UDG Healthcare plc (the “Company”) confirms that an Extraordinary General Meeting (the “EGM”) of the Company will be held at the head office of the Company at UDG Healthcare plc, 20 Riverwalk, Citywest Business Campus, Citywest, Dublin 24, D24 NR23, Ireland on 26 January 2021 at 12.30 p.m., or if later as soon as possible thereafter as the Annual General Meeting of the Company convened for the same date and at the same place shall have been concluded or adjourned.
The circular which includes the Notice of the EGM (the “Circular”) and a Form of Proxy have been issued to shareholders today.
The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares (the “Resolutions”). Approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on the London Stock Exchange and remain eligible for continued admission to trading and listing on the London Stock Exchange, which is crucial to the interests of the Company and its shareholders as a whole.
The Circular, Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website at https://www.udghealthcare.com/investors/shareholder-services/egm-migration and will be available for inspection during normal business hours on any business day from the date of the Circular until the conclusion of the EGM at the registered office of the Company and in London at the address specified for this purpose in the Circular.
In accordance with UK Listing Rule 13.8.10, the Circular and the Articles of Association of the Company in the proposed amended form have also been submitted to the UK's National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Public Health Guidelines and the EGM
In light of the Irish Government’s Covid-19 restrictions in relation to public gatherings, and to prioritise the health and safety of our shareholders and other stakeholders who would ordinarily chose to attend the meeting, the Board of UDG have decided that the EGM (and the Annual General Meeting) will be held at our head office as noted above, with the minimum quorum in accordance with the Articles of Association of the Company and the Migration Act. Under the Migration Act the quorum for the EGM is at least 3 persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company.
Shareholders are requested not to attend the meeting in person but are encouraged to participate in the meeting electronically (details of how to join the meeting electronically are contained in the Circular) and to submit a Form of Proxy to ensure they can vote and be represented at the EGM. Instructions on how to appoint a proxy are set out in the notes to the Notice of EGM contained in the Circular and on the Form of Proxy.
For further information, please contact:
General Counsel & Company Secretary
Announcements relating to the EGM contain (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in the Circular with respect to Migration).
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which they are stated. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The information contained in this announcement, including the forward-looking statements, speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in the Circular, whether as a result of new information, future events or otherwise, except to the extent required by the Central Bank of Ireland, the UK Financial Conduct Authority or the London Stock Exchange or by applicable law.
The defined terms set out in Part 9 of the Circular have the same meaning herein.