Print   

Wednesday 27 August, 2008

Japan Leisure Hotels

Notice of AGM

RNS Number : 0920C
Japan Leisure Hotels Ltd
27 August 2008
 




Japan Leisure Hotels Limited

(Incorporated in Guernsey with registered number 47899)

(the 'Company')


2008 Annual General Meeting of the Company



NOTICE is hereby given that the First Annual General Meeting of Japan Leisure Hotels Limited is to be held at the Registered Office of the Company, Polygon Hall, Le Marchant Street, St Peter Port, Guernsey, on 22nd September 2008 at 2.00 p.m. for the transaction of the following business:


Ordinary Business


1.  To receive and adopt the audited accounts, the Directors' report, and the Auditors' report for the period ended 31st December 2007.


2.  To re-appoint Mr Mark Huntley to the Board of Directors in accordance with Article 81(b)


3. To re-appoint Messrs William Hunter and Alan Clifton to the Board of Directors in accordance with Article 49


4.  To approve the Directors' remuneration for the period ended 31st December 2007.


5.  To re-appoint BDO Novus Limited who have indicated their willingness to continue in office, as Auditors of the Company to hold office until the next Annual General Meeting.


6.  To authorise the Directors to determine the remuneration of BDO Novus Limited.


7.  To consider and approve the Company's Investment Policy and Investment Policy and Strategy as defined in the Admission Document dated 10 January 2008, in accordance with the AIM Rules and Article 49(E) of the Company's Articles of Association (the 'Articles').


Special Business


ORDINARY RESOLUTION


8.  To consider, as special business which will be proposed as an Ordinary Resolution, THAT the Company be authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008 (the 'Law') to make market purchases (as defined in section 316 of the Law) of ordinary shares of £0.01 in the capital of the Company (the 'Shares') either for retention as treasury shares, or cancellation, provided that:-


i. the maximum number of Shares authorised to be purchased is the number representing 14.99 per cent. of the Shares in issue;


ii. the minimum price which may be paid for each Share is £0.01;


iii. the maximum price which may be paid for each Share is an amount equal to the higher of 105 per cent of the average of the middle market quotations for a Share as derived from the AIM for the five business days immediately preceding the day on which that Share is purchased;


iv. subject to paragraph (v), such authority shall expire at the conclusion of the Annual General Meeting of the Company in 2009 unless such authority is varied, revoked or renewed prior to such date by an Ordinary Resolution of the Company in general meeting;


v. notwithstanding paragraph (iv), the Company may make a contract to purchase Shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of Shares pursuant to any such contract.


SPECIAL RESOLUTION


9.  To consider, as special business which will be proposed as a Special Resolution, THAT the Company be and hereby is generally and unconditionally authorised pursuant to Article 39(H) of the Articles to issue and allot up to 20 per cent. of the issued share capital of the Company on the date the Shares are first admitted to trading on AIM for cash, as if Articles 39 (A) to 39 (G) of the Articles did not apply to any such allotments, provided that no Shares will be issued for cash on a non-pre-emptive basis at a discount of more than 5 per cent. of the average middle market closing price of the Shares on the five business days preceding issue, unless shareholder approval by Ordinary Resolution is obtained. This authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2009 or following the passing of a Special Resolution to that effect, whichever is the earlier, (save that the Company may before such expiry make any offer or agreement which would or might require Shares to be allotted after such expiry and the Directors may allot Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired).


Heritage International Fund Managers Limited

Company Secretary


27 August 2008


Polygon Hall
Le Marchant Street
St Peter Port
Guernsey



Notes to the Notice of the Annual General Meeting:


1. A member is entitled to attend and vote at the meeting provided that all calls due from him in respect of his shares have been paid. A member is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company.


2. A form of proxy is enclosed with this notice. To be effective, the instrument appointing a  proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company's Registrar, c/o Capita Registrars Limited, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, England, not less than 48 hours before the time for holding the Meeting or adjourned meeting as the case may be. A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent. Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting. 


3. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Issuer's agent RA10 by 2pm on 20th September 2008. 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. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001. In any case your proxy form must be received by the Company's Registrars no later than 2pm on 20th September 2008.


4. The quorum for the Meeting is at least two members present in person or by proxy. A simple majority is required for the passing of any Ordinary Resolution. The majority required for the passing of the Special Resolution is 75 per cent. or more of the total number of votes cast for and against such resolution.


5. In accordance with the Regulation 41 of the Uncertificated Securities Regulations 2001 and  Article 46(F) of the Articles, only those members entered in the Register of Members of the Company at close of business on 20th September 2008 shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at that meeting


6. The Register of Directors' Interests kept by the Company shall be available for inspection by any member between the hours of 10am and 12noon during business hours at the registered office of the Company for a period of 14 days before and ending 3 days after the Annual General Meeting. The Register of Directors' Interests shall be produced at the commencement of the Annual General Meeting and shall remain open and accessible during the continuance of the Annual General Meeting to any person attending such meeting.



Explanatory note


Directors' Remuneration Report - resolution 2


The Directors' Remuneration Report Regulations 2002 ('the Regulations') came into force on 1st August 2002 and it is a requirement of the Regulations that all quoted companies produce a board-approved report on directors' remuneration for financial years ending on or after 31st December 2002. This report is set out in the Annual Report and Accounts. It is a further requirement of the Regulations that at the general meeting of the Company before which the Company's annual accounts for the financial year relate, an Ordinary Resolution be put to shareholders seeking approval of the remuneration report.




For further information, please contact:


New Perspective

Robert Marshall  +813 4550 1808

Stephen Mansfield  +813 4550 1808



Heritage International Fund

Managers Limited, Secretary

Mark Huntley  +44 (0)1481 716000

Nathalie Pike  +44 (0)1481 716000









This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
NOASEASAWSASEEA

Investegate takes no responsibility for the accuracy of the information within the site.


The announcements are supplied by the denoted source. Queries about the content of an announcement should be directed to the source. Investegate reserves the right to publish a filtered set of announcements. NAV, EMM/EPT, Rule 8 and FRN Variable Rate Fix announcements are filitered from this site.



Investegate      © 2012 FE. All rights reserved.