DEED POLL by GATELEY (HOLDINGS) PLC, a company incorporated and registered in England and Wales (company number 9310078), whose registered office is at One Eleven, Edmund Street, Birmingham B3 2HJ (the Company) in favour of the Recipient Shareholders (as defined below).
INTRODUCTION
As explained in the notice of annual general meeting addressed to the shareholders of the Company dated 26 September 2022 that is appended to this deed poll (the AGM Notice), the board of directors of the Company has become aware of a technical issue in respect of the Company's procedures for the payment of the following interim dividends (the Relevant Dividends):
the interim dividend of 2.2p per ordinary share paid on 16 March 2018;
the interim dividend of 2.6p per ordinary share paid on 15 March 2019; and
the interim dividend of 3p per ordinary share paid on 31 March 2022.
The Company has been advised that, as a result of the Relevant Dividends having been made otherwise than in accordance with the Companies Act 2006, it may have claims against past and present shareholders who were recipients of the Relevant Dividends (or their personal representatives (and their successors in title) if they are deceased) (the Recipient Shareholders).
Pursuant to the special resolution set out in the AGM Notice and duly passed by the Company's shareholders at the annual general meeting on 20 October 2022, the Company proposes to waive and release any and all claims which it has or may have in respect of the Relevant Dividends against the Recipient Shareholders and wishes to enter into this deed poll in favour of the Recipient Shareholders in order to effect that waiver.
THIS DEED POLL WITNESSES
RELEASE
The Company unconditionally and irrevocably waives and releases each of the Recipient Shareholders from any and all liability that any such Recipient Shareholder has or may have to the Company and all claims and demands the Company has or may have against each of them in connection with receipt by them of all or part of the Relevant Dividends.
GOVERNING LAW
This deed poll (including any non-contractual obligations arising out of or in connection with this deed poll) is governed by and interpreted in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the English Courts in relation to any claim or matter (whether contractual or non-contractual) arising under this deed poll.
THIS DEED POLL has been executed as a deed and delivered on the date first set out above
56648579.1
1
EXECUTED and DELIVERED as a DEED by
)
………………………………………
GATELEY (HOLDINGS) PLC acting by a
)
Director
director in the presence of:
)
Witness signature
Witness name
Address
Occupation
56648579.1
2
Attachments
Original Link
Original Document
Permalink
Disclaimer
Gateley (Holdings) plc published this content on 22 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 September 2022 07:34:04 UTC.
Gateley (Holdings) Plc is a legal and professional services company. The Company is engaged in the provision of commercial legal services together with complementary professional consultancy services. Its segments include Corporate, Business Service, People, and Property. The Corporate segment includes banking, corporate, commercial, technology and data, restructuring advisory, and taxation. The Business Service segment includes complex and international recovery, commercial dispute resolution/litigation, intellectual property, regulatory and business defense, and tweed (reputation, media, and privacy law). The People segment includes employment, pensions, and private clients. The property segment includes construction, planning, real estate, real estate dispute resolution, and residential development unit. The Companyâs subsidiaries include Entrust Pension Limited, Gateley Capitus Limited, Gateley Hamer Limited, International Investments Services Limited, and Kiddy & Partners Limited.