Trinity Biotech PLC 6-K, filed Sep 17, 2021
Trinity Biotech PLC (TRIB)
6-K
2021-09-17
For: 2021-09-17
View Original
Added on
July 07, 2026
About this 6-K
Trinity Biotech PLC filed this 6-K on September 17, 2021.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2021
TRINITY BIOTECH PLC
(Name of Registrant)
IDA Business Park
Bray, Co. Wicklow
Ireland
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
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 by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
EXPLANATORY NOTE
Trinity Biotech plc sent holders of Ordinary Shares the
following: “Chairman‘s Letter“, “Notice of Annual General Meeting“ and “Form
of Proxy“. A copy of these are documents are filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 and incorporated
herein by reference.
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EXHIBIT INDEX
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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.
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TRINITY BIOTECH PLC
(Registrant)
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By:
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/s/ John Gillard | |
| John Gillard | |||
| Chief Financial Officer | |||
Date: September 17, 2021
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Exhibit 99.1
September 6, 2021
Dear Shareholder,
Annual General Meeting 2021
On behalf of the board of directors (the "Board") of Trinity Biotech plc (the "Company"), I am pleased to enclose notice of the Company’s 2021 Annual General Meeting to be
held at the Company’s registered office at IDA Business Park, Bray, Co. Wicklow, Ireland on September 29, 2021 at 4.00pm (the "AGM").
Ordinary Business
In the enclosed notice of AGM, you will have noticed that resolutions 1 and 2 are the standard resolutions to review the Company's
affairs and consider the Company's financial statements for the year ended December 31, 2020 and to authorise the Board to fix the statutory auditors' remuneration.
At this year's AGM, Mr. Clint Severson will retire as a director by rotation in accordance with Articles 87 and 88 of the Articles of
Association of the Company (the "Articles") and, being eligible, offers himself for re-election pursuant to resolution 3.
Special Business
I would like to take this opportunity to provide some additional information in relation to the various items of special business
which are to be considered at the AGM, namely resolutions 4 to 7.
Resolution 4
The Board was previously authorised by ordinary resolution of the Company’s shareholders passed on June 9, 2017 to allot and issue
securities in the Company up to a maximum amount of the number of authorised but unissued securities in the capital of the Company from time to time and for the time being. This authority is due to expire on June 9, 2022. Resolution 4 is proposed
to renew that authority for a further five years (unless otherwise renewed, varied or revoked during this period).
Resolution 4 is a standard resolution which is required under Irish company law and will allow the Company to allot new shares for
whatever reason in future. Seeking such authority is normal practice for Irish companies listed in the United States.
Resolution 5
The Board was previously authorised by special resolution of the Company’s shareholders passed on June 9, 2017 to allot equity
securities in the Company for cash without first having to offer such securities to existing shareholders on a pro-rata basis. This authority is due to expire on June 9, 2022. Resolution 5 is proposed to renew this authority for a further five
years (unless otherwise renewed, varied or revoked).
As with Resolution 4, this is a standard resolution for Irish companies listed in the United States.
Resolution 6
This resolution seeks to renew the authority for the Company and/or any of its subsidiaries to purchase the Company's own shares and
American Depositary Receipts evidencing such shares ("ADRs") on NASDAQ within certain prescribed limits. This authority is renewed on an annual
basis. Under the terms of this resolution, the maximum number of shares that can be purchased is 25% of the shares in issue at close of business on the date of the passing of the resolution. The minimum price which may be paid is the nominal value
of the shares (or shares evidenced by ADRs) acquired by the Company under this resolution and the maximum price is 110% of the average of the NASDAQ official close price of such shares for the previous 10 business days. The power under this
resolution will expire 18 months after the forthcoming AGM unless previously revoked, varied or renewed.
Resolution 7
This resolution sanctions the price range at which any shares or ADRs held in treasury ("Treasury Shares") can be re-allotted other than on a securities exchange. This authority is renewed by the Company on an annual basis. The maximum and minimum prices at which such a
Treasury Share may be re-allotted are 115% and 85%, respectively of the average of the NASDAQ official close price of such shares calculated over the 10 business days immediately preceding the date of such re-allotment. If adopted, the authority
under this resolution will expire 18 months after the forthcoming AGM unless previously revoked, varied or renewed.
Proxy Forms
For those of you who are not attending the meeting we would strongly encourage you to vote your shares by completing, signing and
returning the enclosed form of proxy as soon as possible. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or certified copy of such power or authority), must
be lodged with the Company Secretary (c/o Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland) not later than September 27, 2021 at 4:00 pm (or in the case of an adjournment, 48 hours
before the time appointed for the holding of the meeting).
COVID-19
In light of COVID-19, we strongly encourage our shareholders to vote by proxy in advance of the AGM. Depending on concerns about and
developments relating to COVID-19, the Board could determine to change the date, time and/or format of the meeting, subject to Irish law requirements. Any such determinations and changes will be made and communicated in accordance with Irish law
and related requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.
Recommendation
The Board is satisfied that the resolutions set out in the notice of AGM are in the best interests of the Company and its
shareholders. Accordingly, the Board unanimously recommend that you vote in favour of each of the resolutions as they intend to do in respect of all the shares which can be voted by them.
As always, I thank you for your continued support.
Ronan O’Caoimh
Chairman
Chairman
September 6, 2021
Exhibit 99.2
September 6, 2021
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Contact: Trinity Biotech plc
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Lytham Partners, LLC
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John Gillard
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Joe Diaz
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(353)-1-2769800
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(1)-602-889-9700
E-mail: investorrelations@trinitybiotech.com
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 29,
2021 AT 4.00P.M.
Dear Shareholder
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Trinity Biotech plc (the “Company”) will be held at the Company’s registered office at IDA Business
Park, Bray, Co. Wicklow, Ireland on September 29, 2021 at 4.00pm for the following purposes:
Ordinary Business
1. To review the affairs of the Company and consider the financial statements of the Company for the year ended December 31, 2020 together with the reports
of the directors and statutory auditors thereon.
2. To authorise the board of directors to fix the statutory auditors' remuneration.
3. To re-elect as a director Mr. Clint Severson who retires by rotation and, being eligible, offers himself for re-election.
Special Business
4. To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purposes of Section 1021 of the Companies Act 2014, the directors be and are generally and unconditionally authorised to exercise all the powers of the Company to
allot and issue relevant securities (as defined by Section 1021 of that Act (including, without limitation, any treasury shares, as defined by Section 106 of that Act)) up to a maximum amount of the number of authorised but unissued relevant
securities in the capital of the Company from time to time and for the time being. The authority hereby conferred shall expire five years after the date of this resolution unless previously renewed, varied or revoked by the Company. The Company
may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this authority has expired and the directors may allot relevant securities in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired.”
5. To consider and, if thought fit, pass the following resolution as a special resolution:
“That, if Resolution 4 above is passed, the directors be and are empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined by section
1023 of the Companies Act 2014) for cash pursuant to the authority conferred on the Directors of the Company by Resolution 4 above as if section 1022 of the Companies Act 2014 did not apply to any such allotment. The power hereby conferred shall
expire at the close of business on the day five years from the date upon which the resolution is passed unless previously renewed, revoked or varied; provided that the Company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.”
6. To consider and, if thought fit, pass the following resolution as a special resolution:
"That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company be generally authorised to make overseas market purchases (as defined
by Section 1072 of that Act) on the National Association of Securities Dealers Automated Quotation Market (“NASDAQ”), of "A" Ordinary Shares of US$0.0109 each issued in the capital of the Company (the "Share(s)") and/or American Depositary Receipts evidencing the Shares, on such terms and conditions and in such manner as the directors may determine from time to time but subject, however, to the provisions of
the Companies Act 2014, the Articles of Association of the Company and to the following provisions:
a. the maximum number of the Shares (or Shares evidenced by American Depositary Receipts) authorised to be acquired pursuant to this resolution shall not
exceed 25% of the Shares in issue of the Company as at the close of business on the date of the passing of this resolution;
b. the minimum price (exclusive of taxes and expenses) which may be paid for a Share (or per Share evidenced by American Depositary Receipts) shall be an
amount equal to the nominal value of that Share; and
c. the maximum price (exclusive of taxes and expenses) which may be paid for a Share (or per Share evidenced by American Depositary Receipts) shall be an
amount equal to 110% of the average of the NASDAQ official close price of the Shares (being appropriately adjusted to reflect the number of Shares evidenced by American Depositary Receipts) for the period of ten business days immediately preceding
the day on which the Share is purchased.
The authority hereby conferred shall expire at the close of business on the date which is eighteen months after the date of passing this resolution unless previously revoked,
varied or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company and/or any subsidiary of the Company may, before such expiry, enter into a contract for the purchase of Shares and/or American Depositary
Receipts which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.”
7. To consider and, if thought fit, pass the following resolution as a special resolution:
"That, for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which Shares and/or American Depositary Receipts held as treasury shares (as
defined by Section 106 of that Act) ("Treasury Shares") may be re-allotted off-market shall be as follows:
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the maximum price (exclusive of expenses) at which a Treasury Share may be re-allotted off-market shall be an amount equal to 115% of the Relevant Price; and
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the minimum price (exclusive of expenses) at which a Treasury Share may be re-allotted off-market shall be an amount equal to 85% of the Relevant Price.
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For the purposes of this resolution, the expression "the Relevant Price" shall mean the average of the NASDAQ official close price of the
Shares (being appropriately adjusted to reflect the number of Shares evidenced by American Depositary Receipts) for the period of ten business days immediately preceding the day on which the Treasury Share is re-allotted.
The authority hereby conferred shall expire at the close of business on the date which is eighteen months after the date of passing this resolution unless previously revoked, varied or renewed in
accordance with and subject to the provision of the said Section 1078."
By order of the Board
John Gillard
Company Secretary
Company Secretary
Notes:
1. Any member entitled to attend and vote at this meeting may appoint one or more proxies who need not be a member of the Company to attend, speak and vote in his/her place.
Completion of the enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.
2. To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or a notarially certified copy of such power
or authority), must be lodged with the Company Secretary (c/o Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland) not later than September 27, 2021 at 4:00 pm (or in the case of an
adjournment, 48 hours before the time appointed for the holding of the meeting).
3. Only shareholders on the register of members at the close of business on September, 27 2021, the record date for the Annual General Meeting, are entitled to attend and vote
at the Annual General Meeting or any adjournment or postponement thereof.
4. Section 186(b) of the Companies Act 2014 requires that at the annual general meeting of a company, the members review the affairs of the Company. The Company will continue
the practice of making a presentation on the Company’s affairs at the Annual General Meeting which, together with the consideration by shareholders of the directors’ report and financial statements for the year ended December 31, 2020 will allow
shareholders to review the affairs of the Company.
5. In accordance with Section 1072 of the Companies Act 2014, except where specified, each of Resolution 6 and Resolution 7 shall apply equally to American Depositary Receipts
as each of them applies to the Shares.
6. Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the Annual General Meeting in person but have validly submitted a
form of proxy will have their votes taken into account according to the number of shares they hold.
7. Where used in this Notice the expression “American Depositary Receipt” means an American depositary receipt evidencing one or more American depositary share(s), each of
which in turn represents four Shares.
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All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
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9. In light of COVID-19, we
strongly encourage our shareholders to vote by proxy in advance of the meeting. Depending on concerns about and developments relating to COVID-19, the Board could determine to change the date, time and/or format of the meeting, subject to Irish law
requirements. Any such determinations and changes will be made and communicated in accordance with Irish law and related requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19
and that affect the meeting.
Exhibit 99.3
Trinity Biotech plc
Form of Proxy
For use at the Annual General Meeting to be held at IDA Business Park, Bray, County Wicklow, Ireland at 4:00 pm on September 29, 2021
I/We ________________________________________________________________
(BLOCK LETTERS)
of ________________________________________________________________
being a member/members of the above Company hereby appoint the Chairman of the Annual General Meeting
*or failing him __________________________________________________________
as my/our proxy to vote for me/us on my/our behalf at the said meeting of the Company to be held at 4:00 pm September 29, 2021 and at any adjournment thereof.
I/We direct that my/our vote(s) be cast on each specified resolution as indicated by an X in the appropriate box below.
*If it is desired to appoint another person as proxy, these words should be deleted and the name and address of the proxy, who need not be a member of the Company be inserted.
RESOLUTIONS
Ordinary Business
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Against
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1. To review the affairs of the Company and consider the financial statements of the Company for the year ended December 31, 2020 together with the reports of the
directors and statutory auditors thereon.
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2. To authorise the board of directors to fix the statutory auditors' remuneration.
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☐ | ☐ |
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3. To re-elect as a director Mr. Clint Severson who retires by rotation and, being eligible, offers himself for re-election.
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☐ | ☐ |
Special Business
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4. To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
“That for the purposes of Section 1021 of the Companies Act 2014, the directors be and are generally
and unconditionally authorised to exercise all the powers of the Company to allot and issue relevant securities (as defined by Section 1021 of that Act (including, without limitation, any treasury shares, as defined by Section 106 of that
Act)) up to a maximum amount of the number of authorised but unissued relevant securities in the capital of the Company from time to time and for the time being. The authority hereby conferred shall expire five years after the date of
this resolution unless previously renewed, varied or revoked by the Company. The Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this
authority has expired and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.”
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5. To consider and, if thought fit, pass the following resolution as a
special resolution:
“That, if Resolution 4 above is passed, the directors be and are empowered pursuant to section 1023
of the Companies Act 2014 to allot equity securities (as defined by section 1023 of the Companies Act 2014) for cash pursuant to the authority conferred on the Directors of the Company by Resolution 4 above as if section 1022 of the
Companies Act 2014 did not apply to any such allotment. The power hereby conferred shall expire at the close of business on the day five years from the date upon which the resolution is passed unless previously renewed, revoked or varied;
provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or
agreement as if the power hereby conferred had not expired.”
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6. To consider and, if thought fit, pass the following resolution as a special resolution:
"That the Company and/or any subsidiary (as defined by Section 7 of the
Companies Act 2014) of the Company be generally authorised to make overseas market purchases (as defined by Section 1072 of that Act) on the National Association of Securities Dealers Automated Quotation Market (“NASDAQ”), of "A" Ordinary Shares of US$0.0109 each issued in the capital of the Company (the "Share(s)") and/or American Depositary Receipts evidencing the Shares, on such terms and
conditions and in such manner as the directors may determine from time to time but subject, however, to the provisions of the Companies Act 2014, the Articles of Association of the Company and to the following provisions:
a. the maximum number of the Shares (or Shares evidenced by American
Depositary Receipts) authorised to be acquired pursuant to this resolution shall not exceed 25% of the Shares in issue of the Company as at the close of business on the date of the passing of this resolution;
b. the minimum price (exclusive of taxes and expenses) which may be
paid for a Share (or per Share evidenced by American Depositary Receipts) shall be an amount equal to the nominal value of that Share; and
c. the maximum price (exclusive of taxes and expenses) which may be
paid for a Share (or per Share evidenced by American Depositary Receipts) shall be an amount equal to 110% of the average of the NASDAQ official close price of the Shares (being appropriately adjusted to reflect the number of Shares
evidenced by American Depositary Receipts) for the period of ten business days immediately preceding the day on which the Share is purchased.
The authority hereby conferred shall expire at the close of business on the date which is
eighteen months after the date of passing this resolution unless previously revoked, varied or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company and/or any subsidiary of the Company may,
before such expiry, enter into a contract for the purchase of Shares and/or American Depositary Receipts which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred
hereby had not expired."
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7. To consider
and, if thought fit, pass the following resolution as a special resolution:
"That, for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at
which Shares and/or American Depositary Receipts held as treasury shares (as defined by Section 106 of that Act) ("Treasury Shares") may be re-allotted off-market shall be as follows:
a. the maximum price (exclusive of expenses) at which a Treasury Share may be re-allotted
off-market shall be an amount equal to 115% of the Relevant Price; and
b. the minimum price (exclusive of expenses) at which a Treasury Share may be re-allotted
off-market shall be an amount equal to 85% of the Relevant Price.
For the purposes of this resolution, the expression "the Relevant Price" shall
mean the average of the NASDAQ official close price of the Shares (being appropriately adjusted to reflect the number of Shares evidenced by American Depositary Receipts) for the period of ten business days immediately preceding the day
on which the Treasury Share is re-allotted.
The authority hereby conferred shall expire at the close of business on the date which is eighteen months after the
date of passing this resolution unless previously revoked, varied or renewed in accordance with and subject to the provision of the said Section 1078."
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Unless otherwise indicated, the proxy will vote, or may abstain from voting, on any business coming before the Annual General Meeting or any adjournment or postponement thereof as he thinks fit.
Dated this day of 2021
Signature
Notes
1. Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place.
Completion of the enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.
2. To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or a notarially certified copy of such
power or authority), must be lodged with the Company Secretary (c/o Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland) not later than September 27, 2021 at 4:00 pm (or in the case
of an adjournment, 48 hours before the time appointed for the holding of the meeting).
3. Only shareholders on the register of members at the close of business on September, 27 2021, the record date for the Annual General Meeting, are entitled to vote at the
Annual General Meeting or any adjournment or postponement thereof.
4. Section 186(b) of the Companies Act 2014 requires that at the annual general meeting of a company, the members review the affairs of the Company. The Company will
continue the practice of making a presentation on the Company’s affairs at the Annual General Meeting which, together with the consideration by shareholders of the directors’ report and financial statements for the year ended December 31, 2020
will allow shareholders to review the affairs of the Company.
5. In accordance with Section 1072 of the Companies Act 2014, except where specified, each of Resolution 6 and Resolution 7 shall apply equally to American Depositary
Receipts as each of them applies to the Shares.
6. Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the Annual General Meeting in person but have validly
submitted a form of proxy will have their votes taken into account according to the number of shares they hold.
7. Where used in this Notice the expression “American Depositary Receipt” means an American depositary receipt evidencing one or more American depositary share(s), each of
which in turn represents four Shares.
| 8. |
All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
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| 9. |
In light of COVID-19, we strongly encourage our shareholders to vote by proxy in advance of the meeting. Depending on concerns about and developments relating to COVID-19, the Board could determine to change the date, time and/or
format of the meeting, subject to Irish law requirements. Any such determinations and changes will be made and communicated in accordance with Irish law and related requirements. The Company will be obliged to comply with any legal
restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.
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