AGM Information • Oct 4, 2010
AGM Information
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If you have sold or transferred all of your ordinary shares in Wilmington Group plc, please send this document, together with the accompanying form of proxy, immediately to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(registered in England and Wales with registered no 3015847)
Notice of the Annual General Meeting of the Company to be held at the offices of Numis Securities Limited, 10 Paternoster Square, London EC4M 7LT on 10 November 2010 at 9.30 am is set out on pages 5 to 8 of this document. A form of proxy for use at the Meeting is enclosed with this document. Shareholders are requested to complete and return forms of proxy as soon as possible to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6ZL and, in any event, so as to be received no later than 48 hours before the time fixed for the Meeting, whether or not they propose to be present at the Meeting.
(registered in England and Wales with registered no 3015847)
Directors
David L Summers (Non-Executive Chairman) Charles J Brady (Chief Executive) R Basil Brookes (Finance Director) Mark Asplin (Non-Executive Director) Terry Garthwaite (Non-Executive Director)
Registered Office
19-21 Christopher Street London EC2A 2BS
04 October 2010
The following definitions apply throughout this document (other than the notice of the Annual General Meeting set out on pages 5 to 8 of this document) unless the context requires otherwise:
"1985 Act" the Companies Act 1985 "2006 Act" the Companies Act 2006 "Company" or "Wilmington" Wilmington Group plc "Directive" EU Shareholders' Rights Directive
"Directors" or "Board" the Directors of the Company whose names are set out on page 2 of this document
"Meeting" the Annual General Meeting of the Company convened for 10 November 2010, notice of which is set out on pages 5 to 8 of this document "Ordinary Shares" ordinary shares of 5p each in the capital of the Company
To holders of Ordinary Shares
Dear Shareholder,
I am writing to give you notice of this year's Annual General Meeting and of details of the resolutions to be proposed at the Meeting.
The notice convening this year's Annual General Meeting for 10 November 2010 at 9.30 am at the offices of Numis Securities Limited, 10 Paternoster Square, London, EC4M 7LT is to be found on pages 5 to 8 of this document and sets out the resolutions to be proposed at the Meeting.
Shareholders should read the contents of this document in conjunction with the Annual Report and Accounts of the Company for the year ended 30 June 2010 accompanying this document.
The following resolutions will be proposed at this year's Annual General Meeting:
Resolutions 1 to 6 comprise the ordinary business of the Meeting and will each be proposed as an ordinary resolution as follows:
If shareholders approve the recommended final dividend proposed by resolution 3, the dividend will be paid on 12 November 2010 to all holders of Ordinary Shares who were on the register of members on 15 October 2010.
Each of Mr Asplin and Mr Summers has a letter of appointment from the Company which may be terminated by the Company on three and six months' notice respectively and by Mr Asplin or Mr Summers with immediate effect by notice in writing to the Company.
Biographical details of Mr Asplin and Mr Summers are set out on page 21 of the accompanying Annual Report and Accounts.
Resolutions 7 to 11 comprise the special business of the Meeting and will be proposed as follows:
Under the provisions of the 2006 Act the Directors may only allot unissued shares (other than pursuant to employee share schemes) if authorised to do so by the Company's articles of association or with the authority of shareholders. Accordingly, resolution 7 will be proposed as an ordinary resolution to give the Directors a general authority, in accordance with section 551 of the 2006 Act, to allot Ordinary Shares up to an aggregate nominal amount of £1,377,261 which currently amounts to 27,545,220 Ordinary Shares and represents approximately 33.33 per cent. of the issued ordinary share capital as at 30 September 2010 (excluding shares held in treasury), such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2011 or the date being 15 months after the date of the passing of this resolution (whichever is the earlier). The authority replaces that which was granted at last year's Annual General Meeting. Other than fulfilling the Company's obligations pursuant to the exercise of options granted under the Company's employee share option schemes and awards granted under the Company's performance share plan, the Directors have no present intention of issuing any part of the unissued ordinary share capital of the Company. The Company currently holds 1,942,000 Ordinary Shares in treasury which represents approximately 2.30 per cent. of the issued ordinary share capital as at 30 September 2010 (excluding shares held in treasury).
Under section 561 of the 2006 Act, equity securities issued for cash must first be offered to existing shareholders in proportion to their existing holdings. At last year's Annual General Meeting, the Directors were empowered to allot equity securities without first being required to offer such securities to existing shareholders strictly in accordance with section 561 of the 2006 Act or otherwise up to a limited number of shares. Resolution 8 will be proposed as a special resolution to authorise the Directors to allot equity securities to replace the power granted at last year's Annual General Meeting for a period expiring at the conclusion of the next Annual General Meeting or 15 months after the passing of the resolution, whichever is the earlier. The power will enable the Directors, at their discretion, to allot shares otherwise than pro rata to existing shareholdings:
The power, if granted, will extend to the sale of any shares in the Company held as treasury shares (see below) in the circumstances described above.
At the Company's Annual General Meeting in 2003, the Company sought authority to buy back some of its shares in the market and indicated at the time that it would seek to renew the authority at successive Annual General Meetings. The authority has been renewed at each successive Annual General Meeting. Accordingly, resolution 9 will be proposed as a special resolution to authorise the Company to purchase up to 8,263,568 Ordinary Shares in the market, representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 30 September 2010 (excluding shares held in treasury), at a price not less than the nominal value of the Ordinary Shares and not more than an amount equal to the higher of (i) 105 per cent. of the average of the closing mid market prices for the Ordinary Shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date of purchase, and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue(s) where the purchase is carried out.
The authority will continue until the conclusion of next year's Annual General Meeting or 15 months after the date of the passing of resolution 9, whichever is the earlier. Options over an aggregate of 1,716,609 Ordinary Shares were outstanding as at 30 September 2010 representing approximately 2.08 per cent. of the Company's issued share capital at that date (excluding shares held in treasury) and which would represent approximately 2.31 per cent. of the Company's issued share capital (excluding shares held in treasury) if the authority granted at last year's Annual General Meeting to buy back 8,261,568 Ordinary Shares were exercised in full (and all of the repurchased shares were cancelled) and approximately 2.31 per cent. of the Company's issued share capital (excluding shares held in treasury) if the proposed authority being sought at this year's Annual General Meeting to buy back 8,263,568 Ordinary Shares was exercised in full.
Resolution 9 will also permit the Company to purchase its own shares to hold as treasury shares. Since 1 December 2003, when the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations") came into force, companies have been able to hold shares acquired by them as treasury shares rather than cancelling them. Pursuant to the Regulations, the treasury shares can subsequently be cancelled, sold for cash or used to satisfy share options granted under employee share option schemes and would therefore provide the Company with additional flexibility in the management of its capital base. As at 30 September 2010, the Company held 1,942,000 Ordinary Shares in treasury representing approximately 2.30 per cent. of the Company's issued share capital (excluding shares held in treasury). The Directors would consider holding as treasury shares any shares which the Company purchases pursuant to the authority proposed to be granted by resolution 9. In relation to any repurchased shares held in treasury however, unless such shares are subsequently cancelled, earnings per share will only be increased on a temporary basis until such time as the shares are subsequently sold out of treasury. The resolution complies with the current guidelines issued by the investor protection committees and the Directors will have regard to any guidelines issued by the investor protection committees which may be published at the time of any such purchase, holding or resale of treasury shares.
Resolution 10 will also be proposed as a special resolution to adopt new articles of association (the "New Articles") which reflect the implementation of the 2006 Act [and amendments to the Uncertificated Securities Regulations 2001] which came into effect in October 2009. A summary of the main changes between the Company's existing articles of association (the "Existing Articles") and the New Articles is set out in Appendix I of this document. Changes of a minor or technical nature are not summarised in Appendix I but a marked up copy of the New Articles incorporating all proposed changes to the Existing Articles will be available for inspection at the Company's registered office and the offices of the Company's solicitors, Lawrence Graham LLP, 4 More London Riverside, London, SE1 2AU during normal business hours on any weekday (Saturday excepted) from the date of this document until the close of the Annual General Meeting, and at the place of the Annual General Meeting for at least 15 minutes prior to and during the Meeting.
Resolution 11, to be proposed as a special resolution, is required to reflect the implementation in August 2009 of the Directive. The regulation implementing the Directive increased the notice period for general meetings of the Company to 21 days. Prior to the Directive's implementation, the Company was able to call general meetings (other than an AGM) on 14 days' notice and would like to preserve this ability. In order to be able to do so, shareholders must approve the calling of meetings on 14 days' notice and this resolution seeks such approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 days' notice.
The Board confirms it will only use the shorter notice period in limited circumstances for time-sensitive matters where its use would be in the interests of shareholders as a whole. It will not be used for non-urgent business, particularly if this is of a complex or potentially contentious nature. The Board also confirms that electronic voting will be made available to all shareholders for that meeting.
You will find enclosed with this document a form of proxy for use at the Meeting. Whether or not you intend to be present at the Meeting, you are requested to complete and return the form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6ZL, in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received no later than 48 hours before the time fixed for the Meeting.
Completion and return of the form of proxy will not however prevent you from attending the Meeting and voting in person if you should wish to do so.
The Directors unanimously recommend you to vote in favour of Resolutions 1 to 11 (inclusive) to be proposed at the Meeting, as they intend to do in respect of their own beneficial shareholdings, and consider that they are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole.
Yours faithfully,
David L Summers Chairman
The provisions regulating the operations of the Company are currently set out in the Company's memorandum of association and the Existing Articles. The Company's memorandum of association contains, amongst other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake.
The 2006 Act reduces the constitutional significance of a company's memorandum of association. The memorandum of association will now only record the names of subscribers and the number of shares each subscriber has agreed to take in the Company. The objects clause and all other provisions which are currently contained in the Company's memorandum of association will be deemed to be contained in the Company's articles of association.
Provisions in the Existing Articles which replicate provisions contained in the 2006 Act are in the main to be amended or removed to bring them into line with the 2006 Act. The main changes made to reflect this are summarised below.
The New Articles empower the Directors to change the Company's name notwithstanding any provision of the 2006 Act requiring a special resolution.
The 2006 Act has abolished the requirement for an authorised share capital. The New Articles reflect this by having no reference to an authorised share capital. Authority to allot shares continues to be required and as such Directors will be limited as to the number of shares they can allot at any time.
The New Articles will allow the Directors to determine the terms and manner and redemption of any new preference shares allotted.
The 2006 Act removes any requirement to have specific enabling provisions in a company's articles relating to the purchase of its own shares, the consolidation and sub-division of shares or the reduction in share capital. Only shareholder approval is now required. Accordingly, the relevant authorisation has been removed in the New Articles.
Under the 1985 Act, a company required authority in its articles to have an official seal for use abroad. Under the 2006 Act, such authority will no longer be required. Accordingly, the relevant authorisation has been removed in the New Articles.
The 2006 Act removes the right of Directors to suspend the registration of transfers of shares. The provision authorising the Directors to suspend registration of share transfers has been removed in the New Articles.
To accord with the Directive, which became effective in August 2009, the New Articles will provide that general meetings may be held on notice of 14 days in the event that an annual resolution to that effect has been passed and all shareholders may vote or attend meetings electronically. Also in accordance with the Directive, reference to a voting record date has been included in the New Articles. By virtue of the Directive 10 days' notice will be required for an adjourned meeting, increased from 7 days as is the current notice period. The New Articles are amended to reflect this.
The Directive has amended the 2006 Act so that it now provides that each proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution. The New Articles have been amended to reflect these changes.
The Directive has also amended the 2006 Act in order to enable multiple representatives appointed by the same corporate member to vote in different ways on a show of hands and on a poll. The New Articles contain provisions which reflect these amendments.
The New Articles remove the provision giving the chairman a casting vote at a meeting of shareholders in the event of an equality of votes as this is no longer permitted under the 2006 Act.
The New Articles update the provisions of the Existing Articles that specify the circumstances in which a director must vacate office to treat physical illness in the same manner as mental illness.
The opportunity has been taken to bring clearer language in the New Articles and in some cases to make the New Articles consistent with the Uncertificated Securities Regulation 2001.
(registered in England and Wales with registered no 3015847)
Notice is hereby given that the fifteenth Annual General Meeting of the Company will be held at the offices of Numis Securities Limited, 10 Paternoster Square, London EC4M 7LT on 10 November 2010 at 9.30 am for the purpose of considering and, if thought fit, passing the following resolutions (which will be proposed, in the case of resolutions 1 to 7 (inclusive), as ordinary resolutions and, in the case of resolutions 8 to 11 (inclusive), as special resolutions):
That the Directors be and they are hereby generally and unconditionally authorised (in substitution for any existing such authority, to the extent unused) in accordance with section 551 of the Companies Act 2006 (the "2006 Act") to exercise all powers of the Company to allot relevant securities (as defined below) up to an aggregate nominal amount of £1,377,261 (representing approximately 33.33 per cent. of the issued share capital of the Company as at 30 September 2010), provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2011 or the date being 15 months after the date of the passing of this Resolution (whichever is the earlier), save that the Company may before such expiry make an offer or an agreement which would or might require relevant securities (as so defined) to be allotted after such authority expires and the Directors may allot relevant securities (as so defined) in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
For the purposes of this resolution, "relevant securities" means:
• shares in the Company other than shares allotted pursuant to:
References to the allotment of relevant securities in this resolution include the grant of such rights.
That, subject to the passing of Resolution 7 above, the Directors be given the general power (in substitution for any existing such power to the extent unused) to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the authority conferred on the Directors by Resolution 7 above as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or otherwise however; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £206,589 (being approximately 5 per cent. of the issued share capital of the Company as at 30 September 2010)
and such power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2011 or the date being 15 months after the date of the passing of this Resolution (whichever is the earlier), save that the Company may before such expiry make an offer or an agreement which would or might require equity securities to be allotted after such power expires and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2) (b) of the 2006 Act as if in the introductory wording to this Resolution 8 the words "pursuant to the authority conferred on the Directors by Resolution 7 above" were omitted.
That the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares of 5p each in the capital of the Company ("ordinary shares") provided that:
That with immediate effect the articles of association of the Company produced to the Meeting and initialled by the Chairman of the Meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
By Order of the Board
Secretary 4 October 2010
1. Information regarding the Meeting, including the information required by section 311A of the 2006 Act, is available from www.wilmington.co.uk.
shall be entitled to attend and vote at the Meeting.
A company should execute the Form of Proxy under its common seal or otherwise by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Form of Proxy.
6
Registered Office 19-21 Christopher Street London EC2A 2BS
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 Company's agent (ID: RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. 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 Applications Host) from which the Company'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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EuroclearUK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be lodged at 9.30 am on 8 November 2010 in respect of the Meeting. Any such messages received before such time will be deemed to have been received at such time.
8. In order to revoke a proxy instruction you will need to inform the company. Please send a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6ZL. In the case of a member which is a company, the revocation notice must be executed under its common seal or by signature on its behalf by an officer or attorney whose power of attorney or other authority should be included with the revocation notice. If you attempt to revoke your proxy appointment but the revocation is received after the time specified in note 6 above then, subject to the paragraph directly below, your proxy will remain valid. If you submit more than one valid proxy appointment in respect of the same ordinary shares, the appointment received last before the latest time for receipt of proxies will take precedence. Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will be automatically terminated.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in the notes to the form of proxy.
10. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
12. As of 30 September 2010, being the latest practicable date before publication of the notice, the total number of shares in issue in the Company is 84,577,679 ordinary shares of £0.05 each. On a vote by a show of hands, every member who (being an individual) is present by a person, by proxy or (being a corporation) is present by a duly authorised representative, not being himself a member, shall have one vote. On a poll every member who is present in person or by proxy shall have one vote for every ordinary share held by him.
You may not use any electronic address provided either:
• in this notice of meeting; or
• any related documents (including the Form of Proxy for this Meeting) to communicate with the Company for any purposes other than those expressly stated.
14. Pursuant to Chapter 5 of Part 16 of the 2006 Act (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 15 below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Meeting relating to the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that these are to be laid before the Meeting.
Where the Company is required to publish such a statement on its website:
Such request must be in accordance with one of the following ways:
15. In order to be able to exercise the members' right to require the Company to publish audit concerns, the relevant request must be made by:
For information on voting rights, including the total number of voting rights, see note 12 above and the website referred to in note 1.
16. Copies of the service agreements of the Executive Directors and letters of appointment of the Non-Executive Directors will be available for inspection at 19-21 Christopher Street, London, EC2A 2BS from 4 October 2010 until the time of the Meeting and at the Meeting venue itself for at least 15 minutes prior to the Meeting until the end of the Meeting.
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