ThinkSmart Limited 2020 Annual General Meeting to be virtual only (4112E)
November 05 2020 - 6:10AM
UK Regulatory
TIDMTSL
RNS Number : 4112E
ThinkSmart Limited
05 November 2020
05 November 2020
ThinkSmart Limited
("ThinkSmart" or the "Company" which together with its
subsidiaries is the "Group")
2020 Annual General Meeting to be virtual only
The 2020 Annual General Meeting ("AGM") of ThinkSmart Limited
(AIM: TSL), a specialist digital payments platform business, is
scheduled to be held at 8.30am (GMT) on Wednesday 11 November 2020
at the offices of Canaccord Genuity, 88 Wood Street, London EC2V
7QR.
The Company advised in its Notice of AGM dated 15 October 2020
that COVID-19 government restrictions may change prior to the AGM
that require the Company to change the manner in which the AGM is
to be held, including the possibility of holding the AGM via
virtual means. Shareholders were strongly encouraged to lodge a
directed proxy form prior to the AGM.
After the Company released its Notice of AGM, the United Kingdom
government announced a four week lockdown commencing on 5 November
2020. Accordingly, shareholders will no longer be able to attend
the AGM in person.
The Corporations (Coronavirus Economic Response) Determination
(No.3) 2020 ("Determination") permits meetings to be held
virtually, provided that shareholders have an opportunity to
participate in the meeting and ask questions, all votes taken at
the meeting are taken on a poll and shareholders are entitled to
vote in real time. Therefore, the Company has considered it
necessary to amend the process for attending and voting at the AGM.
To facilitate this change and to ensure the Company complies with
the Determination, the Company will conduct the AGM via a live
videoconference, with shareholders (and their proxies) being able
to cast votes in real time during the AGM via the Lumi voting
software.
All resolutions at the AGM will be decided on a poll. The poll
will be conducted based on votes submitted by proxy and online
voting at the AGM in accordance with the instructions set out
below.
All Shareholders who would like to have their vote counted must
either:
-- Vote by lodging a Proxy Form no later than 4.30pm (AWST) on
Monday 9 November 2020 (recommended) . Shareholders are strongly
encouraged to lodge a Proxy Form appointing the Chair of the AGM as
their proxy. Shareholders can complete the Proxy Form that was
enclosed with the Notice of AGM to provide specific instructions on
how a shareholder's vote is to be cast on each item of business,
and the Chair must follow those instructions. Lodgement
instructions are set out in the Proxy Form attached to the Notice
of AGM. If a person other than the Chair is appointed as proxy, the
proxy must attend the live videoconference and vote live via the
Lumi voting software (see below). The proxy will revert to the
Chair in the absence of the appointed proxy holder's attendance at
the meeting; or
-- Shareholders (or their proxies) who wish to participate via
the live videoconference and vote live at the AGM should contact
the Company. The AGM will be accessible to all shareholders (and
their proxies) via a live videoconference, which will allow
shareholders (and their proxies) to listen and observe the AGM and
ask questions on the business of the AGM. Shareholders (and their
proxies) attending the live videoconference will be able to vote in
real time via the Lumi voting software. To access the AGM by
videoconference and vote via Lumi shareholders (or their proxies)
should submit a request to the Company at
www.thinksmartworld.com/contact to be provided with a link to the
live videoconference and instructions on how to use the Lumi voting
software.
The Directors remind all Depositary Interest ("DI") holders who
would like to have their vote counted to either:
-- submit their CREST Voting Instruction to the Company's agent
by the required cut off time published in the Notice of AGM (6
November 2020 at 8.30am (GMT)); or
-- vote using the Form of Instruction sent out with the Notice
of AGM from the Company's agent. The Form of Instruction must be
sent to Computershare UK, by 6 November 2020 at 8:30am (GMT).
DI holders may attend the AGM via the live videoconference but
will not be permitted to vote at the AGM. To access the AGM by
videoconference DI holders should submit a request to the Company
at www.thinksmartworld.com/contact to be provided with a link to
the live videoconference.
As previously announced, subject to shareholder approval at the
Company's 2020 AGM, the Company intends to return an amount to
shareholders of approximately A$6.5 million, consisting of a return
of share capital of approximately A$4.9 million by way of a capital
reduction to be effected by the Company paying up to 4.575 cents
per share (or depositary interest) and an unfranked dividend of
approximately A$1.6 million being 1.525 cents per share (or
depositary interest), to each registered holder of the shares as at
the proposed record date of 5:00pm (GMT) on Friday, 13 November
2020 with payment expected to be made on 9 December 2020. Payments
will be made to shareholders in AUD unless the shareholder has made
a currency election to receive in GBP or EUR, and payments to DI
holders will be made in GBP unless the DI holder, via their
nominee, has made a currency election to receive in AUD. The last
day for currency elections will be 27 November 2020. At the date of
the Notice of AGM, the Group had approximately A$18 million of cash
or cash equivalents.
Copies of the 2020 Annual Report and Accounts, including the
Notice of AGM and Proxy Form are for viewing on the Company's
website www.thinksmartworld.com.
For further information please contact:
ThinkSmart Limited Via Buchanan
Ned Montarello
Canaccord Genuity Ltd (Nominated Adviser
and Broker)
Sunil Duggal
David Tyrrell
Andrew Potts
Tom Diehl +44 (0)20 7523 8350
Buchanan
Giles Stewart
Toto Berger +44 20 7466 5000
Notes to Editors
About ThinkSmart Limited
ThinkSmart is a specialist digital payments platform business.
It offers investors unique exposure to the UK 'Buy Now Pay Later'
payments sector undergoing exponential growth, driven by ongoing
digital transformation of consumer shopping habits and financial
services.
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END
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