Source - RNS
RNS Number : 4064H
GemCap Investment Fds (Ireland) Plc
07 June 2017
 

 

__________________________________________________________________________________

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.

 

 

 

 

 

 

 

 

 

 

 

GemCap Investment Funds (Ireland) Public Limited Company

(the "Company")

 

(Registered in Ireland as an open-ended variable capital umbrella investment company with limited liability and segregated liability between sub-funds)

 

2017 Annual General Meeting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6 June 2017

 

 

 

 

_________________________________________________________________________________

 

If you have sold or transferred your shares in the Company please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

_________________________________________________________________________________



GemCap Investment Funds (Ireland) Public Limited Company

 

6 June 2017

Dear Shareholder

 

Annual General Meeting

 

We are writing to inform you that the directors of the Company (the "Directors") have resolved to convene an Annual General Meeting of the Company (the "AGM") to be held on Friday, 21st July 2017 at 10.00 a.m. at the registered office of the Company, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland.

 

Ordinary Business

 

At the AGM, the Directors are proposing the following items of ordinary business in order to comply with Irish Companies Act 2014 requirements: 

 1         To receive and consider the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016 and the Report of the Auditors thereon.

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

3          To authorise the directors to fix the remuneration of the auditors.

4          Having considered the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016, to review the Company's affairs.

 

Special Business to be passed by way of special resolutions - 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 to adopt an item 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 I, 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 the main changes to the Articles is as follows:

 

i.    The Company proposes to amend Article 33 to clarify the quorum requirements when holding a general meeting that, in respect of the situation where there are not sufficient directors capable of acting to form a quorum, the reference to such directors does not refer to directors' being physical present in Ireland at the time of the general meeting. This change has been proposed to afford the Company greater flexibility to carry out the business of the Company.

ii.    The Company proposes to amend Article 76.1 to remove the requirement that the majority of director's present at a directors' meeting must be Irish resident for Irish tax purposes. This change has been proposed to afford the Company greater flexibility to carry out the business of the Company.

iii.   The Company proposes to amend Article 78 to remove the requirement that a director or alternate director participating in a meeting of the directors or any committee of the directors must be physically present in Ireland.  This change has been proposed to afford the Company greater flexibility to carry out the business of the Company.

iv.   The Company proposes to amend Article 81 to remove the requirement that any resolution or other document in writing signed by a director shall be valid if, inter alia, the relevant director is physically present in Ireland at the time of signing such resolution or document. This change has been proposed to afford the Company greater flexibility to carry out the business of the Company.

v.   The Company proposes to amend Article 93.4 to reflect the Central Bank of Ireland's requirement to publish annual accounts rather than to send them to shareholders. A hard copy will still be available to shareholders on request.

vi.   The Company proposes to amend Article 93.6 to reflect the Central Bank of Ireland's requirement to publish semi-annual accounts rather than to send them to shareholders. A hard copy will still be available to shareholders on request.

 

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

 

Shareholder Approval

 

The proposed changes to the Articles described above may not be made without the approval of a special resolution of shareholders of the Company, meaning that it will not 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 in the AGM.  If the resolution is passed by the requisite majority, it will be binding on all shareholders of the Company irrespective of how (or whether) they voted.

 

Quorum

 

The quorum for the AGM is two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporate member. 

 

If a quorum is not present within half an hour from the time appointed for the relevant extraordinary general meeting, or if during the relevant extraordinary general meeting 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 and such other time and place as the Directors may determine. If at the relevant adjourned extraordinary general meeting the quorum is not present within half an hour from the time appointed for holding the meeting, one person entitled to be counted in a quorum present at the relevant general meeting shall be a quorum.

 

Proxy Form

 

A proxy form to enable you to vote at the AGM is enclosed with this circular.  Please read the notes printed on the form which will assist you in completing and returning the form.  To be valid, your form of proxy must be received by the Company before the time fixed for the holding of the AGM or the adjourned AGM.  You may attend and vote at the relevant meeting even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.

 

Articles

 

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, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland.

 

Recommendation

 

The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend that you vote in favour of the resolutions at the AGM.

 

We thank you for your continuing support of the Company.

 

Yours faithfully

 

 

______________________

Director

for and on behalf of      

GEMCAP INVESTMENT FUNDS (IRELAND) PLC



 

GEMCAP INVESTMENT FUNDS (IRELAND) PUBLIC LIMITED COMPANY

NOTICE OF THE 2017 ANNUAL GENERAL MEETING

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.

 

 

NOTICE is hereby given that the 2017 Annual General Meeting of GemCap Investment Funds (Ireland) plc (the "Company") will be held at the registered office of the Company, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland on Friday, the 21st day of July, 2017 at 10.00 a.m. for the purposes of transacting the following business:

 

Ordinary Business

 

1.       To receive and consider the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016 and the Report of the Auditors thereon.

 

2.       To re-appoint Deloitte as auditors of the Company.

 

3.       To authorise the Directors to fix the remuneration of the Auditors.

 

4.       Having considered the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016, to review the Company's affairs.

 

Special Business to be passed by way of special resolution

 

5.      To adopt as the Company's Articles, the Articles with the amendments set out in Appendix I to the Circular to Shareholders dated 6th June 2017, subject to any further amendments that the Central Bank of Ireland or the Irish Stock Exchange may request, and as may be approved by any one director for and on behalf of the Company.

 

 

By order of the Board

 

 

 

_____________________________________

CHARTERED CORPORATE SERVICES

SECRETARY

 

Dated this the 6th day of June, 2017

 

1.          Shareholders are entitled to attend and vote at the Annual General Meeting of the Company.  A shareholder may appoint a proxy or proxies to attend, speak and vote on his/her behalf.  A proxy need not be a shareholder of the Company.

 

2.          A Form of Proxy is enclosed for use by Shareholders unable to attend the meeting.  Proxies must be sent to the Company Secretary of the Company, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland.  Shareholders may send their proxies by fax to +353 (0) 1 906 2201 provided the original signed form is sent immediately by post to the above mentioned address.  To be valid, proxies and any powers of attorney under which they are signed must be received by the Company Secretary before the time fixed for the holding of the meeting. 

 

3.          The Company specifies that only those members registered in the Register of Members of the Company at 6.00 p.m. on 19 July 2017 or, if the AGM is adjourned, at 6.00 p.m. on the day that is two days prior to the adjourned meeting (the "record date"), shall be entitled to attend, speak, ask questions and vote at the AGM, or if relevant, any adjournment thereof and may only vote in respect of the number of shares registered in their name at that time.  Changes to the Register of Members after the record date shall be disregarded in determining the right of any person to attend and/or vote at the AGM or any adjournment thereof.



GEMCAP INVESTMENT FUNDS (IRELAND) PUBLIC LIMITED COMPANY

 

FORM OF PROXY

 

*I/We _______________________________________________________________________

 

of __________________________________________________________________________

 

being a Shareholder of the above named Company hereby appoint

 

________________________________ or  failing *him/her, the Chairman of the meeting or failing him any one director of the Company or failing one of them Mr. Ross Burns or Ms. Caroline McGonagle, both of Chartered Corporate Services, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland as *my/our proxy to act as Chairman of the AGM and to vote for *me/us and on *my/our behalf at the Annual General Meeting of the Company to be held at the registered office of the Company, 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland on Friday, the 21st July, 2017 at 10.00 a.m. and at any adjournment thereof.

 

Please indicate with an "X" in the space below how you wish your votes to be cast in respect of each Resolution.  If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion.

 

RESOLUTIONS

FOR

AGAINST

ABSTAIN


Ordinary Business




1.

To receive and consider the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016 and the Report of the Auditors thereon.




2.

To re-appoint Deloitte as auditors of the Company.




3.

To authorise the Directors to fix the remuneration of the Auditors.




4.

Having considered the Directors' Report and the Financial Statements of the Company for the year ending 31 December 2016, to review the Company's affairs.

 

 

 


Special Business

 

 

 


By way of special business, to consider and (if thought fit) pass the following special resolution:

 

 

 

5.

To adopt as the Company's Articles, the Articles with the amendments set out in Appendix I to the Circular to Shareholders dated 6th June 2017, subject to any further amendments that the Central Bank of Ireland or the Irish Stock Exchange may request, and as may be approved by any one director for and on behalf of the Company.

 

 

 

 

 

Dated this the                    day of                                              , 2017

 

 

________________________

Signed / For and on behalf of

 

 

PLEASE PRINT YOUR NAME OR THE NAME OF THE CORPORATION YOU ARE EXECUTING THIS FORM ON BEHALF OF AND YOUR ADDRESS UNDERNEATH

 

__________________________ (Print Name)

 

__________________________ (Print address)

 

__________________________

 

*Delete as appropriate



Notes:       

(a)        If the shareholder is a corporation, the Form of Proxy should be completed either under seal or under the hand of an officer or attorney duly authorised.

(b)        A shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.

(c)        If you desire to appoint a proxy other than the Chairman of the meeting, a director of the Company, Mr. Ross Burns or Ms. Caroline McGonagle (both representatives of the Company Secretary) then please insert his/her name and address in the space provided.

(d)        The Form of Proxy must:-

                                (i)              in the case of an individual shareholder be signed by the shareholder or his attorney; and

                                (ii)             in the case of a corporate shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate shareholder.

(e)        In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

(f)         To be valid, the Form of Proxy and any powers of attorney under which they are signed must be received by the Company Secretary at 4th Floor, 76 Lower Baggot Street, Dublin 2, Ireland before the time appointed for the holding of the meeting.  Shareholders may send their Form of Proxy by fax to +353 (0) 1 906 2201 provided the original signed form is sent immediately by post to the above mentioned address. 

(g)        A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

 



 

APPENDIX I

 

Summary of the Amendments to the Articles

 

 

Blackline Extract

 

Please find below the relevant extract from the Articles of Association of GemCap Investment Funds (Ireland) plc highlighting the amendments thereto. 

 

 Legend

 

Text which has been deleted

 

Text which has been inserted

 

Amendment to Article 33

 

33. Convening general meetings

 

The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies Act. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Holders may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

 

Amendment to Article 76.1

 

76. Quorum for Directors' meetings

 

76.1. The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two and in all instances the majority of Directors present must be an Irish Resident for Irish tax purposes. A person who holds office only as an alternate Director shall, if his appointer is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director he shall not count as more than one for the purposes of determining whether a quorum is present.

 

Amendment to Article 78

 

78. Telecommunication meetings

 

Any Director or alternate Director may participate in a meeting of the Directors or any committee established by the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak (an Electronic Meeting), so long as such Director or alternate Director is physically present in the State. Such participation in a meeting shall constitute presence in person at the meeting and shall be counted for the purposes of determining whether a quorum is present at the meeting.

 

Amendment to Article 81

 

81. Directors' resolutions or other documents in writing

 

A resolution or other document in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee established by the Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee established by the Directors duly convened and held so long as each Director is physically present in the State at the time of signing the resolution or other document in writing. Such resolution or other document may consist of several documents in the like form each signed by one or more Directors or by one or more persons (which may include Directors) being the members of the committee established by the Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors or the members of the committee as the case may be shall otherwise determine either generally or in any specific case) by facsimile transmission or some other similar means of transmitting the contents of documents. A resolution or other documents signed by an alternate Director need not also be signed by his appointor and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity.

 

 

Amendment to Article 93.4

 

93. Accounts

 

93.4 A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors' report and Auditors' report shall be sent, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Companies Act to receive them PROVIDED THAT this Article shall not require a copy of these documents to be sent to more than one of the joint Holders of any shares Copies of the annual accounts and reports thereto shall be made available and/or sent to all Holders in accordance with the requirements of the Competent Authority and the Company Act;

 

Amendment to Article 93.6

 

93. Accounts

 

93.6 Copies of the half yearly report shall be sent to Holders published not later than two months from the end of the period to which it relates.

 

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
 
 
ISEGMGGVLNNGNZG