THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, or other independent professional adviser.
If you have sold or transferred all of your registered holding of Shares, please forward this document and the documents accompanying it to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.
The directors of the Company accept full responsibility for the information contained in this document and confirm, having made all reasonable enquiries that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
__________________________________________________________________________________
CEIBA INVESTMENTS LIMITED
(company registration number 30083)
(a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey and registered by the Guernsey Financial Services Commission as a registered closed-ended collective investment scheme)
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING AND OF SPECIAL PROPOSALS TO DE-LIST THE COMPANY FROM THE CHANNEL ISLANDS STOCK EXCHANGE AND TO EXPAND THE INTERESTS OF THE COMPANY IN CUBA’S TOURISM SECTOR
Notice of the Annual General Meeting of Shareholders of the Company to be held at Frances House, Sir William Place, St Peter Port Guernsey, Channel Islands on 17 December 2010 at 2.00 p.m. is set out in Appendix 1 to this document.
The Notice sets out the ordinary and special business to be carried out by way of ordinary and extraordinary Resolutions to be proposed at the Meeting. The Meeting will be chaired by the Chairman of the Board of Directors of the Company or, in his absence, by a chairman to be elected at the Meeting.
The quorum for the Meeting is two Shareholders, present in person or by proxy, registered as holding 5% of the issued share capital of the Company. A simple majority of the total number of votes cast is required to pass those Resolutions proposed as ordinary resolutions and a majority of not less than 75% of the number of votes cast is required to pass the Resolution proposed as an extraordinary resolution. At the Meeting, the Resolutions shall be decided on a show of hands (unless a poll is demanded) and on a show of hands every Shareholder who is present in person or by proxy shall have one vote.
If, within half an hour from the appointed time for the Meeting, a quorum is not present, then the Meeting will stand adjourned for fourteen days at the same time and place. No notice of adjournment will be given.
You should note that if the Resolutions set out in the Notice of the Meeting are duly passed and other necessary formalities completed, this will result in the Proposals being adopted without any further recourse to you. Your attention is drawn to the section headed “Action to be Taken” at page 13 of this document.
DIRECTORY
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Directors
Sir John Morgan (Chairman) Colin Kingsnorth Sebastiaan A.C. Berger Jamie García-Andrade Enrique Rottenberg Peter Fletcher John Anthony Herring Manuel Roumain
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Investment Manager
CEIBA International Management Ltd. c/o CEIBA Property Corporation Limited Miramar Trade Center Edificio Barcelona, Suite 401 5ta Avenida, esquina 76 Miramar, Playa Havana Cuba
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Administrator, Custodian and Secretary
Ardel Fund Services Limited Frances House Sir William Place St Peter Port Guernsey Channel Islands GY1 4HQ
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Auditors Ernst & Young Caribbean Professional Services Ltd. PO Box 261 Bridgetown Barbados W.I.
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Registrar
Ansons Registrars Limited Anson Place, Mill Court La Charrotterie St. Peter Port Guernsey Channel Islands GY1 1EJ |
Company
CEIBA Investments Limited Frances House Sir William Place St Peter Port Guernsey Channel Islands GY1 4HQ
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Legal Advisers (as to Guernsey Law)
Carey Olsen PO Box 98 Carey House Les Banques St Peter Port Guernsey Channel Islands GY1 4BZ
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Sponsor
Carey Commercial Limited PO Box 285 1st and 2nd Floors Elizabeth House Les Ruettes Brayes St Peter Port Guernsey GY1 4LX |
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9 November 2010 |
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Dispatch of Notice to Shareholders. |
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15 December 2010 |
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Latest date for receipt of Form of Proxy. |
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17 December 2010 |
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Meeting. |
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22 December 2010 |
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Effective Date of cancellation of CISX listing. |
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All references in this document to times are to GMT unless otherwise stated. |
The following definitions apply throughout this document, unless the context otherwise requires:
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“Administrator” |
Ardel Fund Services Limited; |
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“AGM” or the “Meeting” |
the Annual General Meeting of the Company to be held on 17 December 2010 at 2.00pm and convened pursuant to the Notice; |
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“Board Meeting” |
the meeting of the Board of Directors of the Company held on 13 October 2010; |
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“Business Day” |
any day on which banks in Guernsey are open for normal banking business (excluding Saturdays and Sundays); |
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“CISX” |
the Channel Islands Stock Exchange, LBG; |
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“Company” |
CEIBA Investments Limited; |
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“Director” |
a director of the Company; |
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“Effective Date” |
22 December 2010; |
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“EURO” or “€” |
the single currency of the Participating Member States of the European Monetary Union; |
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“Form of Proxy” |
the form of proxy set out at Appendix 2 of this document; |
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“IM Warrants” |
the investment manager warrants 2009-2013 issued and to be issued in favour of the Manager under the warrant instrument executed by the Company on 12 January 2010; |
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“Interim Dividend” |
the interim dividend in the amount of €11,502,474.62 or US$0.087/Share declared by the Board of Directors of the Company on 13 October 2010, payable in cash by default or in Shares of the Company at the rate of 1 Share for every 12.5 Shares held on 3 December 2010 to Shareholders of record on 26 November 2010; |
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“GFSC” |
the Guernsey Financial Services Commission; |
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“Manager” |
CEIBA International Management Ltd.; |
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“Notice” |
the notice attached to this document as Appendix 1 convening the Annual General Meeting of the Company and notifying Shareholders of the Proposals; |
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“Proposals” |
the proposals set out in this document; |
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“Resolutions” |
the ordinary and extraordinary resolutions set out in the Notice; |
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“Shareholder” |
a registered holder of Shares; |
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“Share” |
any of the ordinary shares of €0.10 each in the capital of the Company; |
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“TSX” |
the Toronto Stock Exchange. |
References to page numbers, sections and parts are references to such page numbers, sections and parts of this document, unless the context requires or indicates otherwise.
LETTER FROM THE DIRECTORS
CEIBA INVESTMENTS LIMITED
(company registration number 30083)
(the “Company”)
(a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey and registered by the Guernsey Financial Services Commission as a registered closed-ended collective investment scheme)
Registered office:
Frances House
Sir William Place
St Peter Port
Guernsey
Channel Islands
GY1 4HQ
9 November 2010
To the Shareholders, with a copy to all holders of warrants issued by the Company
Dear Shareholder,
The purpose of this Circular is to explain various ordinary and extraordinary Resolutions to be proposed at the Company’s Annual General Meeting scheduled for Friday, 17 December 2010 at 2.00 p.m. and to update Shareholders generally in relation to the Company’s future plans. The AGM has been convened by the Notice set out in Appendix 1 of the document to which this letter is attached. In summary, the Board has formulated the following proposals for submission to Shareholders:
ORDINARY BUSINESS:
1. To receive and adopt the Annual Report and Consolidated Financial Statements for the year ended 31 March 2010;
2. To re-appoint Sir John Morgan as Director of the Company for a further term of three years;
3. To re-appoint Enrique Rottenberg as Director of the Company for a further term of three years;
4. To re-appoint Peter Fletcher as Director of the Company for a further term of three years;
5. To appoint Ernst & Young Caribbean Professional Services Ltd. as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company;
6. To authorise the Directors to fix the remuneration of the Company's Auditors;
7. To grant authority regarding the market acquisition by the Company of its own Shares;
SPECIAL BUSINESS:
8. To approve the strategy of the Company to increase its holdings in the four operating hotels in Cuba in which it already owns interestsby acquiring an additional equity interest in 383 rooms in these hotels at an average acquisition price of up to US$145,000 per room, and to authorize the Board of Directors of the Company to issue to the sellers up to 47,000,000 new Shares of the Company in consideration for these acquisitions;
9. To cancel the listing of the securities of the Company on the Channel Islands Stock Exchange, LBG and cease the trading thereof on the SETSqx trading platform of the London Stock Exchange.
(together the “Proposals”).
The Board is therefore proposing that the Resolutions set out in the Notice attached to this document as Appendix 1 be put to Shareholders to seek approval of the Proposals.
Background
In the Annual Report and Consolidated Financial Statements of the Company for the year ended 31 March 2010, an announcement was made that the Company was finalizing its efforts to restructure the Company from an investment fund to an operating company and to list the securities of the Company on another exchange.
The securities of the Company have been listed on the Channel Islands Stock Exchange, LBG since 2004, although trading has been limited. The Board has therefore been exploring ways in which to increase the liquidity of the securities of the Company in order to better reflect the value of an investment in the Company, and also to widen its investor base. In addition, the Board has sought to reduce the cash outlay of the Company in respect of management fees and thus further align the interests of the executives of the Company with the interests of Shareholders.
Accordingly, at a meeting of the Board of Directors of the Company held in Havana on 13 October 2010 (the “Board Meeting”), the Board has resolved, amongst other things and subject to Shareholder approval, to cancel the listing of the Shares on the CISX, cease trading on the SETSqx trading platform of the London Stock Exchange, internalize the management of the Company and apply for a listing of the securities of the Company on the TSX. The first step of this process is to cancel the listing of the securities of the Company on the CISX. Information with respect to the intended internalization of management and TSX listing is provided later in this circular in order to allow all Shareholders to make a fully informed decision regarding the Proposal to de-list from the CISX and cease trading on the SETSqx trading platform.
In addition, the Board resolved at the Board Meeting to declare an interim-dividend in the amount of US$11,502,474.62 or US$0.087/Share and to pursue transactions which would further increase the holdings of the Company in the two Cuban joint venture companies having operational investments in the Cuban tourism industry in which it acquired participations during the last financial year.
In this letter, the Directors provide general information on a variety of issues relating to the restructuring steps proposed for the Company, as well as explanations regarding the specific Proposals 9 (De-List) and 8 (Hotel Acquisition).
1. DECLARATION OF AN INTERIM DIVIDEND IN THE AMOUNT OF US$11,502,474.62 OR US$0.087/SHARE
The Company maintains a policy of paying to its Shareholders an annual 6% dividend calculated over net asset value, taking into account the cash flow, investment needs and solvency of the Company. During the financial year of the Company that ended on 31 March 2010, available cash flow was used, in part, to pay for the acquisition of significant holdings in two Cuban joint venture companies in Cuba’s tourism sector that have constructed and own an aggregate of 1,834 hotel rooms in Havana and Varadero. Consequently, no dividend was paid by the Company during the financial year ended 31 March 2010.
The present cash flow position of the Company and the investment needs of the Company allow the Company to declare an interim dividend in the amount of US$11,502,474.62 or US$0.087/Share (the “Interim Dividend”). The Directors resolved and certified at the Board Meeting that they were satisfied on reasonable grounds, after due consideration, that the Company will satisfy the solvency test prescribed by the Companies (Guernsey) Law, 2008 (as amended) immediately after payment of the Interim Dividend.
The payment of this Interim Dividend will be in cash by default or (at the election of Shareholders) in Shares of the Company at the rate of 1 Share for every 12.5 Shares held, and will take place on 3 December 2010 to Shareholders of record on 26 November 2010. The payment will be effected in Euros (if in cash) using the reference rate of the European Central Bank on the Business Day prior to the date of payment. The Shareholders will be asked to ratify this Interim Dividend at the next AGM of the Company to be held in the second half of 2011.
2. CANCELLATION OF LISTING OF THE SHARES OF THE COMPANY ON CISX AND CESSATION OF TRADING ON SETSqx TRADING PLATFORM
The purpose of the proposed de-listing of the Shares of the Company from the CISX and the cessation of trading on the SETSqx trading platform is to allow the restructuring of the Company in preparation for the subsequent listing of its Shares on the TSX. It is expected that the period between de-listing from CISX and the planned listing on the TSX will be no more than 4-6 months. During this period, Shares of the Company may be traded on a private basis.
Since the Warrants 2007 (which are also presently listed on the CISX) are scheduled to expire immediately following the final date for exercise thereof of 8 November 2010, the proposed de-listing will only affect the Shares of the Company.
It is intended that the formal steps to de-list the Shares of the Company will be initiated immediately following the AGM in the event that the Proposals are adopted.
Internalization of Management
In order to reduce the cash outlay of the Company relating to management and further align the interests of the principal executives of the Company with the interests of Shareholders, the Company will, in the period between de-listing from CISX and the subsequent listing on the TSX:
(i) terminate the investment management agreement dated 1 January 2008 between the Company and the Manager (the “IMA”), as well as the investment management delegation agreement dated 1 June 2004 between the Company, the Manager and Laxey Partners Limited (the “IMDA”); and
(ii) directly employ the following individuals as the principal executives of the Company: Sebastiaan A.C. Berger (Chief Executive Officer), Cameron Young (Chief Operating Officer), Enrique Rottenberg (Chief Investment Officer) and Paul Austin (Chief Financial Officer).
These actions have been agreed in principal and are conditional upon the listing of the securities of the Company on the Toronto Stock Exchange. Sebastiaan A.C. Berger (20%), Cameron Young (20%), Enrique Rottenberg (20%) and Colin Kingsnorth (40%) all have disclosed interests in the Manager and in the Company and consequently have taken no part in the Board’s decision to approve these new management arrangements.
The result of the termination of the IMA and the IMDA and of the direct employment by the Company of the principal executives will be an expected reduction in cash outlay relating to management of the Company of approximately 66% (US$2,500,000) per year. The performance fee under the IMA (20% of uplift to net asset value, payable in Shares) will be replaced by a performance-based discretionary bonus pool for the Company’s executives, payable in Shares, to be awarded and distributed in accordance with the policies and criteria to be established by the compensation committee of the Board. It is also expected that a non-cash long-term incentive plan for senior executives will be established in the future.
In consideration for the termination of the IMA, the Company has agreed to issue in favour of the Manager: (i) 2,644,247 new Shares (representing 2% of the outstanding Shares in issue as at the termination date); and (ii) a further amount of new Shares representing 2% of the outstanding Shares in issue 2 years following the termination date. The Shares to be issued at the termination date will not participate in the Interim Dividend described above.
As of the termination date, the Manager will immediately waive its entitlement to IM Warrants during the next 3 years and surrender for cancellation all accrued and outstanding IM Warrants (2,568,883 issued and outstanding in respect of the financial year ended 31 March 2009, each giving the right to subscribe for one Share of the Company at a subscription price equal to €0.8406; and 2,644,247 accrued but not yet issued in respect of the financial year ended 31 March 2010, each giving the right to subscribe for one Share of the Company at a subscription price equal to €0.8048), in exchange for the creation and issuance by the Company in favour of the Manager of 13,221,235 new termination warrants pursuant to the terms of a new warrant instrument to be executed on the termination date, expiring on 1 April 2018 and each granting the right to subscribe for one Share in the capital of the Company at a subscription price of €0.85.
Status of the Company as a Registered Closed-Ended Collective Investment Scheme
Upon the internalization of management as described above, the Company will no longer be eligible for the status of registered closed-ended collective investment scheme in Guernsey. Consequently, the Company will submit a request to the GFSC that its status as a registered closed-ended collective investment scheme be revoked.
TSX Listing
Following the attempt of the Company to list its securities on the AIM market in late 2008 (which was aborted as a result of the turmoil in international capital markets at that time), the Board has continued to explore the possibility of listing the Shares of the Company on a different exchange to the CISX. In the opinion of the Board, such a listing would be likely to improve liquidity and would eventually assist in raising new capital, when necessary. Given the recent developments in Cuba and its relationship with the United States, the attractiveness and timeliness of a North American listing appear to be opportune. Consequently, the Board proposes that the Shares of the Company be listed, as soon as possible, on the main board of the TSX. The present strategy being pursued involves a two-step process involving: (i) the reorganization of the Company and internalization of management, and the bare listing of the Shares on the TSX, and (ii) a subsequent capital raise once investors have become familiar with the activities and track-record of the Company and as its investment needs and market conditions dictate.
The Company has been advised by its Canadian legal advisors, Osler, Hoskin & Harcourt LLP, that the proposed listing of the Shares on the TSX will not automatically result in the Company or its non-Canadian Shareholders becoming taxable in Canada. The Company recommends that each Shareholder seek its own personal tax advice.
In the event that Shareholders decide to adopt the Proposals, numerous subsequent steps will be required and taken during the period between de-listing from the CISX and listing on the TSX, including amongst others the adoption of new articles of incorporation compliant with Canadian securities rules and practice, the redenomination and consolidation of the Shares, agreement upon the appropriate composition of the Board, the appointment of Canadian certified auditors, the appointment of standing Board committees, the entry of the Company to Canadian electronic share trading platforms, the cessation of NAV reporting, and the introduction of quarterly reporting.
3. INCREASE OF INTERESTS IN HOMASI AND CIHSA
The Company has executed preliminary agreements with Grupo Martinón GRUMASA S.A. and related parties (“GRUMASA”), the original Spanish developers and co-owners of the Meliá Habana, Meliá Varadero, Meliá Las Americas and Sol Palmeras Hotels (the “Hotels”) and present partners of the Company in these Hotels, to merge their equity interests in HOMASI S.A. and CIHSA, the Spanish holding companies that are the foreign shareholders in the Cuban joint venture companies that own the Hotels, into CEIBA Tourism Cooperatief U.A, a subsidiary of the Company. Under these transactions, the strategy of the Company is to increase its holdings in the Hotels by acquiring an additional equity interest in 383 rooms at an average acquisition price of up to US$145,000 per room, to be payable in Shares, or in some combination of cash and Shares. The Board of Directors of the Company is seeking the approval of Shareholders to issue to the sellers up to 47,000,000 new Shares of the Company in consideration for these acquisitions.
Following completion of these transactions, GRUMASA will be entitled to nominate the President of CEIBA Tourism Cooperatief U.A. and will be closely involved in the management of the investments of the Company in Cuba’s tourism sector, thus adding further depth and experience to the management team of the Company.
The Board believes that the proposed merger within CEIBA Tourism Cooperatief U.A. and increase in the holdings of the Company in HOMASI S.A. and CIHSA will provide significant further strength and depth to the Company’s involvement in Cuba’s tourism sector. In addition, the Board expects that the Company will benefit strongly from the extensive experience of GRUMASA, experienced hotel developers and the first foreign investors to incorporate a hotel joint venture in Cuba, but also the original developers responsible for the development and construction of the four Hotels in which the Company is invested.
Recommendation
The Board considers that the proposed acquisition of interests in the Hotels would consolidate the Company’s unique position in Cuba’s tourism sector, while the reorganization of the management of the Company would provide an important cash savings in management expense, both contributing to significant increase in the Company’s operating income. In addition, the proposed de-listing from the CISX and subsequent TXS listing should materially enhance the ability of the Company to broaden its shareholder base, to raise significant new capital and to further develop its portfolio through acquisition. The Board considers the proposals contained herein to be in the best interest of Shareholders as a whole and therefore recommends that you vote in favour of these Proposals at the AGM.
Shareholders who are in any doubt as to their tax position following the Proposals or as to how they should vote should seek professional advice from their stock broker, bank manager, solicitor, accountant or other independent financial adviser.
However, in accordance with the statutory requirements the Commission has been notified of the Proposals and has no further comment
The Resolutions proposed as ordinary resolutions will require the approval of a simple majority of the Shareholders present in person and entitled to vote in person or by proxy at the Meeting and the Resolution proposed as an extraordinary resolution will require the approval of a majority of not less than 75% of the Shareholders present and entitled to vote in person or by proxy at the Meeting.
Meeting of the Shareholders
The Meeting is being called for Friday, 17 December 2010 at 2.00pm. Formal Notice of the Meeting is set out in Appendix 1 to this document. The Notice sets out the specific Resolutions to be proposed at the Meeting.
The quorum for the Meeting is two Shareholders, present in person or by proxy, registered as holding 5% of the issued share capital of the Company. A simple majority of the total number of votes cast is required to pass the proposed Resolutions, save for the proposed extraordinary resolution to approve the cancellation of the listing of the Shares on the CISX, which requires the approval of not less than 75% of the holders of Shares present in person and entitled to vote in person or by proxy at the Meeting. At the Meeting, the proposed Resolutions will be decided on a show of hands (unless a poll is demanded), and on a show of hands every Shareholder who is present in person or by proxy will have one vote.
If, within half an hour from the appointed time for the Meeting, a quorum is not present, then the Meeting will stand adjourned for fourteen days at the same time and place. No notice of adjournment will be given.
Proposals to be binding
If the Resolutions are duly passed at the Meeting, then the Proposals will be binding on all Shareholders, whether or not they voted in favour of the Resolutions or voted at all, and the Proposals will be carried out.
If the extraordinary resolution to approve the cancellation of the listing of the Shares on the CISX is approved then it is expected that such cancellation will take effect on the Effective Date.
Expenses
The costs of preparing this Notice and effecting the Proposals are estimated to be €10,000 and these costs will be met by the Company.
Further Information
Shareholders should direct any enquiries concerning this proposal to Mrs Sharon Williams (Tel: +44 (0)1481 723573 or Fax: +44 (0)1481 732131 or Email: sharon.williams@ardelfund.com) of Ardel Fund Services Limited, PO Box 175, Frances House, Sir William Place, St. Peter Port, Guernsey, Channel Islands.
No information other than that which is contained within this document will be given. No advice will be given as to whether Shareholders should vote in favour of the Proposals.
A Form of Proxy is set out at Appendix 2 and you are encouraged to complete and return the Form of Proxy as soon as possible and, in any event, so as to arrive at Ardel Fund Services Limited, Frances House, Sir William Place, St. Peter Port, Guernsey, Channel Islands at least 48 hours before the time appointed for the Meeting. You will still be welcome to attend the Meeting in person and vote if you wish.
To avoid the inconvenience of calling an adjourned meeting, we ask Shareholders to complete the enclosed proxy form and return it to Ardel Fund Services Limited, Frances House, Sir William Place, St. Peter Port, Guernsey, Channel Islands no later than 48 hours before the time of the Meeting. This will not preclude Shareholders from attending and voting in person at the Meeting.
Yours faithfully,
Sir John Morgan
Chairman of the Board
For and on behalf of CEIBA Investments Limited
APPENDIX 1
CEIBA INVESTMENTS LIMITED
(the “Company”)
Registered No: 30083
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of CEIBA INVESTMENTS LIMITED (the “Company”) will be held at Frances House, Sir William Place, St Peter Port, Guernsey on Friday, 17 December 2010 at 2.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions and extraordinary resolutions, as the case may be:-
ORDINARY RESOLUTIONS
Ordinary Business
Special Business
Special Business
By order of the Board
ARDEL FUND SERVICES LIMITED
Corporate Secretary
Dated 9 November 2010
Notes:
1. Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak, and vote in his stead at the Meeting. A Shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a Shareholder of the Company.
2. The instrument appointing a proxy and the power of attorney or other authority (in the case of a corporation either under its common seal or under the hand of an officer or attorney so authorised) (if any) under which it is signed or a notarially certified copy of such power of attorney, in order to be valid, must be deposited at the registered office of the Company, Frances House, Sir William Place, St. Peter Port, Guernsey GY1 4HQ, no later than 48 hours before the time appointed for the Annual General Meeting (or any adjourned meeting). The lodging of a form of proxy by a Shareholder does not prevent that Shareholder from attending and voting if they wish. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. All appointments of proxies must follow the procedures set out in these notes and the notes to the Form of Proxy. A proxy does not need to be a member of the Company but must attend the Meeting to represent a Shareholder.
3. A form of proxy for use at the Annual General Meeting and which will remain valid for any adjournment thereof is enclosed. The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote. To change your proxy instructions simply submit a new proxy form using the methods set out above and in the notes to the proxy form. Note that the cut-off date and time for receipt of a proxy form (see above) also apply in relation to amended instructions; any amended proxy form received after the relevant cut-off date and time will be disregarded. If you submit more than one valid proxy form, the form received last before the latest time for the receipt of proxies will take precedence.
4. The quorum for the Meeting is two Shareholders, present in person or by proxy, registered as holding 5% of the issued share capital of the Company. If within half an hour from the time appointed for the Annual General Meeting a quorum is not present, the Annual General Meeting shall be adjourned for 14 days until 31 December 2010 to be held at the same place and same time and no further notice will be given. At any such adjourned meeting those holders of shares of the Company who are present shall be a quorum. The majority required for the passing of the ordinary resolutions is a simple majority of votes cast for each resolution. The majority required for the passing of the extraordinary resolution is not less than 75% of the votes cast for that resolution.
5. At the Meeting, the Resolutions shall be decided on a show of hands (unless a poll is demanded) and on a show of hands every Shareholder who is present in person or by proxy shall have one vote.
6. Terms defined in the circular to Shareholders dated 9 November 2010 shall have the same meaning when used in this notice.
CEIBA INVESTMENTS LIMITED
(the "Company")
Registered No: 30083
Form of Proxy for use by Shareholders at the Annual General Meeting of the Company to be held at Frances House, Sir William Place, St Peter Port, Guernsey on Friday, 17 December 2010 at 2.00 p.m.
I/We
…..………………...…………………………………………………………………………………………..
(full name(s) in block capitals)
of
…………………………………………………………………………………………………………………..
(address in block capitals)
hereby
1 appoint the Chairman of the meeting (See Note 1 below)
or
2
………………………………………………………………………………………………………………………
.………………………………………….…………………………………………………………………………..
(name and address of proxy in block capitals)
as my/our proxy to attend, and on a poll, vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 17 December 2010 at 2.00 p.m. and at any adjournment thereof.
I/We wish my/our proxy to vote as indicated below in respect of the ordinary and extraordinary resolutions to be proposed at the Meeting. Please indicate which way you wish your proxy to vote by ticking the appropriate box alongside each resolution. (See Note 2 below).
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ORDINARY RESOLUTIONS
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Ordinary Business
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FOR |
AGAINST |
VOTE WITHHELD |
DISCRETIONARY |
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1. THAT the Annual Report and Consolidated Financial Statements of the Company for the year ended 31 March 2010 be approved. |
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2. THAT the following person be re-appointed as a Director of the Company for a further term of three years: Sir John Morgan |
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3. THAT the following person be re-appointed as a Director of the Company for a further term of three years: Enrique Rottenberg |
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4. THAT the following person be re-appointed as a Director of the Company for a further term of three years: Peter Fletcher |
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5. THAT Ernst & Young Caribbean Professional Services Ltd. be appointed as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company. |
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6. THAT the Directors be authorised to fix the remuneration of the Company’s auditors. |
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7. THAT the Company be hereby authorised in accordance with Section 315 of the Companies (Guernsey) Law, 2008 (as amended) to make market acquisitions (as defined therein) of its own Shares, provided that:- (i) the maximum number of Shares authorised to be purchased is up to 10% of the Shares in issue and outstanding at any given time; (ii) the minimum price which may be paid for a Share is the then current NAV/Share minus (-) 50%, and the maximum price which may be paid for a Share is the then current NAV/Share; (iii) at the time of each purchase of Shares authorized hereunder, the Board of Directors of the Company shall certify that it is satisfied on reasonable grounds that the Company will, immediately following such purchase, satisfy the solvency test prescribed by the Companies (Guernsey) Law, 2008 (as amended); (iv) the authority provided hereunder will expire at the earlier of the date that falls 15 months (unless such authority is amended, varied or revoked by ordinary resolution prior to such time) from the date of this Resolution or the conclusion of the next Annual General Meeting of the Company; (v) in making determinations on the purchase of any Shares, the Board of Directors of the Company shall consider the cash flow requirements of the Company. |
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Special Business
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FOR |
AGAINST |
VOTE WITHHELD |
DISCRETIONARY |
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8. THAT the strategy of the Company to increase its holdings in the four operating hotels in Cuba in which it already owns interests by acquiring an additional equity interest in 383 rooms in these hotels at a price of up to US$145,000 per room be approved and ratified, and THAT the Board of Directors be authorised to issue to the sellers up to 47,000,000 new Shares of the Company in consideration for such acquisition. |
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EXTRAORDINARY RESOLUTION |
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Special Business
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VOTE WITHHELD |
DISCRETIONARY |
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9. THAT the listing of the securities of the Company on the Channel Islands Stock Exchange, LBG be cancelled and THAT trading on the SETSqx trading platform of the London Stock Exchange be ceased. |
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Signature ……………………………………………(See Note 3 below) Date…………………….2010
NOTES:
1. If you wish to appoint as your proxy someone other than the Chairman of the meeting, cross out the words "the Chairman of the meeting" and write on the dotted line the full name and address of your proxy. The change should be initialled.
2. In the absence of instructions, the person appointed proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
3. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a Company, it may execute under its common seal, by the signature of a director and its secretary or two directors or other authorised signatories in the name of the Company or by the signature of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
4. To be valid, this form must be completed and lodged with Ardel Fund Services Limited, PO Box 175, Frances House, Sir William Place, St. Peter Port, Guernsey, Channel Islands GY1 4HQ, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, not less than 48 hours before the time fixed for holding the meeting.
5. The ‘vote withheld’ option is provided to enable you to abstain on any particular resolution however it should be noted that a ‘vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘for’ and ‘against’ a resolution. The “discretionary” option is provided to enable you to give discretion to your proxy to vote or abstain from voting on a particular resolution as he or she thinks fit.