AGM Information • Jul 17, 2020
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor or accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Speedy Hire Plc, please hand this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Notice of Annual General Meeting 2020
Speedy Hire Plc (Registered in England and Wales No. 00927680)
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
Directors: David Shearer (Chairman) Russell Down Chris Morgan Bob Contreras Rob Barclay Rhian Bartlett David Garman
17 July 2020
To the holders of ordinary shares in Speedy Hire Plc ('Company')
Dear Shareholder
I am writing to advise you that the 2020 Annual General Meeting ('AGM') of the Company is to be held on 10 September 2020 at 11:00am. Typically I would be pleased to invite you to attend the AGM in person, however, due to the outbreak of the Coronavirus (COVID-19) it has been necessary to make changes on how we hold and conduct this year's AGM.
Following changes to company law introduced under the Corporate Insolvency and Governance Act 2020 on 26 June 2020, and as a result of the UK Government 'stay alert measures' and related guidance on social distancing and public gatherings ('COVID-19 Related Measures'), the Directors have decided that the AGM will be held on a closed basis by electronic or telephonic means. This decision has been taken to protect the health and safety of our colleagues and shareholders in light of the COVID 19 Related Measures currently in place and recognising the possibility of increased measures being introduced nearer to the date of the AGM. The AGM will be held as a closed meeting that is solely functional in format and shareholders will not be able to attend. A very limited number of persons from the Company will conduct the meeting such that relevant legal requirements can be satisfied. As shareholders will not be able to attend in person, we strongly encourage voting on all resolutions by completing a proxy appointment form appointing the chairman of the meeting as your proxy. All valid proxy votes to be exercised by the chairman of the meeting will also be included in any vote taken at the meeting. The results of the votes on the proposed resolutions will be announced, in the normal way, via poll as soon as practicable after the conclusion of the AGM.
Despite these exceptional circumstances, the Board is keen to maintain engagement with shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the formal business of the AGM, please email your question to [email protected] by 11:00am on Tuesday 8 September 2020. Answers to any frequently asked questions may be published on our website at www.speedyservices. com/investors following the AGM.
The formal notice convening the meeting is set out at pages 4 to 6 of this document. In this letter, I will provide you with a detailed explanation of the resolutions to be proposed at the meeting.
At this year's AGM we will be proposing a number of resolutions, as set out below. Resolutions 1 to 12 and resolution 17 will be proposed as ordinary resolutions. Resolutions 13 to 16 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.
As a result of the COVID-19 pandemic the Group has taken advantage of substantial government support schemes in the UK and implemented cost reduction measures across the business that have affected colleagues and other stakeholders. Whilst the Board recognises the importance of dividend returns and financial discipline to shareholders it has decided not to recommend payment of a final dividend for the year. The Board will consider whether it is appropriate to recommend payment of an interim dividend at the time of the half year results in November 2020.
This resolution deals with the delivery by the directors of the Company ('Directors') to the shareholders of the Company ('Shareholders') of the accounts for the financial year ended 31 March 2020 (including the Directors' and auditors' report on those accounts) ('Annual Report and Accounts') and the adoption thereof by the Company.
The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee which report is set out on pages 77 to 97 of the Company's Annual Report and Accounts ('Directors' Remuneration Report').
Resolution 2 is the resolution to approve the Directors' Remuneration Report, other than the part containing the Group's remuneration policy for Directors ('Directors' Remuneration Policy'). The Company is required to seek Shareholders' approval in respect of the contents of the Directors' Remuneration Report on an annual basis. This vote is an advisory one and does not affect the actual remuneration paid to any individual Director.
Resolution 3 is the resolution to approve the Directors' Remuneration Policy as set out on pages 80 to 89 of the Directors' Remuneration Report. This part of the Directors' Remuneration Report contains the policy in relation to future payments to the Directors and former Directors which is subject to a binding Shareholder vote by ordinary resolution every three years (the current policy having been approved by Shareholders at the Company's Annual General Meeting in 2017). The new policy will, if approved, take effect from the conclusion of the AGM. If the new Directors' Remuneration Policy is not approved, the Directors' Remuneration Policy approved at the Company's Annual General Meeting in 2017 will continue to apply.
No fundamental changes to the Directors' Remuneration Policy are being proposed. However, a number of modifications are being proposed to take account of the new UK Corporate Governance Code, updated investor guidelines and current market practice that will allow flexibility to deliver appropriate rewards and drive performance over the next policy cycle. This year, we consulted with major Shareholders and revisions were made to take account of the feedback received where appropriate. If the Directors' Remuneration Policy is approved and remains unchanged, it will be valid for up to three financial years without new Shareholder approval being required. If the Company then wishes to change the policy after three years, it will need to put the revised policy to a Shareholder vote before it is able to implement the revised policy, and, if not approved, the policy approved at this year's AGM would continue to apply.
Provision 18 of the UK Corporate Governance Code recommends that all directors of listed companies should be subject to annual re-election by shareholders and in addition the Articles of Association of the Company ('Articles') require that each Director retires from office at each Annual General Meeting. As we announced by Regulatory News Service on 8 June 2020, Chris Morgan will be stepping down from the Board on 31 July 2020 and consequently will not be standing for re-election at the AGM.
Having due regard to the internal Board and individual Director performance evaluations and their contributions both individually and also in contribution to the balance of skills, knowledge and capability of the Board as a whole, the Board has determined that each Director standing for re-election continues to contribute effectively and demonstrates commitment to their role and is recommended for re-election at the forthcoming AGM. This consideration includes the respective skills and experience detailed within their biographies which can be found on pages 62 to 63 of the Annual Report and Accounts. The Board believes this information is sufficient to enable Shareholders to make an informed decision on the proposed re-election of the Directors.
Resolution 10 proposes the reappointment of KPMG LLP as auditors and, in accordance with the Company's normal practice, resolution 11 authorises the Directors to determine the auditors' remuneration.
The Companies Act 2006 ('Act') provides that the Directors may not allot shares unless authorised to do so by the Company in general meeting or by its Articles. This resolution seeks renewal, for a further period expiring at the earlier of the close of the 2021 Annual General Meeting or 30 September 2021, of the authority previously granted to the Directors at last year's Annual General Meeting.
The authority in paragraph (a) of this resolution relates to a total of 175,626,041 ordinary shares, being just under one third of the issued share capital of the Company as at 13 July 2020 (being the latest practicable date prior to publication of this document). In accordance with the guidelines issued by the Investment Association, the resolution also contains an authority (in paragraph (b) of this resolution) for the Directors to allot 351,252,083 ordinary shares, being just under two thirds of the issued share capital of the Company as at 13 July 2020 (being the latest practicable date prior to publication of this document) in connection with a pre-emptive offer by way of rights issue only.
The Directors have no present intention of allotting, or agreeing to allot, any ordinary shares otherwise than in connection with employee share schemes, to the extent permitted by such schemes. The Directors continue to monitor potential opportunities for growth and in the event of one of these opportunities proceeding, this may require the allotment of ordinary shares pursuant to this authority.
The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new equity securities. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing Shareholders. The Directors' current authority to do so expires at the close of the forthcoming AGM and, accordingly, these resolutions seek to renew this authority on similar terms for a further period, expiring at the earlier of the close of the 2021 Annual General Meeting or 30 September 2021.
The authority in resolution 13, if granted, will relate to allotment in respect of rights issues and similar offerings (where difficulties arise in offering shares to certain overseas Shareholders and in relation to fractional entitlements and certain other technical matters) and generally to allotments (other than in respect of rights issues) of equity securities having an aggregate nominal value not exceeding £1,317,195 (being approximately 5% of the issued ordinary share capital of the Company as at 13 July 2020 (being the latest practicable date prior to the publication of this document)).
Resolution 14 is additional authority for the Directors to issue ordinary shares for cash in connection with an acquisition or capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles up to an additional aggregate nominal amount of £1,317,195 (being approximately 5% of the issued ordinary share capital of the Company as at 13 July 2020 (being the latest practicable date prior to the publication of this document)). The Directors confirm that they will only allot shares pursuant to this authority where the allotment is in connection with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.
The Directors do not have any present intention of exercising the authorities in resolutions 13 or 14 but believe it is important for the Company to have the flexibility which these authorities afford. The Directors do not intend to issue more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three-year period without prior consultation with the relevant investor groups (except in connection with an acquisition or specified capital investment if authorised under resolution 14).
This resolution is to renew the Company's authority to make market purchases of its own shares. The authority should not be taken to imply that shares will be purchased at any particular price or, indeed, at all, and the Board has no present intention of exercising this power but would wish to retain the flexibility to do so in the future. The authority will expire at the earlier of the conclusion of the 2021 Annual General Meeting or 30 September 2021. The Board intends to seek renewal of this power at subsequent Annual General Meetings.
The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 13 July 2020 (being the latest practicable date prior to publication of this document)) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act and the rules of the Financial Conduct Authority. Any purchases would only be made on the London Stock Exchange. The Directors have not yet decided whether such shares, if repurchased, would be cancelled or taken into treasury, and a decision would be taken in the light of prevailing circumstances at the time of the purchase. The Board will only exercise the power to make purchases of shares after consideration of the effects on earnings per share and the benefits for Shareholders generally. As at 13 July 2020 (being the latest practicable date prior to publication of this document), there were options outstanding over 12,495,720 ordinary shares, representing 2.37% of the Company's issued share capital. If the authority given by resolution 15 was to be fully used, the options currently in issue would then represent 2.64% of the Company's issued share capital.
The Articles enable the Company to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Act increases this period to 21 days unless Shareholders have approved a shorter period, which cannot be less than 14 days. This resolution seeks such approval. The Company will also need to meet certain requirements for electronic voting before it can call a general meeting on 14 clear days' notice. The approval of this resolution will be effective until the conclusion of the Annual General Meeting of the Company in 2021, when it is intended that the approval will be renewed.
It is the policy of the Company not to make donations to political parties or incur political expenditure and it has no present intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, the Act contains wide definitions of 'political donation', 'political organisation' and 'political party' and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the Shareholders' interest for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community (or sections of it) or special interest groups. Sponsorship, subscriptions, payment of expenses and paid leave for employees fulfilling public duties may even fall under the definitions. If this resolution is passed the Company and its subsidiaries will be authorised to make donations and incur expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The Directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. In common with other listed companies, the Directors are therefore seeking Shareholders' approval in the terms outlined in this resolution.
As it is not possible for Shareholders to attend the AGM in person, you are asked to complete the enclosed form of proxy and to post it to the Company's Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible but, in any event, to arrive no later than 11:00am on 8 September 2020. Ordinarily completion and posting of the form of proxy would not preclude you from attending and voting in person at the AGM should you wish to do so, however, you are reminded that the AGM will be a closed meeting this year and therefore attendance in person will not be possible.
If you are a member of CREST, you may register your appointment of a proxy through the CREST electronic appointment service using CREST ID RA19. For further details refer to the CREST manual. Ordinarily, completion of a form of proxy or the appointment of a proxy electronically would not stop you attending the AGM and voting in person should you so wish, however, you are reminded that the AGM will be a closed meeting this year and therefore attendance in person will not be possible.
A 'vote withheld' option is provided on the form of proxy accompanying this Notice of Meeting which is to enable you to withhold your vote on any particular resolution. 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 votes 'for' or 'against' a resolution.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6:30pm on 8 September 2020 shall be entitled to attend (subject to the AGM being a closed meeting) or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the AGM.
Subject to the COVID-19 Related Measures in place, copies of (a) the Directors' service contracts and letters of appointment; and (b) a Statement of Directors' share interests and those of their families will be available for inspection during business hours on any weekday from the date of this letter until the conclusion of the AGM at the Company's registered office. As the AGM will be held electronically or by telephone as a closed meeting copies of these documents will be made available by emailing the Company Secretary at [email protected].
The Directors believe that the resolutions referred to above which are to be proposed at the AGM are in the best interests of the Company and of the Shareholders as a whole and recommend Shareholders to vote in favour of them, as each of the Directors intends to do in respect of their own beneficial holding.
Yours faithfully
David Shearer
Chairman
(Registered in England and Wales No. 00927680)
NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Speedy Hire Plc ('Company') will be held on 10 September 2020 to consider and, if thought fit, to pass the following resolutions, of which the resolutions numbered 1 to 12 and 17 will be proposed as ordinary resolutions and the resolutions numbered 13 to 16 will be proposed as special resolutions:
and this authority shall expire on 30 September 2021 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2021 but the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if the authority had not expired.
and this power shall expire on 30 September 2021 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2021 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to such offer, agreement or arrangement as if this power had not expired.
and this power shall expire on 30 September 2021 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2021 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to such offer, agreement or arrangement as if this power had not expired.
in each case during the period commencing on the date of this resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2021 and provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during such period. For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings set out in sections 363 to 365 (inclusive) of the Act.
By Order of the Board
Company Secretary 17 July 2020
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
Speedy Hire Plc Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
speedyservices.com/investors
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