Pre-Annual General Meeting Information • Apr 17, 2023
Pre-Annual General Meeting Information
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(registered in England and Wales under company number 00177991)
The Great Room, 25 Southampton Buildings, London, WC2A 1AL
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in 4imprint Group plc, please pass this notice of the 2023 Annual General Meeting together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
Dear Shareholder,
I am pleased to be writing to you with details of the Annual General Meeting ("AGM") of 4imprint Group plc (the "Company") which will be held at The Great Room, 25 Southampton Buildings, London, WC2A 1AL on Wednesday 24 May 2023 at 11.00 a.m. Formal notice of the AGM is set out on pages 4 and 5 of this document, explanatory notes to the Resolutions on pages 6 to 9 and Shareholder notes on pages 10 to 12.
We are planning to hold the AGM in person this year. Any changes to the AGM arrangements will be communicated to Shareholders before the meeting through our website https://investors.4imprint.com and, where appropriate, by way of a RNS announcement.
The Company will not permit behaviour that may interfere with another person's security, safety or the good order of the AGM. Any such behaviour will be dealt with appropriately by the Chairman. Please ensure that all electronic equipment (including mobile phones) is switched off throughout the AGM.
Even for those Shareholders who are intending to attend the AGM in person, we strongly recommend that all Shareholders complete and submit a proxy form in accordance with the instructions set out in the Shareholder Notes. Shareholders are encouraged to appoint me, as the Chairman of the meeting, as a proxy to ensure their vote will be counted.
You will not receive a hard copy form of proxy for the 2023 AGM in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your account, or register if you have not previously done so. To register you will need your Investor Code, which is detailed on your share certificate or available from our Registrar, Link Group.
Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you so wish. Proxy votes must be received no later than 11.00 a.m. on Monday 22 May 2023.
If you need help with voting online or are unable to vote online and require a hard copy Form of Proxy, please contact our Registrar, Link Group, at [email protected] or by phone on Tel: 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Alternatively, you can contact Link via our postal address at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
The AGM is your opportunity to ask the Board questions about the Company. As this is a Shareholders' meeting, we ask you to please restrict any questions to Shareholder matters. You can submit any questions you may have in advance of the AGM via email at [email protected] or by post to the Company Secretary, at 4imprint, 5 Ball Green, Cobra Court, Trafford Park, Manchester, M32 0QT by 11.00 a.m. on Monday 22 May 2023. We will publish the answers to your questions on our website as soon as practicable and, wherever possible, prior to the deadline for the return of proxy votes at the AGM (or, where that is not possible, after the AGM). There will also be an opportunity for Shareholders to raise questions on Shareholder matters at the AGM itself.
Shareholders are being asked to receive the accounts for the period ended 31 December 2022, together with the report of the Directors and the auditor's report thereon.
Shareholders are also being asked to approve the Directors' Remuneration Report (other than the part containing the summary of the Directors' Remuneration Policy) as set out on pages 73 to 86 of the Company's Annual Report and Accounts for the year ended 31 December 2022.
Shareholders are being asked to approve a final dividend of 120.00 cents (99.23 pence) per ordinary share for the period ended 31 December 2022. If Shareholders approve the recommended final dividend, this will be paid on 1 June 2023 to all holders of ordinary shares who were on the register of members on 5 May 2023.
In recognition of the Company's strong performance and balance sheet position, Shareholders are being asked to approve a special dividend of 200.00 cents (165.38 pence) per ordinary share for the period ended 31 December 2022. If Shareholders approve the recommended special dividend, this will be paid on the same basis as the final dividend.
Each of Lindsay Claire Beardsell, Charles John Brady, John Michael Gibney, Kevin Lyons-Tarr, Paul Stephen Moody, Jaz Rabadia Patel, David John Emmott Seekings and Christina Dawn Southall will retire and offer themselves for re-election as a Director. Shareholders are being asked to approve each of their re-elections. Biographical details concerning each of the proposed candidates for re-election can be found on pages 6 and 7.
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be re-elected.
Shareholders are being asked to approve the re-appointment of Ernst & Young LLP as auditor to the Company until the conclusion of the next general meeting at which accounts are laid, and to authorise the Directors to determine the auditor's remuneration.
Shareholders are being asked to authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 (the "Act") and to disapply pre-emption rights in respect of some of those shares.
Shareholders are being asked to authorise the Company to purchase its own shares in accordance with section 701 of the Act.
Shareholders are being asked to authorise general meetings (other than an annual general meeting) being called on not less than 14 clear days' notice.
Explanatory notes on business to be considered at this year's AGM appear on pages 6 to 9 of this document.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
PAUL MOODY CHAIRMAN 17 April 2023
Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London, WC2A 1AL
NOTICE IS HEREBY GIVEN THAT the 2023 Annual General Meeting of 4imprint Group plc will be held at The Great Room, 25 Southampton Buildings, London, WC2A 1AL on Wednesday 24 May 2023 at 11.00 a.m.
Shareholders will be asked to consider, and if thought fit to pass, the resolutions below. Resolutions 16, 17 and 18 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
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;
(B) in the case of authority granted under resolution 15 and/or in the case of any sale of any 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 £1,080,212; and
(C) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such power to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 24 August 2024) 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.
in each case, exclusive of expenses;
such authority to expire at the end of next year's Annual General Meeting (or, if earlier, 24 August 2024). However, the Company may enter into a contract or contracts to purchase ordinary shares which will or may be completed or executed fully or partly after this authority expires and the Company may purchase ordinary shares pursuant to any such contract or contracts as if the power had not expired.
By order of the Board
COMPANY SECRETARY 17 April 2023
Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London, WC2A 1AL
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Resolutions 16, 17 and 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Under section 437 of the Act, the Directors are required to present the Company's Annual Report and Accounts for the period ended 31 December 2022 to a general meeting, together with the Directors' reports and the Auditor's report on those accounts.
The Company is required to ask Shareholders to vote on the Remuneration Report contained in the Annual Report and Accounts for the period ended 31 December 2022. This excludes the portion of the Remuneration Report relating to the Remuneration Policy. This vote is advisory.
The Directors seek Shareholder approval of a final dividend of 120.00 cents (99.23 pence) per ordinary share payable (gross of any applicable tax) on 1 June 2023 to Shareholders on the register of members at the close of business on 5 May 2023. The ISIN for the ordinary shares of 4imprint Group plc is GB0006640972.
In recognition of the Company's strong performance, the Directors seek Shareholder approval of a special dividend of 200.00 cents (165.38 pence) per ordinary share payable (gross of any applicable tax) on 1 June 2023 to Shareholders on the register of members at the close of business on 5 May 2023. The ISIN for the ordinary shares of 4imprint Group plc is GB0006640972.
In accordance with the Code, the Board believes that it is of a size appropriate to the needs of the business and that it has the appropriate balance of skills, experience, independence and knowledge to enable it and its Committees to discharge their duties and responsibilities effectively. In accordance with the Code, all Directors are standing for re-election at the AGM this year.
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be re-elected.
Full biographical details of each Director are set out below.
L.C. Beardsell: Independent Non-Executive Director: Appointed as Non-Executive Director in September 2021
Lindsay is currently Executive Vice President and General Counsel at Tate & Lyle plc, the global supplier of food and beverage ingredients, which she joined in 2018. In addition to her extensive legal and governance background, Lindsay brings a breadth of commercial experience, both in the UK and internationally, having previously worked as General Counsel at Ladbrokes Coral plc, SuperGroup plc and Gazprom Energy Group. She is a graduate of European Law from the University of Warwick.
Charles is a solicitor and was the founder and Managing Director of Central Law Training Limited which, during his leadership between 1987 and 2002, became the largest provider of post-qualification legal training in the UK. Wilmington plc, a company listed on the London Stock Exchange, acquired Central Law Training in 1999. Charles remained with the business becoming Chief Executive of Wilmington plc in 2002, a post which he held until 2014. Charles has also served as a Non-Executive Director of both Hatton Blue Limited, a start-up IT company, and the PPA (Professional Publishers Association).
06
John currently serves as a Non-Executive Director and Chair of the Audit Committee at C&C Group plc. John is a chartered accountant who has extensive public company experience, having served for 17 years as Chief Financial Officer of Britvic plc, a leading European soft drinks business, where he was responsible for finance, legal, estates, risk management, quality, safety and environment and procurement. Prior to joining Britvic John was Senior Corporate Finance & Planning Manager for Bass plc, and prior to that role, Finance Director and subsequently Deputy Managing Director of Gala Clubs. John has previously been a Non-Executive Director and Chair of the Audit Committee at PureCircle PLC and Dairy Crest PLC.
Based in Oshkosh, Wisconsin, Kevin has been with the business since 1991, serving in several capacities, including Chief Information Officer and Chief Operating Officer. He was appointed President of the Direct Marketing business in 2004 and has led its substantial growth since then.
Paul currently serves on the Board of Card Factory plc as Non-Executive Chairman. He was previously Non-Executive Chairman of Johnson Service Group plc and a Non-Executive Director of Pets at Home Group plc. Paul has extensive public company experience spending 17 years at Britvic plc, including the last eight years as Chief Executive. Prior to that, he held a number of senior appointments in sales and HR, with companies including Grand Metropolitan plc and Mars.
Jaz is a Chartered Energy Manager with over 15 years of experience in energy, recycling and sustainability roles. She is currently Head of Responsible Business and Sustainability at Just Eat Takeaway.com, an online food order and delivery service, which she joined in December 2021. Prior to this she was Director of Energy, Sustainability and Social Impact at WeWork and she has also held senior positions at Starbucks Coffee Company and Sainsbury's Supermarkets Ltd. In 2015 Jaz was awarded an MBE for services to sustainability in the energy management sector and promoting diversity amongst young people in the STEM sectors.
David is a chartered accountant, having trained and qualified with KPMG. David has been with the 4imprint Group since 1996, initially as Group Financial Controller, moving to the USA in 2000 to become Chief Financial Officer of 4imprint Direct Marketing, based in Oshkosh, Wisconsin.
Tina is the Chair of the Bally's Foundation in the UK and the former Executive Vice President - People for Bally Interactive, a NYSE listed company operating some of the world's biggest casinos, igaming and sports media sites. Prior to this, Tina held executive sales and marketing roles at Vodafone Group Plc, culminating in her appointment as Regional Director, Northern Europe for Vodafone Global Enterprise, and she served as a long-standing Trustee of The Vodafone Foundation. Prior to joining Vodafone, Tina held senior positions at Avis Europe and at the RAC.
Under section 489 of the Act, the Company is required to appoint an auditor at each general meeting at which accounts are laid before Shareholders. This resolution proposes the re-appointment of Ernst & Young LLP as auditor of the Company for the year ending 30 December 2023.
Section 492 of the Act requires the auditor's remuneration to be fixed by the Company's Shareholders by ordinary resolution or in such manner as the Company's Shareholders may by ordinary resolution determine. This resolution proposes that the Directors be authorised to determine the remuneration of the auditor. In practice, and in line with the Code and the Competition and Markets Authority's Order on statutory audit services, the Audit Committee will consider and approve the audit fees on behalf of the Board. Details of the remuneration paid to the Company's auditor for 2022 and details of how the Audit Committee monitors the effectiveness and independence of the auditor can be found in the Company's Annual Report and Accounts for the period ended 31 December 2022.
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 £3,600,708 (representing 9,361,843 ordinary shares of 386/13p each). This amount represents approximately, but not more than, one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 14 April 2023, the latest practicable date prior to publication of this Notice.
The authority sought under this resolution will expire at the earlier of 24 August 2024 and the conclusion of the Annual General Meeting of the Company held in 2024.
The Directors have no present intention to exercise the authorities sought under this resolution or to allot shares other than pursuant to the Company's employee share schemes. However, the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to be able to act on short notice in appropriate circumstances should it be in the best interests of the Company to do so.
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
Resolution 16 will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour.
Under section 561 of the Act, save in respect of the allotment of bonus shares or shares allotted pursuant to an employees' share scheme, any shares allotted (or, in the case of any shares held in treasury, sold) wholly for cash must be offered to existing shareholders in proportion to their holdings (a right of pre-emption), but this requirement may be modified by the authority of a special resolution of the shareholders in general meeting. Resolution 16 would give the Board the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings.
The power set out in resolution 16 would be limited to:
In respect of the authority sought under resolution 16, the Directors acknowledge the provisions of the Pre-Emption Group's most recent Statement of Principles published in November 2022 (the "Pre-Emption Group's Principles") and confirms that they will follow the general principles set out therein (including as to any "follow on" offers). The Directors have decided to adopt the provisions of the Pre-Emption Group's Principles in relation to the increased maximum of the disapplication of pre-emption rights for the allotment of shares on an unrestricted basis, of up to 10% of the Company's issued share capital. The Directors consider it to desirable to have this flexibility, as permitted by corporate governance guidelines, to be able to allot shares otherwise than on a pre-emptive basis in appropriate circumstances should it be in the best interests of the Company to do so. In line with previous years, the Directors have decided not to adopt the provisions of the Pre-Emption Group's Principles in relation to the disapplication of pre-emption rights for the allotment of shares in connection with the financing of an acquisition or specified capital investment in certain circumstances, as the Directors believe that resolution 16, as proposed, provides sufficient flexibility to the Company at this time.
The Directors have no present intention to exercise the powers sought by resolution 16. If the powers are used in relation to a non-pre-emptive offer, the Directors confirm their intention to have regard to the provisions of the Preemption Group's Statement of Principles issued in November 2022.
The authority will expire at the earlier of 24 August 2024 and the conclusion of the Annual General Meeting of the Company held in 2024.
Shareholder approval is required for a company to purchase its own shares on market under section 701 of the Act. Resolution 17, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, seeks authority for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares), renewing the authority granted by the Shareholders at previous annual general meetings.
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. The Directors will exercise this authority only when to do so would be in the best interests of the Company, and of its Shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.
Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share is 386/13p, its nominal value. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
The Company had options outstanding over 121,080 ordinary shares, 0.43% of the Company's ordinary issued share capital as at 31 December 2022.
If the existing authority given at the 2022 Annual General Meeting and the authority now being sought by resolution 17 were to be fully used, the options outstanding would represent 0.53% of the Company's ordinary issued share capital.
The authority will expire at the earlier of 24 August 2024 and the conclusion of the Annual General Meeting of the Company held in 2024.
Resolution 18, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, renews the authority that was given at our last AGM. The notice period required by the Act, under section 307A for general meetings of the Company, is 21 clear days unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice. The authority granted by this resolution, if passed, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.
The flexibility offered by this resolution will only be used where, taking into account the circumstances, the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and Shareholders as a whole.
4imprint Group plc 25 Southampton Buildings London WC2A 1AL Telephone +44 (0)20 3709 9680 Email [email protected]
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