AFH Financial Group Plc

March 13, 2014 03:00 ET

Notice of General Meeting

                                                                                              13 March 2014
                                          AFH Financial Group PLC
                                         ("AFH" or the "Company")
                                         Notice of General Meeting
The  text  below has been extracted without material adjustment from a circular (the "Circular")  that  was
posted  to shareholders in the Company on 12 March 2014, convening a General Meeting of the Company  to  be
held on 31 March 2014.  Terms defined in the Circular have the same meaning in the extract below.

"Dear Shareholder,

1       Background
As  the Directors have previously noted, the impact of the Retail Distribution Review ("RDR") is continuing
to drive consolidation within the IFA industry. Since the RDR was implemented in January 2013, AFH has been
particularly active in exploiting the opportunities and has successfully completed 7 acquisitions.

To  fund  these  acquisitions  and  the  general development of AFH's  business,  the  Company  has  raised
approximately  GBP3.3 million since the 2013 AGM. Of this amount, GBP0.75 million was  raised  through  the
issue  of  8%  Unsecured Bonds due 2020 and GBP2.55 million through the issue of a total of  2,334,134  new
Ordinary  Shares. These new Ordinary Shares were issued pursuant to the authority granted to the  Directors
at  the  2013  AGM  to issue new Ordinary Shares for cash on a non pre-emptive basis. As a consequence  the
Company does not currently have sufficient authority in place to issue new Ordinary Shares to investors.

The Company is aware of demand from investors which will provide AFH with additional capital to finance its
ongoing  acquisition programme. A significant proportion of this demand is dependent on  the  new  Ordinary
Shares  being  issued  before 4 April 2014, so that such new Ordinary Shares would qualify  for  Enterprise
Investment Scheme relief in the current tax year.

Therefore, rather than waiting until the Company's next annual general meeting (which is anticipated to  be
held on 28 April 2014) to renew the Company's authorities to issue shares, the Directors are convening  the
General  Meeting, at which approval will be sought to authorise the Directors to allot Ordinary Shares  for
cash on the basis set out in the Resolutions.

If  the authority is granted at the General Meeting, the Company will be in a position to secure the  funds
it  believes  are  currently available, thereby assisting the Company to pursue  its  targeted  acquisition
opportunities effectively, in a competitive and time critical environment.

Shareholders should note that on 19 February 2014 the Company announced its intention to seek admission  of
the  Ordinary  Shares to trading on AIM, a market operated by the London Stock Exchange plc.  This  remains
the intention of the Directors and progress is being made in this regard.  Admission of the Ordinary Shares
to trading on AIM is anticipated to occur later this year.

2       General Meeting
A  Notice  of  a General Meeting, to be held at 10:00 a.m. on 31 March 2014 at AFH House, Buntsford  Drive,
Stoke Heath, Bromsgrove B60 4JE is set out at the end of this document.

The Resolutions to be proposed are as follows:

   a)  an ordinary resolution to authorise the  Directors to allot up to 1,250,000 new ordinary  shares  of
       10 pence each in the capital of the Company; and
   b)  a  special  resolution to empower  the  Directors  to disapply  shareholders' statutory  pre-emption
       rights in relation to the issue of ordinary shares of 10 pence each  in the capital  of the  Company 
       with an aggregate nominal value of GBP125,000.
Unless  renewed, varied or revoked, such authorities shall expire on the date which is 18 months after  the
date  on  which  the Resolutions are passed, or, if earlier, on the conclusion of the next  annual  general
meeting  of  the  Company. If the Resolutions are passed, the Directors will be able  to  allot  and  issue
Ordinary Shares as if Shareholders' pre-emption rights under section 561 of the Act did not apply  to  such

3       Action to be taken by Shareholders
A  Form  of  Proxy  is enclosed with this document for use by Shareholders in connection with  the  General
Meeting.  Whether  or not you intend to be present at the General Meeting, you are requested  to  complete,
sign  and  return the enclosed Form of Proxy in accordance with the instructions printed thereon so  as  to
arrive  as soon as possible and in any event so as to be received by SLC Registrars Limited, Thames  House,
Portsmouth  Road,  Esher,  Surrey KT10 9AD no later than 10:00 a.m. on 27 March 2014.  The  completion  and
return  of the Form of Proxy will not preclude you from attending the General Meeting and voting in  person
should you wish to do so.  Shareholders who hold their shares through a nominee should instruct the nominee
to submit the Form of Proxy on their behalf.

4       Recommendation
The  Directors consider that the Resolutions are in the best interests of the Company and will promote  the
success of the Company for the benefit of its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as set  out  in
the  Notice  of  General  Meeting, as they intend to do in respect of their  own  beneficial  shareholdings
amounting  to,  in  aggregate, 9,625,510 Ordinary Shares representing 56.24 per cent. of the  issued  share
capital of the Company as at the date of this document.

Yours faithfully

John Wheatley


The Circular is available from the Company's website at and at

The Directors of the Company accept responsibility for this announcement.

For further information please contact:

AFH Financial Group Plc                                  +44 (0)1527 577 775
Alan Hudson, Chief Executive
Paul Wright, Chief Financial Officer

Peterhouse Corporate Finance Limited                     +44 (0)20 7469 0930
(ISDX Corporate Adviser)
Mark Anwyl
Duncan Vasey

Allenby Capital Limited                                  +44 (0)20 3328 5656
(Nominated Adviser and Broker)
Nick Naylor
Chris Crawford
Nick Athanas

Yellow Jersey PR Limited                                 +44 (0)7799 003 220
(Financial PR)
Dominic Barretto
Kelsey Traynor

Contact Information

  • AFH Financial Group Plc