Ecovista Plc

November 13, 2014 02:00 ET

Notice of AGM

Notice of AGM
Notice of AGM

Ecovista Plc (the "Company") announces the Notice convening an Annual General meeting of the Company
to be held at 11.00 am on 3rd December 2014 at Finsgate,  5-7 Cranwood Street, London EC1V 9EE.  The
business of the AGM as set out in the notice posted to shareholders is to:

Consider  and  vote  on  the resolutions below.  Resolutions 1 to 4  will be  proposed  as  ordinary
resolutions and resolutions 5 to 6 will be proposed as special resolutions.


1.  To receive and adopt the Annual Report and Accounts for the year ended 31 December 2013 together
    with the directors' report and auditors' report on those accounts.

2.  To re-appoint Jeffreys Henry LLP as auditors of the  Company to hold office until the conclusion
    of the next general meeting at which the accounts are laid before the members and  to  authorise
    the directors to fix their remuneration. 

3.  To re-appoint  as a Director Russell Laikin,  who retires in accordance  with Article 106 of the
    Articles of Association of the Company.

4.  THAT the directors be and they  are hereby generally and unconditionally authorised  pursuant to
    Section 551 of the  Companies Act 2006 to exercise any power of the  company to allot and  grant
    rights  to  subscribe for or to convert securities into shares of the company up  to  a  maximum
    nominal  amount equal to the nominal amount of the authorised but unissued share capital at  the
    date of the passing of this resolution.  670,000,000 shares.  Provided that the authority hereby
    given shall  expire five years after the passing of this resolution unless  (subject to the said
    Section 551) previously renewed,  revoked or varied save that the directors may, notwithstanding
    such expiry,  allot any shares or grant any rights under this authority in pursuance of an offer
    or agreement so to do made by the company before the expiry of this authority. This authority is
    in  substitution  for  all previous authorities conferred on the Directors  in  accordance  with
    section  80  of  the  Companies Act 1985 or section 551 of the Companies Act 2006,  but  without
    prejudice to any  allotment of shares or grant of Rights already made or offered or agreed to be
    made pursuant to such authorities.


5.  THAT  the  Company remains an investment vehicle but changes its investment strategy to  be  one
    that  is  focused  on the property and real estate sector, with the objective being  to  provide
    shareholders  with  strong  investment  returns and a balanced exposure  to  lower  risk  income
    generating assets and opportunities that will provide a higher capital return.

    It is envisaged that Ecovista's investment criteria will be as follows:

    *  Ecovista will focus on property investments which provide a stable,  predictable and low risk
       income stream, with opportunities to enhance value through active management;

    *  Ecovista  will also selectively pursue development or redevelopment opportunities where  they
       can be pre- let to businesses with strong rental covenants,  or in order to protect,  enhance
       or extract additional value from existing investments;

    *  Ecovista will invest in distressed property investments where opportunities  arise as markets

    Investments  outside  the  above  criteria will only be made  where  risk  adjusted  returns  to
    Shareholders are satisfactory and Ecovista has the reserves necessary to extract an above-market
    return from the investments. 

    If Resolution 5 is passed, the Company will be an investment vehicle focused in the property and
    real estate sector. 

6.  THAT, subject to the passing of resolution 5 and in accordance with section 570 of the Companies
    Act 2006, the Directors be generally empowered to allot equity securities (as defined in section
    560  of  the  Companies  Act 2006) pursuant to the authority conferred by Resolution  4,  as  if
    section 561(1) of  the Companies Act 2006 did not apply to any such allotment  provided that the
    power is limited to the allotment of equity securities: 

       a)  in  connection  with an offer of such securities by way of rights to holders of  ordinary
    shares  in  proportion (as nearly as may be practicable) to their respective  holdings  of  such
    shares, but subject to such exclusions or other arrangements as the directors may deem necessary
    or expedient in relation to fractional entitlements or any legal or practical problems under the
    laws of any territory, or the requirements of any regulatory body or stock exchange; and 
       b)  otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal  amount  of
    GBP1,000,000, and provided that such authority shall expire on the conclusion of the next annual
    general meeting of the Company after the passing of this resolution,  save that the Company may,
    before  such expiry make an offer or agreement which would or might require equity securities to
    be  allotted after such expiry and the directors may allot equity securities in pursuance of any
    such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By Order of the Board

The Directors of the Issuer accept responsibility for this announcement. 


Ecovista PLC
Luca Tenuta
39 St James's street
London SW1A 1JD

Jon Issacs
Alfred Henry Corporate Finance Limited 

Tel: +44 (0)20 7251 3762 

Dated 13th November 2014

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