Pre-Annual General Meeting Information • Jul 27, 2022
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Watches of Switzerland Group PLC, please hand this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Your attention is drawn to the letter from the Chair of Watches of Switzerland Group PLC which is set out on page 2 of this document and which recommends you vote in favour of the Resolutions to be proposed at the Annual General Meeting.
Notice of the Annual General Meeting of the Company, to be held at 2.30pm at The Watches of Switzerland Group, 36 North Row, London W1K 6DH on Thursday 1 September 2022, is set out on pages 3 and 4 of this document.
Shareholders will also find enclosed with this circular a form of proxy for use in connection with the Annual General 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. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, and detailed on pages 7 and 8 of this document, as soon as possible and in any event, so as to reach the Company's Registrars or the Company (if sent electronically) by no later than 2.30pm on Tuesday 30 August 2022.
Dear Shareholder,
On behalf of the Directors of Watches of Switzerland Group PLC (together the "Board"), it gives me great pleasure to invite you to attend the fourth Annual General Meeting (AGM) of Watches of Switzerland Group PLC (the "Company") which will be held at our offices at 36 North Row, London W1K 6DH on Thursday 1 September 2022 at 2.30pm. The doors will open at 2.00pm.
Accompanying this Notice of Meeting and Proxy Form is a Shareholder Letter. This details how you would like us to provide you with future shareholder information, such as the Annual Report and Accounts. You will now have the choice whether to receive future information electronically or in paper format.
By taking advantage of electronic communications, as well as enabling us to communicate with you in a more timely manner, there is the added benefit of enabling us to operate in a more environmentally and sustainable manner.
The formal notice convening the AGM can be found on page 3 and 4 of this circular, detailing the resolutions that the Shareholders are being asked to vote on (each a "Resolution" and, together, the "Resolutions"). Explanatory notes on the Resolutions to be considered appear on page 5 and 6 of this notice.
The AGM gives the Board an opportunity to meet Shareholders and to listen and respond to any questions. Your participation is important to us and if you cannot attend I would urge you to vote ahead of the AGM.
The existing Remuneration Policy was approved by shareholders at the Company's Annual General Meeting in October 2019. In line with the normal three-year cycle, the Remuneration Committee is proposing minor amendments to the existing Directors' Remuneration Policy in order to better align the Company with best practice and investor guidance. As such Resolution 3 proposes a new Remuneration Policy for approval at the 2022 AGM. Further details on the Remuneration Policy can be found in the Annual Report and Accounts 2022 on pages 212 to 223.
During the year the Company announced the appointment of Bill Floydd as the Chief Financial Officer and Chabi Nouri as an independent Non-Executive Director. Therefore as this their first AGM since appointment Resolution 4 and 5 proposes their election to the Board.
Resolutions 6 to 10 propose the re-election of the other Directors of the Company. The biographical details of the Directors seeking re-election are set out on pages 182 and 183 of the Annual Report and Accounts 2022.
If you are unable to attend the AGM, you may wish to appoint a proxy by completing and returning the enclosed proxy form. 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. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, and detailed on pages 7 and 8 of this document, as soon as possible and in any event, so as to reach the Company's Registrars or the Company (if sent electronically) by no later than 2.30pm on Tuesday 30 August 2022. Other instructions relating to the form of proxy, including in the case of CREST members, are set out on pages 7 and 8 of this document.
We recognise that many Shareholders are unable to attend the AGM in person, so all Resolutions will be decided on a poll to be called by the Chair at the meeting. The Board believes a poll is more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of shares held and all votes tendered are taken into account. Following the AGM the results will be published on our website thewosgrouplc.com and will be released to the London Stock Exchange as soon as practicable.
The Board considers that each of the Resolutions being proposed at the AGM are in the best interests of the Shareholders as a whole and recommend Shareholders to vote in favour of all Resolutions, as they intend to do in respect of their own shareholdings.
Yours faithfully,
IAN CARTER CHAIR
Notice is hereby given that the fourth Annual General Meeting (AGM) of Watches of Switzerland Group PLC (the "Company") will be held at 36 North Row, London W1K 6DH on Thursday 1 September 2022 at 2.30pm.
You will be asked to consider and, if thought fit, to pass the resolutions below (each a "Resolution" and together the "Resolutions"). Resolutions 15 to 18 (inclusive) will be proposed as special resolutions. All other Resolutions will be proposed as ordinary resolutions.
To receive the Strategic Report, Directors' Report and the Financial Statements for the financial year ended 1 May 2022 together with the report of the auditor.
To approve the Directors' Remuneration Report in the form set out on pages 196 to 211 of the Annual Report and Accounts 2022 for the financial year ended 1 May 2022.
To approve the Directors' Remuneration Policy in the form set out on pages 212 to 223 of the Annual Report and Accounts 2022.
To elect Bill Floydd as a director of the Company.
To elect Chabi Nouri as a director of the Company.
To re-elect Ian Carter as a director of the Company.
To re-elect Brian Duffy as a director of the Company.
To re-elect Tea Colaianni as a director of the Company.
To re-elect Rosa Monckton as a director of the Company.
To re-elect Robert Moorhead as a director of the Company.
To re-appoint Ernst & Young LLP as auditors of the Company (the "Auditors").
To authorise the Directors to determine the remuneration of the Auditors.
That in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are authorised, in aggregate, to:
as such terms are defined in sections 363 to 365 of the Act during the period of one year beginning with the date of the passing of this resolution, provided that the authorised sum referred to in paragraphs (A), (B) and (C) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board in its absolute discretion may determine to be appropriate; and all rights that the Company may have against its directors in respect of any political donations or expenditure made or incurred without the authorisation required under the Act be irrevocably and unconditionally waived.
That the Board of Directors of the Company (the "Board") be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company:
and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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 authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 1 December 2023) but, in each case, during this period the Company may 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 the authority ends and the Board 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 expired.
To consider and, if thought fit, to pass the following Resolutions as special resolutions:
That if Resolution 14 is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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; and
(B) in the case of the authority granted under paragraph (A) of Resolution 14 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £149,731,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 1 December 2023) but, in each case, 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 power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
That, if Resolution 14 is passed, the Board be authorised in addition to any authority granted under Resolution 15 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 1 December 2023) but, in each case, prior to its expiry 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 expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
That the Company be and is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company provided that:
That a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.
By order of the Board,
COMPANY SECRETARY 18 July 2022
Registered Office: Aurum House, 2 Elland Road, Braunstone, Leicester, United Kingdom, LE3 1TT
Registered in England and Wales with number: 11838443
The Board asks that Shareholders receive the Strategic Report, Directors' Report and the Financial Statements for the financial year ended 1 May 2022 together with the report of the auditor (the "Annual Report and Accounts 2022").
The Directors' Remuneration Report is set out in full on pages 196 to 211 of the Annual Report and Accounts 2022. It is subject to an advisory vote by Shareholders.
The Directors' Remuneration Policy is set out in full on pages 212 to 223 of the Annual Report and Accounts 2022. It is subject to an approval vote by Shareholders.
Shareholders are invited to approve the Directors' Remuneration Policy which is contained in the Annual Report and Accounts 2022 on pages 212 to 223 and which sets out the Company's forwardlooking policy on Directors' remuneration. The Remuneration Committee is proposing minor amendments to the existing Directors' Remuneration Policy, which was approved by shareholders at the Company's Annual General Meeting on 17 October 2019, in order to better align with best practice and investor guidance:
Further details regarding the proposed Directors' Remuneration Policy are set out in the letter from the Chair of the Remuneration Committee on pages 196 to 199 of the Annual Report and Accounts 2022.
If the Directors' Remuneration Policy is approved by Shareholders, it will take immediate binding effect and the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director unless that payment is consistent with the current Remuneration Policy or has been approved by a resolution of the Shareholders of the Company. If the Directors' Remuneration Policy is approved, it will be valid for up to three financial years without a new Shareholder approval. If the Company wishes to change the Directors' Remuneration Policy, it will need to put the revised Policy to a vote again before it can implement the new Policy.
In accordance with Article 80 of the Company's Articles of Association and the requirements of the UK Corporate Governance Code (the "Code"), each of the Directors is required to offer themselves for election or annual re-election by Shareholders at each AGM.
The Board is of the opinion that each of the Directors is appropriately skilled and experienced to carry out their responsibilities as a director and discharges their role as a director effectively. Further, following a formal externally facilitated performance evaluation process (including in relation to their fulfilment of their duties under s172 Companies Act 2006, the Chair is satisfied that the performance of each of those directors continues to be effective and demonstrates commitment to their role, including the commitment of their time for meetings and any other duties.
Biographical details of each of the Directors, and an explanation of why each director's contribution to the Board is and continues to be important to the Company's long term success, can be found on pages 182 and 183 of the Annual Report and Accounts 2022.
The Board has determined that all of the Non-Executive Directors being proposed for re-election are independent in character and judgement, and there are no relationships or circumstances which are likely to affect, or could appear to affect, their independence.
Shareholders are invited to re-appoint Ernst & Young LLP.
Resolution 12 proposes that the Directors be authorised to determine the level of the Auditors' remuneration.
Part 14 of the Act prohibits companies from making political donations exceeding £50,000 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.
The Company is a politically neutral organisation and did not make any political donations in the preceding financial period.
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 Directors have no intention of using the authority for that purpose. The authority being sought in this Resolution will not change that policy, but is being sought as a precaution to ensure that the Company's normal business activities are compliant with the Act.
Paragraph (A) of this Resolution 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 £998,209 (representing 79,856,766 ordinary shares of £0.0125 each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares of the Company) as at the latest practicable date prior to publication of this Notice.
In line with guidance issued by the Investment Association (IA), paragraph (B) of this Resolution 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 ordinary Shareholders up to an aggregate nominal amount equal to £1,996,419 (representing 159,713,531 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this Resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of this Notice.
The authority sought under this Resolution will expire at the earlier of 1 December 2023 and the end of the AGM of the Company held in 2023.
The Directors have no present intention to exercise the authority sought under this Resolution. However, if they do exercise the authority, the Directors intend to follow IA recommendations concerning its use (including as regards the Directors standing for re-election in certain cases).
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
This Resolution will be proposed as a special resolution, which requires a 75 per cent. majority of the votes to be cast in favour. It would give the Directors the power 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.
This power 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 shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount representing approximately 5 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of this Notice. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period where the Principles provide that usage in excess of 7.5 per cent. should not take place without prior consultation with Shareholders.
The power will expire at the earlier of 1 December 2023 and the end of the AGM of the Company held in 2023.
This Resolution will be proposed as a special resolution, which requires a 75 per cent. majority of the votes to be cast in favour. Resolution 16 authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing Shareholders in proportion to their existing holdings, in addition to the authority set out in Resolution 15, in connection with the financing (or refinancing, if the authority is to be used within six months of the original transaction) of 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 authority under Resolution 16 is limited to an aggregate nominal amount of £149,731 (representing 11,978,514 ordinary shares). This aggregate nominal amount represents approximately 5 per cent. of the issued ordinary share capital of the Company (excluding treasury shares) as at the latest practicable date prior to publication of this Notice.
The power will expire at the earlier of 1 December 2023 and the conclusion of the AGM of the Company held in 2023.
Resolutions 15 and 16 have been separated in accordance with the guidance issued by the Pre-Emption Group.
This resolution seeks Shareholder approval to grant the Company the authority to purchase its own shares pursuant to sections 693 and 701 of the Act.
This authority will be limited to an aggregate maximum number of 23,957,029 ordinary shares, representing 10 per cent. of the Company's issued share capital, excluding treasury shares. The maximum price which may be paid for an ordinary share will be an amount which is not more than the higher of (i) 5 per cent. above the average of the middle market quotation for an ordinary share as derived from the London Stock Exchange Plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case, exclusive of expenses).
If approved, the authority shall, unless varied, revoked or renewed, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 1 December 2022. The Directors have no present intention of exercising all or any of the powers conferred by this resolution and will only exercise their authority if it is in the best interests of Shareholders generally and could be expected to result in an increase in the earnings per ordinary share of the Company. As at 18 July 2022 the Company had granted options and awards under its share plan over in aggregate 3,145,552 ordinary shares (assuming full vesting and exercise). This represents 1.31 per cent. of the Company's issued share capital as at 18 July 2022 (being the latest practicable date before the publication of this Notice). If the Company were to buy back the maximum number of ordinary shares allowed under the authority under this resolution, and then cancel those shares, the total number of options and awards would represent approximately 1.30 per cent. of the Company's issued share capital as at 18 July 2022 (being the latest practicable date before the publication of this Notice).
This Resolution will be proposed as a special resolution, which requires a 75 per cent majority of the votes to be cast in favour. The notice period required by the Act for general meetings (other than an AGM) is 21 clear days unless the Company:
This Resolution seeks such approval to hold a general meeting other than an AGM on not less than 14 clear days' notice and will be proposed as a special resolution. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of Shareholders as a whole.
In order to comply with the Code, the Company would be required to circulate notices of all general meetings and related papers at least 14 working days in advance of the meeting. In the event that the Company relied on the shorter notice period and did not comply with the Code it would intend to explain any noncompliance in the subsequent annual report and accounts. Should this Resolution be approved it will be valid until the end of the next AGM.
A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear. com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 2.30pm on Tuesday 30 August 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Contacting the Shareholder helpline team on 0371 384 2577, or if calling from outside the U.K., +44 (0)371 384 2577.
Lines are open from 8.30 a.m. to 5.30 p.m. on business days (i.e. Monday to Friday but excluding public holidays in England and Wales).
You may not use any electronic address provided either in this notice of AGM or any related documents (including the Chair's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
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