TIDMBSFA
RNS Number : 2201U
BSF Enterprise PLC
31 March 2021
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
. If you are in any doubt as to
what action you should take, you are recommended to seek your
own financial advice from your stockbroker or other independent
adviser authorised under the Financial Services and Markets Act
2000. If you have sold or transferred all of your shares in BSF
Enterprise Plc, please forward this document, together with the
accompanying documents, as soon as possible either to the purchaser
or transferee or to the person who arranged the sale or transfer so
they can pass these documents to the person who now holds the
shares.
BSF ENTERPRISE PLC
(Registered in England & Wales with Company No.
11554014)
Directors Geoff Baker Min Registered Office
Yang C/O Locke Lord
(UK) LLP
2 March 2021 Second Floor 201
Bishopsgate
London EC2M
3AB United
Kingdom
Tel: +44 2032 834
590
Websit e:
www.bsfenterprise
.com
Dear Shareholder,
Notice of Annual General Meeting
Enclosed with this letter are the notice ("Notice") convening an
Annual General Meeting ("AGM") of BSF Enterprise Plc (the
"Company"), together with the Company's audited financial
statements and reports thereon for the financial period ended 30
September 2020.
The purpose of this letter is to provide you with a brief
summary and explanation of the resolutions proposed by the Company
at the AGM, which will be held at 11:30 am on 31 March 2021 at 45
Clay Farm Drive, Cambridge, CB2 9BX.
Resolutions 1 to 6 (inclusive) are proposed as Ordinary
Resolutions. This means that, in accordance with the requirements
of the Companies Act 2006 (the "Act"), for each of those
resolutions to be passed, more than half of the votes cast must be
in favour of the resolution.
Resolutions 7 and 8 are proposed as Special Resolutions. This
means that for each of those resolutions to be passed, at least
three-quarters of the votes cast must be in favour of the
resolution.
The Company proposes the following Ordinary Resolutions at the
AGM:
Resolution 1
Resolution 1 is to receive the Company's financial statements
and the report of the Board of Directors ("Directors") and auditors
for the financial period ended 30 September 2020. Shareholders will
have a reasonable opportunity at the AGM to ask questions and
comment on these reports and on the business of the Company.
Resolution 2
Resolution 2 is to approve the Director's Remuneration Report.
The vote is advisory in nature.
Resolution 3
Resolution 3 is to approve the Directors' Remuneration Policy,
which as is stated in the Director's Remuneration Report is that,
until an Acquisition is made, the Company will not have a separate
remuneration committee and the Board of Directors will instead
periodically review the quantum of Directors' fees.
1
Resolution 4
Resolution 4 is to re-appoint PKF Littlejohn LLP as auditors of
the Company to hold office from the conclusion of the AGM to the
conclusion of the next annual general meeting at which accounts are
laid before the Company at a remuneration level to be determined by
the Directors.
Resolution 5
Resolution 5 is to re-elect Geoff Baker and Min Yang as
Directors of the Company.
Resolution 6
The Directors may only allot shares or grant rights to subscribe
for, or convert any security into, shares if authorised to do so by
Shareholders. Resolution 6 proposes to authorise the Directors to
allot and issue shares in the Company or grant rights to subscribe
for or to convert any securities into shares in the Company up to
an aggregate nominal amount of GBP67,800, such authority to expire
at the next AGM or fifteen months after the passing of this
resolution, whichever date is the earlier. This amount represents
approximately one third of the Company's issued ordinary share
capital as at the date of this letter.
(Explanatory Note: as at the date of this letter, the Company's
issued ordinary share capital it is 20,340,002 Ordinary Shares. One
third of the Company's issued share capital is approximately
6,780,000 Ordinary Shares.)
The Company is also proposing the following Special Resolutions
at the AGM:
Resolution 7
The Act requires that any equity securities issued for cash
(other than pursuant to an employee share scheme), must first be
offered to existing shareholders pro rata to their holdings unless
approval is obtained by special resolution to disapply this
requirement. It is proposed that this approval also be renewed for
the same period as the authority under Resolution 6. Apart from
rights issues or any other pre-emptive offer concerning equity
securities, the Company is seeking disapplication of pre-emption
rights in connection with any equity securities to be allotted and
issued up to a nominal amount of ordinary shares equal to
GBP40,680. This amount represents approximately 20 per cent of the
Company's issued ordinary share capital as at the date of this
letter. Resolution 7 also seeks disapplication of pre-emptive
rights on a rights issue or other pre-emptive offer so as to allow
the Directors to make exclusions or such other arrangements as may
be appropriate to resolve legal or practical problems which, for
example, might arise with overseas shareholders or entitlements to
fractions.
(Explanatory Note: as of the date of this letter, the Company's
issued ordinary share capital is 20,340,002 Ordinary Shares. 20 per
cent of the Company's issued share capital is approximately
4,068,000 Ordinary Shares.)
Resolution 8
The Articles allow the Company to call general meetings other
than an annual general meeting on 14 clear days' notice without
obtaining Shareholder approval. The notice period required under
the Act for general meetings of the Company is 21 days. The Act
allows Shareholders to approve a shorter notice period, which
cannot be less than 14 clear days. Therefore, in order to preserve
its ability to call general meetings on 14 clear days' notice,
Resolution 8 seeks such Shareholder approval. It is intended that
the shorter notice period would not be used as a matter of routine
for such meetings but only where the flexibility is merited by the
business of the meeting and is thought to be in the interests of
Shareholders as a whole. If given, the approval will be effective
until the Company's next annual general meeting, when it is
intended that a similar resolution will be proposed.
Shareholder Voting
Only Shareholders registered as holding ordinary shares of the
Company at 11:30 am on 29 March 2021 shall be (or, if this meeting
is adjourned, in the register of members at close of business on
the day two days
2
prior to the adjourned meeting) entitled to attend the AGM and
vote on the resolutions proposed (unless otherwise entitled to do
so).
Due to the UK Government's recommendations in light of the
ongoing COVID-19 pandemic and public health risk, and to ensure
compulsory social distancing measures and hygiene precautions are
maintained, the Board has determined that the AGM will be convened
with the minimum quorum of shareholders present behind closed doors
in order to conduct the business of the meeting and there will not
be a business presentation or question and answer session. Anyone
seeking to attend the AGM in person may be refused entry. The
location address set out in the Notice of the AGM is given in order
to comply with legal requirements.
The results of the poll votes on the Resolution will be
announced, in the normal way, as soon as practicable after the
conclusion of the AGM.
Shareholders are requested to therefore submit their votes in
respect of the business to be discussed, electronically or by post
in advance, as set out in the Notice of Meeting. Votes should be
submitted via proxy as early as possible and Shareholders should
appoint the Chair of the meeting as their proxy. If a Shareholder
appoints someone else as their proxy, that proxy will not be able
to attend the meeting in person or cast the Shareholder's vote.
Shareholders may submit any questions via email to the Company
Secretary (geoffbaker@asfgroupltd.com). If the Company considers it
appropriate to adjust the arrangements for its AGM as a result of
further UK Government guidance, we will communicate this at the
earliest possible opportunity. Shareholders are advised to check
the Company website for the latest position.
Please complete, sign and return the Form of Proxy as soon as
possible (and, in any event, so as to be received not later than
11:30 am on 29 March 2021), in accordance with the instructions
printed on it.
Recommendation
Your Board is of the opinion that all the proposals to be
considered at the AGM are in the best interests of the Company and
its Shareholders as a whole and recommends that you vote in favour
of the Resolutions to be proposed at the AGM.
Action to be taken
If you do not intend to be present at the AGM, please complete,
sign and return the Form of Proxy as soon as possible (and, in any
event, so as to be received not later than 11.30 am on 29 March
2021), in accordance with the instructions printed on it.
Yours faithfully,
3
BSF ENTERPRISE PLC
(Incorporated in England & Wales with Company No.
11554014)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of BSF
Enterprise Plc (the "Company") will be held at 11:30 am on 31 March
2021 at 45 Clay Farm Drive, Cambridge, CB2 9BX for the following
purposes:
To consider and, if thought fit, pass Resolutions 1 to 6 which
will be proposed as Ordinary Resolutions, and Resolutions 7 and 8
which will be proposed as Special Resolutions:
Ordinary Resolutions
1. To receive the Company's financial statements and the report
of the board of directors ("Directors") and auditors for the
financial period ended 30 September 2020.
2. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) for the financial period ended 30
September 2020.
3. To approve the Directors' Remuneration Policy, as set out in
the Directors' Remuneration Report for the financial period ended
30 September 2020.
4. To re-appoint PKF Littlejohn LLP as auditors of the Company
to hold office from the conclusion of the meeting to the conclusion
of the next meeting at which accounts are laid before the Company
at a remuneration to be determined by the Directors.
5. To re-elect Geoff Baker and Min Yang as Directors of the Company.
6. 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 GBP67,800 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. This resolution revokes
and replaces all unexercised authorities previously granted to the
Directors to allot shares or grant rights for or to convert any
securities into shares but without prejudice to any allotment of
shares or grant of rights already made, offered or agreed to be
made pursuant to such authorities.
Special Resolutions
7. That subject to, and conditional on, the passing of
Resolution 6, the Directors be empowered pursuant to section 570 of
the Act to allot equity securities (within the meaning of section
560 of the Act) for cash pursuant to the authority given by
Resolution 6 as if section 561(1) of the Act did not apply to any
such allotment provided that this power shall be limited to:
(a) the allotment of equity securities 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 subparagraph (a)
above) of equity securities up to an aggregate nominal amount of
GBP40,680.
and this authority shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, fifteen
months from the date of passing this resolution save that the
Company may
4
before such expiry make an offer or agreement which would or
might require equity securities to be allotted 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.
8. That, subject to the Articles of Association of the Company
as in force from time to time, a general meeting other than an
annual general meeting may be called on not less than 14 clear
days' notice.
BY ORDER OF THE BOARD OF DIRECTORS
Geoff Baker
Company Secretary
4 March 2021
Notes:
The below notes include the normal proxy guidance for a General
Meeting and rights to attend which are required to be included to
comply with company law requirements. However, in light of the COVID-19
virus situation, Shareholders and
their proxies or corporate representatives may not be allowed to
attend the meeting. We strongly recommend that you appoint the chairman
of the General Meeting as your proxy.
Notes:
Entitlement to attend and vote
1. The right to attend and vote at the meeting is determined by
reference to the Company's register of members. Only a member
entered in the register of members at 11.30 am on 29 March 2021
(or, if this meeting is adjourned, in the register of members at
close of business on the day two days prior to the adjourned
meeting) is entitled to attend and vote at the meeting and a member
may vote in respect of the number of Ordinary Shares registered in
the member's name at that time. Changes to the entries in the
register of members after that time shall be disregarded in
determining the rights of any person to attend and vote at the
meeting.
Proxies
2. As a member of the Company, you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote at a general meeting of the Company and you should have
received a proxy form with this notice of meeting. You can only
appoint a proxy using the procedures set out in these notes and the
notes set out in the proxy form.
3. An appointment of a proxy does not preclude you from
attending the meeting and voting in person. If you have appointed a
proxy and attend the meeting in person, your proxy appointment will
automatically be terminated.
4. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. To appoint as your proxy a
person other than the Chairman of the meeting, insert their full
name in the space provided in the proxy form. If you sign and
return the proxy form with no name inserted in the box, the
Chairman of the meeting will be deemed to be your proxy. Where you
appoint as your proxy someone other than the Chairman, you are
responsible for ensuring that they attend the meeting and are aware
of your voting intentions. If you wish your proxy to make any
comments on your behalf, you will need to appoint someone other
than the Chairman and give them the relevant instructions
directly.
5. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, you will need to
complete a separate proxy form in relation to each appointment.
Additional proxy forms may be obtained by contacting the Company's
registrar at Share Registrars Limited, The Courtyard, 17 West
Street, Farnham, Surrey, GU9 7DR; Tel. 01252 821390.
6. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
7. Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
8. To be valid for the meeting, a form of proxy should be
completed, signed, and lodged (together with any power of authority
or any other authority under which it is signed or a duly certified
copy of such power of authority) with the Company's registrar:
5
-- by email to voting@shareregistrars.uk.com; or
-- by post to Share Registrars Limited The Courtyard, 17 West
Street, Farnham, Surrey, GU9 7DR,
no later than 11.30 am on 29 March 2021
9. To direct your proxy on how to vote on the resolutions mark
the appropriate box on the proxy form with an 'X' To abstain from
voting on a resolution, mark the box "vote withheld". A "vote
withheld" is not a vote in law which means that the vote will not
be counted in the calculation of votes "for" and "against" the
resolution. Marking "Discretionary", or failing to mark any box
against a resolution, will mean your proxy can vote as he or she
wishes or can decide not to vote at all.
10. The Chairman of the meeting shall act as a proxy unless
another proxy is desired, in which case, insert full name of your
proxy in the space provided in the proxy form. A proxy will act in
his/her discretion in relation to any business, other than that
above, at the meeting (including any resolution to amend a
resolution or to adjourn the meeting).
11. In the case of a corporation, the proxy form must be
executed under its common seal or signed on its behalf by an
attorney or officer of the corporation.
12. In the case of joint holders, the vote of the senior holder
shall be accepted to the exclusion of the votes of other joint
holders. For this purpose, seniority shall be determined by the
order in which the names of such holders stand in the register of
members in respect of the joint holding.
13. To appoint one or more proxies or to give an instruction to
a proxy (whether previously appointed or otherwise) via the CREST
system, CREST messages must be received by the issuer's agent (ID
number 7RA36) not later than 48 hours before the time appointed for
holding the meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp generated by
the CREST system) from which an issuer's agent is able to retrieve
the message. The Company may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
Corporate representatives
14. A corporation that is a member can appoint one or more
corporate representatives who may exercise, on its behalf, all its
powers as a member provided that no more than one corporate
representative exercises powers over the same share.
Nominated persons
15. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to enjoy
information rights (a "Nominated Person") may have a right under an
agreement between him and the shareholder by whom he was nominated,
to be appointed (or to have someone else appointed) as a proxy for
the meeting. If a Nominated Person has no such proxy appointment
right or does not wish to exercise it, he may, under any such
agreement, have a right to give instructions to the member as to
the exercise of voting rights.
16. The statement of the rights of members in relation to the
appointment of proxies as stated above does not apply to Nominated
Persons. The rights described in that paragraph can only be
exercised by members of the Company.
Issued Share Capital and Total Voting Rights
17. As at 3 March 2021, which is the latest practicable date
prior to the publication of this notice, the Company's issued share
capital comprised 20,340,002 ordinary shares of GBP0.01 each. Each
ordinary share carries the right to one vote at a general meeting
of the Company. The Company does not hold any shares in the
treasury. Therefore, the total number of voting rights in the
Company as of 3 March 2021 is 20,340,002.
18. The Company's website will include information on the number
of shares and voting rights.
Members' requests under Section 527 of the Companies Act
2006
19. Under section 527 of the Companies Act, 2006 members meeting
the threshold requirements set out in that section have the right
to require the Company to publish a statement on a website setting
out any matter relating to: (i) the audit of the Company's accounts
(including the auditor's report and the conduct of the audit) that
are to be laid before the annual general meeting; or (ii) any
circumstance connected with an auditor of the Company ceasing to
hold the office since the last annual general meeting. The Company
may require the members requesting any such website publication to
pay its expenses in complying with sections 527 or 528 of the
Companies Act 2006. Where the Company is required to place a
statement on a website under section 527 of the Companies Act 2006,
it must forward the statement to the Company's auditors not later
than the time when it makes the statement available on the website.
The business which may be dealt with at the meeting includes any
statement that the Company has
6
been required under section 527 of the Companies Act 2006 to
publish on a website.
Members' rights to ask questions
20. Any member attending the meeting has the right to ask
questions. The Company must cause to be answered any such question
relating to the business being dealt with at the meeting but no
such answer need be given if: (i) to do so would interfere unduly
with the preparation for the meeting or involve the disclosure of
confidential information;
(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 is answered.
Website
21. A copy of this notice and other information required by
section 311A of the Companies Act 2006, can be found at
www.bsfenterprise.com.
Voting results
22. The results of the voting at the General Meeting will be
announced through a regulatory information service and will appear
on the Company's website, www.bsfenterprise.com as soon as is
practicable.
Communications with the Company
23. You may not use any electronic address provided either in
this notice or any related document (including the form of proxy)
to communicate with the Company for any purposes other than those
expressly stated.
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END
NOAUAORRARUOOUR
(END) Dow Jones Newswires
April 01, 2021 02:00 ET (06:00 GMT)
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