NOTICE OF COURT MEETING MURGITROYD GROUP PLCNotice ID: GL1425912
NOTICE OF COURT MEETING MURGITROYD GROUP PLC
(Registered in Scotland with Company Registration Number SC221766) NOTICE IS HEREBY GIVEN that, by an order dated 29 October 2019 (the "Order"), the Court of Session in Edinburgh has directed that a meeting (the ''Court Meeting'') be convened of the ''Scheme Shareholders'' (as defined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the ''Scheme'') pursuant to Part 26 of the Companies Act 2006 (the ''Companies Act'') proposed to be made between Murgitroyd Group PLC (the "Company'') and the Scheme Shareholders who are defined in the Scheme and that the Court Meeting will be held at the offices of Burness Paull LLP, 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ on 26 November 2019 at 2.30 p.m., at which place and time all Scheme Shareholders are requested to attend. At the Court Meeting, the following resolution will be proposed:
''That the scheme of arrangement dated 30 October 2019 (the ''Scheme''), between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chairman hereof in its original form or with or subject to any modification, addition or condition approved or imposed by the Court, be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.'' Voting on the resolution will be by poll which may be conducted as the chairman of the Court Meeting shall determine. For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised representative must be present.
A copy of the Scheme and of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act (the "Explanatory Statement") has been published and is available for Scheme Shareholders from the Company's website at
and is being sent to Scheme Shareholders. Further copies of the Scheme and the Explanatory Statement may be obtained by any Scheme Shareholder by submitting a request in writing to Link Asset Services at The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Entitlement to attend and vote at the Court Meeting (or if it is adjourned, at any adjourned meeting) (and the number of votes which may be cast thereat) will be determined by reference to the number of Scheme Shares registered in the name of a Scheme Shareholder in the register of members of the Company at 6.30 p.m. on 22 November 2019 or, in the case of an adjourned meeting, at 6.30 p.m. on the day which is two Business Days (as defined in the Scheme) before the date of the adjourned meeting. In each case, changes to the register of members of the Company after 6.30 p.m. on the relevant date will be disregarded in determining the right to attend and vote at the Court Meeting.
Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to at least one different Scheme Share. In order to be valid, completed and signed BLUE Forms of Proxy must be lodged with Link Asset Services, The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 2.30 p.m. on 22 November 2019 or, in the case of an adjourned meeting, no later than the relevant deadline for the return of forms of proxy on the day two Business Days before the day of the adjourned meeting all in accordance with the instructions printed on the BLUE Form of Proxy. If BLUE Forms of Proxy are not so lodged or sent, they may be handed to Link Asset Services on behalf of the chairman of the Court Meeting at the Court Meeting before the taking of the poll, or if the Court Meeting is adjourned, at that adjourned meeting. Completion and return of a BLUE Form of Proxy will not prevent a Scheme Shareholder from attending and voting at the Court Meeting, or any adjournment thereof, in person if he or she wishes to do so.
In the case of Scheme Shareholders who hold their Scheme Shares jointly ("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(s) of the other Joint Holder(s) and, for this purpose, seniority will be determined by the order in which the names in respect of the joint holding stand in the register of members of the Company. Scheme Shareholders who hold Scheme Shares through CREST and who wish to appoint a proxy or proxies through the CREST Electronic Proxy Service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at
. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ''CREST Proxy Voting Instruction'') must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (''Euroclear'') and must contain the information required for such instructions, as described in the CREST Manual (available via
). The message, regardless of whether it relates to the appointment of a proxy or to 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 Link Asset Services (participant ID RA1Q) by no later than 2.30 p.m. on 22 November 2019 (or, in the case of an adjourned meeting, no later than 2.30 p.m. on the day two Business Days before the day of the adjourned meeting). For this purpose, the time of receipt will be taken as the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Link Asset Services are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsor or voting service provider, should note that Euroclear 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 Voting 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, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted bymeans of the CREST system byany particular time. In connection with this, CREST members and, where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Voting Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Any corporation which is a Scheme Shareholder can appoint one or more corporate representatives in writing who may exercise on its behalf all of its powers as a Scheme Shareholder provided that:
(i) no more than one corporate representative is appointed over each Scheme Share; and
(ii) only one corporate representative is to be counted in determining, under section 899(1) of the Companies Act, whether a majority in number of the Scheme Shareholders has approved the Scheme. The chairman of the Court Meeting may require a corporate representative to produce to the Company's registrars his written authority to attend and vote at the Court Meeting.
By the Order, the Court has appointed Ian Murgitroyd or, failing him, Gordon Stark to act as chairman of the Court Meeting and has directed the chairman of the Court Meeting to report the result thereof to the Court.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Dated: 30 October 2019
Burness Paull LLP
50 Lothian Road Festival Square
Edinburgh EH3 9WJ
Solicitors for the Company