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JLL expands logistics advisory business with Vincia acquisition

Real estate services firm JLL has expanded its supply chain and logistics advisory platform with the acquisition of Vincia in France.

JLL acquired the French supply chain consulting business for an undisclosed sum and said the deal supports JLL’s plans to expand its industrial and logistics business and strengthen its supply chain platform by investing in markets across Europe, the Middle East and Africa (EMEA).

The deal will expand JLL’s supply chain and logistics platform which currently provides services to landlords, occupiers and developers with more than 250 dedicated experts across 18 locations in EMEA.

Established 20 years ago, Vincia specialises in helping clients in the manufacturing and distribution services sectors to enhance their performance in the areas of service, cost and quality.

The acquisition of Vincia strengthens JLL’s capabilities in the sector which follows the acquisition of logistics and supply chain firm GCL Europe in 2014.

Charles Boudet, managing director, JLL France, said: “At a time of changing purchasing behaviour and the widespread introduction of omni-channel services, the logistics and supply chain market presents new opportunities for our clients.

“This acquisition strengthens our expertise in the sector and is key to enhancing our ambitions to grow our supply chain and logistics operations in France and beyond.”

Laurent Vallas, regional director and industrial and logistics assets sponsor, JLL France, said: “The acquisition of Vincia enables us to respond to the growing market demand for supply chain consulting services.

“It is an expansion of our capabilities in the sector which follows our acquisition of GCL Europe in 2014.”

Fabrice Mattei and Pascal Querro, co-founders of Vincia, said: “We have worked with JLL for a number of years on key projects.

“These shared experiences have always delivered great value to our clients and have proven that we share the same principles and culture of excellence.”

Extension of Consultation Period

The MFSA has notified industry participants and interested parties that the Consultation period for the Guidance on Cybersecurity, issued on the 8 February 2019, has been extended to Monday 25 March 2019.

If you would like to find out more information, please visit https://www.mfsa.com.mt/

AVELLUM advises on large infrastructure financing deal

AVELLUM acted as the Ukrainian legal counsel to the European Bank for Reconstruction and Development (“EBRD”) in connection with a senior secured loan of up to EUR2.6 million to Negabarit-Service LLC (“Company”), a Ukrainian leader in the oversized and complex auto cargo transportations.

The loan will help financing the Company’s investment programme for the acquisition of up to 42 trucks equipped with advanced GPS systems and 18 trailers. Industrial customers across Ukraine and the EU will have access to a wider range of oversized cargo transport services following the transaction.

The new trucks will decrease the Company’s operating costs by at least 30% due to a reduction in fuel consumption and maintenance expenditure. The new vehicles will be compliant with EURO-6 or higher emissions standards, which will help decreasing nitrogen oxide (NOx) emissions by 80% and carbon oxide (CO) by 22%.

The EBRD is the largest international investor in Ukraine, which has provided almost EUR13.1 billion to fund approximately 418 projects since 1993.

The AVELLUM team was led by senior partner Glib Bondar with support from counsel Maria Tsabal and associates Oleksandra Kupriichuk and Anna Kalabska.

If you would like to get more information, please visit https://avellum.com/en

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Winners from prestigious Queen’s Awards for Enterprise announced

Her Majesty The Queen has named 201 businesses as among the best in the country in the prestigious Queen’s Awards for Enterprise to celebrate Her Majesty’s 93rd birthday.

The winners include businesses leading the way in a huge range of industries – from construction, agriculture, motoring and software development. This year, three quarters of the total are SMEs, 30 of which have fewer than 10 employees. They will join more than 6,000 British businesses in receiving the prestigious honour and will have the privilege of displaying the Queen’s Awards for Enterprise emblem for 5 years.

The Awards, now in its 53rd year, are the most prestigious awards for UK businesses, with companies from across the UK recognised for their contribution in the 4 categories.

There are:

  • 129 International Trade winners
  • 61 Innovation winners
  • 6 Sustainable Development winners
  • 5 Promoting Opportunity winners

Business Secretary Greg Clark said:

These prestigious awards help shine a light on all that is great about UK business today. I am extremely impressed to see such a wealth of talent and innovation from across the UK being recognised today by Her Majesty The Queen.

These awards recognise the innovative products and services being provided by British businesses that are in demand across the world, as well as the sheer determination and hard work that comes with starting and running a business.

Many of these winners are small businesses – the backbone of our economy – and we are backing them to grow, increase their productivity and create more jobs and opportunity across the UK through our modern Industrial Strategy.

Antonia Romeo, Permanent Secretary for the Department for International Trade, said:

The winners of the Queen’s Awards for Enterprise are brilliant examples of what can be achieved by taking advantage of the opportunities offered by exporting and the full range of support available. It was very good to chair the very competitive international trade panel, and select highly successful trading firms to benefit from the Queen’s Award for Enterprise in international trade.

I strongly encourage UK companies to take advantage of the Department for International Trade’s full range of services and support for exporting.

Among the double-award wining businesses recognised for outstanding achievements in both International Trade and Innovation categories are:

  • DriveWorks Ltd, a software developer
  • Ideal Boilers Ltd, a leading boiler manufacturer
  • Niftylift Ltd, one of the largest manufacturers of ‘cherry pickers’
  • driving simulation software company rFpro
  • tool manufacturer Snap-on UK Holdings
  • innovative technology company Markes International Limited
  • Niftylift Ltd is the only company to get the double award twice, having won awards for International trade and Innovation in 2013.

Roger Bowden, Niftylift’s chairman and founder said:

We are honoured to be recognised for not one, but two prestigious Queen’s Awards for Enterprise in 2019. These awards help to illustrate how our dedication to design and innovation, together with our attention to detail and strong customer focus, have allowed us to compete so successfully in this global marketplace.

I am very proud of the strong and close-knit team we have here at Niftylift and I’d like to thank them all for their professionalism and commitment to ensuring our worldwide reputation and success over the years.

Shaun Edwards, CEO of Ideal Boilers, which won awards for International Trade and Innovation said:

It is an honour and a privilege to receive these awards, which reflect our continued commitment to innovation and international relations. This high recognition emphasises and reflects the hard work and determination of all our employees whose core values of excellence, integrity and an entrepreneurial spirit will continue to drive our business further towards greater achievements.

Tim Hawkins, managing director of Markes International Ltd, which won in International Trade and Innovation said:

It is a great honour to be recognised by Her Majesty The Queen for our excellence in Innovation and, for the second time, International Trade. We take great pride in introducing new technologies to our field of analytical chemistry, and alongside our valued trading partners, have been successful in supporting customers around the world and enhancing scientific progress.

Chris Hoyle, technical director at rFpro, which also won in International Trade and Innovation said:

We are delighted that the hard work of everybody at rFpro has been acknowledged by the Queen’s Awards judging panel and we are so proud to be one of just a few companies to achieve a double award. Our contribution to making the world’s road networks safer is reward enough, but it is fantastic to receive such prestigious recognition.

Applications for the Queen’s Awards for Enterprise 2020 open on 1 May 2019 and close on 10 September 2019. They are free to enter, and it is a self-nominating process. Applicants may apply for more than one award and entries are welcomed from all sectors. For more information and to apply, visit https://www.gov.uk/queens-awards-for-enterprise

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Bosch Capital SAPSA advisory firm of the year award

Bosch Capital has been presented with the 2019 Advisory Firm of the Year Award in the category for Commerce, Law and Management, at the annual South African Professional Services Awards (SAPSA) function, held in Johannesburg recently.

Each year, SAPSA recognises outstanding accomplishments in various fields. Awards are presented for excellence in important areas, including transformation, customer service, contribution to the community and commitment to ethical best practice.

“This esteemed award, which is an honour for the Bosch Capital team, comes as the company celebrated its fifth anniversary in 2018,” says Mike Gibbon, CEO, Bosch Holdings. “We are proud that Bosch Capital has been acknowledged for attributes, which encompass the demonstration of leadership skills, professionalism, resilience and performance excellence.”

Bosch Capital offers advisory, capital raising and investment solutions, which form an integrated financial and engineering solution for clients.

The award was presented to Bosch Capital’s Managing Director, Chris Baloyi, who was also a finalist under the Professional of the Year Award category. Chris had this to say about the company’s win: “We are immensely humbled to have won this prestigious award – it is a great motivator for our team, as we steer the business into the next dimension.”

Bosch Capital is a member of the Bosch Holdings group, a diversified group offering multidisciplinary consulting engineering, skills and development and financial solutions. Another tribute for Bosch Holdings was the SAPSA 2019 Engineering Young Professional of the Year Award, which was presented to Jeshika Ramchund, Lead Engineer – Developments, for Bosch Projects. Bosch Holdings and Bosch Projects were also finalists for the Engineering Large Firm of the Year Award and Engineering Firm of the Year Award, respectively.

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Holding a Board of Directors Meeting in Nigeria

How many members may call for a Board meeting (“the meeting”)?

Section 263 (3) of the Companies and Allied Matters Act (“the CAMA”) provides that;

“A director may, and the secretary on the requisition of a director shall at anytime summon a meeting of the directors”

Except the Articles of Association of the Company stipulates otherwise, the following persons may call for the meeting;

  • (a) Any of the Company’s Directors; or
  • (b) The Company’s Secretary upon the requisition of any of the Company’s Directors.

What is the period between dispatch of the invitation notice of meeting and the meeting?

Section 266 (2) and (3) of the CAMA provides that;

  • “(2) There shall be given 14 days notice in writing to all directors entitled to receive notice otherwise provided in the articles.
  • (3) Failure to give notice in accordance to subsection (2) of this section shall invalidate the meeting”

Consequently, the meeting shall be held 14 clear days’ after dispatch of the notice for the meeting, failing which the meeting shall be invalid.

Who should sign the invitation notice of the meeting?

Further to the provisions of Section 263 (3) of the CAMA, the following persons may sign an invitation notice for the meeting;

  • (a) The Director who summons the meeting; or
  • (b) The Company’s Secretary who summons the meeting upon the requisition of a Director.

Where should the meeting hold?

Section 266 (4) of the CAMA provides that;

“Unless the articles otherwise provide, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Nigeria, provided that if he has given an address in Nigeria, the notice shall be sent to such address”

Since the provisions of Section 266 (4) of the CAMA provides for notice to be given only to Directors in their Nigerian address, the CAMA envisages that the meeting shall be held in any State or location in Nigeria.

Though it is the practice for Nigerian Companies to hold their Board meetings at the registered address of the Company, there is no provision of the CAMA which is against holding a Board meeting at an address in Nigeria other than the registered address of the Company.

Who should attend the meeting?

In practice, the following persons shall attend the meeting;

  • (a) The Company’s Directors;
  • (b) The Company Secretary in order to take minutes and guide the Chairman of the Board on the proceedings;
  • (c) The Chief Financial Officer to present the financial statement of the company;
  • (d) Senior officers of the Company who contribute to the running and growth of the Company;
  • (e) Any other person whose submission is important to the agenda of the meeting.

Who should be notified of the meeting?

It is compulsory to send a notice of the meeting to all the Directors failing which the meeting shall be invalidated. Once notice of the meeting is sent to all the Directors, the Director or Secretary who summons the Board meeting has discharged his responsibility under the provisions of the CAMA.

The Directors present in the meeting, may proceed to deliberate on the agenda and pass resolutions to bind the Board in the absence of some Directors, provided that the quorum stipulated in the Company’s Articles of Association has been met.

It is important to send notice of the meeting to other persons and officers of the Company whose contribution is necessary for successful deliberation in the meeting.

What are other legal and practical details for the meeting?

(a) Board Pack

The notice of the meeting is usually accompanied by a Board Pack containing the agenda of the meeting, minutes of the previous meeting, management and committee reports, financial reports, proposals and other documents which are to be discussed at the meeting. The Board Pack should be sent alongside the notice to enable the Directors and other persons invited to the meeting to adequately prepare for the meeting.

(b) Service of notice

The invitation notice shall be sent to the Directors and other persons scheduled for the Board meeting, personally or by registered post.

(c) Quorum

Section 264 (1) of the CAMA provides that;

“Unless the articles other provide, the quorum necessary for the transaction of the business of directors shall be 2 where there are not more than 6 directors, but where there are more than 6 directors, the quorum shall be one-third of the number of directors and where the number of the directors is not a multiple of three then the quorum shall be one-third to the nearest number”

This means that if the Directors of the Company are less than 6 Directors, the quorum for the meeting shall be 2 Directors. But if the Directors of the Company are more than 6 Directors, the quorum shall be one-third of that number.