Global Graphics SE: Notice of a General Meeting
23 Mai 2017 - 1:10PM
PRESS RELEASE GLOBAL GRAPHICS: NOTICE OF A GENERAL
MEETING
Cambridge (UK) 23
May 2017: Global Graphics SE (Euronext: GLOG) announces details
of a General Meeting.
Notice is hereby given that a
General Meeting of Global Graphics SE (the "Company") will be held at 2030 Cambourne Business Park,
Cambourne, CB23 6DW, United Kingdom on 22 June 2017 at 09:00 hrs
for the following purpose:
Special
business
To consider and, if thought fit,
pass the following resolution which will be proposed as a Special
Resolution:
That the Company, being a Societas
Europaea, be converted to a public limited company registered in
England and Wales and that the draft terms of conversion (the
"Draft Terms of Conversion"), the explanatory
report (the "Explanatory Report") and the new
articles of association (the "New Articles")
as referred to in the Explanatory Notes enclosed with this Notice
be and are hereby approved and that the New Articles be and are
hereby adopted as the articles of association of the Company.
A copy of the complete notice and
other supporting information, including explanatory notes,
requirements for proof of ownership of shares and the proxy form,
is available for download from the investors section of the
Company's web site at:
http://www.globalgraphics.com/investors/legal-reorganization.
Explanatory
notes
Conversion to a
PLC
The Resolution asks shareholders to approve the conversion of the
Company from a Societas Europaea to a public limited company
registered in England and Wales (the "Conversion"). The Draft Terms of Conversion,
Explanatory Report and New Articles referred to in the Resolution
are available to view on the Company's website at
http://www.globalgraphics.com/investors/legal-reorganization.
The Company is currently subject
to specific legislation which applies to a Societas Europaea
("SE Legislation"), as well as legislative and
regulatory provisions in force in England and Wales which apply to
an English public limited company generally (to the extent that
such laws do not contradict the SE Legislation), including the
Companies Act 2006. With effect from Conversion, the Company will
be an English public limited company and the SE Legislation will
cease to apply to it. As a result, the Directors are of the opinion
that the Conversion will allow the Company to operate with
increased efficiency in the context of a simplified legal
regime.
There are no significant economic
aspects arising from the Conversion itself. However, the Directors
believe that the Conversion and associated reduced exposure to the
SE Legislation should serve to minimise any potential risk that the
Company's SE status would be negatively affected by the exit of the
UK from the EU. The Directors consider this to be a
particularly important consideration in the current climate of
uncertainty surrounding the economic implications of the UK's exit
from the EU. Further, the form of a 'PLC' is a more
well-established form than that of Societas Europaea. As such,
there is greater legal certainty as to the effect of laws and
regulations surrounding its operation, and it is consequently the
Directors' belief that a PLC is a form with which third parties
will be more familiar, which may result in an indirect positive
economic benefit for the Company through the simplification of
dealings with third parties.
Simultaneously with the Conversion
becoming effective, the Company will adopt new articles of
association compliant with the Companies Act 2006 and a company
operated and governed by UK corporate law. The Directors confirm
that the articles of association proposed to be adopted on the
Conversion are substantially in the same form as the existing
statutes of the Company, save for amendments made to bring the
document in line with current UK corporate law and practice.
Consequently, on the Conversion, the shareholders will continue to
enjoy materially equivalent rights under the Company's constitution
as they do now.
The Board has prepared:
(i) Draft Terms of
Conversion setting out the terms upon which the Conversion will be
effected;
(ii) an Explanatory
Report explaining and justifying the legal and economic aspects of
the Conversion and indicating the implications of adopting public
limited company status for shareholders and employees;
and
(iii) New Articles which
are suitable for an English public limited company.
The Draft Terms of Conversion were
filed with Companies House on 4 April 2017, notice of which was
published in the Gazette on 11 April 2017.
To effect the Conversion, the
Company must also obtain a report from an independent expert,
certifying that the company has assets at least equivalent to its
capital. KPMG were appointed to provide this report, and provided
the same to the Company on 28 March 2017.
The Resolution to be proposed as a
Special Resolution, seeks shareholder approval for:
(i) the
Conversion;
(ii) the Draft
Terms of Conversion;
(iii) the Explanatory
Report; and
(iv) the adoption of the
New Articles.
If the Resolution is approved,
Companies House will re-register the company as an English public
limited company ("Re-Registration"). The New
Articles will automatically become effective from the date of
Re-Registration.
The Board
believes that the Conversion is in the best interests of the
Company and its shareholders and recommends that shareholders vote
in favour of the Resolution.
About Global Graphics
Global Graphics SE (Euronext:
GLOG) http://www.globalgraphics.com is a leading
developer of platforms for digital printing, including the
Harlequin RIP®. Customers include HP, Canon, Delphax, Roland,
Kodak and Agfa. The roots of the company go back to
1986 and to the iconic university town of Cambridge, and,
today the majority of the R&D team is still based near here.
The font foundry, URW++ Design and Development GmbH, and the
industrial printhead driver solutions specialists, Meteor Inkjet,
are subsidiary companies of Global Graphics SE. Global
Graphics also has offices in: Boston, US; Tokyo, Japan; and
Hamburg, Germany.
Contacts
Jill Taylor |
Graeme Huttley |
Corporate
Communications Director |
Chief Financial Officer |
Tel: +44 (0)1223 926489 |
Tel: +44 (0)1223 926472 |
Email: jill.taylor@globalgraphics.com |
Email: graeme.huttley@globalgraphics.com |
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Global Graphics SE via Globenewswire
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