Pre-Annual General Meeting Information • Jun 17, 2022
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or transferred all of your Ordinary Shares, please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred only part of your Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales under number 2041612)
Notice of an Annual General Meeting of Workspace Group PLC to be held at the Company's business centre at Edinburgh House, 170 Kennington Lane, London, SE11 5DP, commencing at 11.00 a.m. on Thursday, 21 July 2022, is set out at the end of this document. Shareholders will find enclosed with this document a form of proxy for use in connection with the AGM. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than 11.00 a.m. on Tuesday, 19 July 2022 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they choose to do so.
In this document, except where the context otherwise requires, the following expressions shall have the following meanings:
the remuneration report for the financial year ended 31 March 2022 (other than the Remuneration Policy) contained on pages 162 to 190 of the Annual Report and Accounts;
the Companies Act 2006 (as amended from time to time);
the annual general meeting of the Company convened for Thursday, 21 July 2022, notice of which is set out at the end of this document, or any reconvened meeting following adjournment thereof;
the annual report and accounts of the Company and the Group for the financial year ended 31 March 2022 and the reports of the Directors and auditors thereon;
the articles of association of the Company currently in force;
the Directors of the Company for the time being;
the UK Corporate Governance Code published in July 2018;
Workspace Group PLC;
has the meaning given to it in section 560(1) of the Act;
the Company and its subsidiary undertakings from time to time;
IA the Investment Association;
the Workspace Group PLC Long Term Incentive Plan;
the notice of AGM contained in this document;
the ordinary shares with a nominal value of £1.00 each in the capital of the Company;
the Directors' remuneration policy, a summary of which is found on pages 171 to 174 of the Annual Report and Accounts;
the Workspace Sharesave Plan 2022 and its predecessor, the Workspace Group PLC 2003 Savings Related Share Option Plan (as applicable);
the holders of Ordinary Shares; and
the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632) (as amended from time to time).
(Incorporated and registered in England and Wales under number 2041612)
Stephen Hubbard (Non-Executive Chairman) Graham Clemett (Chief Executive Officer) David Benson (Chief Financial Officer) Damon Russell (Non-Executive Director) Rosie Shapland (Non-Executive Director) Lesley-Ann Nash (Non-Executive Director) Duncan Owen (Non-Executive Director) Manju Malhotra (Non-Executive Director) Nick Mackenzie (Non-Executive Director)
Registered office: Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
17 June 2022
To Shareholders and, for information only, to share option holders
Dear Shareholder
I am pleased to notify you of the thirty-sixth annual general meeting of the Company, which will be held at the Company's business centre at Edinburgh House, 170 Kennington Lane, London, SE11 5DP on Thursday, 21 July 2022 commencing at 11.00 a.m.
The formal Notice convening the AGM is set out on pages 6 to 9 of this document and an explanation of each of the resolutions that the Directors will be proposing at the AGM is set out below.
The health and safety of our Shareholders, colleagues and other stakeholders remains vitally important to us. Following the publication of the UK Government's 'Covid-19 Response: Living with Covid-19', there should be no restrictions in place at the AGM and we are looking forward to welcoming Shareholders in person this year. We do, however, request that anyone who has recently tested positive for Covid-19 and/or is showing symptoms, or anyone who lives with somebody who has recently tested positive, does not attend the AGM.
In the event it becomes necessary to make any changes to the arrangements for the AGM (including any change to the location of the AGM), this information will be communicated to Shareholders before the meeting through our website (www.workspace.co.uk) and, where appropriate, by RNS announcement.
If you cannot attend the AGM, but wish to vote on the AGM resolutions, please complete the form of proxy enclosed with this circular. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible, and in any event, to reach the Company's registrars, Computershare Investor Services PLC, no later than 11.00 a.m. on Tuesday, 19 July 2022 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting.
For any Shareholders who are unable to attend the AGM in person, we have set up a dedicated electronic mailbox for Shareholders to submit questions to the Board. Please send your questions to [email protected] by no later than 11.00 a.m. on Thursday, 21 July 2022, stating your name and Shareholder Reference Number (as printed on your form of proxy). We will collate the questions we receive and will select a representative sample which will be answered on the Company's website at www.workspace.co.uk as soon as practicable after the conclusion of the AGM. We will also endeavour to provide answers directly to the Shareholders who submitted the questions.
The business of the AGM will begin with a resolution to receive and adopt the Annual Report and Accounts.
Resolution 2 seeks approval by Shareholders for the 2022 Annual Remuneration Report (other than the Remuneration Policy which does not need to be approved by Shareholders this year). The vote is advisory, and no Directors' remuneration is conditional upon passing the resolution.
A final dividend of 14.5 pence per Ordinary Share, to be paid as a REIT Property Income Distribution, has been recommended by the Board for the year ended 31 March 2022 and, if approved by Shareholders, will be paid on 5 August 2022 to all Shareholders on the register at the close of business on 8 July 2022.
The Articles require one-third of the current Directors to retire by rotation at every annual general meeting. However, the Company has adopted the requirements of the Code in relation to Directors' appointments and in particular the annual re-election of all Directors.
Therefore, in accordance with the Code, all of the Directors will retire at the AGM and, being eligible, offer themselves for election or re-election, other than Damon Russell, who will step down from the Board with effect from the conclusion of the AGM having served nine years on the Board.
Duncan Owen was appointed to the Board as Non-Executive Director with effect from 22 July 2021 and Manju Malhotra and Nick Mackenzie were appointed to the Board as Non-Executive Directors with effect from 26 January 2022. The Board is satisfied that each of Duncan, Manju and Nick are independent in accordance with the Code and that there are no circumstances which are likely to impair or could appear to impair their independence. The Nomination Committee of the Company has considered their commitments and has concluded that they each have sufficient time to meet their Board responsibilities.
In relation to all the Directors' election or re-election, following a formal performance evaluation, the Board has determined that each of their performances continues to be effective and they continue to demonstrate commitment to their roles as Directors, including commitment of the necessary time for Board and committee meetings and other duties. The Board is satisfied that each of the Non-Executive Directors offering themselves for election or re-election remains independent in accordance with the Code and that there are no circumstances which are likely to impair or could appear to impair their independence. Biographical details of each of the Directors are set out on pages 102 to 105 of the Annual Report and Accounts.
The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. Accordingly, the Shareholders will be asked to re-appoint KPMG LLP as the Company's auditors until the conclusion of the next annual general meeting in 2023.
Resolution 13 is a routine resolution to authorise the Board, acting through the Audit Committee, to agree the remuneration of the auditors.
The Workspace Sharesave Plan 2022 is intended to replace the Company's existing Savings Related Share Option Plan, which was last approved by Shareholders in July 2012 and which is due to expire shortly. The Sharesave is a savings-related share option plan under which options to acquire Ordinary Shares in the Company may be granted to eligible employees. It is intended to satisfy the conditions of relevant tax legislation in order that options granted under the plan will benefit from certain tax reliefs on exercise. The Sharesave is similar to the 2003 Plan, but has been updated to reflect changes in the relevant legislation. A summary of the principal terms of the Sharesave is set out in the Appendix on pages 10 to 11 of this document.
A copy of the draft rules of the Workspace Sharesave Plan 2022 will be available for inspection by Shareholders on the National Storage Mechanism (accessible at https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of publication of this Notice of AGM and at the place of the AGM from 15 minutes prior to its commencement until its conclusion.
The authority given to the Directors to allot further shares or to grant rights to subscribe for, or to convert securities into shares in the capital of the Company requires the prior authorisation of the Shareholders in general meeting under section 551 of the Act.
Upon the passing of Resolution 15 (pursuant to paragraph (a)(i) of Resolution 15), the Directors will have the necessary authority until the conclusion of the next annual general meeting of the Company in 2023 or, if earlier, 30 September 2023 to allot and/or grant rights to subscribe for, or convert securities into, Shares, up to an aggregate nominal amount of £63,879,452 (which represents approximately one-third of the issued ordinary share capital of the Company as at 10 June 2022 (being the latest practicable date prior to publication of this document)).
In addition, in line with guidance issued by the IA on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 15 (pursuant to paragraph (a)(ii) of Resolution 15), the Directors will have authority, until the conclusion of the next annual general meeting of the Company in 2023 or, if earlier, 30 September 2023 to allot and/or grant rights to subscribe for, or convert securities into, Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £127,758,904, as reduced by the aggregate nominal amount of any shares issued under paragraph (a)(i) of Resolution 15. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 10 June 2022 (being the latest practicable date prior to publication of this document).
In order to ensure that the maximum aggregate nominal amount of Equity Securities allotted and/or granted under Resolution 15 is never more than an amount equal to two-thirds of the issued ordinary share capital as at 10 June 2022, deductions will be made from paragraph (a)(i) or (a)(ii) to ensure this remains the case, whether or not the Company issues shares under paragraph (a)(i) or paragraph (a)(ii) first. As at the date of this document, the Company holds no shares in treasury.
This limited authority will enable the Directors to issue shares when they believe it is in the interests of the Company to do so. It replaces the authority granted at the last annual general meeting of the Company in 2021, which will remain in force up until the conclusion of this year's AGM. While the Directors would always consider from time to time the best manner of financing the Group, the Directors have no present intention of issuing Ordinary Shares or other Equity Securities pursuant to Resolution 15 except in connection with the LTIP and/or Sharesave.
The Directors will continue to seek to renew this authority at each annual general meeting in accordance with current best practice.
Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to (i) political parties; (ii) other political organisations; and (iii) independent election candidates and from incurring political expenditure without Shareholders' consent. However, as the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught.
It remains the policy of the Company not to make political donations or incur political expenditure within the ordinary meaning of those words and the Board has no intention of using the authority for that purpose. The authority being sought in this Resolution 16 will not change that policy but is being sought as a precaution to allow the Company's normal business activities to be within the Act.
Resolution 17 is a special resolution and would, in very limited circumstances, give the Directors the power to allot Shares and/or to sell any Shares which the Company holds in treasury for cash without first offering them to the existing Shareholders in proportion to their existing shareholdings.
The power set out in Resolution 17 would be limited to allotments and/or sales: (i) in connection with pre-emptive offers and offers to holders of other Equity Securities if required by the rights of those shares, or as the Directors otherwise consider necessary; and (ii) in connection with the terms of any employees' share scheme for the time being operated by the Company.
The Directors intend to seek to renew such authority and power at successive annual general meetings.
The power under Resolution 17 will expire on the earlier of 30 September 2023 and the conclusion of the annual general meeting of the Company held in 2023.
Resolution 18 is a special resolution and authorises the Company to make market purchases (within the meaning of section 693 of the Act) on the London Stock Exchange of up to a maximum aggregate number of 19,163,835 Ordinary Shares (equivalent to approximately 10% of the current issued ordinary share capital of the Company (excluding any treasury shares) as at 10 June 2022 (being the latest practicable date prior to publication of this document), at a minimum price per Share of its nominal value and a maximum price of the higher of: (i) an amount equal to 105% of the average of the middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the period of five business days immediately preceding the date on which the Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent purchase bid for a Share at the time on the trading venue where the purchase is carried out. Resolution 18 should not be taken as an indication that the Company will purchase Shares at any particular price or indeed at all. The Directors have no present intention of exercising the authority to make market purchases. However, the authority provides the flexibility to allow them to do so in the future, and the Directors would only consider making purchases if they believe that such purchases would result in an increase in earnings per share and are in the best interests of the Company and its Shareholders generally.
The authority will expire on the earlier of 30 September 2023 and the conclusion of the annual general meeting of the Company held in 2023. The Directors intend to seek to renew such authority and power at successive annual general meetings.
Any Shares purchased under the authority would either be cancelled, and the number of Shares in issue would be reduced accordingly or would be held in treasury. The Directors would consider holding as treasury shares any Shares which the Company repurchases pursuant to the authority provided by this Resolution 18. To the extent that any Shares repurchased by the Company are held in treasury, earnings per share will only be increased on a temporary basis until such time as the Shares are sold or transferred out of treasury. Overall, the Directors believe that the ability of the Company to hold Shares in treasury will provide the Company with greater flexibility in the management of its share capital.
The Company has options outstanding over 1,816,927 Shares; the aggregate nominal amount of which represents approximately 0.95% of the Company's issued ordinary share capital as at 10 June 2022 (being the latest practicable date prior to publication of this document). If the Company bought back the maximum number of Shares permitted pursuant to this Resolution 18, then the total number of options to subscribe for Shares outstanding at 10 June 2022 would represent approximately 1.05% of the reduced issued ordinary share capital of the Company.
Resolution 19 is a special resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings (other than an annual general meeting) on 14 clear days' notice without obtaining Shareholder approval. Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company to 21 days unless Shareholders approve a shorter notice period (which cannot be less than 14 clear days). Annual general meetings will continue to be held on at least 21 clear days' notice.
Accordingly, in order to preserve the Company's ability to call general meetings (other than an annual general meeting) on 14 clear days' notice, Resolution 19 seeks such approval from Shareholders. The flexibility offered by this Resolution 19 will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the general meeting. If granted, the approval will be effective until 30 September 2023 or, if earlier, the Company's next annual general meeting in 2023, when it is intended that a similar resolution will be proposed.
Whether or not you intend to be present at the AGM, you are requested to complete and sign the enclosed form of proxy and return it as soon as possible to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Members may also register the appointment of a proxy electronically by accessing the website www.investorcentre.co.uk/eproxy, which is operated by Computershare Investor Services PLC. In either case, the proxy appointment must be received by Computershare Investor Services PLC no later than 11.00 a.m. on Tuesday, 19 July 2022 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting.
Alternatively, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST messages must be received by the issuer's agent not later than 11.00 a.m. on Tuesday, 19 July 2022 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the AGM should they choose to do so.
The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company and Shareholders as a whole, and the Board unanimously recommends that you vote in favour of the proposed resolutions. The Directors intend to vote in favour of the resolutions in respect of their own beneficial shareholdings in the Company.
Yours sincerely
Stephen Hubbard Chairman
(Incorporated and registered in England and Wales under number 2041612)
NOTICE IS HEREBY GIVEN that the thirty-sixth annual general meeting of the Company will be held at the Company's business centre at Edinburgh House, 170 Kennington Lane, London, SE11 5DP at 11.00 a.m. on Thursday, 21 July 2022 to consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 16 will be proposed as ordinary resolutions (which must each receive more than 50% of the votes cast in favour to be passed) and numbers 17 to 19 will be proposed as special resolutions (which must each receive 75% or more of the votes cast in favour to be passed):
To consider and, if thought fit, pass each of the following Resolutions 1 to 16 (inclusive) as ordinary resolutions:
and so that the Directors may, in either case, impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or with legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.
The authorities conferred on the Directors under paragraphs (i) and (ii) of this Resolution 15 shall expire at the conclusion of the next annual general meeting of the Company in 2023 or, if earlier, 30 September 2023, save that under each authority the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for, or convert securities into, shares to be granted after such expiry 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 relevant authority had not expired; and
(b) words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this Resolution 15.
(as such terms are defined in sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and expenditure shall not exceed £20,000 during the period beginning with the date of the passing of this Resolution 16 and expiring at the earlier of the conclusion of the next annual general meeting of the Company in 2023 or, if earlier, 30 September 2023.
To consider and, if thought fit, to pass each of the following Resolutions 17 to 19 (inclusive) as special resolutions:
(i) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other Equity Securities, as required by the rights of those securities or as the Directors otherwise consider necessary,
but so that the Directors may impose any limits or restrictions and make any arrangements which they 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 whatsoever; and
(b) the terms of any employees' share scheme for the time being operated by the Company (and any shares acquired or held by the Company in treasury may be transferred in satisfaction of the exercise of options under such scheme),
such authority to expire at the conclusion of the next annual general meeting of the Company in 2023 or, if earlier, 30 September 2023, save that the Directors may, before the expiry of such period, make offers or agreements which would, or might, require Equity Securities to be allotted and/or treasury shares sold after the authority expires and the Directors may allot Equity Securities and/or sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.
Words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this Resolution 17.
By order of the Board
Carmelina Carfora Company Secretary Dated: 17 June 2022
Registered office: Canterbury Court Kennington Park 1-3 Brixton Road
London SW9 6DE
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
(a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company that the question be answered.
Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
T +44 (0) 207 138 3300 F +44 (0) 207 247 0157
W www.workspace.co.uk E [email protected]
Each time that the Board decides to issue an invitation to employees to participate in the Sharesave, all UK resident tax-paying employees and full-time Directors of the Company and its subsidiaries (the 'Group') participating in the Sharesave must be offered the opportunity to participate. Other employees of the Group may be permitted to participate at the Board's discretion. If the Board so determines in line with the relevant legislation governing the Sharesave, employees who are invited to participate must have completed a minimum qualifying period of employment before they can participate (which currently can be up to five years before the grant date). The Company's current practice is not to set a qualifying period.
Under the Sharesave, eligible employees may enter into a savings contract to make savings over a three- or five-year period. Monthly savings by an employee under all savings contracts linked to options granted under any tax-advantaged savings-related share option plan may not exceed the statutory maximum, which is currently set at £500 per month. The Board may set a lower limit in relation to any particular grant. At the end of the three- or five-year savings contract, employees may either withdraw their savings on a tax-free basis or use their savings to acquire ordinary fully paid shares in the Company ('Shares').
The proceeds of the savings contract can be used to exercise an option to acquire Shares at an exercise price per Share set when employees were invited to participate in the Sharesave. The exercise price may not be manifestly less than 80% (or such other percentage as may be permitted by the relevant legislation) of the market value of a Share at the date of invitation. The exercise price will normally be set using prices taken from a period of 42 days beginning on: (a) the first dealing day after the announcement of the Company's results for any period; (b) the day on which an announcement is made of an amendment to the Sharesave legislation or such legislation comes into force; (c) the day on which a new HMRC-approved savings contract is announced; or (d) to the extent that share dealing restrictions apply in any of the preceding three periods, the dealing day on which such dealing restrictions are lifted, unless the Board determines that exceptional circumstances exist which justify the issue of invitations under the Sharesave at another time.
The Sharesave may operate over new issue Shares, treasury Shares or Shares purchased in the market. The rules of the Sharesave provide that the number of Shares which may be issued to satisfy options or awards granted under the Sharesave and any other employee share plan adopted by the Company in any ten-year rolling period may not exceed 10% of the issued ordinary share capital of the Company from time to time.
Shares transferred out of treasury will count towards this limit for so long as this is required under institutional Shareholder guidelines. However, options over, and awards of, Shares which are relinquished or lapse will be disregarded for the purposes of this limit.
Ordinarily, an option may be exercised within six months of the date that the savings contract matures. Options not exercised by the end of this period will lapse. However, special provisions apply upon cessation of employment and in the case of certain corporate events.
Options will normally lapse immediately upon a participant ceasing to be employed by, or hold office with, the Group. However, if a participant ceases to hold office or employment because of injury, disability, redundancy, retirement or the sale of the individual's employing company or business out of the Group, their option will not lapse and may be exercised early for a period of up to six months after the participant's cessation of office or employment. If a participant dies, their option may be exercised for 12 months after their death by their personal representatives.
In the event of certain types of corporate event involving a change of control or winding-up of the Company, any outstanding options may be exercised early. Alternatively, participants may agree with the acquiring company to exchange their options for equivalent options over shares in a different company. If the change of control is an internal reorganisation of the Group and participants are offered equivalent options over shares in a different company, their options will not become exercisable and, if not so exchanged, will lapse.
In the event of a variation of the Company's share capital, the Board may adjust the number or description of Shares subject to options and/ or the exercise price applicable to options in such manner as it considers appropriate.
Options granted under the Sharesave will not confer Shareholder rights on a participant (including an entitlement to vote or to receive dividends) until that participant has exercised their option and received the underlying Shares. Any Shares issued will rank equally with other Shares then in issue (except for rights arising by reference to a record date prior to their issue).
The Board may, at any time, amend the Sharesave rules in any respect. The prior approval of the Company's Shareholders must be obtained for any amendment which is made to the advantage of eligible employees and/or participants and relates to the provisions relating to eligibility, individual or overall limits on Shares under the Sharesave, the basis for determining the entitlement to, and the terms of, Shares provided under the Sharesave, the adjustments that may be made in the event of any variation in the share capital of the Company and/ or the rule relating to such prior approval. There are, however, exceptions to this requirement to obtain Shareholder approval for any minor amendments to benefit the administration of the Sharesave, to take account of the provisions of any relevant legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the Group. An amendment which would be to the material disadvantage of participants in respect of subsisting rights under the Sharesave will only take effect with the approval of a majority of the participants who respond to an invitation to indicate their approval.
Options are not transferable other than to the participant's personal representatives in the event of the participant's death.
Any benefits received under the Sharesave are not pensionable.
No options may be granted under the Sharesave more than ten years after the date it is approved by the Company's Shareholders.
Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
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