Alina Holdings PLC
(Reuters: ALNA.L, Bloomberg: ALNA:LN)
(“Alina”, “ALNA” or the “Company”)


NOTICE OF AGM

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the Company will be held at Anjuna, 28 Avenue de la Liberté, 06360 Eze, France on Thursday 29th June 2023 at 10 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 4 as ordinary resolutions and as to resolutions 5 to 8 as special resolutions. The financial statements for the company for the 12 month period ended 31 December 2022 will be published on or before 7 June 2023.

The Notice of AGM and Proxy Form will also available on the Company's websit: www.alina-holdings.com.

The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.

Ordinary Business

1. To receive and adopt the report of the Directors and the financial statements of the Company for the 12 months period ended 31 December 2022, together with the report of the auditors thereon.
2. To approve the Remuneration Report contained in the report of the Directors and the financial statements for the 12 months’ period ended 31 December 2022.
3. To re-appoint RPG Crouch Chapman LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine their remuneration.
4. To re-elect Martyn Porter as a director in accordance with article 112 of the Company’s Articles of Association.

 

Special Business

5. 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 £75,650 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.
6. THAT, subject to and conditional on, the passing of Resolution 7, the Directors be empowered, pursuant to Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash pursuant to the authority given by Resolution 7 as if Section 561(1) of the Act did not apply to any such allotment and/or sale of ordinary shares provided that this power shall be limited to:
   1. the allotment of equity securities and/or sale of ordinary shares 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
   2. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities and/or sale of ordinary shares up to an aggregate nominal amount of £11,348;

and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 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 equity securities to be allotted and/or ordinary shares to be sold 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.

7. THAT the Company be generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as the directors may from time to time determine, provided that:
   1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the number representing 14.99% of the issued share capital of the Company (excluding shares held by the Company in treasury) at the date of this Notice or such number of Ordinary Shares as is closest to but does not exceed 14.99% of the issued share capital (excluding shares held by the Company in treasury) as at the date of the Meeting;
   2. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p (being the nominal value of an Ordinary Share);
   3. unless a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is an amount equal to the higher of: (a) 105% of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the price of the last independent trade in Ordinary Shares and the highest then current independent bid for the Ordinary Shares on the London Stock Exchange and where a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share is an amount equal to the net asset value per Ordinary Share at the latest practicable date prior to such purchase, all as determined by the directors;
   4. the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or 15 months from the date of the passing of this resolution, whichever is the earlier; and
   5. the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after its expiry and may make a purchase of Ordinary Shares in pursuance of any such contract.
8. THAT, as permitted by section 307A of the Act, any general meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the articles of association of the Company provided that the authority of this resolution shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2024.

 

BY ORDER OF THE BOARD

 

Alasdair Johnston Company Secretary Alina Holdings PLC

Company Number 05304743

23 May 2023

Registered office: Eastleigh Court Bishopstrow Warminster BA12 9HW

Notes on the Resolutions

Resolution 1 relates to the requirement for the directors to present the report of the directors and the accounts of the Company to shareholders at the Meeting. The report of the directors, the accounts and the report of the Company’s Auditors on the accounts and on those parts of the directors’ remuneration report that are capable of being audited are contained within the Report and Accounts.

Resolution 2 relates to the requirement for an annual advisory vote on the directors’ remuneration report in terms of the arrangements for pay and share awards to directors. Details of these are contained in the Remuneration section of the report of the directors and the financial statements within the Report and Accounts. The vote on this resolution is advisory only, and any entitlement of a director to remuneration is not conditional on this resolution being passed.

Resolution 3 relates to the requirement that the auditors of a company must be re-appointed at each general meeting at which accounts are laid. This Resolution seeks approval for the re-appointment of RPG Crouch Chapman LLP as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting at which accounts are laid. Pursuant to this Resolution, Shareholders are also being asked to authorise the directors to determine the remuneration payable to RPG Crouch Chapman LLP as auditors.

Resolution 4 relates to the re-election of Martyn Porter who offers himself for re-election. The Company’s Articles of Association require one third of the directors to retire by rotation at each Annual General Meeting (excluding any director standing for re-election in accordance with article 118 of the Company’s Articles of Association).

Resolution 5 replaces the existing authority of the directors to allot shares, which expires at the conclusion of the Meeting. The resolution authorises the directors to allot a maximum of 7,565,000 shares with an aggregate nominal value of £75,650. This is equivalent to approximately one third of the current issued share capital of the Company (excluding shares held in treasury) as at the date of the Notice. The number of shares currently held in treasury is 9,164,017 (nominal value £91,640). The directors have no present intention to exercise the authority conferred by the resolution, which will lapse at the earlier of the 2024 Annual General Meeting or 15 months after the Meeting. Resolution 7 will be proposed as a special resolution.

Resolution 6, which is subject to the passing of Resolution 7, will be proposed as a special resolution for the renewal of the directors’ authority to allot equity securities for cash, without first offering them to shareholders pro rata to their holdings. This authority facilitates issues (or sales of ordinary shares held in treasury) made by way of rights to shareholders which are not strictly in accordance with section 561(1) of the Companies Act 2006 and authorises other allotments of up to a maximum aggregate nominal amount of £11,348 (representing 1,134,800 shares), which represents approximately 5 per cent of the current issued ordinary share capital of the Company. This authority also allows the directors, within the same aggregate limit, to sell for cash shares that may be held by the Company in treasury. The Directors have no present intention of exercising this authority.

Resolution 7 seeks to renew the directors’ authority to purchase the Company’s Ordinary Shares, up to a maximum of 14.99% of the Company’s issued share capital (excluding shares held in treasury), for a further year. The directors have no present intention to exercise this authority but will keep the matter under review, taking into account the financial resources of the Company, the Company’s share price and future funding opportunities. The authority would only be exercised if the directors believe that to do so would result in an increase in earnings per share and would be in the best interests of shareholders generally. Any purchases of shares would be by means of market purchases through the London Stock Exchange. Save to the extent purchased pursuant to the regulations concerning treasury shares, any Ordinary Shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility over the management of its capital base. Resolution 9 will be proposed as a special resolution.

Resolution 8 authorises the holding of general meetings, other than Annual General Meetings, on 14 days’ notice. Although the Articles currently permit this, the Act requires a shareholder resolution to be passed to authorise general meetings to be held on 14 days’ notice. The minimum notice period for general meetings would otherwise be 21 days. The directors would not make use of the reduced notice period unless they considered this to be in the best interests of members as a whole. Resolution 10 will be proposed as a special resolution.

General Notes

1. Shareholders are encouraged to appoint the Chairman of the Meeting as their proxy to cast their votes on their behalf.
2. The Board will arrange for the legal requirements for the holding of the Meeting to be satisfied by the attendance of one or more Directors and the Company Secretary, who will form a quorum and will ensure that the proxy votes of Shareholders are recorded. We therefore strongly encourage you to vote by proxy, ensuring that you appoint the Chairman of the Meeting as your proxy. To ensure that the voting preferences of all Shareholders are taken into account, the Company will conduct a poll vote on all Resolutions put to the Meeting. The results of the poll will be released to the market and published on the Company’s website as soon as practicable after the conclusion of the Meeting.
3. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders must be entered on the Company’s share register at 6.30 p.m. on Tuesday 27th June 2023 in order to be entitled to attend and vote at the Meeting (or, if the Meeting is adjourned, on the Company’s share register at 6.30 p.m. on the day two business days before the time fixed for the adjourned Meeting). Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
4. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (who need not be a member of the Company) to attend and to vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person, should he subsequently decide to do so. A form to be used for appointing a proxy or proxies for this meeting to vote on your behalf accompanies this Notice.
5. A body corporate which is a member of the Company may appoint one or more corporate representatives to exercise all the powers of a shareholder on its behalf, provided that representatives of the same corporation do not exercise their powers differently in relation to the same shares.
6. In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must reach the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA, not less than 48 hours before the time of the Meeting or of any adjournment of the Meeting.
7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). 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 the appropriate action on their behalf. 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 & Ireland Limited’s (“EUI”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must (in order to be valid) be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 means of 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. Persons with information rights under section 146 of the Act do not have the right to appoint a proxy. Any purported exercise by such persons (whether by completion and return of a form of proxy, or otherwise) will be ineffective. Such persons may, however, have specific rights to instruct the member who granted the information rights as to how such member exercises their right to appoint a proxy.

9. Any member attending the Meeting is entitled, pursuant to section 319A of the Act, to ask any question relating to the business being dealt with at the Meeting. The Company will answer any such questions unless: (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; or

(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 be answered.

10. The total number of Ordinary Shares in issue as at 19 May 2023, the last practicable date before printing this document, was 31,861,414 Ordinary Shares of which 9,164,017 were held in treasury and the total level of voting rights was 31,861,414, of which 9,164,017 were attached to shares held in treasury by the Company.
11. Pursuant to sections 527 to 531 and sections 338 and 338A of the Act: (i) a member or members having a right to vote at the meeting and holding at least 5 per cent. of total voting rights of the Company; or (ii) at least 100 members having a right to vote at the meeting where each holds, on average, at least £100 of paid up share capital may request the Company to:
    1. publish on its website, a statement setting out any matter that such member or members propose to raise at the Meeting relating to the audit of the Company’s accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the Meeting; and/or
    2. give notice of a resolution which may properly be moved and which such members intend to move at the Meeting; and/or
    3. include in the business of the Meeting any matter (other than a proposed resolution) which may properly be included in the business.

A request that the Company publish a statement on its website, as described in sub-paragraph

1. above, must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported, and be received by the Company at least one week before the Meeting. The Company must forward such a statement to the Company’s auditors no later than the time the statement is made available on the Company’s website, and the statement may be dealt with as part of the business of the Meeting.

A request to give notice of a resolution which members intend to move at the Meeting, as described in sub- paragraph (b) above, must (i) identify the resolution of which notice is to be given; (ii) be authenticated by the person or persons making it; and (iii) be received by the Company not later than six weeks before the Meeting. The Company must circulate the resolution proposed to each member entitled to receive notice of the Meeting.

A request for the inclusion of an item in the business of the Meeting, as described in sub- paragraph (c) above, must (i) identify the matter for inclusion; (ii) be accompanied by a statement setting out the grounds for the request;

(iii) be authenticated by the person or persons making it; and (iv) be received by the Company not later than six weeks before the Meeting. The Company must include the matter proposed in the business to be dealt with at the Meeting.

A member or members wishing to make requests as described in this note 11 must send the request, together with their name and address and share certificate number(s), to the Company using the following method:

• by email to the Company Secretary at alasdair@atheniumconsultancy.com

12. Copies of the service contracts and letters of appointment of each of the directors are available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) and at the place of the Meeting from at least 15 minutes prior to and until the conclusion of the Meeting.
13. A copy of this Notice together with other information required under the Act may be accessed on the Company’s website www.alina-holdings.com. Any shareholders’ statements, shareholders’ resolutions and shareholders’ matters of business received by the Company after the date of the Notice will be added to the information already available on the website as soon as reasonably practicable.
14. The results of the voting at the Meeting will be announced via a regulatory information service and will also appear on the Company’s website.
15. You may not use any electronic address provided either in this Notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NP0523-3799