Everest Global Plc - Notice of General Meeting
PR Newswire
LONDON, United Kingdom, February 12
12 February 2024
For Immediate Release
EverestGlobalplc
("EG" or the "Company")
NoticeofGeneralMeeting
Everest Global Plc announces that its Notice of General Meeting ("GM") and Form of Proxy ("Proxy"), has been posted to shareholders today. The letter from the Chief Executive Officer is appended to this announcement and sets out the details of the General Meeting.
Both the Notice of GM and the Proxy will shortly be uploaded to the National Storage Mechanism and will be available at: www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
These documents, are also available on the Company's website at: www.everestglobalplc.comand in hard copy to shareholders upon request to the Company Secretary at the offices of Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JF.
The Company's GM will be held at the offices of Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JF at 11am on 28 February 2024.
The Directors of the Company take responsibility for the contents of this announcement.
For further information please contact the following: |
|
EverestGlobalplc | |
Andy Sui, Chief Executive Officer | +44 (0) 776 775 1787 |
Rob Scott, Non-Executive Director | +27 (0)84 6006 001 |
Details of Meeting
I am pleased to be writing to you with details of a General Meeting ("GM") which we are holding at the offices Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JF at 11am on 28 February 2024.
In the notice of our last Annual General Meeting we explained that, following the resignation of the company's auditor, Jeffreys Henry, the company was in the process of appointing a new auditor. As a result, the accounts for the year ending 31 October 2022 were delayed. The resignation of Jeffreys Henry was due to their withdrawal from auditing Public Interest Entity (PIE) companies such as Everest Global plc. We circulated to shareholders a copy of Jeffreys Henry's letter of resignation, which has been filed at the Companies Registry, which confirms that there are no circumstances connected with their resignation which they consider should be brought to the attention of the company's members or creditors.
We are pleased to have appointed RPG Crouch Chapman LLP as our auditors who audited our accounts for the year ending 31 October 2022 for the company, a copy of which are enclosed with this notice.
As at the 6 months ended 30 April 2023, and as explained in the prospectus issued by the company on 31 October 2023, the value of the Company's net assets is less than half of its called-up share capital. In such circumstances, the directors are required under section 656 of the Companies Act 2006 to convene a general meeting of the Company for the purpose of considering whether any, and if so what, steps should be taken in relation to the situation. Accordingly, this matter will be discussed at this GM. The Board welcomes dialogue with the Company's shareholders, and the GM will provide a forum for such discussions to take place, but no resolutions will be proposed at the GM in relation to the serious loss of capital.
The formal notice of GM is set out on pages 4 to 6 of the Notice of GM. A copy of this notice is available at www.everestglobalplc.com.
If you would like to vote on the resolutions, but cannot come to the GM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 11am on 26 February 2024.
Summary and explanation of the resolutions proposed.
Resolutions 1 to 5 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed more than half of the votes cast must be in favour of the resolution.
A summary of the resolutions proposed is set out on page 7 of the Notice of GM.
Recommendation
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. Your board will be voting in favour of them and unanimously recommend that you vote in favour of them.
My board colleagues and I thank you for your support.
Yours faithfully
Andy Sui
Chief Executive Officer
Summary of the resolutions proposed
Resolution 1 - To receive the Annual Report and Accounts
It is proposed to receive the annual accounts for the period ended 31 October 2022, together with the reports of the directors and auditors;
Resolutions 2 and 3 -Appointment of auditors and auditor's remuneration
The board recommends the confirmation of the appointment of RPG Crouch Chapman LLP as auditors, to hold office until the next meeting at which accounts are laid. Resolution 3 is a separate resolution which will grant authority to the directors to determine the Auditor's remuneration.
Resolutions 4 and 5 - Directors' remuneration policy and remuneration report
In resolution 4 shareholders are asked to approve the directors' remuneration policy. This is set out on pages 16 of the annual accounts and reports for the year ended 31 October 2022
In resolution 5 shareholders are asked to approve the remainder of the directors' remuneration report, excluding the directors' remuneration policy. This is set out on pages 16 and 17 of the annual accounts and reports for the year ended 31 October 2022. Resolution 5 is an advisory vote.
