30th Jan 2008 12:34
Japan Residential Inv. Co. Ltd30 January 2008 30 January 2008 Japan Residential Investment Company Limited ("the Company") Notice of Annual General Meeting The Company has today posted to shareholders a Notice of Annual General Meetingconvening the Company's annual general meeting to be held at at Investec House,La Plaiderie, St Peter Port, Guernsey GY1 3BJ on 27 February 2008 at 13.00. The following is the text of a letter from the Chairman of the Company, whichaccompanies the Notice of Annual General Meeting: "First Annual General Meeting ("First AGM") Delay in Providing Financial Statements and Directors' Report Amendment to Articles of Association 1. Introduction The Company is required by its Articles of Association and the Companies(Guernsey) Laws 1994, as amended (the "Law"), to hold a general meeting of itsshareholders within 18 months of being entitled to commence business. As theCompany was incorporated on 15 September 2006, the 18 month period is consideredto run from that date even though its launch date was not until 30 November2006. The Company is therefore required to hold its First AGM before 15 March 2008. 2. Delay in Providing Financial Statements and Directors' Report One of the items which the Company must deal with at each annual general meetingis presentation, for shareholder approval, of audited Financial Statements forthe relevant period. The Company's financial year ends on 30 November and assuch, audited Financial Statements will be prepared in conjunction with ourauditors, Ernst & Young LLP up to that date. Due to the nature and structure ofour business and the anomaly between incorporation and launch dates, it has notbeen possible for Ernst & Young LLP to conduct a full audit of the Company inorder to have the audited accounts completed in time for the First AGM, withoutthe possibility of reducing the quality of the audit. As a consequence, theaudited Financial Statements will not be available until 28 March 2008, which isafter the date of the First AGM. For this reason, the Financial Statements andDirectors' Report which should normally be presented at the First AGM will notbe presented to shareholders until April 2008. The Financial Statements andDirectors' Report are expected to be approved by the Board immediately followingthe Audit Committee Meeting on 28 March 2008 and, in accordance with the AIMListing Rules, these will be released for publication on the Regulatory NewsService ("RNS") of the London Stock Exchange as soon as possible thereafter. As the First AGM must be held before 15 March 2008, the Board has identified 27February as a suitable date at which to hold the First AGM. The Board believesthat it would be in the best interests of the Company to deal with any businessable to be dealt with at that time, in particular the special business ofadopting a new Article 10(A) as set out in the Notice, and then adjourn themeeting until such time as the audited Financial Statements and Directors'Report will have been prepared. The Board also recommends the interimre-appointment of the directors and the auditor until the adjourned annualgeneral meeting and for authority for the directors to determine the auditor'sremuneration subject, of course, to the re-appointment of the auditor at theadjourned annual general meeting. Following approval of the audited Financial Statements and Directors' Report,expected to be on 28 March 2008, the Company will issue notice to allshareholders of the date of the adjourned meeting (which shall be held not laterthan 30 April 2008) together with a copy of the published Financial Statementsto 30 November 2007, which shall include the Directors' Report, the Company'saudited Profit and Loss Account and Balance Sheet, as required by the Law andthe Company's Articles of Association. After shareholders have had theopportunity of reviewing these documents, the adjourned Annual General Meetingcan be held at which resolutions will be proposed to re-appoint the directorsand auditor and to approve the Financial Statements and Directors' Report. Whilst it is regrettable that the Company is required to hold its First AGM inadvance of the audited accounts being available, it is unavoidable. The Boardwill have greater flexibility in respect of the timing of future generalmeetings and we do not anticipate such circumstances arising again. 3. Amendment to Articles of Association The AIM Rules governing the Company's listing have been amended and require aconsequential amendment to the Company's Articles of Association. The Disclosureand Transparency Rules, which took effect from 20 January 2007, have beenenacted in order to implement the EU Transparency Obligations Directive,produced the amendment to the AIM Rules (the "Amendment"). The Amendmentrequires all AIM listed companies to notify a Regulatory Information Service ofrelevant changes to the holdings of significant shareholders. Previously AIMlisted companies only had to comply 'insofar as it has such information', whichallowed overseas companies, such as the Company, to avoid making suchnotifications. However, overseas companies are now required to use 'allreasonable endeavours' to comply with these rules. This includes incorporatingnotification provisions into their constitutions to the extent that they havenot already done so. The special resolution contained in the Notice to be proposed at the First AGMmust be passed in order for the Company to comply with the requirements of theAIM Rules as set out above. The full terms of the Articles of Association (incorporating the proposedamendment) will be available for inspection from the date of this document untilthe close of First AGM and at the First AGM for at least 15 minutes before andduring the First AGM. The Board, which has been advised that this amendment is required under the AIMRules, unanimously recommends Shareholders to vote in favour of the specialresolution to be proposed at the First AGM. 3. Conclusion I regret any inconvenience caused to shareholders by this unavoidable situationarising primarily because of the anomaly between incorporation and launch dates.The Board plans to meet before the end of March to consider and authoriserelease of the Financial Statements and notice of the adjourned AGM date.Publication of results on RNS will occur in accordance with AIM regulations. It would be very much appreciated if proxies could be completed in the usual wayto facilitate holding the first AGM. Yours sincerely Raymond Philip ApseyChairman" For further details, please contact: K.K. Halifax Asset ManagementAlec Menikoff +81 (0)3 5408 8784 Fairfax I.S. PLCJohn Korwin-Szymanowski +44 (0)20 7460 4376 Smith & Williamson Corporate Finance LimitedAzhic Basirov +44 (0)20 7131 4000 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
JRIC.L