Petroceltic (LSE:PCI)
Historical Stock Chart

From Apr 2019 to Apr 2024

TIDMPCI

RNS Number : 5231R

Petroceltic International PLC

29 June 2015

Dublin

29 June 2015

Petroceltic International Plc

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Petroceltic International plc (the "Company") will be held at the Royal College of Physicians of Ireland, No. 6 Kildare Street, Dublin 2, Ireland on 24 July 2015 at 2.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 to 7 will be proposed as ordinary resolutions and Resolutions 8 to 10 will be proposed as special resolutions:

ORDINARY BUSINESS

1. To receive and consider the report of the directors of the Company (the "Directors") and the financial statements for the year ended 31 December 2014.

2. To appoint Tom Hickey as a Director, who was appointed to the board of Directors by the Directors pursuant to Article 83(b) of the Articles of Association of the Company.

   3.         To re-appoint Robert Adair as a Director of the Company. 
   4.         To re-appoint Alan Parsley as a Director of the Company. 
   5.         To re-appoint Ian Craig as a Director of the Company. 
   6.         To authorise the Directors to fix the remuneration of the auditors of the Company. 

SPECIAL BUSINESS

   7.         As an Ordinary Resolution 

THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 1021 of the Companies Act 2014 (the "2014 Act"), in substitution for all existing such authorities, to exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the 2014 Act) up to an aggregate nominal amount of EUR22,301,489.69 during the period commencing on the date of the passing of this Resolution and expiring on the earlier of the conclusion of the annual general meeting of the Company in 2016 and close of business on 24 October 2016, provided 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 offer or agreement as if the authority hereby conferred had not expired.

   8.         As a Special Resolution 

THAT the Directors of the Company be and they are hereby empowered pursuant to Section 1023 of the Companies Act 2014 (the "2014 Act"), in substitution for all existing such authorities, to allot equity securities (within the meaning of Section 1022 of the 2014 Act) for cash pursuant to the authority conferred by Resolution 7 above as if sub-section (1) of Section 1022 of the 2014 Act did not apply to any such allotment, provided that this power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue, open offer or other invitation to or in favour of the holders of ordinary shares in the Company where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the numbers of ordinary shares in the Company held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or otherwise howsoever); and

(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of EUR3,345,223.45,

and shall expire at the earlier of the conclusion of the annual general meeting of the Company in 2016 and close of business on 24 October 2016, provided that the Company may 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 offer or agreement as if the power hereby conferred had not expired.

   9.         As a Special Resolution 

THAT:

(a) the words "to be" in Clause 2 of the Memorandum of Association be removed and the words "registered for the purposes of Part 17 of the Companies Act 2014" be inserted at the end of the Clause; and

(b) the word "situtate" in Clause 6 of the Memorandum of Association be deleted and replaced with the word "situate"; and

(c) the words "the Memorandum and Articles of Association" in Clause 18 of the Memorandum of Association be deleted and replaced with the words "to the constitution".

   10.        As a Special Resolution 

THAT the Articles of Association produced to the meeting (a copy of which regulations are marked "X" for identification), be adopted in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

By order of the Board

Alasdair Robinson

Company Secretary

Registered Office:

5(th) floor

3 Grand Canal Plaza

Grand Canal Street Upper

Dublin 4

Ireland

Dated: 29 June 2015

NOTES:

1. The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended), specifies that only those persons entered on the register of members of the Company as at 6.00 p.m. on 22 July 2015 (or if the Annual General Meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned Annual General Meeting) will be entitled to attend and vote at the Annual General Meeting or any adjournment thereof in respect of the number of shares registered in their names at the relevant time. Changes to entries in the register of members after that time will be disregarded in determining the right of any person to attend and / or vote at the meeting.

2. A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the Annual General Meeting, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. Members may appoint a proxy using the enclosed white form of proxy, the CREST electronic proxy appointment service (described below) or the Registrars' online proxy appointment service (also described below).

3. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting.

4. To be valid, an appointment of proxy must be returned using one of the following methods:

(i) by sending the Form of Proxy, duly completed and signed, together with any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practicing in Ireland, by post to the Registrars, to Computershare Investor Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18, Ireland or (during normal business hours) by hand to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland;

(ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service; or

(iii) by utilising the Registrars' online proxy appointment service at www.eproxyappointment.com,

and in each case the appointment of proxy (together with any relevant power or authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by the Registrars not later than 48 hours before the time appointed for holding the meeting. If two or more valid but differing proxy appointments are received in respect of the same ordinary share, the one which is last received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the others as regards that ordinary share and, if the Company is unable to determine which was last deposited, none of them shall be treated as valid in respect of that ordinary share.

5. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. 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 appropriate action on their behalf.

6. 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 and Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by the Registrars, Computershare Investor Services (Ireland) Limited, as issuer's agent (CREST Participant 3RA50), by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. 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.

7. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended).

9. To appoint a proxy electronically log onto the website of the Registrars, Computershare Investor Services (Ireland) Limited: www.eproxyappointment.com. Full details of the procedures are set out on the Form of Proxy.

10. The Company has included on the Form of Proxy a 'Vote Withheld' option in order for members to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the particular resolution.

EXPLANATION OF RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING:

The special resolutions set out in the notice of Annual General Meeting requires the approval of shareholders, representing not less than three-fourths (75%) of the votes cast by the shareholders, present and voting either in person or by proxy. The ordinary resolutions set out in the notice of Annual General Meeting each require a simple majority of the votes cast by shareholders voting in person or by proxy in order to be passed.

As ordinary business:

Resolution 1: Financial statements (as an ordinary resolution)

The Directors will present the report of the Directors and the audited financial statements of the Company for the year ended 31 December 2014 to the Annual General Meeting.

Resolutions 2 to 5: Re-election of Directors (each as a separate ordinary resolution)

Tom Hickey, who was co-opted to the Board of the Company on 23 March 2015, will retire, in accordance with Article 83(b) of the Company's Articles of Association, and will offer himself for election at the Annual General Meeting.

The Board of the Company has resolved that all of the Directors save for those Directors elected or re-elected at the Company's EGM held in February 2015, being Neeve Billis, Nicholas Gay and Brian O'Cathain, will retire at the Annual General Meeting and submit themselves for re-election by the shareholders.

Robert Adair, Alan Parsley and In Craig who are retiring in accordance with the resolution of the Board referred to in the preceding paragraph and, being eligible, have offered themselves for re-election.

Resolution 6: Auditors' remuneration (as an ordinary resolution)

The Directors are seeking to renew their authority to fix the remuneration of the Company's auditors for the year ending 31 December 2015.

As special business:

Resolution 7: Allotment of shares (as an ordinary resolution)

Shareholders are being asked to renew, until the Company's annual general meeting in 2016, the annual authority of the directors to allot the unissued share capital of the Company up to an aggregate nominal amount of EUR22,301,489.69 (which is equal to approximately one third of the aggregate nominal value of the Company's issued ordinary share capital at the date of this document). The Directors will exercise this authority only if they consider this to be in the best interests of shareholders generally at that time.

Resolution 8: Dis-application of pre-emption rights (as a special resolution)

In addition, shareholders are being asked to renew, until the Company's annual general meeting in 2016, the power of the Directors to dis-apply the statutory pre-emption provisions applying to issues of ordinary shares for cash in the event of a rights issue and for any other issue for cash up to an aggregate nominal amount of EUR3,345,223.45 (which is equal to approximately 5% of the aggregate nominal value of the Company's issued ordinary share capital at the date of this document). The Directors will exercise this power only if they consider this to be in the best interests of shareholders generally at that time.

Resolutions 9 and 10: Amendment to the Memorandum of Association and adoption of New Articles of Association (each as a separate special resolution)

Resolutions 9 and 10, which are both special resolutions, are being proposed in response to the enactment of the Companies Act 2014. Substantially all of the provisions of the Irish Companies Act 2014 became effective on 1 June 2015. The purpose of these resolutions is to amend the Memorandum of Association and adopt revised Articles of Association of the Company to take account of the comprehensive consolidation with amendments, of company law in Ireland effected by the Companies Act 2014 and to make some consequential and "housekeeping" changes.

Documents available for inspection

A copy of the Memorandum of Association together with the Articles of Association, showing the changes proposed by Resolutions 9 and 10, and an explanatory note detailing these amendments, will be available on the Company's website (www.petroceltic.com) and will also be available for inspection at the registered office of the Company during business hours on any business day up to and including the date of the Annual General Meeting as well as being available at the Annual General Meeting on 24 July 2015.

Ends

For further information, please contact:

Alasdair Robinson, Company Secretary, +44 131 221 3360

This information is provided by RNS

The company news service from the London Stock Exchange

END

NOAEAAKNAEKSEFF