Pre-Annual General Meeting Information • Sep 16, 2020
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares in Ashmore Group plc, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Your attention is drawn to Ashmore Group plc's Annual Report and Accounts for the year ended 30 June 2020.
UBS Investment Bank and Morgan Stanley, who are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of UBS Investment Bank and Morgan Stanley or for providing advice in relation to such proposals.
(Incorporated and registered in England and Wales under No. 3675683)
In the interests of mitigating any risks from the ongoing Coronavirus (COVID-19) pandemic and to prioritise the well-being of Ashmore's employees, shareholders and other stakeholders, the following measures will apply at the AGM: social distancing measures will be in place, hand sanitiser will be provided on entry to the AGM and must be used; no refreshments will be provided and attendees will have to comply with the health and safety measures at the AGM venue (including the requirement to wear a face covering on entering the venue and whilst using the lifts).
Attendees will be required to comply with any further instructions from the Company and UK Government guidance in force on the day of the AGM. You should not attend the AGM if: you are suffering from any COVID-19 symptoms; you have come into close contact with someone who has tested positive for COVID-19 or you have returned from a country that is not on the UK Government's travel corridor list, in either case, within the 14 days preceding the date of the AGM.
The Board will continue to monitor the situation closely and may need to make further adjustments to how the AGM is conducted. Shareholders planning to attend the meeting should therefore check the Company's website and announcements for any updates.
Notice of the Annual General Meeting of the Company to be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020 is set out at the end of this document.
Shareholders are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's registrar, Equiniti Registrars, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 12 noon on Wednesday 14 October 2020. The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.
The following definitions apply throughout this document, unless the context otherwise requires:
| "2019 AGM" | means the Annual General Meeting of the Company held on Friday 18 October 2019 |
|---|---|
| "2019 Annual Report" | means the Annual Report and Accounts of the Company for the year ended 30 June 2019 |
| "2020 Annual Report" | means the Annual Report and Accounts of the Company for the year ended 30 June 2020 |
| "Annual General Meeting" or "AGM" | means the Annual General Meeting of the Company to be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020 |
| "Authority to Make Market Purchases" | means the authority for the Company to make market purchases of Ordinary Shares to be proposed to Shareholders in the terms of resolution 17 set out in the Notice of AGM |
| "Board" or "Directors" | means the Directors of Ashmore, and "Director" shall mean any one of them, as the context requires |
| "Business Day" | means any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London |
| "Chairman's Letter" | means the letter from David Bennett, the Non-executive Chairman of the Company, set out in Part I of this document |
| "Company" or "Ashmore" | means Ashmore Group plc |
| "Current Articles" | means the Company's current Articles of Association |
| "Employee Benefit Trust" or "EBT" | means the Ashmore 2004 Employee Benefit Trust established by a trust deed dated 15 March 2004 of which Overseas Pensions and Benefits Limited (formerly Carey Pensions and Benefits Limited) is the trustee |
| "Executive Directors" | means Mark Coombs and Tom Shippey |
| "Financial Conduct Authority" | means the Financial Conduct Authority acting as competent authority for the purposes of Part VI of FSMA |
| "Form of Proxy" | means the form of proxy accompanying this document |
| "FSMA" | means the Financial Services and Markets Act 2000 |
| "Independent Directors" | means the Directors of the Company other than Mark Coombs |
| "Independent Non-executive Directors" | means Clive Adamson, David Bennett, Jennifer Bingham and Dame Anne Pringle |
| "Independent Shareholders" | means Shareholders other than Mark Coombs |
| "Listing Rules" or "LR" | means the Listing Rules of the Financial Conduct Authority made in accordance with Section 74 of FSMA |
| "London Stock Exchange" | means London Stock Exchange Group plc |
| "Morgan Stanley" | means Morgan Stanley & Co. International plc |
| "New Articles" | means the new Articles of Association to be adopted by the Company pursuant to resolution 20 |
| "Notice of AGM" | means the notice of the Annual General Meeting set out at the end of this document |
| "Official List" | means the official list of the Financial Conduct Authority |
| "Ordinary Shares" | means ordinary shares of 0.01 pence each in the Company |
| "Panel" | means the Panel on Takeovers and Mergers |
| "Relationship Agreement" | means the relationship agreement entered into between Mark Coombs and the Company effective 1 July 2014 in accordance with Listing Rule 9.2.2AD(1) |
| "resolution" or "resolutions" | means a resolution or the resolutions set out in the Notice of AGM |
| "Shareholders" | means holders of Ordinary Shares |
| "Share Schemes" | means the Ashmore Executive Omnibus Plan 2015, the Ashmore Executive Omnibus Incentive Plan, the Ashmore Company Share Option Plan and the Ashmore First Discretionary Share Option Scheme |
| "Takeover Code" | means the City Code on Takeovers and Mergers |
| "UBS" or "UBS Investment Bank" | means UBS Limited |
| "UK Corporate Governance Code" | means the Financial Reporting Council's UK Corporate Governance Code (July 2018) |
| "Waiver Resolution" | means resolution 18 in the form set out in the Notice of AGM at the end of this document approving a waiver of the mandatory offer provisions set out in Rule 9 and Rule 37 of the Takeover Code |
(Registered in England No. 3675683)
David Bennett (Non-executive Chairman) 61 Aldwych Mark Coombs (Chief Executive Officer) London WC2B 4AE Tom Shippey (Group Finance Director) Clive Adamson (Senior Independent Non-executive Director) 10 September 2020 Jennifer Bingham (Non-executive Director) Dame Anne Pringle (Non-executive Director)
To Shareholders
Dear Shareholder
The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting of the Company which will be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020 and to seek your approval of them. The Notice of AGM is set out at the end of this document.
If you decide to attend the AGM in person, you will be required to observe certain coronavirus (COVID-19) measures (details of which are set out on the front page) and to follow any directions given by the Chair of the AGM.
The first part of the AGM (resolutions 1 to 12 inclusive) will address ordinary business of the AGM. The second part of the AGM (resolutions 13 to 20 inclusive) will seek the necessary Shareholder approvals for:
All of the resolutions to be proposed at the AGM (including the proposals outlined above) will be taken on a poll and are explained in further detail below.
The ordinary business of the AGM comprises resolutions 1 to 12 inclusive.
The Directors are required to lay the Directors' report, the audited annual accounts of the Company and the independent auditor's report before Shareholders at the Annual General Meeting. Accordingly, resolution 1 presents the accounts for the year ended 30 June 2020 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the 2020 Annual Report is available on the Company's website: www.ashmoregroup.com.
Shareholder approval is required for the payment of a final dividend for the year ended 30 June 2020 as recommended by the Board. Subject to shareholder approval, this dividend will be paid on 11 December 2020 to Shareholders on the register of members of the Company at the close of business on 6 November 2020.
The Board has fully adopted provision 18 of the UK Corporate Governance Code and all Directors will be seeking re-election at the Annual General Meeting.
Mrs Jennifer Bingham joined the Board on 29 June 2018 and was elected by shareholders as a Director at the 2018 AGM. As disclosed in the Notice of the 2018 AGM, Mrs Bingham served as an unpaid non-executive director of four companies controlled by Mark Coombs, resigning from the last of these in 2016. Between 2011 and 2014, Mrs Bingham's company, Valley Management (UK) Limited, provided administrative and consulting services to a company owned by Mark Coombs. When considering the appointment of Mrs Bingham in 2018, the Nominations Committee noted that the services had been provided at arm's length, Mrs Bingham was independent in accordance with the UK Corporate Governance Code (April 2016) and had no conflicts of interest that could affect her role as an independent Non-executive Director. As noted below, the Board continues to consider Mrs Bingham to be independent in accordance with the UK Corporate Governance Code.
Save as aforesaid, none of the Independent Non-executive Directors seeking re-election at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of LR 13.8.17R(1).
In considering the Independent Non-executive Directors' independence, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. The Board considers Dame Anne Pringle, David Bennett, Clive Adamson and Jennifer Bingham to be independent in accordance with the UK Corporate Governance Code. As at the date of this letter, Clive Adamson is the Senior Independent Director.
Mark Coombs is classed as a "controlling shareholder" of Ashmore under the Listing Rules. As a result, LR 9.2.2ER requires that Independent Non-executive Directors be elected or re-elected by a majority of votes cast by Independent Shareholders as well as by a majority of votes cast by all Shareholders. Therefore, the resolutions for the re-election of the Independent Non-executive Directors (resolutions 5 to 8) will be taken on a poll and the votes cast by Independent Shareholders and all Shareholders will be calculated separately. Such resolutions will be passed only if a majority of votes cast by Independent Shareholders are in favour, in addition to a majority of votes cast by all Shareholders being in favour.
Directors: Registered Office:
Biographies of the Directors and what they contribute to the Board are contained in Appendix I commencing on page 16 of this document as well as on page 61 of the 2020 Annual Report. The Board believes that each Director standing for re-election brings considerable and wide-ranging skills and experience to the Board as a whole and will continue to make an important contribution to the deliberations of the Board and to the Company's long-term sustainable success.
The UK Corporate Governance Code recommends that the Board undertakes a formal and rigorous annual evaluation of its own performance and that of its committees, the Chairman and individual Directors and that an externally facilitated evaluation should be undertaken at least once every three years. An independent externally facilitated evaluation was conducted in 2018 by The Effective Board LLP and a further externally facilitated evaluation will be conducted in 2021. The Chairman conducted an internal review of the performance of the Board in 2020. Meetings were held by the Chairman with each Director in which issues and developments over the previous year were discussed and performance was considered by reference to the objectives of the Board and its committees. The Chairman carried out a review of each individual Non-executive Director's performance against objective criteria. The issues raised during this process were subsequently discussed by the Board together. A separate evaluation of the Chairman's performance was undertaken by the Senior Independent Director with input from the Executive Directors. The findings were then discussed at a closed session of the Directors in the Chairman's absence. The Board believes that, following the completion of their evaluation, the performance of the Directors and its committees continues to be effective and they continue to make an important contribution to the Company's long-term sustainable success as a result of their commitment to their roles and their wide-ranging skills. The Company considers each of the Independent Non-executive Directors will continue to be an effective Director. The Board therefore recommends the re-election of all Directors who are seeking re-election.
These resolutions deal with the remuneration of the Directors and seek approval of the Directors' remuneration policy and of the remuneration paid to the Directors during the year under review respectively.
The Companies Act 2006 requires the Company to ask Shareholders to approve the remuneration policy section of the Directors' remuneration report. This is set out on pages 92 to 98 of the 2020 Annual Report. Section 439A of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders at least every three years, the previous policy vote having been held and approved at the AGM in 2017. Resolution 9 is a binding vote. If approved by Shareholders, the Directors' remuneration policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.
Section 439 of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders each year for their approval of the Directors' remuneration report, excluding the remuneration policy. This is set out on pages 75 to 109 of the 2020 Annual Report. Resolution 10 is an advisory vote.
The Company's auditors must offer themselves for reappointment at each general meeting at which accounts are presented. On the recommendation of the Audit and Risk Committee the Board proposes that KPMG LLP be reappointed as auditors of the Company pursuant to resolution 11. Resolution 12 authorises the Audit and Risk Committee to agree the remuneration of the Company's auditors.
The special business to be considered at the AGM comprises resolutions 13 to 20 inclusive.
Section 366 of the Companies Act 2006 requires the Company to seek shareholder approval for the making of political donations and the incurring of political expenditure by the Company. Although the Company does not make and does not intend to make donations to political parties within the normal meaning of that expression, the definition in the Companies Act 2006 is wide. It can extend to bodies such as those concerned with policy review, law reform and the representation of the business community and special interest groups such as those concerned with the environment, which the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to seek Shareholders' authority for political donations and political expenditure in case any of its activities in the ordinary course of its business are caught by the legislation.
At the annual general meeting held on 18 October 2019, members gave authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of 0.01 pence each) representing one-third of the issued ordinary share capital (excluding treasury shares) of the Company and, in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares) representing two-thirds of the issued ordinary share capital (excluding treasury shares). Resolution 14 replaces the authority granted in 2019 which expires at the conclusion of this year's AGM.
Paragraph (a) of resolution 14 would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of 0.01 pence each). This amount represents one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 10 September 2020, the latest practicable date prior to publication of this document.
Consistent with the guidance issued by the Investment Association, paragraph (b) of resolution 14 would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 10 September 2020, the latest practicable date prior to publication of this document.
The authority sought under this resolution will expire at the earlier of 31 December 2021 and the conclusion of the next annual general meeting of the Company.
The Directors will continue to seek to renew these authorities at each annual general meeting, in accordance with best practice. The Directors have no present intention to allot new Ordinary Shares, save as necessary under paragraph (a) to satisfy obligations of the EBT under the Company's Share Schemes.
As at 10 September 2020, the latest practicable date prior to publication of this document, no Ordinary Shares were held by the Company in treasury.
Each of resolutions 15 and 16 will be proposed as a special resolution, which requires a 75 per cent majority of the votes to be cast in favour. The purpose of resolution 15 is to authorise the Directors to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings, without restrictions as to the use of proceeds of those allotments. This authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, or otherwise up to an aggregate nominal amount of £3,563.70 (representing 35,637,040 Ordinary Shares). This aggregate nominal amount represents approximately 5 per cent of the issued ordinary share capital (excluding and including treasury shares) of the Company as at 10 September 2020, the latest practicable date prior to publication of this document.
The purpose of resolution 16 is to authorise the Directors to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash up to a further nominal amount of £3,563.70 (representing 35,637,040 Ordinary Shares), equivalent to approximately 5 per cent of the total issued ordinary share capital (excluding and including treasury shares) of the Company, only in connection with an acquisition or specified capital investment 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 issue. If the authority given in resolution 16 is used, the Company will publish details of the placing in its next annual report.
The Board intends to follow the provisions of the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in resolution 15 in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, other than:
(i) with prior consultation with the Shareholders; or
(ii) in connection with an acquisition or specified capital investment 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 will continue to seek to renew the authorities in resolutions 15 and 16 at each annual general meeting, in accordance with current best practice.
If the resolutions are passed, the authority will expire at the earlier of 31 December 2021 and the conclusion of the next annual general meeting of the Company.
This resolution, which is conditional on the passing of the Waiver Resolution (resolution 18), will be proposed as a special resolution, which requires a 75 per cent majority of the votes to be cast in favour and seeks authority for the Company to buy back its own Ordinary Shares as permitted by the Companies Act 2006. The authority, if granted, limits the number of Ordinary Shares that could be purchased to a maximum of 35,637,040 Ordinary Shares, representing approximately 5 per cent of the Company's issued share capital (excluding treasury shares) as at 10 September 2020, the latest practicable date prior to publication of this document, and sets the minimum and maximum prices that can be paid. As explained below in relation to resolution 18, the maximum number of Ordinary Shares that may be purchased pursuant to the Authority to Make Market Purchases is 5 per cent of the Company's issued share capital. The Company may either retain any of its own Ordinary Shares which it has purchased as treasury shares with a possible re-issue at a future date, or cancel them.
The Company would consider holding any of its Ordinary Shares that it purchased pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base.
Any market purchases would only be made from the Company's distributable reserves not required for other purposes. No provider of finance will be required and therefore no payment of interest or repayment of, or security for, any liability will be required to be dependent upon the business of the Company. During the financial year ended 30 June 2020, the Company did not utilise the authority to make market purchases conferred at the 2019 AGM. The authority being sought under this resolution would only be exercised if the Directors believed that to do so would result in an increase in earnings per share and would be in the interests of Shareholders generally.
A purchase of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases could increase the percentage of voting rights held by Mark Coombs, Ashmore's Chief Executive Officer. In certain circumstances (described below) such an increase could trigger an obligation on Mark Coombs to make a mandatory offer for the whole of the issued share capital of the Company pursuant to the Takeover Code.
Independent Shareholders will be asked, under the Waiver Resolution (resolution 18), to renew their approval of the waiver by the Panel of the mandatory offer provisions such that the purchases of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases will not trigger a requirement for Mark Coombs to make a mandatory offer for the entire issued share capital of the Company. Further details of this waiver are set out below.
As at 10 September 2020, the latest practicable date prior to the publication of this document, there were no outstanding warrants or outstanding options or awards granted under the Share Schemes that may be settled by the issue of new shares.
The Waiver Resolution seeks Independent Shareholders' approval of a waiver of the obligation that could arise on Mark Coombs to make a general offer for the entire issued share capital of the Company under Rule 9 of the Takeover Code as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases. The voting on the Waiver Resolution will be by means of a poll of Independent Shareholders.
In common with many other asset managers, the Company has capital in excess of its regulatory requirements and generates appreciable free cash flow. It remains the Board's intention to return the surplus capital to Shareholders when appropriate. To date, capital has been returned to Shareholders primarily by way of dividends on Ordinary Shares. However, the full suite of options for returning capital to Shareholders also includes the Company making purchases of Ordinary Shares, as it did in 2009. If the Waiver Resolution is not passed, the Company will be unable to make purchases of Ordinary Shares and its flexibility to manage its capital resources will accordingly be limited. The Independent Directors continue to believe that retaining the option for the Company to make purchases of Ordinary Shares is in the best interests of Shareholders generally.
Ashmore acknowledges that voting guidelines issued by certain institutional investor bodies do not recommend normally supporting resolutions of this type, due to a concern regarding the risk of progressive acquisition of control by major shareholders (or "creeping control"). In recognition of such concerns, and following engagement with shareholders in 2014, Ashmore reduced the buyback authority from 10 per cent to 5 per cent and proposes this year to continue to limit the maximum number of Ordinary Shares that may be purchased pursuant to the Authority to Make Market Purchases (resolution 17) to 5 per cent of the Company's issued share capital. Mark Coombs's shareholding has reduced steadily each year, principally through gifts of shares to charity. Further, on 14 February 2019, the Company announced that Mark Coombs had agreed with the Board an approach to managing his shareholding down to a more appropriate level over the medium term by selling up to 4 per cent of Ashmore stock each year into the market. Even if Mark Coombs's shareholding were to remain constant in future years and the authority of 5 per cent to buy back shares in the market were utilised in full annually, it would take more than seven years before Mark Coombs's share interest reached 50 per cent of the issued share capital thereby providing shareholders with an "early warning" indicator of creeping control.
Under Rule 9 of the Takeover Code, when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30 per cent or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent of the voting rights of a company, but does not hold shares carrying more than 50 per cent of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then, in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of the Company at the highest price paid by him, or any persons acting in concert with him, for shares in the Company within the 12 months prior to announcement of the offer.
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer).
At 10 September 2020, the latest practicable date prior to publication of this document, Mark Coombs was interested in an aggregate of 247,377,639 Ordinary Shares (including equity settled share awards held in the EBT and the 5,000,000 shares of Rebecca Coombs) representing 34.71 per cent (2019: 38.27 per cent) of the issued share capital of the Company (excluding treasury shares). If the Company were to repurchase from persons other than Mark Coombs and Rebecca Coombs all the Ordinary Shares for which it is seeking authority under the Authority to Make Market Purchases, the interests of Mark Coombs in Ordinary Shares would (assuming no other allotments of Ordinary Shares and no further disposals of Ordinary Shares by Mark Coombs or Rebecca Coombs after 10 September 2020, being the latest practicable date prior to publication of this document) increase to 36.53 per cent (2019: 40.28 per cent) of the issued share capital of the Company (excluding treasury shares), by virtue of such a repurchase. Accordingly, an increase in the percentage of the shares carrying voting rights in which Mark Coombs is interested, as a result of any exercise of the Authority to Make Market Purchases, would ordinarily have the effect of triggering Rule 9 of the Takeover Code and result in Mark Coombs being under an obligation to make a general offer to all Shareholders.
The Company applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Authority to Make Market Purchases proposed under resolution 17 to be exercised by the Board (if such authority is approved by Shareholders) without triggering an obligation on the part of Mark Coombs to make a general offer to Shareholders. The Panel has agreed, subject to Independent Shareholders' approval of the Waiver Resolution on a poll, to waive the requirement for Mark Coombs to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by the Company of up to 35,637,040 Ordinary Shares. In the event that the Waiver Resolution is approved by Independent Shareholders, Mark Coombs will not be restricted from making a general offer for the Company.
The waiver granted by the Panel relates only to any increase in the percentage of Ordinary Shares in which Mark Coombs is interested as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases sought from the Shareholders at the AGM and is conditional on the passing of the Waiver Resolution by Independent Shareholders of the Company on a poll. As Mark Coombs is interested in the outcome of the Waiver Resolution and as required by the Takeover Code, he will not vote on that resolution.
Following exercise of the Authority to Make Market Purchases (either in whole or in part), Mark Coombs will continue to be interested in shares which carry more than 30 per cent but will not hold more than 50 per cent of the Company's voting share capital, and any further increase in the number of shares in which he is interested (other than as a result of a further exercise of the Authority to Make Market Purchases) would ordinarily have the effect of triggering Rule 9 of the Takeover Code and result in Mark Coombs being under an obligation to make a general offer to all Shareholders.
Mark Coombs is not proposing any changes to the Board and his intention, following any increase in his shareholding as a result of any repurchase of Ordinary Shares, is that the business of the Company, including any research and development functions, should continue to be run in substantially the same manner as at present. Mark Coombs has also confirmed that he is not proposing, as a result of any increase in his shareholding following any repurchase of Ordinary Shares by the Company, to seek any change in: (i) the locations of the Company's business, headquarters or headquarter functions; (ii) the continued employment of employees and management of the Company and its subsidiaries, including any material change in conditions of employment or balance of skills and functions; and/or (iii) contributions into the Company's pension scheme (including with regard to current arrangements for the funding of any scheme deficit (noting that Ashmore does not operate a defined benefit pension scheme)), the accrual of benefits for existing members and admission of new members, nor will there be any re-deployment of the fixed assets of the Company nor any change to the Company's listing on the London Stock Exchange. The Independent Directors have noted for the purposes of their recommendation Mark Coombs' intentions with respect to the future
operations of the business and the fact that no changes are proposed.
As described on page 111 of the 2020 Annual Report, Mark Coombs entered into the Relationship Agreement with the Company effective 1 July 2014 in accordance with Listing Rule 9.2.2AD(1), which is intended to ensure that Mark Coombs, as a controlling shareholder, complies with the independence provisions set out in Listing Rule 6.5.4R.
Mark Coombs was appointed as Chief Executive Officer and as a Director on the incorporation of the Company in December 1998. He held a number of positions at Australia and New Zealand Banking Group ("ANZ") and led Ashmore's buyout from ANZ in early 1999. He is Co-Chair of EMTA, the trade association for emerging markets, having been on the board since 1993. Mark has an MA in Law from Cambridge University.
The Waiver Resolution will expire at the earlier of 31 December 2021 and the conclusion of the next annual general meeting of the Company.
Under the Companies Act 2006, the minimum notice period required for general meetings of the Company is 21 days, unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings will in any event be held on at least 21 clear days' notice.
In order to maintain flexibility for the Company, resolution 19 seeks approval for the Company to call general meetings on not less than 14 clear days' notice. Resolution 19 will be proposed as a special resolution. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
It is proposed in this resolution to adopt the New Articles in order to update the Company's Current Articles. The resolution adopting the New Articles will take effect immediately after the end of the Annual General Meeting. Resolution 20 will be proposed as a special resolution. An explanation of the principal changes introduced in the New Articles is set out in Appendix II, commencing on page 18 of this document (changes which are of a minor or clarifying nature have not been noted). A copy of the New Articles showing all changes to the Current Articles is available for inspection as noted on page 12 of this document.
You will find set out at the end of this document a Notice of AGM convening the AGM of the Company to be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020, at which the resolutions referred to above will be proposed.
You are requested to complete the Form of Proxy accompanying this document in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM, and return it to the Company's registrar, Equiniti Registrars, Aspect House, Spencer Road, Lancing, Worthing, West Sussex BN99 6DA, as soon as possible and in any event so that it is received not later than 12 noon on Wednesday 14 October 2020. Completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you so wish.
Your attention is drawn to the 2020 Annual Report and to Part II of this document which contain certain additional information in respect of the Company and the Directors' interests. Shareholders are advised to read the whole of this document and the 2020 Annual Report and not to rely solely on the summary information set out in this letter.
The Board believes the proposals described above regarding the resolutions to be proposed at the AGM to be in the best interests of the Company and Shareholders as a whole, save that Mark Coombs makes no recommendation with regard to the Waiver Resolution as, in accordance with the provisions of the Takeover Code, it is the potential percentage increase in his interest in Ordinary Shares which is the subject of the Waiver Resolution. Accordingly, the Board, with the exception just described, recommends that Shareholders vote in favour of each of the resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, amounting to 34.159 per cent of the issued Ordinary Shares (excluding treasury shares) as at 10 September 2020, the latest practicable date prior to publication of this document, save that, as required by the Takeover Code, Mark Coombs will vote neither his beneficial holding of Ordinary Shares capable of being voted nor that of Rebecca Coombs, which amount to 34.157 per cent of the issued Ordinary Shares (excluding treasury shares) as at 10 September 2020, the latest practicable date prior to publication of this document, on the Waiver Resolution, in which Mark Coombs is considered to be interested.
The Independent Directors, who have been so advised by UBS Investment Bank and Morgan Stanley, consider the waiver of the obligation that could arise on Mark Coombs to make an offer under Rule 9 of the Takeover Code in relation to the Authority to Make Market Purchases to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing their advice to the Independent Directors, UBS Investment Bank and Morgan Stanley have taken account of the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the AGM, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.0025 per cent of the issued Ordinary Shares (excluding treasury shares) as at 10 September 2020, the latest practicable date prior to publication of this document.
Yours sincerely
Chairman
To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Company is a public limited company listed on the London Stock Exchange and incorporated and domiciled in the United Kingdom. The Company is registered in England and Wales with Company No. 3675683 and has its registered office at 61 Aldwych, London, WC2B 4AE. Ashmore is a specialist emerging markets investment manager. The Directors intend to continue conducting the business of the Company and its subsidiaries in a similar manner as it is currently conducted and there are currently no plans to introduce any major changes to the business of the Company and its subsidiaries or the terms of engagement of any employees of the Company and its subsidiaries.
3.1 The names of the Directors and the positions they hold at the date of this document are:
| Name | Position |
|---|---|
| David Bennett | Non-executive Chairman |
| Mark Coombs | Chief Executive Officer |
| Tom Shippey | Group Finance Director |
| Clive Adamson | Senior Independent Non-executive Director |
| Jennifer Bingham | Non-executive Director |
| Dame Anne Pringle | Non-executive Director |
Further information relating to the Directors is included on page 61 of the 2020 Annual Report.
3.2 The business address of the Directors is 61 Aldwych, London, WC2B 4AE.
The Directors confirm that they are unaware of any agreements, arrangements or understandings between any of the Directors and any of the Shareholders of the Company which would amount to such Shareholders acting in concert with any of the Directors.
It is not the Directors' (including Mark Coombs') intention to sell any of their shareholdings back to the Company pursuant to the Authority to Make Market Purchases. The Directors (including Mark Coombs) also believe that there are no related parties from whom Ordinary Shares are proposed to be purchased and in the event that any Shareholders of the Company come within the definition of related party set out in the Listing Rules, the Directors confirm that there is no prior understanding, arrangement or agreement between the Company and any related party.
At the close of business on 10 September 2020 (being the latest practicable date prior to the posting of this document), the interests of the Directors and their families and the interests of persons connected with them, within the meaning of Part 22 of the Companies Act 2006, in the issued share capital of the Company (excluding treasury shares) were as follows:
| Name | Ordinary Shares | % of issued share capital |
|---|---|---|
| Mark Coombs1 | 247,377,639 | 34.71 |
| Tom Shippey2, 3 | 1,306,296 | 0.183 |
| Clive Adamson4 | 2,051 | 0.000 |
| David Bennett | 11,619 | 0.002 |
| Jennifer Bingham | Nil | Nil |
| Dame Anne Pringle5 | 4,288 | 0.001 |
Notes:
Mark Coombs sold 3,000,000 Ordinary Shares at 501.44 pence per share on 30 September 2019, 10,000,000 Ordinary Shares at 550.00 pence per share on 6 February 2020 and 10,000,000 Ordinary Shares at 435.00 pence per share on 19 June 2020. On 25 March 2020 Mark Coombs gifted 3,000,000 Ordinary Shares to charity for nil consideration. As at 10 September 2020, Mark Coombs' interest in the issued share capital of the Company (including those of Rebecca Coombs) amounted to 247,377,639 Ordinary Shares, which includes the equity settled share awards held in the EBT shown in the table below.
On 30 September 2019, Tom Shippey transferred 77,185 Ordinary Shares to Antonia Fay Shippey. He sold 68,448 Ordinary shares at 502.25 pence per share on 30 September 2019 and 1,287 Ordinary Shares at 357.6652 pence per share on 12 March 2020.
Antonia Fay Shippey, the spouse of Tom Shippey, sold 77,185 Ordinary shares at 478.58 pence per share on 14 October 2019.
Clive Adamson bought 1,066 Ordinary Shares at 490.202 pence per share on 11 November 2019 and sold 28 Ordinary Shares at 350.42 pence per share on 31 March 2020. He acquired 23 Ordinary Shares at 476.6 pence per share and 56 Ordinary Shares at 352.0082 pence per share on 9 December 2019 and 31 March 2020 respectively, pursuant to a dividend reinvestment plan.
Dame Anne Pringle acquired 103 Ordinary Shares at 479.2993 pence per share and 58 Ordinary Shares at 343.196 pence per share on 6 December 2019 and 30 March 2020 respectively, pursuant to a dividend reinvestment plan.
| Market price | Number of | Number of | Number of | |
|---|---|---|---|---|
| Date of grant Release date |
at date of grant | matching shares | bonus shares | restricted shares |
| 22 September 2015 21 September 2020 |
242.78 pence | 370,703 | 370,703 | 494,271 |
| 16 September 2016 15 September 2021 |
339.55 pence | 120,999 | 120,999 | 161,330 |
| 14 September 2017 13 September 2022 |
323.53 pence | 337,156 | 337,156 | 449,542 |
| 14 September 2018 13 September 2023 |
332.69 pence | 163,757 | 163,757 | 218,342 |
| 13 September 2019 12 September 2024 |
438.33 pence | 186,435 | 186,435 | 256,793 |
The interests of Tom Shippey in the issued share capital of the Company include the following equity settled share awards held in the EBT:
| Number of | Number of | Number of | Market price | ||
|---|---|---|---|---|---|
| restricted shares | bonus shares | matching shares | at date of grant | Date of grant | Release date |
| 164,757 | 123,568 | 123,568 | 242.78 pence | 22 September 2015 | 21 September 2020 |
| 88,353 | 66,265 | 66,265 | 339.55 pence | 16 September 2016 | 15 September 2021 |
| 117,455 | 88,091 | 88,091 | 323.53 pence | 14 September 2017 | 13 September 2022 |
| 105,204 | 22,544 | 22,544 | 332.69 pence | 14 September 2018 | 13 September 2023 |
| 93,994 | 68,442 | 68,442 | 438.33 pence | 13 September 2019 | 12 September 2024 |
The interests of the EBT, as disclosed pursuant to DTR 5, at the close of business on 10 September 2020 (being the latest practicable date prior to the posting of this document), amounted to 50,648,181 Ordinary Shares.
The Directors' current service agreements and letters of appointment will be available for inspection as set out in paragraph 12 below and are summarised below (and on page 115 of the 2020 Annual Report). There are no other service contracts/letters of appointment between the Directors and the Company or any of its subsidiaries and, save as disclosed herein, no other service contracts/letters of appointment have been entered into. None of the existing service contracts/letters of appointment have been amended during the period of six months prior to the date of this document.
The tables below provide details of the Directors' service agreements/letters of appointment and emoluments and other benefits. Further details are set out on pages 75 to 109 of the 2020 Annual Report.
| Directors' service contracts | Date appointed Director | Commencement date | Notice period | Expiry/review date |
|---|---|---|---|---|
| Executive directors | ||||
| Mark Coombs | 3 December 1998 | 21 September 2006 | 1 year | Rolling |
| Tom Shippey | 25 November 2013 | 25 November 2013 | 1 year | Rolling |
| Non-executive directors | ||||
| David Bennett – Chairman | 30 October 2014 | 30 October 2014 | 1 month | 30 October 2020 |
| Clive Adamson | 22 October 2015 | 22 October 2015 | 1 month | 22 October 2021 |
| Jennifer Bingham | 29 June 2018 | 29 June 2018 | 1 month | 29 June 2021 |
| Dame Anne Pringle | 19 February 2013 | 19 February 2013 | 1 month | 19 February 2022 |
| Mark Tom Clive David Coombs Shippey Adamson Bennett 1, 5, 9, 10, 11, 13 1, 7, 8, 10, 13 2 |
Jennifer Bingham |
Dame Anne Pringle DCMG |
|---|---|---|
| Salary and fees 2020 100,000 100,000 85,000 150,000 |
60,000 | 75,000 |
| 2019 100,000 100,000 82,013 130,583 |
60,000 | 70,519 |
| Taxable benefits 2020 7,203 2,257 – 1,597 |
– | – |
| 2019 7,627 2,395 – 2,631 |
– | – |
| Pensions 2020 9,000 10,000 – – |
– | – |
| 2019 9,000 10,000 – – |
– | – |
| Cash bonus 2020 – 259,200 – – |
– | – |
| 2019 781,200 288,000 – – |
– | – |
| Voluntarily deferred share bonus6 2020 – 270,000 – – |
– | – |
| 2019 817,200 300,000 – – |
– | – |
| Mandatorily deferred share bonus7 2020 – 325,800 – – |
– | – |
| 2019 892,800 362,000 – – |
– | – |
| Total bonus 2020 – 855,000 – – |
– | – |
| 2019 2,491,200 950,000 – – |
– | – |
| Long-term incentives vesting3, 4 2020 – 369,311 – – |
– | – |
| 2019 997,173 – – – |
– | – |
| Total for year ending 30 June 202012 2020 116,203 1,336,568 85,000 151,597 |
60,000 | 75,000 |
| Total for year ending 30 June 2019 2019 3,605,000 1,062,395 82,013 133,214 |
60,000 | 70,519 |
| Total Fixed Remuneration 2020 116,203 112,257 85,000 151,597 |
60,000 | 75,000 |
| 2019 116,627 112,395 82,013 133,214 |
60,000 | 70,519 |
| Total Variable Remuneration 2020 – 1,224,311 – – |
– | – |
| 2019 3,488,373 950,000 – – |
– | – |
Notes
Benefits for both Executive Directors include membership of the Company medical scheme, and for Mark Coombs includes the Company's contribution towards transportation costs in relation to his role.
Benefits for David Bennett relate to transportation costs and the associated income tax and national insurance costs in relation to his role.
Long-term incentives vesting relates to share awards with performance conditions where the performance period has ended in the relevant financial year plus the value of any dividend equivalents.
The figure of £997,173 shown as the value of Mark Coombs' 2019 Long Term Incentives Vesting reflects £44,706 of share price depreciation over the period between grant and vest. The figure of £369,311 shown as the value of Tom Shippey's 2020 Long Term Incentives Vesting includes £114,920 of share price appreciation over the period between grant and vest.
In respect of the year ending 30 June 2019, Mark Coombs chose to waive 10% of any element of his potential non-AIF related variable remuneration award in return for the Remuneration Committee considering and approving a contribution to charity or charities nominated by himself in the form of phantom share awards; the numbers in the table above exclude any waived variable remuneration. Had he not waived these amounts, Mark Coombs' total bonus in respect of the year ending 30 June 2019 prior to any voluntary deferral of cash in favour of an equivalent amount of bonus share or phantom bonus share awards would have been £2,400,000.
Mark Coombs and Tom Shippey may voluntarily defer up to 50% of their cash bonus in favour of an equivalent amount of bonus share or phantom bonus share awards and an equivalent value in matching share or phantom matching share awards. All share or phantom share awards will be reported in the Directors' share and phantom share award tables in the year of grant. Tom Shippey chose to commute 50% of his cash bonus in 2019 for an equivalent value in bonus share awards. Bonus shares are deferred for five years with no service condition attached.
From the year ending 30 June 2015 onward, additional performance conditions are applied to 50% of any restricted or matching share award. The amounts shown in the column labelled mandatorily deferred share bonus represent the 50% of restricted and matching share awards that do not have additional performance conditions attached. These amounts represent the cash value of shares awarded at grant, which will vest after five years subject to continued employment.
In order to comply with the Alternative Investment Fund Managers Directive Tom Shippey received a proportion of his bonus which would have otherwise been delivered in cash, as an additional award of restricted shares which will vest after a retention period. In 2020, the value of this award for Tom Shippey was £10,800 (FY2018/19: £12,000).
In respect of prior year deferred share awards which have been waived to charity, any dividend equivalents associated with the amounts waived are paid directly to the nominated charities. The figures shown exclude the amounts waived.
Dividends or dividend equivalents were paid relating to voluntarily and mandatorily deferred share or phantom share awards in the period.
Mark Coombs receives cash in lieu of a pension contribution. Tom Shippey's pension contribution includes an employee contribution via salary sacrifice; in 2020 this was £500 (2019: £500).
Total short-term benefits for key management personnel, including salary and fees, taxable benefits and cash bonuses, as reported in note 28 of the financial statements is £840,257 in 2020.
The committee exercised its discretion to not make an award to the CEO this year and to determine the CFO's variable remuneration based on various factors. The discretion has not been exercised as a result of share price appreciation or depreciation for annual incentives and LTIPs.
No contracts have been entered into by the Company or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the posting of this document which are or may be material.
As set out in paragraph 12 below, this document incorporates by reference the audited consolidated accounts of Ashmore Group plc for the financial years ended 30 June 2019 and 30 June 2020.
There are no current ratings or outlooks accorded to the Company by rating agencies.
There has been no significant change in the financial or trading position of the Company since 30 June 2020, being the date to which the last audited published accounts of the Company and its subsidiaries were prepared.
The middle market quotations for the Ordinary Shares of the Company, as derived from the London Stock Exchange Daily Official List, on the first Business Day of each of the six months immediately preceding the date of this document and on 10 September 2020 (being the latest practicable date prior to the posting of this document) were:
| Date | Price per Ordinary Share (p) |
|---|---|
| 10 September 2020 | 391.6 |
| 1 September 2020 | 406.4 |
| 3 August 2020 | 401.2 |
| 1 July 2020 | 418.4 |
| 1 June 2020 | 424.0 |
| 1 May 2020 | 378.0 |
| 1 April 2020 | 330.0 |
has as at 10 September 2020 (being the latest practicable date prior to the publication of this document) any interest in, right to subscribe in respect of or short position in relation to any relevant securities; and
(e) there are no relevant securities which the Company or any person acting in concert with the Directors has borrowed or lent (excluding any borrowed relevant securities which have either been on lent or sold).
In this paragraph 11.3 reference to:
For the purposes of this paragraph 11.3 a person is treated as "interested" in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as "interested" in securities if:
Copies of the following documents will be available for inspection during usual business hours on any Business Day at the registered office of the Company from the date of this document up to the date of the AGM and at the place of meeting for 15 minutes prior to the AGM and during the meeting:
Copies of the documents set out above (except (v)) will also be available at the Company's website (www.ashmoregroup.com/investor-relations).
The table below sets out the sections of the 2020 Annual Report and the 2019 Annual Report which are incorporated by reference into this document, so as to provide the information required pursuant to the Takeover Code. As set out above, these documents will also be available at the Company's website (www.ashmoregroup.com/investor-relations) from the date of this document.
| Document/Section | Page |
|---|---|
| 2020 Annual Report | |
| Remuneration report | 75 |
| Audited consolidated accounts of Ashmore Group plc for the financial year ended 30 June 2020: | |
| Independent Auditor's report | 116 |
| Consolidated financial statements | 123 |
| Company financial statements | 127 |
| Notes to the financial statements | 130 |
| 2019 Annual Report | |
| Remuneration report | 62 |
| Audited consolidated accounts of Ashmore Group plc for the financial year ended 30 June 2019: | |
| Independent Auditor's report | 100 |
| Consolidated financial statements | 106 |
| Company financial statements | 110 |
| Notes to the financial statements | 113 |
Any Shareholder, person with information right or other person to whom this document is sent may request a copy of each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Request for hard copies are to be submitted to Equiniti Registrars at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, Tel: 0871 384 2812 (International: +44 121 415 7047). Lines are open 9.00am to 5.00pm, Monday to Friday (excluding public holidays in England and Wales). All valid requests will be dealt with as soon as possible and hard copies mailed no later than two Business Days following such request being received.
Notice is hereby given that the 2020 Annual General Meeting of Ashmore Group plc will be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020 to consider and, if thought fit, to pass the following resolutions, which, in the case of resolutions 15, 16, 17, 19 and 20, will be proposed as special resolutions and, in the case of the other resolutions, will be proposed as ordinary resolutions. Resolutions 5 to 8 relating to the re-election of the Independent Non-executive Directors will be passed only if a majority of votes cast by Independent Shareholders are in favour, in addition to a majority of votes cast by all Shareholders being in favour. Resolution 18 will be voted on only by the Independent Shareholders of the Company. As Mark Coombs is interested in the outcome of resolution 18 and as required by the Takeover Code, he will not vote on that resolution.
(c) to incur political expenditure (as defined in section 365 of the Companies Act 2006), not exceeding £20,000 in total, in each case, during the period beginning with the date of passing of this resolution and ending at the end of the next annual general meeting of the Company.
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, subject to any such limits or restrictions and make any arrangements which the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 31 December 2021) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
(b) in the case of the authority granted under paragraph (a) of resolution 14 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, to the allotment (otherwise than under paragraph (a) of this resolution) of equity securities up to an aggregate nominal amount of £3,563.70,
such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2020) but during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution ends and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not ended.
such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2020) but during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution ends and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not ended.
By order of the Board
John Taylor Company Secretary
10 September 2020
Mark Coombs led the buy-out of the business which became Ashmore and as Chief Executive has overseen its successful growth for more than 20 years.
He was appointed a Director on the incorporation of the Company and has served as its Chief Executive Officer since then. He held a number of positions at Australia and New Zealand Banking Group (ANZ) and led Ashmore's buyout from ANZ in early 1999. He is Co-Chair of EMTA, the trade association for Emerging Markets, having been on the Board since 1993. Mark has an MA in Law from Cambridge University.
Tom Shippey is a chartered accountant with extensive experience in investment management, mergers and acquisitions, capital raising and financial and regulatory reporting.
He was appointed to the Board as Group Finance Director in November 2013. Prior to joining Ashmore in 2007, he worked for UBS Investment Bank, including advising on the Ashmore IPO in 2006. Tom qualified as a Chartered Accountant with PricewaterhouseCoopers in 1999 and is a Fellow of the ICAEW. He has a BSc in International Business and German from Aston University.
David Bennett has a wealth of leadership experience in the financial services sector, especially in banking and investment management, having held roles as Chairman, CEO and CFO.
He previously served as a Director of Alliance and Leicester plc between 2001 and 2008, serving as Group Finance Director and then Group Chief Executive until its sale to Santander in 2008. He has also held a number of executive positions in Abbey National plc, Cheltenham & Gloucester plc, Lloyds TSB Group and the National Bank of New Zealand. David is currently Chairman of Virgin Money UK plc and a Non-executive Director of PayPal (Europe) SARL et Cie, S.C.A. He has also served as a Non-executive Director of easyJet plc between 2005 and 2014 and as a Non-executive Director and Chairman of Together Personal Finance Limited between 2010 and 2019. David holds an MA in Economics from Cambridge University.
Committee membership: N, R
Clive Adamson is highly experienced in financial services regulatory and public policy matters and has served on boards and held executive positions during his career in financial services and corporate banking.
He was Head of Supervision and an Executive Director of the Board of the Financial Conduct Authority until January 2015, and prior to that he held a number of senior roles within its predecessor, the Financial Services Authority. Between 1998 and 2000 he was a Senior Adviser in Banking Supervision at the Bank of England. Clive is currently a Non-executive Director of JP Morgan Securities plc and Chairman of JP Morgan Europe Limited, Non-executive Director and Chair of the Board Risk Committee of M&G plc. Clive is a Senior Adviser to McKinsey & Co. He was formerly a Non-executive Director and Chair of the Board Risk Committee of Virgin Money UK plc. He holds an MA in Economics from Cambridge University.
Committee membership: A, N, R
Jennifer Bingham has in-depth experience in investment oversight of the investment portfolios of family offices and charitable foundations and in her previous executive role in the emerging market fund management business.
She is an accountant and between 1992 and 2003 she was a senior executive of Brunswick Capital Management Limited, an investment manager specialising in the Russian equity market. During this period she variously held the offices of Chief Executive, Chief Operating and Chief Financial Officer of the firm. Since 2003 Jennifer has held finance, administration and investment oversight roles with investment company PCHB Limited (part of the Cundill group of companies) and as Trustee and Chair of the Peter Cundill Foundation. Committee membership: A, N, R
Dame Anne Pringle has extensive experience in diplomacy, international relations and representing the interests of stakeholders, including Governments and wider society.
She was a diplomat with the Foreign and Commonwealth Office for over 30 years, focusing in particular on the EU, Russia and Eastern Europe. Between 2001 and 2004, Anne was the British Ambassador to the Czech Republic and from 2004 to 2007, Director of Strategy and Information at the FCO and a member of the FCO Board. From 2008 to 2011, she served as Ambassador to the Russian Federation. Anne is the Senior Governor on the Board of St Andrew's University and a trustee on the Board of Shakespeare's Globe Theatre. Committee membership: A, N, R
Key to membership of committees
(A bold letter denotes the Chair)
Under Resolution 20, the Company is proposing to adopt New Articles in order to update the Company's Current Articles. This Appendix II sets out below the proposed changes to be made to the Current Articles.
Both the Current Articles and the New Articles provide that a shareholder will be considered untraced if: (i) at least three consecutive dividends remain unclaimed during a 12-year period; and (ii) no communication has been received from that shareholder during the 12-year period, but the New Articles, in line with current market practice, will provide the Company with more flexibility when it is trying to trace shareholders. The New Articles will replace the requirement to place notices in newspapers with a requirement to use reasonable efforts to trace the shareholder (including a professional asset reunification company if appropriate) and to send a notice to the shareholder's last known postal or email address letting the shareholder know that the Company intends to sell their shares. Shareholders whose shares are sold following this process will not be able to claim the proceeds of the sale and the Company will be entitled to use these funds as the Directors think fit.
The Current Articles establish a procedure for dealing with fractions where there has been a consolidation or division of shares. Whenever as a result of a consolidation, consolidation and sub-division or sub-division of shares any members would become entitled to fractions of a share, the New Articles will allow proceeds from fractions with a value of up to £5 to be given to charity rather than distributed to shareholders in order to avoid an administrative burden on the Company.
The New Articles have been updated in accordance with the change to the International Financial Reporting Standard 16, which provided that from January 2019, leases classified as operating leases must be treated as a liability on the lessee's balance sheet. The New Articles clarify that operating leases are excluded from the calculation of "borrowings" for the purposes of determining the Company's borrowing restrictions.
The New Articles will allow the Directors to decide the method of payment of any dividend or other sum payable in cash by the Company in respect of a share to ensure the Company has maximum flexibility to pay dividends to shareholders in the most efficient manner.
The New Articles will clarify that where any shares in the Company of any untraced shareholders are sold, any unclaimed dividends or other sums payable on or in respect of any shares which remain unclaimed on those shares shall also be forfeited to the Company.
Following the revised Share Capital Management Guidelines published by the Investment Association in July 2016, it was recommended that any authority to offer shareholders the right to elect to receive ordinary shares instead of cash in respect of the whole of any dividend should be renewed at least every three years. Whilst there is no present intention to offer a scrip alternative, the New Articles have been amended in line with the guidelines such that the authority to issue scrip dividends must be renewed every three years instead of every five years.
The AGM will be held at 61 Aldwych, London, WC2B 4AE at 12 noon on Friday 16 October 2020.
Ashmore Group plc 61 Aldwych London WC2B 4AE United Kingdom www.ashmoregroup.com
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