THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your broker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your Ordinary Shares in the Company, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
The section of the Circular entitled "Definitions" contains a list of definitions of terms used in the Circular, including these cover pages.
Jubilee Metals Group Plc
(Incorporated and registered in England and Wales under company registration number 04459850)
Share code on AIM: JLP • ISIN: GB0031852162 • Share code JSE: JBL
Letter from the Chairperson
Notice of Annual General Meeting
This document should be read as a whole. Your attention is drawn to the letter from the Chairperson of the Company which is set out on pages 05 to 07 of this document and which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting and the notice convening an Annual General Meeting of the Company to be held at 11 a.m. (UK time) on 03 November 2023 at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG as set out at the end of this document.
Attendance of AGM
The AGM is an important event in the Company's corporate calendar and provides an opportunity for the Company's directors to engage with shareholders.
If it is necessary to alter the arrangements for the AGM, shareholders will be notified promptly via RNS and the Company's website. Proxies may be submitted electronically using Link Group's Signal Shares share portal service at www.signalshares.comor in hard copy form if you request a hard copy form of proxy from the Company's registrar, Link Group. In order to be valid, proxy appointments must be submitted using Link Group's Signal Shares share portal service or in hard copy form to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, in each case, by no later than 11 a.m. (UK time) on 01 November 2023 or 48 hours before any adjourned meeting, or in South Africa, Computershare Investor Services Proprietary Limited, Rosebank Tower, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000, Saxonworld, 2132) Johannesburg, South Africa or emailed to proxy@computershare.co.za, as soon as possible but in any event so as to arrive no later than 1 p.m. (SA time) on 01 November 2023.
Further instructions relating to submitting proxy votes are set out in the Notice of Annual General Meeting.
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Contents
Page | |
Expected timetable of principal events | 02 |
Definitions | 03 |
Letter from the Chairperson of the Company | 05 |
Notice of Annual General Meeting | 08 |
Expected timetable of principal events
Shareholders on the register who are entitled to receive the notice of AGM (SA) | 29 September 2023 | ||
Notice of AGM posted to shareholders | 11 October 2023 | ||
Last date to trade in order to be eligible to participate in and vote at the AGM (SA) | 27 October 2023 | ||
Record date for the purposes of determining which shareholders are entitled to | |||
participate in and vote at the AGM (SA) | 01 | November 2023 | |
Record date for the purposes of determining which shareholders are entitled to | |||
participate in and vote at the AGM (UK) | 01 | November 2023 | |
Latest time and date for receipt of CREST Proxy Instruction and other | |||
Uncertificated instructions (UK) | 11 a.m. (UK time) 01 | November 2023 | |
Latest time and date for receipt of Dematerialised Holding Instruction | |||
and other uncertified instructions (SA) | 1 p.m. (SA time) 01 | November 2023 | |
Annual General Meeting | 11 a.m. (UK time) 03 November 2023 | ||
Results of the Annual General Meeting released on RNS and SENS | 03 November 2023 |
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Definitions
In this document the following expressions have the following meanings unless the context otherwise requires:
"Act" or "Companies Act" | the UK Companies Act 2006 (as amended from time to time); |
"AGM" | the annual general meeting of the Company to be held on 03 November |
2023 (or any adjournment thereof); | |
"AIM" | the AIM market operated by the London Stock Exchange; |
"Board" or "Directors" | the directors of the Company whose names are set out on page 05 of this |
document; | |
"Certificated Shareholders" | holders of Certificated Shares; |
"Certificated Shares" | shares which are evidenced by a certificate or other physical document of |
title and which have not been Dematerialised; | |
"Circular" | this circular; |
"Company" or "Jubilee" | Jubilee Metals Group PLC; |
"CREST" | the computerised settlement system (as defined in the CREST Regulations) |
operated by Euroclear which facilitates the transfer of title to shares in | |
uncertificated form; | |
"CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) including |
any enactment or subordinate legislation which amends or supersedes | |
those regulations and any applicable rules made under those regulations or | |
any such enactment or subordinate legislation for the time being in force; | |
"Dematerialised" | the process by which Certificated Shares are or are to be converted into |
electronic form under the Strate system for trading on the JSE or are | |
converted into electronic form under CREST for trading on AIM, and | |
"dematerialisation" or "dematerialising" shall have a corresponding | |
meaning; | |
"Dematerialised Shareholder" | a Shareholder whose Ordinary Shares have been incorporated into the |
Strate system and CREST and which are no longer evidenced by a share | |
certificate or other Documents of Title; | |
"Documents of Title" | share certificates, certified transfer deeds, balance receipts or any other |
documents of title to Ordinary Shares; | |
"Euroclear" | Euroclear UK & International Limited, a company incorporated in |
England & Wales with registration number 02878738, being the Operator | |
of CREST; | |
"Group" | the Company and its subsidiaries; |
"JSE" | JSE Limited, a company incorporated under the laws of South Africa and |
registered under registration number 2005/022939/06 and licensed as an | |
exchange under the South African Financial Markets Act; | |
"London Stock Exchange" | London Stock Exchange PLC; |
"Notice" | the notice of the Annual General Meeting, which is set out at the end of |
this document; | |
"Ordinary Shares" | ordinary shares of 1 penny each in the capital of the Company; |
"Resolutions" | the resolutions to be proposed at the Annual General Meeting, as set out |
in the Notice; | |
"RNS" | the Regulatory News System; |
"Shareholders" | holders of Ordinary Shares; |
"South Africa" | the Republic of South Africa; |
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"Statutory Pre-EmptionRights" the statutory pre-emption rights contained in section 561 of the Companies Act;
"Strate"an electronic settlement environment for transactions to be settled and transfer of ownership to be recorded electronically, operated by Strate Proprietary Limited, a private company incorporated in accordance with the laws of South Africa and registered under registration number 1998/022242/07, and a registered central securities depository in terms of the South African Financial Markets Act and responsible for the electronic custody and settlement system used by the JSE;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland, its territories and dependencies;
"£" or "Pounds Sterling" Pounds Sterling, the lawful currency of the UK from time to time.
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Letter from the Chairperson
Jubilee Metals Group Plc
(incorporated and registered in England and Wales under company registration number 04459850)
Share code on AIM: JLP • ISIN: GB0031852162 • Share code JSE: JBL
Directors: | Registered office: |
Ollie Oliveira (Non-executive Chairperson) | First Floor |
Leon Coetzer (Chief Executive Officer) | 7/8 Kendrick Mews |
Dr Evan Kirby (Technical Director) | London |
Dr NM Phosa (Non-executive Director) | SW7 3HG |
Christopher Molefe (Non-executive Director) | |
Nicholas Taylor (Non-executive Director) | |
Tracey Kerr (Non-executive Director) | |
11 October 2023 |
To the Shareholders and for information only, to holders of options and warrants over the Company's Ordinary Shares
Dear Shareholder,
1. Introduction
This circular contains the formal notice of the Company's 2023 Annual General Meeting ("AGM") to be held at 11 a.m. UK time on 03 November 2023.
2. Attendance at the AGM
The AGM is an important event in the Company's corporate calendar and provides an opportunity for the Company's directors to engage with shareholders.
3. Changes to the AGM arrangements
If it is necessary to alter the arrangements for the AGM, shareholders will be notified promptly via RNS and the Company's website.
4. Annual General Meeting
The Annual General Meeting will be held at 11 a.m. (UK time) on 03 November 2023 at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG.
The Notice of the Annual General Meeting is on pages 08 to 09 of this document and contains routine items of business, with your Directors seeking renewal of the standard authorities granted at previous AGMs. The resolutions to be proposed at the AGM are set out in the Notice at the end of this document.
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Jubilee Metals Group plc published this content on 11 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 October 2023 06:04:07 UTC.