TIDMCIA
10 June 2022
Clean Invest Africa plc
("Clean Invest Africa", the "Company" or the "Group")
Notice of AGM
The Company's Annual General Meeting ("AGM") will be held at 10.30am on 4 July
2022 at Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE.
The Board encourages all shareholders to vote on the resolutions to be proposed
at the AGM. Instructions for voting by proxy are set out in the notes at the
end of the Notice of AGM and on the proxy card sent to shareholders.
Any shareholders who have questions they would like answered in advance of
the meeting can send them to enquiry@coaltechenergy.com and they will be
responded to promptly.
Shareholders can return their proxy forms by post,
or by email to info@nevilleregistrars.co.uk (please include "Clean
Invest Africa" and your full name in the subject line of the email) to arrive
not later than two business days before the time appointed for holding the AGM.
The Notice of AGM is reproduced in full below. It will be dispatched, along
with Forms of Proxy, to shareholders later today and will also be available on
the website at www.cleaninvestafrica.com.
Shareholders should note that the audited accounts to 31 December 2021 have not
yet been finalised and will therefore not be tabled at the AGM. A further AGM
will be notified to shareholders promptly after the finalisation of the audited
accounts. The Company expects to have the audited accounts ready by 30 June
2022, and these will be published accordingly.
The Directors of the Company accept responsibility for the contents of this
announcement.
-S -
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No 596/2014
until the release of this announcement.
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi (Executive Director) +973 3969 6273
Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) +973 3969
2299
Peterhouse Capital Limited
Corporate Adviser +44 20 7469 0930 Guy Miller/Mark Anwyl
References to time in this document and the Notice of Annual General Meeting
are to British Summer Time.
LETTER FROM THE CHAIRMAN OF CLEAN INVEST AFRICA PLC
10 June 2022
To Shareholders and, for information only, to Warrant Holders
Notice of Annual General Meeting
Dear Shareholder,
Introduction
I am pleased to enclose the formal notice ("Notice") of the Annual General
Meeting ('AGM') of the Company. The AGM will be held at the offices of
Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE at 10:30
a.m. on Monday 4 July 2022.
Voting and asking questions
The Company will include all valid proxy votes (whether submitted
electronically or in hard copy form) in its polls at the AGM and the Chairman
of the meeting will call for a poll on each resolution. Shareholders are
strongly encouraged to appoint the Chairman of the meeting as their proxy. The
Company accordingly requests that shareholders submit their proxy votes in
respect of the resolutions as set out in this Notice as early as possible,
electronically or by post in advance, in accordance with the instructions set
out in this Notice.
However, any shareholders who have questions they would like answered in
advance of the meeting can send them to enquiry@coaltechenergy.com and they
will be responded to promptly.
The resolutions are explained below, and are set out in the Notice of Annual
General Meeting at the end of this document.
Annual General Meeting
Ordinary business at the AGM
Resolution 1: Re-appointment of Director
The Board recommends the re-appointment of Paul Ryan in accordance with the
Company's Articles of Association ("Articles") and, being eligible, he offers
himself for re-appointment as a director.
Resolution 2: Re-appointment of Director
The Board recommends the re-appointment of Noel Lyons in accordance with the
Company's Articles of Association ("Articles") and, being eligible, he offers
himself for re- appointment as a director.
Resolution 3: Re-appointment of Director
The Board recommends the re-appointment of Filippo Fantechi in accordance with
the Company's Articles of Association ("Articles") and, being eligible, he
offers himself for re- appointment as a director.
Resolution 4: Re-appointment of Director
The Board recommends the re-appointment of Shaikh Mohamed Abdulla Khalifa
AlKhalifa in accordance with the Company's Articles of Association ("Articles")
and, being eligible, he offers himself for re- appointment as a director.
Resolution 5: Auditors' reappointment and remuneration
This resolution relating to the auditors' re-appointment and remuneration
constitutes usual business for the AGM.
Special business at the AGM
Resolution 6: 2022/2023 Incentive Scheme
This resolution subject to annual general meeting approval, whereby the Company
proposes a renewed Incentive Scheme for the Company, and in particular through
the potential award of Director and management warrants for 2022/2023 and
beyond to incentivise Directors and management to achieve significant progress
with the business. These management warrants are proposed to be 125m warrants
in total, comprising 25m each for each of the Directors and 25m for management,
and at an exercise price of 0.25p and each with a further 2 follow on warrants
should the warrants be exercised in full, equivalent of two warrants for every
one warrant exercised which will be granted upon such exercise for a further 5
year period and with an exercise price of 0.4 pence per share.
Resolution 7: Section 551 authority
This is an ordinary resolution authorising the Directors to allot relevant
securities (including warrant shares and option shares in addition to those to
be allotted under Resolution 6 above) up to an aggregate nominal amount of £
10,000,000. Such authority, unless previously revoked or varied by the Company
in a General Meeting, will expire at the commencement of the Company's next
Annual General Meeting or 3 July 2023, whichever is the earlier.
Resolution 8: Section 570 authority and dis-application of Section 561(1)
This is a special resolution authorising the Directors to issue equity
securities (including warrant shares and option shares) wholly for cash on a
non-pre-emptive basis pursuant to the authority conferred by resolution number
7 above. This will allow the Board to allot shares without recourse to the
Company's shareholders so that it can move quickly from time to time as it
deems appropriate. Such authority, unless previously revoked or varied by the
Company in a General Meeting, will expire at the commencement of the next
Annual General Meeting or 3 July 2023, whichever is the earlier.
Action to be taken
Shareholders will find a form of proxy enclosed for use at the AGM. To be
valid, forms of proxy must be received by the Company's Registrars, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, not later
than two business days before the time appointed for holding the Annual General
Meeting.
Shareholders can return their proxy forms by email to
info@nevilleregistrars.co.uk (please include "Clean Invest Africa" and your
full name in the subject line of the email). You are entitled to appoint a
proxy to vote instead of you. Your attention is drawn to the notes to the forms
of proxy.
Form of Proxy
A Form of Proxy for use at the AGM is enclosed. Please complete and sign the
Form of Proxy and return it to the Company's Registrars at the address set out
above, so as to arrive no later than 48 hours (excluding non-business days)
before the time fixed for the AGM (being 10:30 a.m. on 30 June 2022).
Board Recommendation
The Board considers that each of the Resolutions to be proposed at the AGM are
in the best interests of the Company and its shareholders as a whole and it
unanimously recommends that shareholders vote in favour of each of them as the
Board intend to do so in respect of the Ordinary Shares held by them.
Shareholders should note that the audited accounts to 31 December 2021 have not
yet been finalised and will therefore not be tabled at the AGM. A further AGM
will be notified to shareholders promptly after the finalisation of the audited
accounts. The Company expects to have the audited accounts ready by 30 June
2022, and these will be published accordingly.
Yours faithfully
Shaikh Mohamed Abdulla Khalifa AlKhalifa Non-Executive Chairman
CLEAN INVEST AFRICA PLC
Incorporated in England and Wales as a public limited company under number
10967142
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of the
members of Clean Invest Africa plc ("the Company") will be held at the offices
of Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE at 10:
30 a.m. on 4 July 2022.
The resolutions are set out below:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions which shall
be proposed as ordinary resolutions:
1. To re-appoint Paul Ryan, as a Director of the Company, in accordance with
the Company's Articles of Association ("Articles") and, being eligible, offers
himself for re- appointment as a director.
2. To re-appoint Noel Lyons, as a Director of the Company, in accordance with
the Company's Articles of Association ("Articles") and, being eligible, offers
himself for re- appointment as a director.
3. To re-appoint Filippo Fantechi, as a Director of the Company, in
accordance with the Company's Articles of Association ("Articles") and, being
eligible, offers himself for re- appointment as a director.
4. To re-appoint Shaikh Mohamed Abdulla Khalifa AlKhalifa, as a Director of
the Company, in accordance with the Company's Articles of Association
("Articles") and, being eligible, offers himself for re- appointment as a
director.
5. To re-appoint PKF Littlejohn LLP as auditors of the Company, to hold office
until the commencement of the Company's next Annual General Meeting and to
authorise the Directors to determine their remuneration.
Special business at the AGM
To consider and, if thought fit, to pass the following resolutions, of which
resolution 6 and 7 will be proposed as Ordinary Resolutions and resolution 8
will be proposed as a Special Resolution:
6. To ratify the proposed new 2022/23 Incentive Scheme for the Company, and in
particular the award of 125m management warrants comprising 25m each for each
of the Directors and 25m for management, and at an exercise price of 0.25p and
the granting of the associated warrants.
7. THAT, the Directors be and are hereby generally and unconditionally
authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act
") to exercise all the powers of the Company to allot equity securities (as
defined in Section 560 of the Act) up to an aggregate nominal amount of £
10,000,000 to such persons and at such times and conditions as the Directors
think proper, provided that such authority, unless previously revoked or varied
by the Company in a General Meeting, shall expire at the commencement of the
Annual General Meeting next held after the passing of this resolution or 3 July
2023 (whichever is the earlier to occur) save that the Company may pursuant to
the authority make an offer or agreement or other arrangement before the expiry
of the authority 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 or other arrangement as if the power
conferred hereby had not expired. This authority is in substitution for all
previous authorities conferred upon the Directors pursuant to Section 551 of
the Act, but without prejudice to the allotment of any relevant securities
already made or to be made pursuant to such authorities.
8. THAT (subject to and conditional upon the passing of Resolution 7 above),
the Directors be and are hereby empowered pursuant to Section 570 of the Act to
allot equity securities (within the meaning of Section 560 of the Act) wholly
for cash pursuant to the general authority conferred by Resolution 7 as if
Section 561(1) of the Act did not apply to any such allotment, provided that
this power shall be limited to allotments of equity securities:
(i) in connection with or pursuant to an offer by way of rights, open offer or
other pre- emptive offer to the holders of shares in the Company and other
persons entitled to participate therein in proportion (as nearly as
practicable) to their respective holdings, subject to such exclusions or other
arrangements as the Directors may consider necessary or expedient to deal with
fractional entitlements or legal or practical problems under the laws of any
territory or the regulations or requirements of any regulatory authority or any
stock exchange in any territory; and
(ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate
nominal amount of £10,000,000;
(iii) and such power, unless previously revoked or varied by the Company at a
General Meeting, shall expire at the commencement of the Annual General Meeting
next held after the passing of this resolution or 3 July 2023 (whichever is the
earlier to occur) but so that the Company may before such expiry make an offer
or agreement or other arrangement which would or might require equity
securities to be allotted or treasury shares to be sold after such expiry, and
the Directors may allot equity securities or sell treasury shares in pursuance
of any such offer or agreement or other arrangement as if the power conferred
by this resolution had not expired. The power hereby conferred shall operate in
substitution for and to the exclusion of any previous power given to the
Directors pursuant to Section 570 of the Act.
BY ORDER OF THE BOARD
MSP Corporate Services Limited
Company Secretary
10 June 2022
Registered Office: 27-28 Eastcastle Street, London, W1W 8DH
NOTES:
1. A member is entitled to attend, speak and vote at the AGM and is entitled
to appoint a proxy to vote on his/her behalf. A proxy need not be a member of
the Company.
2. Forms of proxy, together with any power of attorney or other authority
under which it is executed or a notarially certified copy thereof, must be
completed and, to be valid, must reach the Company's Registrars at Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD not less
than 48 hours (excluding non-business days) before the time appointed for the
holding of the meeting.
3. If the appointer is a corporation, the form of proxy must be under its
common seal or under the hand of an officer or attorney duly authorised.
4. In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the vote of
the other registered holder(s) and for this purpose seniority shall be
determined by the order in which the names stand in the register of members.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001
(SI 2001/3755) Reg. 41(1) and (2) and paragraph 18 (c) The Companies Act 2006
(Consequential Amendments) (Uncertificated Securities) Order 2009, only those
shareholders on the Register of Members at 48 hours (excluding non-business
days) before the time appointed for the holding of the meeting shall be
entitled to vote in respect of the number of shares registered in their names
at that time. If the meeting is adjourned by more than 48 hours,
then to be so entitled, a shareholder must be entered on the Company's Register
of Members at the time which is 48 hours (excluding non-business days) before
the time appointed for holding the adjourned meeting or, if the Company gives
notice of the adjourned meeting, at the time specified in that notice.
6. To appoint more than one proxy, you may photocopy the form of proxy. Please
indicate the proxy holder's name and the number of shares in relation to which
they are authorised to act as your proxy (which in aggregate shall not exceed
the number of shares held by you). Please also indicate if the proxy is part of
a multiple set of instructions being given. All forms must be signed and should
be returned together in the same envelope. A failure to specify the number of
shares each proxy appointment relates to or specifying a number in excess of
those held by you, may result in the appointment being invalid. If you do not
have a proxy form and believe that you should have one, or if you require
additional forms, please contact the Company's registrar.
7. As at the close of business on 9 June 2022, the Company's issued share
capital comprised 1,753,103,402 ordinary shares of 0.25p each. Each ordinary
share carries the right to one vote at a general meeting of the Company, and
therefore the total number of voting rights in the Company as at the time and
date given above is 1,753,103,402.
END
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June 10, 2022 07:43 ET (11:43 GMT)
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