TIDMFBH
RNS Number : 0835M
FBD Holdings PLC
18 January 2021
FBD Holdings plc
18 January 2021
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of F.B.D Holdings plc ("FBD" or
the "Company") will be held at FBD House, Bluebell, Dublin 12,
Ireland on Friday 12 February 2021 at 11 a.m. ("EGM").
The business of the EGM will be to consider and, if thought fit,
approve certain resolutions relating to the replacement of CREST
with a system operated by Euroclear Bank SA/NV for the electronic
settlement of trading in the Company's ordinary shares
("Resolutions"). Approval of the Resolutions is necessary to ensure
the Company's shares can continue to be settled electronically when
they are traded on Euronext Dublin and the London Stock Exchange
and remain eligible for continued admission to trading and listing
on those exchanges, which is crucial to the interests of the
Company and its shareholders as a whole.
The circular which includes the notice of the EGM (the
"Circular") and a Form of Proxy have been posted to shareholders
today. The Board strongly urges shareholders to review the contents
of the Circular in their entirety, including the documents referred
to therein, and consider the Board's recommendation to vote in
favour of the Resolutions.
The Circular, the Form of Proxy and copies of the documents
referred to in the Circular are available to view on the Company's
website, https://www.fbdgroup.com/investor-relations/EGM-2021/ ,
and will be available for inspection during normal business hours
on any business day from the date of this letter until the EGM at
the registered office of the Company.
Public Health Guidelines and the EGM
The well-being of shareholders and employees is a primary
concern for the Directors. We are closely monitoring the COVID-19
situation and will take all recommendations and applicable law into
account in the conduct of the EGM. There will likely be very
limited ability to attend the EGM in person and the Board therefore
strongly encourages shareholders to appoint the chairman of the EGM
as a proxy by submitting a proxy form not less than 48 hours before
the time appointed for the EGM or any adjournment thereof, in order
to ensure they can exercise their vote and be represented at the
EGM without attending in person.
Proxy forms can be submitted in advance of the EGM by availing
of one of the options set out in the notice of the EGM:
-- by post to the Company's registrar, Computershare Investor
Services (Ireland) Limited or by hand to Computershare Investor
Services (Ireland) Limited, 3100 Lake Drive, Citywest Business
Campus, Dublin 24, D24 AK82, Ireland;
-- by fax to +353 1 447 5572, provided it is received in legible form;
-- electronically using www.eproxyappointment.com;
-- via the CREST System, where shares are held in CREST.
Any relevant updates regarding the EGM, including any changes to
the arrangements outlined in the Circular, will be announced via a
Regulatory Information Service and will be available on
https://www.fbdgroup.com/investor-relations/EGM-2021/ .
In the event that it is not possible to hold the EGM either in
compliance with public health guidelines or applicable law or where
it is otherwise considered that proceeding with the EGM as planned
poses an unacceptable health and safety risk, the EGM may be
adjourned or postponed or relocated to a different time and/or
venue, in which case notification of such adjournment or
postponement or relocation will be given in accordance with
applicable law.
Further information in relation to the EGM
In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule
14.3.6, the Circular and the Articles of Association of the Company
in the proposed amended form will be submitted to the Irish Stock
Exchange t/a Euronext Dublin and the UK's National Storage
Mechanism and will be available for inspection at the following
locations:
Companies Announcement Office
Euronext Dublin
Exchange Buildings,
Foster Place,
Dublin 2
Tel. no: + 353 1 617 4200
and at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
ENDS
For Reference Telephone
FBD Holdings plc
Derek Hall, Company Secretary +353 86 172 4059
About FBD Holdings plc
FBD is one of Ireland's largest property and casualty insurers,
looking after the insurance needs of farmers, consumers and
business owners. Established in the 1960s by farmers for farmers,
FBD has built on those roots in agriculture to become a leading
general insurer serving the needs of its direct agricultural, small
business and consumer customers throughout Ireland. It has a
network of 34 branches nationwide.
The following details relate to FBD's ordinary shares of EUR0.60
each which are publicly traded:
Listing Euronext Dublin UK Listing Authority
Listing Category Premium Premium (Equity)
Trading Venue Euronext Dublin London Stock Exchange
Market Main Securities Market Main Market
ISIN IE0003290289 IE0003290289
Ticker FBD.I or EG7.IR FBH.L
FBD Holdings plc, FBD House, Bluebell, Dublin 12
Registered in Dublin, Ireland Registered Number 135882
Important Note
Announcements relating to the EGM contain (or may contain)
certain forward-looking statements with respect to certain of the
Company's current expectations and projections about future events,
including Migration, and the Company's future financial condition
and performance. These statements, which sometimes use words such
as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect" (or the negative
thereof) and words of similar meaning, reflect the directors'
current beliefs and expectations and involve known and unknown
risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict (certain of which are
set out in the Circular with respect to Migration).
Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which
speak only as of the date hereof. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. The
information contained in this announcement, including the
forward-looking statements, speaks only as of the date of this
announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein save where indicated in the Circular,
whether as a result of new information, future events or otherwise,
except to the extent required by Euronext Dublin, the Central Bank
of Ireland, the UK Financial Conduct Authority, the London Stock
Exchange, or by applicable law.
The defined terms set out in Part 9 of the Circular have the
same meaning herein.
END
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END
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January 18, 2021 11:56 ET (16:56 GMT)
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