Total Produce Plc Notice of Extraordinary General Meeting (3142L)
12 Gennaio 2021 - 10:10AM
UK Regulatory
TIDMTOT
RNS Number : 3142L
Total Produce Plc
12 January 2021
12 January 2021
Total Produce plc
(the "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of the Company will be held at
Total Produce Foodservice, M1 Business Park, Courtlough,
Balbriggan, Co. Dublin K32 PR58 on Friday, 5 February 2021 at 10.30
a.m. ("EGM").
As it is the intention of the Company to replace the CREST
System with a system operated by Euroclear Bank SA/NV for the
holding of, and electronic settlement of trading in the Company's
ordinary shares (the "Migration"), the business of the EGM will be
to consider, and if thought fit approve resolutions for and related
to the Migration ("Resolutions"). The need for the replacement
arises as a direct consequence of the United Kingdom's departure
from the European Union and applies to all Irish companies whose
shares are traded on the stock exchanges in Dublin and/or
London.
Approval of the Resolutions is necessary to ensure that the
Company's shares can continue to be settled electronically when
they are traded on Euronext Growth and/or AIM and remain eligible
for continued admission to trading and listing on the exchanges,
which is crucial to the interests of the Company and its
Shareholders as a whole.
The circular, which includes the EGM Notice (the "Circular"),
and a Form of Proxy have been posted to Shareholders. The Board
strongly urges Shareholders to review the contents of the Circular
in its 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
relevant to the Migration will be made available for inspection
during normal business hours on any business day from the date of
the Circular until the EGM and online at
https://investors.totalproduce.com/investors/corporate-governance/egm/2021
.
Attendance and Voting at EGM
The well-being of our Shareholders and our people is a primary
concern for the Board and we are closely monitoring the COVID-19
situation and any advice by the Government of Ireland in relation
to the pandemic. We will take all recommendations and applicable
law into account in the conduct of the EGM. If current or similar
restrictions relating to COVID-19 remain in force on the date of
the EGM, the EGM will be held as a closed meeting. Shareholders
will be provided with a facility to listen to the business of the
meeting as outlined below. The Company continues to monitor the
impact of COVID-19 and any relevant updates regarding the EGM,
including any changes to the arrangements outlined in this
Circular, will be announced via a Regulatory Information Service
and will be available on
https://investors.totalproduce.com/investors/corporate-governance/egm/2021
All Shareholders are asked to complete, sign and return your
Form of Proxy as soon as possible but, in any event, so as to reach
the Registrar by 10.30 a.m. on 3 February 2021. Under the current
COVD-19 regulations, Shareholders will not be able to attend the
EGM in person. In the exceptional circumstances of the current
COVID-19 pandemic, the Total Produce Board strongly encourages
members to appoint the chairman of the meeting as their proxy, if
you appoint someone other than the chairman of the meeting to be
your proxy, that person is unlikely to be able to attend the EGM if
the prevailing COVID-19 measures require the Company to conduct the
EGM as a closed meeting. Alternatively, Shareholders may register
their proxy appointment and voting instructions electronically via
the internet, or, where they hold their Shares in the CREST System,
via the CREST Electronic Proxy Appointment Service. Details of how
to do this are provided in the notes section on pages 85 to 86 of
the Circular.
In the event of a closed meeting, a Shareholder may also submit
a question in writing, to be received at least two business days
before the meeting (i.e. by 10.30 a.m. on 3 February 2021) by post
to the Company Secretary at Total Produce plc, 29 North Anne
Street, Dublin 7, D07 PH36, Ireland or by email to
jdevine@totalproduce.com. All correspondence should include
sufficient information to identify a Shareholder on the Register of
Members.
How to join the audio meeting
If you wish to listen live to the EGM proceedings please contact
the Company Secretary at jdevine@totalproduce.com before 10.30 a.m.
on Wednesday, 3 February 2021 to register for the teleconference
facility, and receive participant log-in details .
Shareholders availing of this facility should please ensure to
submit their proxy form by the relevant deadline in advance of the
EGM, as it will not be possible to vote using the telephone
facility.
Enquiries
Jacinta Devine
Company Secretary
Tel +353 1 8872722
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END
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