Source - RNS
RNS Number : 9379J
TT International Funds PLC
15 September 2016
 

NOTICE OF ANNUAL GENERAL MEETING

OF

TT INTERNATIONAL FUNDS PLC

 

AN UMBRELLA TYPE FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS

AND AN OPEN-ENDED INVESTMENT company with variable capital

INCORPORATED WITH LIMITED LIABILITY under the laws of ireland

with registered number 346579

 

 

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager or other professional adviser

If you have sold or transferred all of your shares in the TT INTERNATIONAL FUNDS PLC, please forward this document to the purchaser or transferee, or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible.

This document has not been reviewed by the Central Bank of Ireland.

Unless otherwise indicated, all capitalised terms in this Notice shall have the same meaning as described in the prospectus for the Company dated 14 June 2016 (the Prospectus). A copy of the Prospectus is available upon request during normal business hours from the registered office of the Company.

 


TT INTERNATIONAL FUNDS PLC

(an umbrella fund with segregated liability between sub-funds)

 

25/28 North Wall Quay

Dublin 1

Ireland

14 September 2016

 

Dear Shareholder,

 

1.         Introduction

 

We are writing to inform you that the annual general meeting (AGM) of the Shareholders of TT International Funds plc (the Company) is to be convened and held on 14 October 2016 at noon. at the registered office of the Company, 25/28 North Wall Quay, Dublin 1, Ireland.

 

2.         Special Business - proposed changes to the Articles of Association of the Company

 

At the AGM, in addition to the ordinary business to be held, the Directors are proposing items of special business regarding changes to the Articles of Association of the Company (the Articles).

 

The proposed amendments to the Articles are set out in Appendix 1 to this Notice, which contains a full overview of the proposed amendments, highlighting the changes in black line format to be incorporated into the revised Articles.

 

A summary of these changes is as follows:

 

Irish Companies Act 2014 updates

 

The Company proposes to remove all references throughout the Articles to the now repealed Companies Acts 1963 to 2013 and replace with the new Companies Act 2014 (the Companies Act) legislative references.

 

It is a legal requirement that certain provisions of the Articles be amended to include certain mandatory changes arising from the new Companies Act. As a result the Company has amended the Articles to include the following:

 

Variation of Rights

Article 5.1 has been amended to include that the quorum at any meeting of a class of Shares shall be two persons present (in person or by proxy) holding or representing at least one-third in nominal value of the issued Shares of the class in question.

 

Notice of General Meetings

Article 34.2 has been amended to reflect that any notice convening a general meeting must now also include the time by which any proxy must be received at the Company's registered office or some other place in Ireland as specified in the notice.

 

Entitlement to demand a poll

Article 41 has been amended to reflect that a poll may in addition to being demanded by the chairman of the meeting or by any shareholder present (in person or by proxy) representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting, a poll may also be demanded by at least three instead of two shareholders present (in person or by proxy) having the right to vote at the meeting and by any shareholder present in person or by proxy representing shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid on all the shares conferring the right to vote at the meeting.

 

Eligibility for Appointment

Article 68 has been amended to reflect revised timing of a notice recommending a person to the role of Director. In order to be eligible for appointment as a director at a general meeting, notice executed by a shareholder must have been given to the Company of that shareholders intention to propose such person for appointment not less than three nor more than twenty one clear days in advance of such meeting,

 

UCITS V update

Pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, S.I. No. 143 of 2016 (UCITS V), we have replaced all references to "Custodian" with "Depositary".

 

 

Central Bank Requirements

The Company proposes to amend its Articles to incorporate the Central Bank requirement listed below:

 

·      Article 14.1 of Appendix 2 has been amended to reflect the Central Bank UCITS Regulations requirement which provides that where a redemption gate is in place, redemption requests carried over from a prior dealing day as a result of the application of a gate, will no longer receive priority.

 

·      Amendments to the definition of "Specific Investment" in the Definitions section of Appendix 1 to reflect new issuers permitted by the Central Bank.

 

 

General Updates

 

The Company proposes to amend Article 17 to confirm that in the case of partly paid shares, the instrument of transfer shall be executed by both the transferor and the transferee.

 

The Company proposes to amend Article 52 to allow the Company to permit the appointment of proxies by electronic means in accordance with the Articles and the Companies Act for ease of submission by Shareholders.

 

The Company proposes to amend Article 85 to allow the Company's seal to be used by a Registered Person (a "Registered Person" being a person authorised by the directors to be entitled to bind the Company) where it is countersigned by the company secretary, director or a person authorised by the directors in that behalf so as to afford the Company flexibility.

 

The Company proposes to amend Article 93.1 to more accurately reflect the wording in the Companies Act.

 

The Company proposes to amend Article 98 to provide that a signature to any notice may be signed electronically so as to afford the Company flexibility.

 

The Company proposes to include Article 109 to provide that the Fund may acquire shares in another sub-fund of the Company.

 

The Company proposes to amend the definition of "Irish Taxable Person" in the Definitions section of Appendix 1 in light of updated taxation legislation.

 

Other Administrative Changes

 

The Company proposes to amend Article 11.1 and 19.2.1 to delete reference to the "Stock Exchange Nominee" as such reference no longer exists under the Companies Act.

 

It should be noted that the proposed changes to the Articles are subject to the approval of the Central Bank.

3.         Expected Timetable of Principal Events*

Date of this Circular                                                                    14 September 2016

Record date for voting at the AGM                                               14 October 2016

Latest time and date for receipt of forms of proxy                          14 October 2016 at 11.59am

Annual General Meeting                                                             14 October 2016 at 12.00 noon

* References to times in this Notice are to Dublin times unless otherwise stated.

4.         Shareholders' Approval

The changes to the Articles described above may not be made without the approval by special resolution of the Company shareholders.  The notice sets out the text of the resolutions to be proposed at the AGM.  The resolutions will be proposed as a special resolution, meaning that they cannot be passed unless it receives the support of a majority of at least 75% of the total number of votes cast for and against it.  If the resolution is passed by the requisite majority, it will be binding on all shareholders irrespective of how (or whether) they voted.

The other resolutions, are proposed as ordinary resolutions, meaning that they cannot be passed unless it receives the support of a simple majority of the total number of votes cast for and against it.  If the resolution is passed by the requisite majority, it will be binding on all shareholders irrespective of how (or whether) they voted.

The quorum for the AGM is two persons entitled to vote upon the business to be transacted, each being a Shareholder or Holder of non-participating shares (in person or by proxy) or a duly authorised representative of a corporate member.  If a quorum is not present within half an hour of the time appointed for the AGM, or if during the AGM a quorum ceases to be present, it will be necessary to adjourn it.  In that event, it will stand adjourned to the same day in the next week, at the same time and place or to such other day, time and place as the Company directors may determine.  If at an adjourned meeting the quorum is not present within half an hour from the time appointed for the meeting one person entitled to be counted in a quorum present at the meeting shall be a quorum.

5.         Proxy Forms

A proxy form to enable you as a Shareholder to vote at the AGM is enclosed with this Notice.  Please read the notes printed on the proxy form which will assist you in completing and returning the proxy form.  To be valid, your form of proxy for the AGM must be received at the registered office of the Company (25/28 North Wall Quay, Dublin 1, Ireland) before the time appointed for the holding of the AGM or adjourned AGM.  You may attend and vote at the AGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

6.         Enquiries

            Copies of the existing Articles and the proposed amended Articles are available for inspection during normal  business hours from the date of this Notice up to and including the time of, and during, the AGM (and any adjourned meeting) at the registered office of the Company at 25/28 North Wall Quay, Dublin 1, Ireland.

If you have any queries or require any further clarification on this matter please contact your usual contact at TT International.

7.         Recommendation

The Directors are of the opinion that the passing of the proposed amendments to the Articles are in the best interests of Shareholders as a whole and would recommend that you vote in favour of the resolutions set out in the attached Notice of AGM.  We would be grateful of your support for this resolution either in presence at the AGM or by proxy. If you do not wish to attend the AGM, please complete the enclosed proxy and return it to us at any time before the AGM, as described above.

We thank you for your continuing support of the Company.

Yours sincerely

 

_______________________________

Director

TT International Funds plc



 

 

NOTICE OF ANNUAL GENERAL MEETING

 

of

 

TT INTERNATIONAL FUNDS PLC

 

(the "Company")

 

________________________________________________________________________________

 

NOTICE is hereby given that the Annual General Meeting of TT International Funds plc will be held at the registered office of the Company, 25/28 North Wall Quay, Dublin 1 on 14 October 2016, at 12 noon for the following purposes:

 

1          Appointment of a Chairman.

2          Quorum.

 

Ordinary Resolutions

3          To receive and consider the financial statements for the year ended 30 September 2015 and the reports of the directors and auditors thereon.

4          To re-appoint Deloitte as auditors to the Company.

5          To authorise the directors to fix the remuneration of the auditors for the year ended 30 September 2016.

6          To review the Company's Affairs

 

Special Resolution

7.         To adopt the Articles as amended in accordance with Appendix 1 in substitution for current Articles,            subject to the incorporation of any amendments that may be requested by Central Bank of Ireland       (such Articles to take effect from the date of noting by the Central Bank of Ireland).      

 

And to transact any other business which may properly be brought before the meeting.

 

By Order of the Board

 

                       

 

                                               

Goodbody Secretarial Limited

Secretary

 

 

Registered Office:

25/28 North Wall Quay

Dublin 1

Dated this 14 September 2016

 

A member entitled to attend and vote may appoint a proxy to attend, speak and vote on his behalf.  A proxy need not be a member of the company.              



FORM OF PROXY

 

 

TT INTERNATIONAL FUNDS PLC

 

(the "Company")

 

 

Please complete the below sections in BOLD TYPE

 

I/We*       


 

of



being a Shareholder/Shareholders* of the Company referred to above HEREBY APPOINT the Chair of the Meeting or Jacquie Verner or Chloe McCarthy or Stephanie Reidy or another authorised representative of Goodbody Secretarial Limited, the Secretary of the Company


or failing him/her




as my/our* proxy to attend, speak and vote for me/us* on my/our* behalf at the Annual General Meeting


of the Company to be held at noon on 14 October 2016 and at every adjournment thereof.

 

*DELETE AS APPROPRIATE

 

 

 

__________________________                                       ______________________

Signature                                                                                  Date

 

PLEASE INDICATE WITH AN 'X' IN THE SPACES BELOW HOW YOU WISH YOUR VOTE TO BE CAST

 

UNLESS OTHERWISE INDICATED THE PROXY WILL VOTE AS HE/SHE THINKS FIT.

 

                                                                                                                   


Ordinary Business

 

FOR

ABSTAIN

AGAINST

1.

To approve the financial statements for the year ended 30 September 2015

 




2.

To reappoint Deloitte as Auditors.

 




3.

To authorise the Directors to fix the remuneration of the Auditors for the year ending 30 September 2016

 




4.

 

To review the Company's Affairs





Special Resolution

 

FOR

ABSTAIN

AGAINST


To adopt the Articles as amended in accordance with Appendix 1 in substitution for current Articles, subject to the incorporation of any amendments that may be requested by Central Bank of Ireland as may be approved by any one Director for and on behalf of the Company.

 

 



 

 



 

Notes

 

1.         You may appoint a proxy of your own choice by inserting the name of the person appointed as proxies (who need not be shareholder) in the space provided.

 

2.         Please insert your name(s) and address in BOLD TYPE and sign and date the form.

 

3.         Indicate by placing a cross in the appropriate box how you wish your votes to be cast or whether you wish to abstain in respect of each resolution. If no mark is made, your proxy may vote or abstain at his/her discretion. On any other business not specified in the Notice of Meeting and arising at the Meeting, the proxy will act at his or her discretion.

 

4.         If the appointer is a corporation, this form must be under the common seal or under the hand of some officer, attorney or other person authorised in writing.

 

5.         In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. In the event of more than one joint holder tendering votes, the vote of the shareholder whose name first appears in the register of members will be accepted to the exclusion of all others.

 

6.         To be valid, this form (and, if applicable, any power of attorney or other authority under which it is signed or a notarially certified copy thereof) must be completed and deposited at the registered office at 25/28 North Wall Quay, Dublin 1, Ireland before the time fixed for holding the meeting by post or by fax at +353 (0) 1 649 2649 for the attention of Jacquie Verner.

 

7.         If any amendments are made they should be initialled.

 

8.         Completion and return of this form of proxy will not prevent you from attending and voting in person at the meeting if you so wish.

 

 

 



 

APPENDIX 1

 

Amendments to the Articles

 

Blackline Extract

 

 

Please find enclosed the Articles of Association of TT International Funds plc highlighting the amendments thereto.

 

Legend

Text which has been inserted

 

Text which has been deleted

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ISEAKPDNFBKKDCD