RAPIDCLOUD INTERNATIONAL PLC If you have sold or otherwise transferred all of your Ordinary Shares in RapidCloud International Plc (the 'Company'), please forward this document, together with the accompanying Form of Proxy and Cash Dividend Election, at once 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. Such documents should not however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.
(incorporated in Jersey and registered with number 112593)
Notice of a General Meeting of the Company to be held at 4 p.m. MY / 8 a.m. BST on 18 November 2015 at the offices of RapidCloud International Plc at B-9-9, Capital 2, Oasis Square, No.2, Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor, Malaysia is set out at the end of this circular. A Form of Proxy for use at the General Meeting is enclosed. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon to Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible but in any event so as to arrive not later than 8 a.m. BST on 16 November 2015 together with any power of attorney or other authority (or a notarially certified copy thereof) under which it is signed. Alternatively, if you hold Ordinary Shares in uncertificated form, you may also appoint a proxy by completing and transmitting a CREST proxy instruction in accordance with the procedures set out in the CREST Manual ensuring that it is received by Capita Asset Services (under CREST participant ID: RA10) by no later than 8 a.m. BST on 16 November 2015 (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). Completion and return of a Form of Proxy or use of the CREST electronic proxy appointment service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.
A Cash Dividend Election in respect of the Reverse Scrip Dividend Scheme is enclosed. To be valid, the Cash Dividend Election should be completed, signed and returned in accordance with the instructions printed thereon to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon as possible but in any event so as to arrive not later than 5 p.m. BST on 11 December 2015 together with any power of attorney or other authority (or a notarially certified copy thereof) under which it is signed. All Shareholders (including Shareholders who hold Ordinary Shares through CREST) must complete a Cash Dividend Election if they wish to receive dividends in cash for the period of operation of the Reverse Scrip Dividend Scheme. Any elections made using the CREST system will be invalid and will not be accepted. Certificated Shareholders' who submit a Cash Dividend Election will make an 'evergreen' election, which will be effective in respect of all future dividends to which the Reverse Scrip Dividend Scheme applies. CREST Shareholders will be required to submit a Cash Dividend Election for each and every payment where cash is required instead of shares. No acknowledgement of receipt of Cash Dividend Elections will be given.
Copies of this document and the enclosed Cash Dividend Election and Reverse Scrip Dividend Scheme Terms and Conditions will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of RapidCloud International Plc at B-9-9, Capital 2, Oasis Square, No.2, Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor, Malaysia and on the Company's website, from the date of this document until the expiry of the election period for the Interim Dividend on 11 December 2015. The Cash Dividend Election and Reverse Scrip Dividend Scheme Terms and Conditions will also be available to download from the 'Investor Relations' section of the Company's website atwww.rapidcloudasia.com for the duration of the Reverse Scrip Dividend Scheme.
RAPIDCLOUD INTERNATIONAL PLC(incorporated in Jersey and registered with number 112593)
Directors: Registered Office:
Mr David Vernon Cotterell (Non-Executive Chairman) 13-14 Esplanade
Mr Chee Han Wen (Chief Executive, Managing Director and Founder)
Mr Chew Man Fai (Technical Director) Mrs Chong Lip Kian (Operations Director) Miss Cindy Choo (Finance Director)
Mr Du Kiat Wai (Non-Executive Director)
Mr Brian Wong Wye Pong (Non-Executive Director)
St Helier Jersey JE1 1BD
2 November 2015
Dear Shareholder
-
NOTICE OF GENERAL MEETING
I am pleased to be writing to you with details of a General Meeting which we are holding at the offices of RapidCloud International Plc at B-9-9, Capital 2, Oasis Square, No.2, Jalan PJU 1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor, Malaysia on 18 November 2015 at 4.00 p.m. MY
/ 8.00 a.m. BST. The formal notice of General Meeting is set out on Appendix 1 of this document.
If you would like to vote on the resolutions but cannot come to the General Meeting, please fill in the Form of Proxy sent to you with this notice and return it to our Registrars, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, as soon as possible. Alternatively, you may appoint a proxy electronically viawww.capitashareportal.com or, if you hold your shares in CREST, through the CREST system. The Registrars must receive your proxy appointment by no later than 8.00 a.m. BST on 16 November 2015 (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). The completion and return of a Form of Proxy or use of the CREST electronic proxy appointment service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.
Full details of the business of the meeting and the resolutions that will be put to Shareholders are set out in the notice of General Meeting enclosed at Appendix 1. The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders and will be voting in favour of the proposed resolutions in respect of their own beneficial shareholdings and unanimously recommend that you do so as well.
-
INTERIM DIVIDEND AND REVERSE SCRIP DIVIDEND SCHEME
In addition to asking the Shareholders to approve the payment of an interim dividend of £0.0067 per Ordinary Share for the financial period ended 31 December 2014 ('Interim Dividend'), the Directors will be asking Shareholders to approve the implementation of a Reverse Scrip Dividend Scheme, whereby Shareholders will by default receive new Ordinary Shares credited as fully paid
instead of cash, in respect of all dividends offered by the Company for the duration of the scheme ('Reverse Scrip Dividend Scheme'). If Shareholders wish to instead receive their dividends as cash, they should submit a Cash Dividend Election form as detailed below at paragraph 3. Implementation of the Reverse Scrip Dividend Scheme is subject to its being approved by the Shareholders at the General Meeting, therefore if the Shareholders do not approve the Reverse Scrip Dividend Scheme, the Interim Dividend will be paid in cash in the usual way. The Directors have requested that the Shareholders authorise the Reverse Scrip Dividend Scheme for a period of five years until the earlier of: (i) the date five years from the passing of the Shareholder resolution to approve the Reverse Scrip Dividend Scheme; or (ii) the date of the Company's 2020 annual general meeting, following which the Reverse Scrip Dividend Scheme will lapse unless it is re-approved by the Shareholders.
The benefit to Shareholders of receiving future dividends as new Ordinary Shares rather than cash is that they can increase their shareholding in the Company without paying dealing costs or stamp duty. Payment of a scrip dividend is also beneficial to the Company as the cash that would otherwise be paid out in dividends is retained within the business. Shareholders should note however that the price of the Ordinary Shares can go down, as well as up. The decision to participate in the Reverse Scrip Dividend Scheme is therefore for each Shareholder to take individually, based on their own circumstances and the attached terms and conditions of the Reverse Scrip Dividend Scheme set out at Appendix 2.
Any Shareholder who does not wish to participate in the Reverse Scrip Dividend Scheme and wants to receive dividends in the usual way in cashmust submit a completed Cash Dividend Mandate as detailed below at paragraph 3. Subject to its approval by the Shareholders, all dividends announced for the duration of the Reverse Scrip Dividend Scheme will otherwise be paid to Shareholders in the form of new Ordinary Shares.
-
PARTICIPATION IN THE REVERSE SCRIP DIVIDEND SCHEME AND ELECTION TO RECEIVE CASH INSTEAD OF SHARES
Shareholders will by default participate in the Reverse Scrip Dividend Scheme and will therefore receive all future dividends paid for the duration of the Reverse Scrip Dividend Scheme in the form of new Ordinary Shares, instead of in cash. Shareholders who instead wish to receive dividends in cash must complete, sign and date the enclosed Cash Dividend Election and return it to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, to elect to receive dividends in the form of cash rather than new Ordinary Shares. Completed Cash Dividend Election forms must be received by the Registrars by 5.00 p.m. BST on 11 December 2015 in order for Shareholders to receive the Interim Dividend in the form of cash rather than new Ordinary Shares. For certificated Shareholders, any Cash Dividend Elections received after this time will be valid only in respect of future dividends and will not apply to the Interim Dividend, which will be paid in the form of new Ordinary Shares. For non- certificated Shareholders any Cash Dividend Elections received after this time will be rejected and will not apply to the Interim Dividend, which will be paid in the form of new Ordinary Shares.
All certificated Shareholders must submit a Cash Dividend Election to receive their dividends in cash for the duration of the Reverse Scrip Dividend Scheme. Such elections will be made on an 'evergreen' basis and will apply to each future dividend to which the Reverse Scrip Dividend
Scheme applies, as well as to the Interim Dividend. Elections made by certificated Shareholders may be made only in respect of a Shareholder's entire shareholding and may not be made in respect of part only. Subject to the time-limits of the scheme, once a valid Cash Dividend Election has been received in respect of a Shareholder, such Shareholder will need to give notice in writing to the Registrars to cancel their election and to elect to instead receive their dividend in the form of new Ordinary Shares under the Reverse Scrip Dividend Scheme.
Shareholders who hold their Ordinary Shares in uncertificated form through CREST can only elect to receive dividends in cash by submitting a Cash Dividend Election in the form as detailed above. No Shareholder will be able to make a Cash Dividend Election via CREST. Cash Dividend Elections submitted by uncertificated Shareholders will not be 'evergreen' and Shareholders will be required to submit a Cash Dividend Election for each payment if the cash option is required. Uncertificated Shareholders will be able to make partial Cash Dividend Elections.
Your particular attention is drawn to the full terms and conditions of the Reverse Scrip Dividend Scheme set out at Appendix 2.If you wish to take your dividends in the form of new Ordinary Shares youdo not need to take any action. Your dividends in respect of the Interim Dividend will be paid on 29 December 2015.
- BASIS OF ENTITLEMENT
The entitlement of Shareholders to new Ordinary Shares will be calculated on the number of Ordinary Shares held by each Shareholder on 27 November 2015 (the 'Record Date'). The formula used in calculating the maximum entitlement of each Shareholder will be as follows:
Number of Ordinary Shares held at the Record Date x final cash Interim Dividend
share price
The share price will be calculated based on the average of the middle market quotations on the London Stock Exchange for the Ordinary Shares on the day on which they are first quoted 'ex' dividend and the four subsequent dealing days. The value of each Shareholder's entitlement will be rounded to ensure that it is as nearly as possible equal to but not greater than the cash amount of the cash dividend (disregarding any tax credit). Where calculation of a Shareholder's entitlement would result in a Shareholder being entitled to less than one new Ordinary Share, no fraction of Ordinary Shares will be issued, and the relevant amount of the dividend will instead be retained for the benefit of the Company.
For your protection, the Directors may (at their discretion) dis-apply the Reverse Scrip Dividend Scheme and pay a cash dividend instead in respect of the Interim Dividend if, by 11 December 2015, the middle market quotation for the Ordinary Shares falls by 15% or more from the share price used to calculate your entitlement. The Directors may also pay a cash dividend instead if, by 11 December 2015, the middle market quotation for the Ordinary Shares rises by 15% or more from the share price used to calculate your entitlement.
|
distributed by
|
