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25TH MAY '10
Annual Report and Accounts 2010; Notice of 2010 AGM
Blue Planet European Financials Investment Trust PLC 25 May 2010
25 May 2010
Blue Planet European Financials Investment Trust PLC
Annual Report and Accounts 2010; Notice of 2010 AGM
Two copies of the Company's Annual Report and Accounts for the year ended 28 February 2010 and Notice of Meeting of Annual General Meeting 2010 have today been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
(Documents will normally be available for viewing shortly).
Information required by DTR 4.1 is included in the Preliminary Announcement issued on 22 April 2010.
A copy of the Annual Report and Accounts will be available on the Company’s website: http://www.blueplanet.eu/
You can also contact the Company on 0131 466 6666 or by emailing info@blueplanet.eu
Notice of Annual General Meeting
NOTICE is hereby given that the Ninth Annual General Meeting of Blue Planet European Financials Investment Trust plc (Registered No. SC192153) will be held at the Registered Office, Greenside House, 25 Greenside Place, Edinburgh EH1 3AA on 1st July 2010 at 4:00 pm for the following purposes:
Routine Business
As routine business, to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 6 will be proposed as ordinary resolutions and resolution 7 as a special resolution:
1. To receive the accounts for the financial year ended 28 February 2010, together with the reports of the Directors and auditors thereon;
2. To approve the Directors' Remuneration Report for the financial year ended 28 February 2010.
3. To elect Mr David Thomas as a Director of the Company.
Mr David Thomas, aged 60, retired in 2007 from Lloyds TSB Bank plc after 31 years service in North & South America, Europe and the United Kingdom. In the latter part of his career, he was International Banking Director, based in London, where his role involved reshaping and developing the bank’s diverse operations in Europe, the Middle East and Asia. Prior to this, he had led Lloyds TSB’s Latin American operations, with more than 4,500 staff in nine countries and revenues exceeding £250m from corporate banking, retail and private banking, and consumer finance. Until 2000, he had held various overseas posts, including chief executive of the Lloyds TSB Bank operations in France and, most recently, in Brazil. He was made an OBE in 2000 for services to the British Chamber of Commerce in Brazil. He now serves as Chairman on boards of three Luxembourg SICAVs sponsored by Lloyds TSB Group plc and is a non-executive director of UBA Capital (Europe) Limited. He is also a Governor of the English-Speaking Union of the Commonwealth, a director of the Brazilian Chamber of Commerce in Great Britain, and is a former Chairman of the Hispanic and Luso-Brazilian Council. The Directors believe his experience within the banking sector will be valuable to the Board’s deliberations and therefore recommend his election to the Board.
4. To re-elect Mr Kenneth Murray as a Director of the Company.
Mr Murray aged 51 is a Director of Blue Planet Investment Management Ltd, the Company’s Investment Manager and Chairman and Chief Executive of Blue Planet Investment Advisers Ltd, the Company’s administrator and Company Secretary. He is a Director of the Blue Planet Worldwide Financials Investment Trust plc, the ten Blue Planet Financials Growth & Income Investment Trusts plc and Blue Planet Investments Ltd. He commenced his career in the City of London as an Investment Analyst and was Senior Merchant Banking and Financial Sector Analyst at Greenwell Montagu Securities Limited. He held similar posts at Sheppards & Chase Stockbrokers Limited and Wood Mackenzie & Co Limited and was a Director of Fulton Prebon International Limited (one of the world's largest money brokers). In 1990, he founded The Bank of Edinburgh and was Managing Director until its sale in 1994. He was Chief Executive of Murray Financial Corporation plc until July 2003. The Directors believe it is important to have a representative of the Manager on the Board and therefore recommend Mr Murray’s re-election to the Board. He has been a Director of the Company since 1998.
5. To re-appoint Deloitte LLP as auditors and to authorise the Directors to fix their remuneration; and
6. THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 549(1)to(3),551(1) and 559 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares up to an aggregate nominal value of £2,735,000, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company whichever is the earlier, but so that such authority shall allow the Company to make offers or enter into agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired.
7. THAT the Directors be and are hereby empowered, until the expiry of 15 months after the date of the passing of this resolution or the conclusion of the next Annual General Meeting of the Company whichever is the earlier, pursuant to section 570(1) and (2) 573(3) and(5) of the Act to:
(a) allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority conferred by resolution as if section 561(1) of the Act did not apply to any such allotment; and
(b) sell ordinary shares (as defined in section 560(1) of the Act) in the Company if, immediately before the sale such shares are held by the Company as treasury shares (as defined in section 724(5) of the Act) ("treasury shares") for cash (as defined in section 727(2) of the Act) as if section 560(1) of the Act did not apply to any such sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares: (i) in connection with a rights issue, open offer and other pro rata issue or offer to shareholders where the equity securities respectively attributable to the interests of all such shareholders are proportionate (or as near as may be) to the respective number of shares held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws of, or requirements of any regulatory body or any stock exchange in, any territory;
(ii) the allotment of ordinary shares in connection with the Blue Planet Savings Plan (as amended from time to time);
(iii) (otherwise than pursuant to sub-paragraphs (i) and (ii) above) the allotment of equity securities up to £414,426 provided that the subscription price payable in respect of any security allotted pursuant to this sub-paragraph (iii) shall not be less than the most recent unaudited net asset value of the security concerned which is available at the time of allotment; but so that this authority shall allow the Company to make offers or enter into agreements before the expiry of this authority which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such offers or agreements as if the powers conferred hereby had not expired.
Non-Routine Business
As non-routine business, to consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:
8. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 693 and 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 50 pence each in the capital of the Company ("ordinary shares") on such terms and in such manner as the Directors may from time to time determine provided that: (a) the maximum number of ordinary shares hereby authorised to be purchased shall be 2,486,000;
(b) the minimum price which may be paid for an ordinary share shall be 10 pence which amount shall be exclusive of expenses, if any;
(c) the maximum price which may be paid for an ordinary share shall be not more than five per cent above the average of the middle market quotation derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased; and
(d) unless previously renewed, revoked or varied, the authority hereby conferred shall expire 15 months after the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company whichever is the earlier, save that the Company may prior to such expiry enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry and may make purchases of ordinary shares pursuant to it as if the authorities had not expired.
By order of the Board
Blue Planet Investment Advisers Ltd
Company Secretary
Edinburgh
21 May 2010
Notes
1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders entered in the register of members of the Company as at 6:00pm on 29 June 2010 or, if the meeting is adjourned, in the register of members at 6:00pm pm on the second day prior to the day of any adjourned meeting, shall be entitled to attend, speak and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after 6:00pm on 29 June 2010 or, if the meeting is adjourned, in the register of members after 6:00pm on the second day prior to the day of the adjourned meeting, shall be disregarded in determining the rights of any person to attend, speak or vote at the meeting or at any such adjournment. Shareholders of the Company are reminded that they have a right under section 319A of the Companies Act 2006 to ask questions at the Annual General Meeting
2. A member entitled to attend, speak and vote at a meeting convened by the foregoing Notice is entitled to appoint a proxy or a corporate representative (who need not be a member of the Company) to attend, speak and vote instead of him/her .A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him\her. If no name is entered, the return of the proxy form duly signed will authorise The Chairman of the Meeting to act as your proxy.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmitted so as to be received by the Company’s agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) the issuer’s agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting.
CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations 2001. In any case your proxy form must be received by the Company’s registrars no later than 48 hours before the time appointed for the meeting.
3. A Form of Proxy for use at the above Meeting and the letter of power of attorney (if any) or other authority under which it is signed or a notarially certified copy of such power or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Directors should be deposited at the office of the Company’s registrar, Capita Registrars, Proxies Department PO Box 25, Beckenham, Kent BR3 4BR, not less than 48 hours before the time of the Meeting ( disregarding any part of a day that is not a working day).
4. Completion of a Form of Proxy will not prevent shareholders from attending a Meeting and voting in person should they so wish but this will terminate the Proxy’s appointment.
5. If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the Meeting either in person or by proxy, but if more than one joint holder is present at the Meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on the form of proxy.
6. If this form is returned without any indication as to how the person(s) appointed shall vote on the resolutions, such person(s) will exercise his/her/their discretion as to how to vote or whether to abstain from voting.
7. Information regarding this notice of Annual General Meeting including the total voting rights of members can be found on the Blue Planet website www.blueplanet.eu
8. The Company's share capital in respect of which members are entitled to exercise voting rights at the Annual General Meeting consists of 16,042,469 ordinary shares each carrying one vote.
Email address
According to Section 333A of the Companies Act 2006 all validly executed documents and information relating to proxies may be returned by scan emailed to ssd@capitaregistrars.com, subject to the following limitations specified by the Company:
1. Proof of delivery is required as proof of receipt.
2. Emails received may not be acknowledged otherwise.
3. Any email must be received five working days before any deadline for receipt stated in the Notice of the Annual General Meeting, Attendance Card and Form of Proxy or other communication from the Company, unless expressly waived in writing by the Company, which decision will be made in its absolute discretion.
4. Proxy cards which are defaced, illegible or otherwise cannot be processed will be deemed an appointment of the Chairman as proxy to vote how he or she sees fit, or rejected altogether, at the absolute discretion of the Company.
5. The Company may, in its absolute discretion, require any document received by email to be presented in addition by hard copy by any deadline stated in the Notice of the Annual General Meeting, Attendance Card and Form of Proxy or other communication from the Company, and to require supporting documentation, including but not restricted to proof of identity and proof of authority to execute any document submitted.
6. All other restrictions and instructions given in the Notice of the Annual General Meeting, Attendance Card and Form of Proxy or other communication from the Company shall remain in full force.