Pre-Annual General Meeting Information • Dec 22, 2022
Pre-Annual General Meeting Information
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On behalf of the directors of Hollywood Bowl Group plc (together the Directors), it gives me great pleasure to write to you with details of the 2023 Annual General Meeting (AGM) of Hollywood Bowl Group plc (the Company) which will be held at Investec Bank plc, 30 Gresham Street, London EC2V 7QP, on Monday 30 January 2023 at 9.30am (London time).
The formal Notice of AGM (AGM Notice) is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM. The AGM provides shareholders with an opportunity to communicate with the Directors and we welcome your participation.
In line with our commitment to being a more environmentally friendly company, we will not be issuing hard copy forms of proxy for the 2023 AGM in the post. Instead, you may appoint a proxy online at www.signalshares.com. You will need your Investor Code, which can be found on your share certificate. If you require assistance, or if you would like to request a paper form of proxy, please contact our registrar, Link Group, whose contact details are set out in this document. If your shares are held in CREST, you may vote electronically via CREST as detailed in the notes to the AGM Notice on page 9.
Whether or not you intend to attend the AGM, please complete and submit a proxy appointment in accordance with the notes to the AGM Notice set out in this document. To be valid, the proxy appointment must be received no later than 9.30am on Thursday 26 January 2023.
The appointment of a proxy (whether online or in hard copy) and voting electronically will not prevent you from attending and voting at the AGM in person if you wish. If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.
The Directors believe that the resolutions set out in the AGM Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM. The Directors who own ordinary shares intend to vote in favour of the resolutions to be proposed at the AGM.
I look forward to seeing you at the AGM.
Yours faithfully
Peter Boddy
Chairman
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Hollywood Bowl Group plc (the Company) will be held at Investec Bank plc, 30 Gresham Street, London EC2V 7QP, on Monday 30 January 2023 at 9.30am (London time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 18 will be proposed as special resolutions.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 31 March 2024, whichever is the earlier, 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 to convert any security into shares to be granted after the authority ends.
For the purposes of this resolution, 'rights issue' means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
(a) to allotments for rights issues and other pre-emptive issues;
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31 March 2024 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 Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31 March 2024 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 Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
By order of the Board
COMPANY SECRETARY 22 December 2022 Registered in England and Wales No. 10229630 Registered Office: Focus 31, West Wing, Cleveland Road, Hemel Hempstead Industrial Estate, Hemel Hempstead, Hertfordshire, England HP2 7BW
Notice of the Annual General Meeting 2023
Resolutions 1 to 14 are proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. For each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.
The first item of business is the receipt by the shareholders of the Directors' report and the accounts of the Company for the year ended 30 September 2022. The Directors' report, the accounts and the report of the Company's auditor on the accounts and on those parts of the Directors' remuneration report that are capable of being audited are contained within the Annual Report.
Resolution 2 deals with the recommendation of the Directors that a final dividend of 8.53 pence per ordinary share be paid. If approved, it is intended that the dividend will be paid to ordinary shareholders on 24 February 2023 that were on the register at the close of business on 3 February 2023.
To the extent that there is surplus cash within the business and, as outlined in the Chief Financial Officer's review on page 44 of the Annual Report, other priorities having been satisfied, the Board expects to return the surplus to shareholders. In line with this strategy, the Directors also recommend that a special dividend of 3.0 pence per ordinary share be paid. If Resolution 3 is approved, the Special Dividend will be paid to ordinary shareholders on 24 February 2023 that were on the register at the close of business on 3 February 2023.
This resolution seeks shareholder approval of the Directors' remuneration report for the year ended 30 September 2022, which is set out on pages 96 to 113 of the Annual Report. The Company's auditor, KPMG LLP, has audited those parts of the Directors' remuneration report that are required to be audited and its report may be found on pages 119 to 126 of the Annual Report.
This resolution is subject to an 'advisory vote' by shareholders. In the event that the resolution is not passed, payments made or promised to Directors will not have to be repaid, reduced or withheld.
In accordance with the Company's Articles of Association all Directors of the Company, having not previously been elected by shareholders, are required to submit themselves for election by shareholders. Julia Porter will therefore submit herself for election by shareholders having been appointed to the Board since the Company's 2022 AGM. In addition, the Board continues to comply with the UK Corporate Governance Code requirement that all other Directors submit themselves for re-election by shareholders. In accordance with Board succession plans, Claire Tiney (who has served as a Non-Executive Director and Chair of the Remuneration Committee since the Company's IPO in 2016) will retire from the Board at the AGM, and is therefore not submitting herself for re-election by shareholders.
Biographical details of each of the Directors who are seeking election or re-election appear on pages 10 to 11 of this document. The Board believes that each Director brings considerable and wide ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role.
The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Nick Backhouse, Ivan Schofield and Julia Porter to be independent in accordance with the UK Corporate Governance Code.
It is the intention of the Board that all Directors will continue to submit themselves for annual re-election by shareholders.
The auditor of a company must be appointed or reappointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit Committee, the appointment of KPMG LLP as the Company's auditor, until the conclusion of the next general meeting of the Company at which accounts are laid.
This resolution seeks shareholder consent for the Audit Committee of the Company to set the remuneration of the auditor.
The purpose of Resolution 14 is to renew the Directors' power to allot shares. The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one-third (33.3 per cent) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 14 December 2022, being the latest practicable date prior to publication of this notice of meeting, is equivalent to a nominal value of £570,233.
The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £570,233, which is equivalent to approximately one-third (33.3 per cent) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 14 December 2022. The Company currently holds no shares in treasury.
There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
If the resolution is passed the authority will expire on the earlier of 31 March 2024 and the end of the Annual General Meeting in 2024.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.
Resolution 15 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £171,070, being approximately 10 per cent of the total issued ordinary share capital of the Company as at 14 December 2022 (plus a further authority of up to 2 per cent of issued share capital to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles). As at 14 December 2022 the Company holds no treasury shares.
The Pre-Emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 10 per cent of issued ordinary share capital (exclusive of treasury shares) (with a further authority of up to 2 per cent of issued share capital to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group, Resolution 16 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash up to a further nominal amount of £171,070, being approximately 10 per cent of the total issued ordinary share capital of the Company as at 14 December 2022, 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 12-month period and is disclosed in the announcement of the issue. Resolution 16 also provides for a further authority for no more than 2 per cent of issued share capital to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles.
If the authority given in Resolution 16 is used, the Company will publish details of the placing in its next Annual Report.
If these resolutions are passed, the authorities will expire at the end of the next AGM or on 31 March 2024, whichever is the earlier.
The Board considers the authorities in Resolutions 15 and 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.
In the event of the Company issuing shares non-pre-emptively for cash pursuant to the general disapplication of pre-emption rights authorities described above, the Board intends to adhere to the Pre-Emption Group Statement of Principles, including, but not limited to: consulting (where reasonably practicable and permitted by law) with major shareholders prior to the announcement of the issues; providing an explanation of the background to and reasons for the offer and the proposed use of proceeds; as far as possible, making the issue on a soft pre-emptive basis; giving due consideration to the involvement (in the placing and/or in a follow-on issue) of retail investors and existing investors not allocated shares as part of a soft pre-emptive process; involving management in the process of allocation of the shares issued; and, after completion of the issue, making a post-transaction report as described in Section 2B of the Pre-Emption Group Statement of Principles.
The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 17,107,009 ordinary shares, until the Annual General Meeting in 2024 or 31 March 2024, whichever is the earlier. This represents 10 per cent of the ordinary shares in issue (excluding shares held in treasury) as at 14 December 2022, being the latest practicable date prior to the publication of this notice. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.
Pursuant to the Companies Act 2006, the Company can hold any shares which are repurchased as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to resell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
The Directors consider it desirable and in the Company's interests for shareholders to grant this authority. The Directors have no present intention to exercise this authority, and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.
The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or interim results as dictated by the Listing Rules or Market Abuse Regulation (as applicable in the UK) (UK MAR) or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the Listing Rules and the MAR, at any other time when the Directors would be prohibited from dealing in shares.
Options to subscribe for a total of 1,713,443 shares, being 1.00 per cent of the issued ordinary share capital (excluding treasury shares), were outstanding at 14 December 2022 (being the latest practicable date prior to the publication of this notice). If the existing authority given at the 2022 AGM and the authority being sought under Resolution 17 were to be fully used, these would represent 1.25 per cent of the Company's issued ordinary share capital (excluding treasury shares) at that date.
Under the Companies Act 2006, as amended, the notice period required for all general meetings of the Company is 21 days, though shareholders can approve a shorter notice period for general meetings that are not Annual General Meetings, which cannot, however, be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice. The shorter notice period for which shareholder approval is sought under Resolution 18 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. In the event that a general meeting is called on less than 21 days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
Peter joined the Group as Non-Executive Chairman in 2014.
Peter has extensive non-executive experience at board level, including roles at Thwaites plc (SID and Chair of Remuneration Committee 2007–2015), Novus Ltd (Chairman 2015–2018), Xercise4less (Chairman 2013–2019) and the Harley Medical Group (Chairman 2012–2019). Previously, he held the position of CEO or Managing Director in a number of successful private equity backed leisure sector companies including Fitness First UK, Megabowl Group Limited and Maxinutrition Limited. Peter has a degree in economics from De Montfort University and an MBA from Warwick Business School.
Committee membership
Stephen joined the Group as Business Development Director in 2011. He was promoted to Managing Director in 2012 and became Chief Executive Officer in 2014.
Before joining the Group, Stephen worked within the health and fitness industry, holding various roles within Cannons Health and Fitness Limited from 1999. He became Sales and Client Retention Director in 2007 upon the acquisition of Cannons Health and Fitness Limited by Nuffield Health, and became Regional Director in 2009. In 2011, Stephen was appointed to the operating board of MWB Business Exchange, a public company specialising in serviced offices, meeting and conference rooms, and virtual offices.
Stephen was appointed Chairman at the Club Company Limited (operator of UK country clubs) in 2018.
Laurence joined the Group as Finance Director in 2014.
Laurence has a first-class degree in business, mathematics and statistics from the London School of Economics and Political Science. He qualified as a chartered accountant in 2000 and has been an ICAEW Fellow since 2012. Previously, Laurence was UK Development Director for Paddy Power from 2012. He has held senior retail and finance roles for Debenhams PLC, Pizza Hut (UK) Limited and Tesco PLC.
Laurence was appointed Non-Executive Director at Tortilla Mexican Grill Plc in 2021.
Melanie joined the Group as Talent Director in October 2012.
Melanie has over 20 years of HR experience across the leisure and hospitality sectors.
Starting her career in retail operations before moving into HR, Melanie has held HR roles at Pizza Express, Holmes Place Health Clubs and Pizza Hut UK; as well as obtaining a post graduate diploma in Personnel and Development.
Most recently, she headed the People function at Zizzi Restaurants, part of the Gondola group.
Nick joined the Group as Senior Independent Non-Executive Director in June 2016.
Nick has extensive experience at board level, including non-executive roles at Guardian Media Group plc (2007–2017) where he was also the Senior Independent Director, All3Media (2011–2014) and Marston's PLC (2012–2018), and has chaired the Audit Committees of each of those businesses. He is currently Chairman at the Giggling Squid Restaurant Group, the Senior Independent Director at Loungers plc and a Non-Executive Director and Chair of the Audit Committee at Hyve Group plc. In his executive career, Nick was the Deputy Chief Executive Officer of the David Lloyd Leisure Group and was previously Group Finance Director of NCP, Chief Financial Officer of the Laurel Pub Company and CFO of Freeserve PLC. Prior to that, he was a Board Director of Baring Brothers International. Nick is a Fellow of the ICAEW and has an MA in economics from Cambridge University.
Committee membership
Ivan joined the Group as an Independent Non-Executive Director in October 2017.
Ivan has extensive experience in the leisure sector in the UK and across Continental Europe. He held a number of senior roles for Yum Brands Inc. over 15 years, notably as Managing Director of KFC France and Western Europe and more recently as CEO of itsu. Prior to this, he held roles at Unilever and LEK Consulting. Ivan runs his own executive coaching and leadership development business and is also Non-Executive Director of Thunderbird Fried Chicken Limited. Ivan holds a BSc in economics with econometrics from the University of Bath and an MBA from INSEAD and is a graduate of the Meyler Campbell Business Coaching Programme.
Committee membership
Julia joined the Group as an Independent Non-Executive Director in September 2022.
Julia has more than 30 years' experience encompassing executive and non-executive roles in advertising, media and the technology sectors in the UK and globally. She has held Executive Director roles in a number of businesses including IPC Magazines, Getty Images and ITV plc. Most recently, Julia was Director of Consumer Revenues at Guardian News & Media where she developed and delivered its subscriptions and customer data strategies as well as a major subscriptions technology project. Julia is a Non-Executive Director and Chair of the Remuneration Committee at Safestyle Plc. Previously she has been Non-Executive Director of Freeview (the UK's largest free to air digital TV platform) and Origin Housing. She holds an MBA from London Business School.
Audit Committee Nomination Committee Renumeration Committee Chair Member A R N
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