TIDMAFN
RNS Number : 1633H
ADVFN PLC
04 April 2022
4 April 2022
For immediate release
ADVFN PLC
(" ADVFN " or the "Company")
Notice of General Meeting
Further to the announcement made by the Company on 28 March
2022, the Board of ADVFN announces that it is publishing today a
circular to shareholders ("Notice") containing a notice of general
meeting of ADVFN ("General Meeting") which has been requisitioned
pursuant to Section 303 of the Companies Act 2006. The General
Meeting will be held at Conference Room, Essex Technology Centre,
The Gables, Fyfield Road, Ongar, Essex, CM5 0GA at 11.30 a.m. on
Friday 29 April 2022 for the purposes of considering and, if
thought fit, passing the following resolutions which will be
proposed as Ordinary Resolutions:
1. Anthony Wollenberg is appointed a director of the Company.
2. Amit Tauman is appointed a director of the Company.
3. Lord David Gold is appointed a director of the Company.
A copy of the Notice will be available from the Company's
website at www.advfnplc.com
Background to the General Meeting
The Meeting is being convened pursuant to a letter received from
Mr Yair Tauman on 26 January 2022 in which Mr Yair Tauman requested
that ADVFN convene a general meeting under section 303 of the
Companies Act, to consider the proposals that Mr Chambers be
removed from his office as a director of ADVFN and Messrs Anthony
Wollenberg, Amit Tauman and Lord David Gold be appointed as
directors of the Company. On 14 February 2022, the Board announced
that ADVFN had requested information from Mr Yair Tauman in respect
of the individuals proposed by him as directors of ADVFN.
On 24 February 2022, the Board announced that it had decided
that the continuing uncertainty regarding the Board composition was
not in the best interests of ADVFN or its shareholders, employees
or other stakeholders. Accordingly, the Board and Clem Chambers
agreed that Clem Chambers would step down as Chief Executive of
ADVFN and resign all his group directorships with effect from 28
February 2022. Jon Mullins, an existing director of the Company,
was appointed as Chief Executive with effect from 28 February
2022.
Proposed Directors
The Board requested information from Mr Yair Tauman in respect
of the individuals proposed by him as directors of the Company, and
the information required to be published in accordance with
Schedule Two (g) of the AIM Rules for Companies in respect of the
proposed directors is set out in the Appendix to this announcement
and in Part 3 of the Notice.
General Meeting
The General Meeting will be held at Conference Room, Essex
Technology Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA
at 11.30 a.m. on Friday 29 April 2022. The latest time and date for
receipt of Forms of Proxy is 11.30 a.m. on Wednesday 27 April 2022
and Shareholders are strongly advised to submit a Form of
Proxy.
The chair of the General Meeting will direct that all votes on
the resolutions at the General Meeting will be taken by way of a
poll. On a vote by poll, every Shareholder has one vote for every
Ordinary Share held.
At present, it is possible under guidelines to allow
Shareholders to attend the General Meeting and Shareholders can
attend and vote at the General Meeting within safety constraints
and in accordance with Government guidelines. Given the constantly
evolving nature of the COVID-19 situation, should circumstances
change before the time of the General Meeting, the Company wants to
ensure that it is able to adapt arrangements, within safety
constraints and in accordance with Government guidelines. Should
the Company have to change arrangements, it will make a further
announcement and as such, the Board strongly recommend that
shareholders monitor the Company's announcements, which can also be
found on its website at www.advfnplc.com
The Notice contains a letter from the Chairman of ADVFN. In
addition, the Notice contains a statement by Mr Tauman and which
has been included in the Notice in accordance with Section 314 of
the Companies Act ("Statement"). Shareholders should note that the
Statement is the sole responsibility of Mr Tauman. The matters and
information in the Statement have not therefore been independently
verified and neither the Directors, the Company nor any advisers
thereto accept any responsibility for any of the information
contained in the Statement. Accordingly, Shareholders are advised
to take their own independent advice in taking such matters into
account in determining how to vote on the resolutions at the
General Meeting.
Enquiries:
For further information please contact:
ADVFN PLC
Jonathan Mullins +44 (0) 203 8794 460
Beaumont Cornish Limited (Nominated
Adviser)
www.beaumontcornish.com
Roland Cornish/Michael Cornish +44 (0) 207 628 3396
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the matters
referred to in this announcement and its responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any Director or to any other person.
Furthermore, Beaumont Cornish Limited is acting exclusively for the
Company and for no one else in relation to the matters described in
this announcement and is not advising any other person and
accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Beaumont Cornish Limited, or for providing advice in relation to
the contents of this document or any matter referred to in it.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018. The person who arranged for the release of this announcement
on behalf of the Company was Michael Hodges, Director.
A copy of this announcement and the Notice will be available on the Group's website:
www.advfnplc.com
APPIX
INFORMATION ON THE PROPOSED DIRECTORS
The following information has been extracted from Part 3 of the
Notice without material amendment or adjustment.
Mr Anthony Wollenberg
Anthony Wollenberg is an independent freelance solicitor
(regulated by the SRA) specialising in securities, derivatives,
gaming and the prosecution of fraud. During a long and
distinguished legal career of over 45 years, Mr Wollenberg has held
a number of senior roles at firms including Dentons, Salans and
Rakisons (which he founded and which merged with Steptoe &
Johnson). He has also acted as an arbitrator at the London Court of
International Arbitration. In addition to his role as a solicitor,
Mr Wollenberg has a significant corporate profile as a shareholder
and director (and often founder and chairman) of a number of
companies (one fully listed), predominantly within the
betting/gaming industry. Of particular note, he is a founder
shareholder and UK director of eToro, a major investment platform
which is currently the subject of a US$8bn+ Nasdaq listing. eToro
is regulated by the FCA and Mr Wollenberg is also regulated by the
UK Gambling Commission.
Mr Amit Tauman
Amit Tauman (born in 1991) is an expert in artificial
intelligence, reinforcement learning, algorithms and blockchain
technology (applied to non-fungible tokens). He undertook a B.Sc.
degree in mathematics and economics at Tel Aviv University,
graduating in 2018 with distinction, following which he obtained an
M.Sc. degree in mathematics and computer science (also with
distinction) from the Weizmann Institute of Technology in Israel,
with a particular emphasis on artificial intelligence. Mr Tauman
was previously a research analyst focusing on biological
computation and machine learning, and he is currently involved in
building complex trading models using deep reinforcement learning
and cutting-edge algorithms for automated stock trading.
Lord David Gold
Lord Gold is an English solicitor (admitted in 1975); a member
of the House of Lords (since February 2011); Principal of David
Gold & Associates (established in 2010) and Director of Gold
Collins Associates (established in 2018); Chairman of the
investment committee of Balance Legal Capital, a litigation funder
(since its inception in 2015); and Chairman of ESCP Europe Business
School (since 2018). He was also appointed as a corporate monitor
by the US Department of Justice in respect of BAE Systems in
2010-2012, and has been a monitor for the UK Cabinet Office in
respect of the Airbus Group since 2020.
As required under Schedule Two, paragraph (g) (i)-(viii) of the
AIM Rules for Companies, further disclosures on the proposed
directors are as follows.
1. Mr. Wollenberg
1.1 Anthony (Tony) Stephen Wollenberg, aged 72, has held the
following directorships and/or partnerships in the past five
years:
Current directorships and/or Past directorships and/or partnerships
partnerships
------------------------------------- -----------------------------------------
eToro (UK) Limited Century Casino Bath Limited
Global Gaming Ventures (Bath) City & Eastern Limited
Limited
Global Gaming Ventures (Group) DDL167 Limited
Limited
Global Gaming Ventures (Southampton) Global Gaming Ventures Guarantors
Limited Limited
Livia's Health Foods Limited Global Gaming Ventures (RP)
Limited
Wondrous Holdings Limited VGCH Limited
VGC Leeds Limited
VGC Developments Limited
------------------------------------- ---------------------------------------
1.2 Mr. Wollenberg holds no ordinary shares in the Company.
1.3 Mr. Wollenberg was formerly a director of VGCH Limited,
previously known as Global Gaming Ventures (Holdings) Limited,
between November 2015 and May 2019. A receiver to VGCH Limited was
appointed on 17 August 2017 by ABC Funding, LLC. The receiver
ceased to act on 19 August 2019 and VGCH Limited continues in
existence. There was no loss to creditors.
1.4 Mr. Wollenberg was appointed a director of Livia's Health
Foods Limited("LHF") in September 2020. On 17 February 2022 the
directors of LHF appointed administrators. The administrators
completed a pre-pack sale of LHF's business and assets for an
initial consideration of GBP355,000 together with a deferred
consideration based on revenue valued at GBP100,000. It is possible
that all creditors will, in due course, be paid in full. The
administration is ongoing.
1.5 There is no further information on Mr. Wollenberg required
to be disclosed under Schedule Two, paragraph (g) of the AIM Rules
for Companies.
2. Mr. Tauman
2.1 Amit Endi Yosef Tauman, aged 30, has not held any
directorships and/or partnerships in the past five years.
2.2 Mr. Tauman holds 2,045,230 ordinary shares in the Company,
representing 7.83 per cent. of the issued share capital.
2.3 There is no further information on Mr. Tauman required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules for
Companies.
3. Lord Gold
3.1 David Laurence Gold (Lord Gold), aged 71, has held the
following directorships and/or partnerships in the past five
years:
Current directorships and/or Past directorships and/or partnerships
partnerships
----------------------------------------- ---------------------------------------
BLC1 FP LLP C5 Holdings (UK) Limited
Broadclyst Limited
David Gold & Associates LLP
Derwent Films LLP
ESCP Europe Corporate Services
Limited
ESCP Europe Business School
Gold Collins Associates Limited
Marylebone Capital Investments
Limited
Medway Films LLP
Mole Films LLP
Southend & Westcliff Hebrew Congregation
T0day Group Limited
----------------------------------------- ---------------------------------------
3.2 Lord Gold holds no ordinary shares in the Company.
There is no further information on Lord Gold required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules for
Companies.
ENDS
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