FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2003
COMMISSION FILE NUMBER 0-31082
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VI GROUP PLC
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(Translation of registrant's name into English)
THE MILL, BRIMSCOMBE PORT, STROUD, GLOUCESTERSHIRE GL-52QG, U.K.
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
EXPLANATORY NOTE
PURPOSE OF FILING
The following is a copy of Registrant's Notice of Annual General Meeting sent by
Registrant to its shareholders with respect to Registrant's Annual General
Meeting to be held on June 12, 2003:
VI GROUP plc
ANNUAL GENERAL MEETING
FORM OF PROXY
FOR USE BY A HOLDER OF ORDINARY SHARES AT THE ANNUAL GENERAL MEETING OF THE
COMPANY TO BE HELD AT The Mill, Brimscombe Port, Stroud, Gloucestershire
GL5 2QG on 12 June 2003 OR AT ANY ADJOURNMENT THEREOF.
IN BLOCK CAPITALS PLEASE
I/We,
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Of,
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being (a) holder(s) of Ordinary shares of 0.5 pence each in the capital of the
Company HEREBY APPOINT the Chairman of the Meeting (see Note 1) or
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to be my/our proxy to vote for me/us on my/our behalf in respect of my/our
Ordinary shares at the Annual General Meeting of the Company to be held on 12
June 2003 and at any adjournment thereof.
I/We direct that my/our votes be cast on the resolution set out in the Notice
convening such Annual General Meeting as indicated by an X in the appropriate
box below (see Note 2).
Signature(s) (see note (5))
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Dated this day of 2003
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| RESOLUTIONS FOR AGAINST
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|1. To receive the Directors' report and the financial | | |
| statements for the year ended 31 December 2002. | | |
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|2. To re-appoint Donald Babbs as a Director. | | |
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|3. To re-appoint Moore Stephens as auditors and to | | |
| fix their remuneration. | | |
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|4. To authorise the Directors to re-allot relevant | | |
| securities within the meaning of Section 80 of the | | |
| Companies Act 1985. | | |
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|5. To authorise the Directors to allot equity | | |
| securities within the meaning of Section 95 of the | | |
| Companies Act 1985. | | |
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Notes:
1. You may appoint a person other than the chairman of the meeting as your
proxy by entering the name and address of the person you wish to appoint in
the space provided and deleting the words "the chairman of the meeting,
or". A proxy need not be a member of the Company. The chairman of the
meeting will act as your proxy if no other name is inserted.
2. Please indicate how the proxy is to vote by placing an X in the appropriate
box opposite the resolutions.
3. If no indication is given, the proxy will vote or abstain at his discretion
on the resolution and on any other business (including amendments to
resolutions) which comes before the Meeting.
4. This form of proxy duly completed must, in order to be valid for use at the
meeting, be deposited together with the power of attorney or other
authority (if any) under which it is signed or a notarially certified copy
thereof, at the Company's registrars, Capita IRG plc, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours before the
time of the Meeting at which the person(s) named above as proxy proposes to
vote.
5. A Corporation may execute either under seal or under the hand of an officer
duly authorised.
6. In the case of joint holders of shares, any one of such holders may vote
but, if two or more joint holders are present in person or by proxy, the
vote of the senior 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.
7. A member may appoint as his proxy any one or more persons, whether members
of the Company or not.
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| BUSINESS REPLY SERVICE |
| License No. ANG. 1468 |
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CAPITA IRG plc
THE REGISTRY
34 BECKENHAM ROAD
BECKENHAM
KENT
BR3 4TU
VI GROUP plc
THE MILL
VI BRIMSCOMBE PORT
GROUP STROUD
[GRAPHIC OMITTED} GLOUCESTERSHIRE GL5 2QG
ENGLAND
TEL: +44 (0) 1453 732900
FAX: +44 (0) 1453 887444
E MAIL: VERO@VERO.CO.UK
20 May 2003
Dear Shareholder,
ANNUAL GENERAL MEETING
I am pleased to invite you to the fifth AGM of VI Group plc. As in previous
years, the formal business will be accompanied by a presentation to
shareholders, and will be followed by a buffet lunch.
Documentation is enclosed with this letter providing details of the resolutions
to be proposed at the meeting.
The meeting will be held at the Group's head office at the above address on 12
June 2003, with the following timetable:
11:30 a.m. Welcome/Coffee
12:00 p.m. Presentation to shareholders
12:30 p.m. AGM official business
1:00 p.m. Buffet lunch
So that we can make appropriate catering arrangements and ensure that we can
accommodate all of our shareholders who would like to attend, I would be most
grateful if you could complete and return the attendance card attached below. If
you would prefer to confirm by phone, or require details of how to find our
offices, please contact Kerry Huntley on 01453 732900.
I look forward to meeting you on the day.
Yours sincerely
Stephen Palframan
Chairman
VI GROUP plc
AGM ATTENDANCE CARD
I/We being (a) member(s) of the above named Company will be attending the AGM on
12 June 2003
Name(s): Address:
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| BUSINESS REPLY SERVICE |
| License No. ANG. 1468 |
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CAPITA IRG plc
THE REGISTRY
34 BECKENHAM ROAD
BECKENHAM
KENT BR3 4TU
VI
GROUP
[GRAPHIC OMITTED]
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of VI GROUP PLC will be
held at The Mill, Brimscombe Port, Stroud, Gloucestershire GL5 2QG on 12 June
2003 at 12:30 p.m. to consider and, if thought fit, to pass, the following
resolutions:
ORDINARY RESOLUTIONS
1. That the Company's financial statements for the year ended 31 December
2002, together with the accompanying Directors' and auditor's reports, be
and are hereby received and adopted.
2. That Donald Babbs, who retires in accordance with Article 72, being
eligible, be re-elected as a Director of the Company.
3. That Moore Stephens be re-appointed as auditors to the Company and that the
Directors be authorised to fix their remuneration.
4. That the Directors be and are hereby generally and unconditionally
authorised in accordance with Section 80 of the Companies Act 1985 ("the
Act") to exercise all the powers of the Company to allot relevant
securities (within the meaning of Section 80(2) of the Act) up to an
aggregate nominal amount of 100,000. This authority shall expire at the
conclusion of the next Annual General Meeting or, if earlier, on the date
fifteen months following the passing of this Resolution, save that before
such expiry, the Company may make any offer or agreement which would or
might require relevant securities to be allotted after such expiry, and
notwithstanding such expiry, the Directors may allot relevant securities in
pursuance of any such offer or agreement. By the passing of this
Resolution, all unexercised authorities previously granted to the Directors
to allot relevant securities be and are hereby revoked.
SPECIAL RESOLUTION
5. That, subject to the passing of Resolution 4, the Directors be and are
hereby generally empowered in accordance with Section 95 of the Companies
Act 1985 ("the Act") to allot equity securities (as defined in Section
94(2) of the Act) of the Company for cash pursuant to the general authority
conferred by Resolution 4 above as if Section 89(1) of the Act did not
apply to any such allotment, provided that this power shall be limited to:
(i) the allotment of equity securities in connection with an offer of
securities open for acceptance for a period fixed by the Directors, to
the holders of ordinary shares on the register on any fixed record
date in proportion to their holdings of ordinary shares, but subject
to such exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with fractional entitlements or legal
or practical problems arising under the laws of, or the requirements
of any regulatory body or any stock exchange in, any territory; and
(ii) the allotment of equity securities (otherwise than pursuant to (i)
above) up to an aggregate nominal amount of 75,000
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and this power shall expire at such time as the general authority
conferred on the Directors by Resolution 4 above expires, provided
that, before the expiry of this power, the Company may make an offer
or agreement which would or might require equity securities to be
allotted after such expiry and, notwithstanding such expiry, the
Directors may allot equity securities in pursuance of any such offer
or agreement.
By Order of the Board Registered Office:
The Mill
S. PALFRAMAN Brimscombe Port
Secretary Stroud
Gloucestershire
Dated 20 May 2003 GL5 2QG
Notes:
1. Any member entitled to attend and vote at the above meeting is entitled to
appoint more than one proxy to attend and, on a poll, to vote in his stead.
A proxy need not be a member of the Company. Completion of a form of proxy
will not preclude a member from attending and voting at the meeting in
person should he subsequently decide to do so.
2. A form of proxy is enclosed. Any form of proxy and power of attorney or
other authority under which it is signed, or a notarially certified or
office copy of such power or authority, in order to be valid, must reach
the Company's Registrars, Capita IRG plc, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU not less than 48 hours before the time of the
meeting.
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, only holders of shares in the capital of the Company at 5:00 pm on 10
June 2003 or 48 hours before any adjourned meeting are entitled to attend
and vote at the meeting or any adjourned meeting. Changes to entries on the
relevant register of securities after such times shall be disregarded in
determining the rights of any person to attend and vote at the meeting.
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EXPLANATION OF RESOLUTIONS PROPOSED AT THE ANNUAL GENERAL MEETING
RE-ELECTION OF DIRECTORS
Resolution 2
In accordance with Article 72 of the Company's Articles of Association Donald
Babbs retires by rotation, and being eligible, offers himself for re-election at
the AGM.
SHARE CAPITAL RESOLUTIONS
Resolution 4 - renewal of and extension of authority to allot shares
Resolution 4 will be proposed as an ordinary resolution to give the Directors a
general authority, in accordance with Section 80 of the Companies Act 1985, to
allot 20,000,000 ordinary shares (being ordinary shares of a nominal value of
100,000) in the Company equivalent to 54% of the current issued share capital.
Under Association of British Insurers' guidelines, such authority would not
normally exceed the lesser of the unissued Ordinary share capital of the Company
or the sum equal to one-third of the Company's issued share capital. However, in
view of the Company's stated strategy of consolidation in the Computer Aided
Manufacturing market, the additional authority provides flexibility to act on
opportunities for acquisitions or investments, which may arise prior to the
following AGM. This authority replaces the authority given to the Directors on
18 June 2002.
Resolution 5 - renewal and extension of authority to disapply statutory
pre-emption rights
Resolution 5 will be proposed as a special resolution to authorise the Directors
to allot equity securities for cash (otherwise than pro rata to existing
shareholders) in connection with an offer by way of rights which does not
strictly comply with Section 89 of the Companies Act 1985 or otherwise up to a
maximum aggregate nominal value of 75,000 (representing 40 per cent of the
ordinary share capital of the Company presently in issue). Under Association of
British Insurers' guidelines, such authority would not normally exceed 5% of the
Company's issued share capital. As in resolution 4, the additional authority
provides flexibility to act on opportunities for acquisitions or investments,
which may arise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VI GROUP PLC
BY s/ELLIOT I. MILLER
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Elliot I. Miller
Director and Deputy Chairman
of VI Group plc
Date: June 11, 2003