DJ Alina Holdings PLC: AGM Notice
Alina Holdings PLC (ALNA)
Alina Holdings PLC: AGM Notice
30-Apr-2024 / 11:43 GMT/BST
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This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the
proposals in this document or the action you should take, you should seek your own advice from a stockbroker,
solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your
shares in the Company, please forward this document, and the enclosed Form of Proxy, as soon as possible to the
purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person
who now holds the shares.
Alina
Holdings PLC
Notice of Annual General Meeting
Alina Holdings PLC
(company number 05304743)
(the "Company")
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 Wednesday 12th June 2024 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 5 as ordinary resolutions
and as to resolutions 6 to 8 as special resolutions. The financial statements for the company for the 12 month period
ended 31 December 2023 will be published on or before 30 April 2024.
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 2023, 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 2023.
3. To re-appoint RPG Crouch Chapman LLP as auditors to the Company, to hold office until the conclusion of
the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine
their remuneration.
4. To re-elect Tim Donell 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 the
Companies 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 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 the authority
conferred had not expired.
6. THAT, subject to and conditional on, the passing of Resolution 5, the Directors be empowered, pursuant to
Section 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 Directors
deem 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 stock
exchange; 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 capital
of the Company ("Ordinary Shares") on such terms and in such manner as the directors may from time to time
determine, provided that:
a. the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the
number 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 Stock
Exchange 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 all
holders 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 2025 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 of
the 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 the
provisions 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 2025.
BY ORDER OF THE BOARD
Alasdair Johnston Company Secretary Alina Holdings PLC
Company Number 05304743
28 April 2024
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 Tim Donell 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 6, which is subject to the passing of Resolution 5, 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 7 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 8 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 on
their 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 the
conclusion of the Meeting.
3. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations
2001, shareholders must be entered on the Company's share register at 6.30 p.m. on Monday 10th June 2024 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 time
shall 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 is
signed, 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 appointment
service 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 have
appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will
be 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) be
transmitted 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 is
able 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 providers
should note that EUI does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility 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 service
provider(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 practical
limitations 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) to
do 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 26th April 2024, the last practicable date before
printing this 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) at
least 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 the
Meeting; 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 business
of 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 already
available 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 (including
the proxy form) to communicate with the Company for any purposes other than those expressly stated.
16. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9:00 am BST on Monday 10 June 2024
in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to
Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by
them, and they will govern the electronic appointment of your proxy.
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: AGM
TIDM: ALNA
LEI Code: 213800SOAIB9JVCV4D57
Sequence No.: 318889
EQS News ID: 1893055
End of Announcement EQS News Service
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April 30, 2024 06:43 ET (10:43 GMT)
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