MURGITROYD GROUP LIMITED
UK Gazette Notices
27 December 2019
Roads & highways
ROAD RESTRICTIONS
STIRLING COUNCIL
ROADS (SCOTLAND) ACT 1984
SPEED CUSHIONS AT GLEN ROAD, DUNBLANE
The STIRLING COUNCIL, under Section 36 of the Roads (Scotland)
Act 1984, propose to construct road cushions as detailed in the
Schedule hereto with a view to improving road safety by slowing
traffic speeds at Glen Road, Dunblane.
A COPY of the plan showing the location affected by the proposal can
be examined at the Stirling Council Offices, Environment and Place,
Endrick House, Stirling during office hours.
Objectors must state their reasons in writing to the Manager Roads
and Land, Environment and Place, Endrick House, Stirling, FK7 7SN
by 22 January 2020 by quoting reference number TM/6 – RH/2019(5).
SCHEDULE
Road in Dunblane Hump Type Location
Glen Road Rubber speed
cushions will be
provided which is 2
metres in length with
1.65 metres width
and 75mm height.
The cushions will be
laid with white retro-
reflective teeth.
60 metres or thereby
east of the Four Ways
Roundabout and
again at 120 metres
and 180 metres.
ENVIRONMENT & INFRASTRUCTURE
OTHER NOTICES
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 26/11/2019
Effective date of Merger 26/11/2019.
Merging companies:
1 – SAFETY DRIVE LIMITED – Company Number 05323093 (England
& Wales)
2 – SIEMSEN UND ROHRSCHEID GMBH – Company number
HRB205516 (Germany)
New company:
3 – SIEMSEN UND ROHRSCHEID GMBH – Company number
HRB205516 (Germany)
Louise Smyth, Registrar of Companies for England and Wales
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 07/12/2019
Effective date of Merger 06/12/2019.
Merging companies:
1 – Simpleworks Int. Limited – Company Number 06342744 (England
& Wales)
2 – Simpleworks GMBH – Company number HRB31582 (Germany)
New company:
3 – Simpleworks GMBH – Company number HRB31582 (Germany)
Louise Smyth, Registrar of Companies for England and Wales
LORDSHIP TITLES
TAKE NOTICE that exclusive hereditary rights derived from the
following title:
Manorial Lordship Title of Westhill, Alvechurch Parish, Worcestershire
have been conveyed to Benjamin Demchak of Pensylvania USA on
the 18th December 2019.
It should be noted that the title has been created by legal process, not
through a re-grant or reestablishment by the Crown.
All enquiries to Manorial Counsel Limited, The Icon, Daventry, NN11
0QB
Solicitors acting; Hatton Solicitors, 1 Sheaf Street, Daventry,
Northamptonshire, NN11 4AA. SRA number 125364 (ref Hatton’s) as
agents for and on behalf of Manorial Counsel Limited England and
Wales 8464518 Welton Pumping Station, Watford Road, Welton,
Northamptonshire NN11 2NE.
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 05/12/2019
Effective date of Merger 22/11/2019.
Merging companies:
1 – B-CONCEPT LIMITED – Company Number 5952279 (England &
Wales)
2 – B-CONCEPT INFORMATIONS – TECHNOLOGIE GMBH –
Company number HRB 11598 (Germany)
New company:
3 – B-CONCEPT INFORMATIONS – TECHNOLOGIE GMBH –
Company number HRB 11598 (Germany)
Louise Smyth, Registrar of Companies for England and Wales
We hereby notice that Rev. Dr. KWAKU SAPON DARKWA, having
satisfied the requirements, will be Consecrated to the Office of a
Bishop in 2020 in Ghana by GPN Worldwide Global Executive.
Great Partners Network Worldwide (GPN)
HQ: via canova bocchi 1, 26049, Stagno lombardo, Cremona, Italy.
www.gpnworldwide.com
COMPLETION OF CROSS-BORDER MERGER
Notice is hereby given that a formal notification was received by me
confirming the completion of a cross-border merger under Directive
2005/56/EC. Details are as follows:
Date of receipt of notification: 09/12/2019
Effective date of Merger 05/12/2019.
Merging companies:
1 – MPK SYSTEMS LTD – Company Number 06833509 (England &
Wales)
2 – MPK SYSTEMS GROUP GMBH – Company number
HRB206795B (Germany)
New company:
3 – MPK SYSTEMS GROUP GMBH – Company number
HRB206795B (Germany)
Louise Smyth, Registrar of Companies for England and Wales
IN THE COURT OF SESSION
NOTICE IS HEREBY GIVEN that pursuant to an order of the Court
dated 28 November 2019 it was ordered as follows:
Philip Stephen Bowers, Insolvency Practitioner, of Deloitte LLP, 1 New
Street Square, London, EC4A 3HQ, IP Number 009630, who was
appointed as joint administrator of the companies listed in the table
below be removed from office and released from liability (in terms of
paragraphs 88 and 98(2)(c) of Schedule B1 to the Insolvency Act
1986) with effect from 28 November 2019
Schedule of Cases
No. Name of
Compan
y
Registere
d
Number
of
Compan
y
Registere
d office
of
Compan
y
Date of
Appoint
ment
Court
Case
Reference
Number
1. Harkand
Global
Holdings
Limited
SC42991
Deloitte
LLP, 110
Queen
Street,
Glasgow,
G1 3BX
04/05/-
P404/16
2. Integrate
d
Subsea
Services
Limited
SC22838
Deloitte
LLP, 110
Queen
Street,
Glasgow,
G1 3BX
04/05/-
P425/16
3. ISS (HR
Services)
Limited
SC27379
Deloitte
LLP, 110
Queen
Street,
Glasgow,
G1 3BX
04/05/-
P413/16
4. ISS
Group
Holdings
One
Limited
SC39421
Deloitte
LLP, 110
Queen
Street,
Glasgow,
G1 3BX
04/05/-
P405/16
If you have enquiries about this notice please contact either: Holly
Holgate, Deloitte LLP, 1 New Street Square, London EC4A 3HQ, E:
[email protected], T: 020 7007 2530 or Peter Mackie, Deloitte
LLP, 5th Floor, 110 Queen St, Glasgow, G1 3BX, e:
[email protected], T: 0141 304 5685.
SCHEME OF ARRANGEMENT IN THE MATTER OF MURGITROYD
GROUP PLC
Notice is hereby given that on 19 December 2019, a certified copy of
an order of the Court of Session dated 17 December 2019
sanctioning a Scheme of Arrangement (the “Scheme”), under Part 26
of the Companies Act 2006 and between Murgitroyd Group PLC a
public company incorporated under the Companies Acts, with the
registered number SC221766 and with its registered office at
OTHER NOTICES
Murgitroyd House, 165-169 Scotland Street, Glasgow, G5 8PL, and
the Scheme Shareholders (as defined in the Scheme) was delivered
to, and registered by, the Registrar of Companies in Scotland. On
delivery of that order, the Scheme became effective in accordance
with its terms.
Burness Paull LLP
50 Lothian Road
Edinburgh
EH3 9WJ
Solicitors for the Company
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
OTHER NOTICES
COMPANIES RESTORED TO THE REGISTER
2 December 2019
NI044704 SCHLUMBERGER WCP LIMITED
HELEN SHILLIDAY
REGISTRAR OF COMPANIES
NOTICE IS HEREBY GIVEN, PURSUANT TO SECTIONS 1064 AND
1077 OF THE COMPANIES ACT 2006, THAT IN RESPECT OF THE
UNDERMENTIONED COMPANY NOTICE OF APPOINTMENT OF A
LIQUIDATOR WAS REGISTERED RECEIVED BY ME ON 18/11/2019
AND REGISTERED ON 25/11/2019.
NI623171 STUDIO SOUK
HELEN SHILLIDAY
REGISTRAR OF COMPANIES
DEPARTMENT OF JUSTICE
THE REHABILITATION OF OFFENDERS (EXCEPTIONS)
(AMENDMENT) ORDER (NORTHERN IRELAND) 2019
The Department of Justice has made a Statutory Rule entitled "The
Rehabilitation of Offenders (Exceptions) (Amendment) Order (Northern
Ireland) 2019 " (S.R. 2019 No. 241), which comes into operation on 1
December 2019.
This rule amends the Rehabilitation of Offenders (Exceptions) Order
(Northern Ireland) 1979 by making adjustments to the definition of a
“protected conviction” in Article 1A of that Order to allow more than
one offence to become ‘protected’.
Protected convictions are old and minor convictions that need no
longer be declared and cannot be taken into account in employment
decisions in certain circumstances.
This Rule may be purchased from the Stationery Office at
www.tsoshop.co.uk or by contacting TSO Customer Services on 0333
202 5070, or viewed online at http://www.legislation.gov.uk/nisr/
2019/214/made
MURGITROYD GROUP PLC
Notice is hereby given that in a Petition (the “Petition”) which was
presented to the Court of Session (the “Court”) on 25 October 2019
by Murgitroyd Group PLC, (the “Company”) a public company
incorporated under the Companies Acts, with the registered number
SC221766 and with its registered office at Murgitroyd House, 165-169
Scotland Street, Glasgow, G5 8PL; for sanction of a Scheme of
Arrangement (the “Scheme”), pursuant to part 26 of the Companies
Act 2006 (the “Act”) between the Company and the class of its
members who are together defined in the Scheme as “Scheme
Shareholders”, being holders of its ordinary shares of 10 pence each.
At a meeting held under the authority of the Court on 26 November
2019 (the “Meeting”) the Scheme Shareholders voted to approve the
Scheme. At a general meeting held on the same date, the Company
passed a related special resolution and a related ordinary resolution.
The terms of those resolutions are set out in the Circular which is
referred to below (the “Circular”).
Following the Meeting, and by order dated 27 November 2019, the
Court (i) ordered that the Petition should be advertised once in each
of the Edinburgh Gazette, The Herald and The Times (English and
Scottish editions); and (ii) allowed all persons claiming an interest in
the Petition to lodge answers to the Petition, if so advised, at the
Court, Parliament House, 2 Parliament Square, Edinburgh E1 1RQ,
within 14 days of the last of those advertisements.
The Court hearing to sanction the Scheme is expected to be held on
17 December 2019 at the Court, the address of which is Parliament
House, 2 Parliament Square, Edinburgh E1 1RQ.
A copy of the Circular, incorporating the Scheme and the explanatory
statement which is required to be furnished pursuant to section 897 of
the Act, has been published and is available for Scheme Shareholders
on the Company’s website, www.murgitroydgroup.com. The Circular
was sent in advance of the Meeting to, among others, the Scheme
Shareholders. Further copies of the Circular may be obtained by
contacting Murgitroyd’s registrars during business hours on +44 (0)
371 664 0321 or by submitting a request in writing to Murgitroyd’s
registrars at Link Asset Services, The Registry, PXS1, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU.
Any Scheme Shareholder, or other person who considers that they
have an interest in the Scheme (each an “Interested Party”) and who
is concerned that the Scheme may adversely affect them, is entitled
to lodge written answers to the Petition and to be heard by the Court
as explained below.
If an Interested Party wishes to raise concerns in relation to the
Scheme with the Court, or appear at the Court hearing, they should
seek independent legal advice and lodge written answers to the
Petition with the Court at the above address within 14 days after the
publication of the last of the advertisements which are referred to
above and pay the required fee. Written answers are a formal Court
document which must comply with the rules of the Court and are
normally prepared by Scottish legal counsel.
The Court’s practice is also to consider written objections which are
not in the form of written answers and/or allow an Interested Party
who has not lodged written answers to appear at the Court hearing.
Each Interested Party should note that the Court might require an
Interested Party to lodge written answers in order to raise objections
to the Scheme and/or appear at the Court Hearing.
Burness Paull LLP
OTHER NOTICES
50 Lothian Road
Edinburgh
EH3 9WJ
Solicitors for the Petitioner
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
COMPANY LAW SUPPLEMENT
The Company Law Supplement details information notified to, or by,
the Registrar of Companies. The Company Law Supplement to The
London, Belfast and Edinburgh Gazette is published weekly on a
Tuesday.
These supplements are available to view at https://
www.thegazette.co.uk/browse-publications.
Alternatively use the search and filter feature which can be found here
https://www.thegazette.co.uk/all-notices on the company number
and/or name.
OTHER NOTICES
MONEY
PENSIONS
NOTICE UNDER THE TRUSTEE ACT 1925
THE PRUDENTIAL MONEY PURCHASE MASTERPLAN
THE PRUDENTIAL CONTRACTED-OUT MONEY PURCHASE
MASTERPLAN
THE PRUDENTIAL GROUP PENSION SAVINGS PLAN
(TOGETHER, THE "SCHEMES")
This notice is addressed to anyone who is either an employee or a
former employee of a company that participated in one of the
Schemes or is related to such an employee. While the names set out
above are the formal names for the Schemes, the Schemes may also
be known by a name which includes the name of your (ex)-employer.
A list of participating companies can be found on the following
webpage:
https://www.pru.co.uk/mastertrust
This notice only applies to the Schemes listed above and does not
relate to any Prudential Personal or Stakeholder Pension Schemes.
The Trustee of the Schemes, Prudential Corporate Pensions Trustee
Limited, has given notice that the Schemes are now closed and in the
process of being wound-up with effect from 6 April 2019.
All known members of the Schemes have been mailed with details of
the winding-up process and options available to them.
If you are or have previously been employed by one of the employers
listed and believe that you have made contributions into a pension
arrangement with that employer, and you have not already been
notified by the Trustee of the winding-up, you should write to
Prudential providing your details. Similarly, you should contact
Prudential if you are a spouse, civil partner, child or dependant of
such a person.
When writing you should include the following details to help verify
your identity: your name, National Insurance number, date of birth and
current postal address. A full list of acceptable identification
documents can be found on the webpage.
These should be sent to the MPP Service Centre, Prudential,
Lancing, BN15 8GB by 31 January 2020. If you have any questions
you can telephone us on 0345 300 2634 or, if outside the UK, +44
178 644 8844
If you have already been contacted regarding the winding-up, there is
no need to respond to this notice.
Issued on behalf of Prudential Corporate Pensions Trustee Limited
NOTICE UNDER THE TRUSTEE ACT 1925
THE PRUDENTIAL MONEY PURCHASE MASTERPLAN
THE PRUDENTIAL CONTRACTED-OUT MONEY PURCHASE
MASTERPLAN
THE PRUDENTIAL GROUP PENSION SAVINGS PLAN
(TOGETHER, THE "SCHEMES")
This notice is addressed to anyone who is either an employee or a
former employee of a company that participated in one of the
Schemes or is related to such an employee. While the names set out
above are the formal names for the Schemes, the Schemes may also
be known by a name which includes the name of your (ex)-employer.
A list of participating companies can be found on the following
webpage:
https://www.pru.co.uk/mastertrust
This notice only applies to the Schemes listed above and does not
relate to any Prudential Personal or Stakeholder Pension Schemes.
The Trustee of the Schemes, Prudential Corporate Pensions Trustee
Limited, has given notice that the Schemes are now closed and in the
process of being wound-up with effect from 6 April 2019.
All known members of the Schemes have been mailed with details of
the winding-up process and options available to them.
If you are or have previously been employed by one of the employers
listed and believe that you have made contributions into a pension
arrangement with that employer, and you have not already been
notified by the Trustee of the winding-up, you should write to
Prudential providing your details. Similarly, you should contact
Prudential if you are a spouse, civil partner, child or dependant of
such a person.
When writing you should include the following details to help verify
your identity: your name, National Insurance number, date of birth and
current postal address. A full list of acceptable identification
documents can be found on the webpage.
These should be sent to the MPP Service Centre, Prudential,
Lancing, BN15 8GB by 31 January 2020. If you have any questions
you can telephone us on 0345 300 2634 or, if outside the UK, +44
178 644 8844
If you have already been contacted regarding the winding-up, there is
no need to respond to this notice.
Issued on behalf of Prudential Corporate Pensions Trustee Limited
MONEY
COMPANIES RESTORED TO THE REGISTER
Notice is hereby given that on 12th November 2019 a Petition was
presented to Kilmarnock Sheriff Court by CENTRESTAGE
COMMUNITIES LTD, a registered charity (SCO 39611) and company
limited by guarantee and registered under the Companies Acts and
having its registered office at 11-13 James Little Street Kilmarnock
KA1 4AT, for an Order in terms of Section 1029 of the COMPANIES
ACT 2006 to restore CS Communities (Retail) Limited Company
Number SC455521 to the Register of Companies. In which Petition,
Sheriff McFarlane, by Interlocutor 12 November 2019 appointed all
persons having an interest to lodge Answers with the Sheriff Clerk at
Kilmarnock Sheriff Court House, St Marnock Street Kilmarnock KA1
1ED within 8 days after such intimation, advertisement or service.
Eleanor McLaren
Trustee, Centrestage Communities Ltd
11-13 James Little Street, Kilmarnock KA1 4AT
Notice is hereby given that on 12th November 2019 a Petition was
presented to Kilmarnock Sheriff Court by CENTRESTAGE
COMMUNITIES LTD, a registered charity (SCO 39611) and company
limited by guarantee and registered under the Companies Acts and
having its registered office at 11-13 James Little Street Kilmarnock
KA1 4AT, for an Order in terms of Section 1029 of the Companies Act
2006 to restore Centrestage Music Theatre CIC Company Number
SC286468 to the Register of Companies. In which Petition, Sheriff
McFarlane, by Interlocutor 12 November 2019 appointed all persons
having an interest to lodge Answers with the Sheriff Clerk at
Kilmarnock Sheriff Court House, St Marnock Street Kilmarnock KA1
1ED within 8 days after such intimation, advertisement or service.
Eleanor McLaren
Trustee, Centrestage Communities Ltd
11-13 James Little Street, Kilmarnock KA1 4AT
4 November 2019
NI059324 SPECIALIST FENCING CONTRACTS LTD
HELEN SHILLIDAY
REGISTRAR OF COMPANIES
DEPARTMENT OF HEALTH
THE MISUSE OF DRUGS ACT 1971
THE MISUSE OF DRUGS (AMENDMENT) REGULATIONS
(NORTHERN IRELAND) 2019.
The Department of Health has made a Statutory Rule entitled "The
Misuse of Drugs (Amendment) Regulations (Northern Ireland) 2019",
(S.R. 2019 No. 208), which comes into operation on 15th November
2019.
OTHER NOTICES
This Rule makes various amendments to the Misuse of Drugs
Regulations (Northern Ireland) 2002.
This Rule may be purchased from the Stationery Office at
www.tsoshop.co.uk or by contacting TSO Customer Services on 0333
202 5070, or viewed online at http://www.legislation.gov.uk/nisr
DEPARTMENT OF HEALTH
THE MISUSE OF DRUGS ACT 1971
THE MISUSE OF DRUGS (DESIGNATION) (AMENDMENT) ORDER
(NORTHERN IRELAND) 2019.
The Department of Health has made a Statutory Rule entitled "The
Misuse of Drugs (Designation) (Amendment) Order (Northern Ireland)
2019", (S.R. 2019 No. 207), which comes into operation on 15th
November 2019.
This Rule amends Part 1 of Schedule 1 to the Misuse of Drugs
(Designation) Order (Northern Ireland) 2001 by reducing the range of
compounds captured by one of the definitions of synthetic
cannabinoids in Schedule 1 to that Order (which specifies the list of
controlled drugs to which section 7(4) of the Misuse of Drugs Act
1971 applies).
This Rule may be purchased from the Stationery Office at
www.tsoshop.co.uk or by contacting TSO Customer Services on 0333
202 5070, or viewed online at http://www.legislation.gov.uk/nisr
DEPARTMENT OF AGRICULTURE, ENVIRONMENT AND RURAL
AFFAIRS
THE EGGS AND CHICKS AND POULTRYMEAT (AMENDMENT)
REGULATIONS (NORTHERN IRELAND) 2019
Following consultation, the Department of Agriculture, Environment
and Rural Affairs has made a statutory rule entitled "The Eggs and
Chicks and Poultrymeat (Amendment) Regulations (Northern Ireland)
2019 (S.R. 2019 No 210) which comes into operation on 19th
November 2019.
The rule updates European Union legislative references in the Eggs
and Chicks Regulations (Northern Ireland) 2010 and the Poultrymeat
Regulations (Northern Ireland) 2011.
This Rule may be purchased from the Stationery Office at
www.tsoshop.co.uk or by contacting TSO Customer Services on 0333
202 5070, or viewed online at http://www.legislation.gov.uk/nisr
HM REVENUE & CUSTOMS
THE DOUBLE TAXATION RELIEF AND INTERNATIONAL TAX
ENFORCEMENT (ISRAEL) ORDER 2019 (SI 2019 NO. 1111)
UK/ISRAEL DOUBLE TAXATION CONVENTION
The Protocol to the Double Taxation Convention between the UK and
Israel, which was signed on 17 January 2019 in London, entered into
force on 28 October 2019. The text of the Protocol has been
published as the Schedule to the Double Taxation Relief and
International Tax Enforcement (Israel) Order 2019 (Statutory
Instrument 2019 No. 1111), copies of which can be obtained from The
Stationery Office. The text of the Order can also be accessed on the
Internet at http://www.legislation.gov.uk/.
The provisions of the Protocol take effect in the UK from 1 January
2020 for taxes withheld at source (including PAYE on employment
income), 1 April 2020 for corporation tax and from 6 April 2020 for
income and capital gains tax, and in Israel the provisions apply from 1
January 2020 for taxes withheld at source and other taxes.
The provisions of the Protocol that amend Article XIX (Exchange of
Information) and Article XX (Mutual Agreement Procedure) of the
Convention have effect in both the UK and Israel from the entry into
force date of the Convention, without regard to the taxable period to
which the matter relates.
NOTICE OF COURT MEETING
MURGITROYD GROUP PLC
(Registered in Scotland with Company Registration Number
SC221766)
NOTICE IS HEREBY GIVEN that, by an order dated 29 October 2019
(the ‘‘Order’’), the Court of Session in Edinburgh has directed that a
meeting (the ‘‘Court Meeting’’) be convened of the ‘‘Scheme
Shareholders’’ (as defined in the Scheme of Arrangement referred to
below) for the purpose of considering and, if thought fit, approving
(with or without modification) a scheme of arrangement (the
‘‘Scheme’’) pursuant to Part 26 of the Companies Act 2006 (the
‘‘Companies Act’’) proposed to be made between Murgitroyd Group
PLC (the “Company’’) and the Scheme Shareholders who are defined
in the Scheme and that the Court Meeting will be held at the offices of
Burness Paull LLP, 50 Lothian Road, Festival Square, Edinburgh, EH3
9WJ on 26 November 2019 at 2.30 p.m., at which place and time all
Scheme Shareholders are requested to attend.
At the Court Meeting, the following resolution will be proposed:
‘‘That the scheme of arrangement dated 30 October 2019 (the
‘‘Scheme’’), between the Company and the Scheme Shareholders
(as defined in the Scheme), a print of which has been produced to
this meeting and, for the purposes of identification, signed by the
chairman hereof in its original form or with or subject to any
modification, addition or condition approved or imposed by the
Court, be approved and the directors of the Company be
authorised to take all such actions as they consider necessary or
appropriate for carrying the Scheme into effect.’’
Voting on the resolution will be by poll which may be conducted as
the chairman of the Court Meeting shall determine. For the Court
Meeting (or any adjournment thereof) to be properly convened, a
quorum of two persons entitled to vote on the business to be
transacted, each being a Scheme Shareholder, the proxy of a Scheme
Shareholder or (where the Scheme Shareholder is a corporation) a
duly authorised representative must be present.
A copy of the Scheme and of the explanatory statement required to
be furnished pursuant to section 897 of the Companies Act (the
“Explanatory Statement”) has been published and is available for
Scheme Shareholders from the Company's website at
www.murgitroydgroup.com and is being sent to Scheme
Shareholders. Further copies of the Scheme and the Explanatory
Statement may be obtained by any Scheme Shareholder by
submitting a request in writing to Link Asset Services at The Registry,
PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Entitlement to attend and vote at the Court Meeting (or if it is
adjourned, at any adjourned meeting) (and the number of votes which
may be cast thereat) will be determined by reference to the number of
Scheme Shares registered in the name of a Scheme Shareholder in
the register of members of the Company at 6.30 p.m. on 22
November 2019 or, in the case of an adjourned meeting, at 6.30 p.m.
on the day which is two Business Days (as defined in the Scheme)
before the date of the adjourned meeting. In each case, changes to
the register of members of the Company after 6.30 p.m. on the
relevant date will be disregarded in determining the right to attend and
vote at the Court Meeting.
Scheme Shareholders are entitled to appoint a proxy in respect of
some or all of their Scheme Shares. Scheme Shareholders are also
entitled to appoint more than one proxy, provided that each proxy is
appointed to exercise the rights attached to at least one different
Scheme Share. In order to be valid, completed and signed BLUE
Forms of Proxy must be lodged with Link Asset Services, The
Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by
no later than 2.30 p.m. on 22 November 2019 or, in the case of an
adjourned meeting, no later than the relevant deadline for the return of
forms of proxy on the day two Business Days before the day of the
adjourned meeting all in accordance with the instructions printed on
the BLUE Form of Proxy. If BLUE Forms of Proxy are not so lodged or
sent, they may be handed to Link Asset Services on behalf of the
chairman of the Court Meeting at the Court Meeting before the taking
of the poll, or if the Court Meeting is adjourned, at that adjourned
meeting. Completion and return of a BLUE Form of Proxy will not
prevent a Scheme Shareholder from attending and voting at the Court
Meeting, or any adjournment thereof, in person if he or she wishes to
do so.
In the case of Scheme Shareholders who hold their Scheme Shares
jointly (“Joint Holders”), the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the
vote(s) of the other Joint Holder(s) and, for this purpose, seniority will
be determined by the order in which the names in respect of the joint
holding stand in the register of members of the Company.
OTHER NOTICES
Scheme Shareholders who hold Scheme Shares through CREST and
who wish to appoint a proxy or proxies through the CREST Electronic
Proxy Service may do so for the Court Meeting and any
adjournment(s) thereof by using the procedures described in the
CREST Manual, which can be viewed at www.euroclear.com. CREST
personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider,
should refer to their CREST sponsor or voting service provider, who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a ‘‘CREST
Proxy Voting Instruction’’) must be properly authenticated in
accordance with the specifications of Euroclear UK & Ireland Limited
(‘‘Euroclear’’) and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com). The message, regardless of whether it relates to
the appointment of a proxy or to an amendment to the instruction
given to a previously appointed proxy, must, in order to be valid, be
transmitted so as to be received by Link Asset Services (participant ID
RA1Q) by no later than 2.30 p.m. on 22 November 2019 (or, in the
case of an adjourned meeting, no later than 2.30 p.m. on the day two
Business Days before the day of the adjourned meeting). For this
purpose, the time of receipt will be taken as the time (as determined
by the time stamp applied to the message by the CREST Applications
Host) from which Link Asset Services are able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsor or
voting service provider, should note that Euroclear does not make
available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation
to the input of CREST Proxy Voting Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member is
a CREST personal member or sponsored member or has appointed a
voting service provider, to procure that his or her CREST sponsor or
voting service provider takes) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system
by any particular time. In connection with this, CREST members and,
where applicable, their CREST sponsor or voting service provider are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Voting Instruction
in the circumstances set out in regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
Any corporation which is a Scheme Shareholder can appoint one or
more corporate representatives in writing who may exercise on its
behalf all of its powers as a Scheme Shareholder provided that: (i) no
more than one corporate representative is appointed over each
Scheme Share; and (ii) only one corporate representative is to be
counted in determining, under section 899(1) of the Companies Act,
whether a majority in number of the Scheme Shareholders has
approved the Scheme.
The chairman of the Court Meeting may require a corporate
representative to produce to the Company’s registrars his written
authority to attend and vote at the Court Meeting.
By the Order, the Court has appointed Ian Murgitroyd or, failing him,
Gordon Stark to act as chairman of the Court Meeting and has
directed the chairman of the Court Meeting to report the result thereof
to the Court.
The Scheme of Arrangement will be subject to the subsequent
sanction of the Court.
Dated: 30 October 2019
Burness Paull LLP
50 Lothian Road
Festival Square
Edinburgh EH3 9WJ
Scotland
Solicitors for the Company
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