Notice of Annual General Meeting


If you are in any doubt about the action you should take in relation to this Circular you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser. If you sell or have sold or transferred your shares in Yatra Capital Limited, this Circular and any other related documents should be passed on to the person or persons through/to whom the sale or transfer was effected for transmission to the purchaser or transferee.

Dear Shareholder

I am writing on behalf of the Board to provide notice of the forthcoming Annual General Meeting of Yatra Capital Limited (the "Company") to be held on 17 September 2018 at 10.00 am (BST) at the registered office of the Company, Second Floor, No. 4 The Forum, Grenville Street, St Helier, Jersey JE2 4UF (the "AGM").

Re-Election of Directors
Given that the board has now resolved to propose a winding-up of the Company, the directors among themselves have discussed the appropriate size, composition and cost of the board to achieve this end. Christopher Wright and Malcolm King have decided not to offer themselves for re-election. Shareholders should note that the contribution of each has resulted in a greater return of capital to shareholders than would have otherwise been the case, and my sincere thanks go to each of them for their hard work, diligence and wise counsel during their tenure. The other Directors of the Company will offer themselves for re-election at the AGM in the normal way. Due to regulatory restrictions, if any of those Directors is not re-elected, he will only cease to be a Director once the consent of the Jersey Financial Services Commission has been obtained (and this consent will only be sought in the event that the relevant Director is not re-elected). Any such Director will not take part in the management of the Company pending receipt of such regulatory consent (save as may be required to preserve and protect the Company's assets and interests or as may be required to comply with applicable regulation or legal obligation).

Re-appointment of Auditors
Pursuant to a resolution passed at the Company's Annual General Meeting held on 11 September 2017, KPMG Channel Islands Limited was appointed by the Board as auditor to the Company. KPMG Channel Islands Limited will offer itself for re-appointment at the AGM to hold office until the conclusion of the next annual general meeting of the Company.

Amendment to Investment Management Agreement
Pursuant to a resolution passed at the Company Annual General Meeting held on 14 September 2016 the terms of the investment management agreement between K2 Property Limited and IL&FS Investment Advisers LLC (the "Investment Management Agreement") were amended to include, amongst other matters, a longstop date to the agreement of 31 December 2018 (the "Longstop Date"). The Board is in the process of realising the Company's assets and returning the resulting capital to investors, however it is possible that not all of the Company's assets will have been realised prior to the Longstop Date. It is therefore proposed that the Longstop Date be extended to 30 June 2019 and that the Investment Management Agreement be further amended accordingly. 

Deregulation and Winding Up of the Company
It is proposed that as a consequence of the realisation of the Company's assets the Company shall be deregulated and be wound up summarily pursuant to Chapter 2 (Summary Winding-Up) of Part 21 (Winding-Up of Companies) of the Companies (Jersey) Law 1991, as amended (the "Law") (the "Winding Up").

Pursuant to Article 145 of the Law, the Company can only be wound up summarily under Chapter 2 (Summary Winding Up) of Part 21 (Winding-Up of Companies) of the Law if the Company:

(a) has no liabilities;

(b) has liabilities that have already fallen due or that fall due within 6 months after the commencement of the winding up, that it will be able to discharge in full within 6 months of the commencement of the winding-up;

(c) has liabilities that will arise more than 6 months after the commencement of the winding-up that it will be able to discharge in full as they fall due; or

(d) has a combination of the liabilities mentioned in (b) and (c) above.

The Board have determined that the Company has liabilities that will arise more than 6 months after the commencement of the Winding-Up that it will be able to discharge in full as they fall due.

The proposed commencement of the Winding-Up requires the approval of a Special Resolution of the Company.

In the event that the Special Resolution is passed, the Company will be placed in liquidation. In accordance with Article 148 of the Law the corporate state and capacity of the Company will continue after the commencement of the Winding-Up until the Company is dissolved. However, subject to Articles 154 (Termination of summary winding up) and 186A (References to the Court) of the Law, the Company's powers cannot be exercised except so far as may be required to realise its assets, to discharge its liabilities (if any) and to distribute its assets in accordance with Article 150 of the Law.

Important Considerations
You are reminded of the need to obtain advice from your financial adviser if you are in any doubt about the action you should take in relation to this Circular. In view of the voting requirements it is important that you exercise your voting rights by providing a Written Confirmation (as described on page 7) and, if necessary, completing a delegate proxy form (as set out on pages 8 and 9) and returning it to the address specified therein.

The Board believes that the Proposals are in the best interests of the Company and the Shareholders as a whole. The Board therefore recommends approval of the Proposals and that you vote in favour of each of the resolutions to be proposed at the AGM other than the proposals to re-elect the directors, upon which it is not appropriate to make a recommendation.

Message details

Sub-group Equities
Issuer Yatra
Category Meeting
Symbol YATRA
Securities name Ordinary shares
Publication date August 6 2018


Yatra AGM Announcement 2018.pdf