Director.
Nigel Fox was appointed by the Board on 11 September 2017 as a Director.
Each of the Directors is required by the Company’s Articles of Association to offer himself for election at the Annual General Meeting following his respective appointment.
Resolution 8 – Directors’ authority to allot shares
This resolution grants the Directors authority to allot shares in the capital of the Company and other relevant securities up to an aggregate value of £540,616, representing approximately 33.33% of the nominal value of the issued Ordinary Share capital as at 17 November 2017, being the latest practicable date before publication of this notice. The Directors do not have any present intention of exercising the authorities conferred by this resolution but they consider it desirable that the specified amount of authorised but unissued share capital is available for issue so that they can more readily take advantage of possible opportunities. Unless revoked, varied or extended, this authority will expire at the conclusion of the next Annual General Meeting of the Company or the date falling 18 months from the passing of this resolution, whichever is the earlier.
Resolution 9 – Directors’ power to issue shares for cash
This resolution authorises the Directors in certain circumstances to allot equity shares for cash other than in accordance with the statutory pre-emption rights (which require the Company to offer all allotments for cash first to existing shareholders in proportion to their holdings). The relevant circumstances are either where the allotment takes place in connection with a rights issue or the allotment is limited to a maximum nominal amount of £162,135 representing approximately 10% of the nominal value of the issued Ordinary Share capital of the Company as at 16 November 2017, being the latest practicable before publication of this notice. Unless revoked, varied or extended, this authority will expire at the conclusion of the next Annual General Meeting of the Company or 18 months after the passing of the resolution, whichever is the earlier. The Directors consider that the power proposed to be granted by resolution 9 is necessary to retain flexibility, although they do not have any intention at the present time of exercising such power.
FURTHER NOTES TO THE ANNUAL GENERAL MEETING
After his opening remarks, the Chairman will explain in detail the procedures for the conduct of the meeting, particularly for asking questions. The resolutions which are set out in the Notice of Meeting will then be put to the meeting.
How to ask questions
At the meeting, shareholders will be given the opportunity to ask questions. Please explain the nature of your question and give your name and address. You may be asked to wait until called upon to speak. Please remember to state your name before asking your question.
The doors will open at 8.30 a.m. and the meeting will start promptly at 9.00 a.m.
Cameras, tape recorders etc.
No cameras, video recorders, tape recorders or mobile phones will be allowed into the meeting.
You must bring your attendance card and identification in order to attend the meeting.
If you have questions about the meeting, or if you need any assistance, please telephone Ellis Edwards at Avanti Communications Group plc on 0207 749 1600 during normal working hours.
Analysis of shareholders
Range of holdings Number of shares Number of shareholders
Less than 10,000 1,490,937 808
10,001 – 20,000 679,954 48
20,001 – 50,000 1,769,703 56
50,001 – 100,000 1,663,553 23
100,001 – 150,000 2,049,856 16
150,001 – 300,000 4,465,550 19
300,001 – 500,000 9,200,473 23
500,001 – 1,000,000 10,499,925 14
1,000,000 130,315,998 21
- December 2017: Annual General Meeting
- February 2018: Interim results for the six months ended 31 December 2017
- September 2018: Preliminary results for the year ended 30 June 2018
The Directors have not recommended the payment of a dividend for the year ended 30 June 2017.
Ordinary Shares of Avanti Communications Group plc are traded on AIM.
The share price is available from the Avanti website at www.avantiplc.com and in The Financial Times and The Times.
All administrative enquiries relating to shareholdings should be directed to The Registrar, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA.
Information about Avanti’s services can be found at www.avantiplc.com.