AGM Information • May 27, 2011
AGM Information
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Renold plc
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your stockbroker, solicitor, accountant or other professional investment adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your holding of Ordinary Shares in Renold plc, please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through or to whom the sale was effected for transmission to the purchaser or transferee.
Notice of the 2011 Annual General Meeting of the Company to be held at Renold House, Styal Road, Wythenshawe, Manchester M22 5WL on Wednesday 20 July 2011 at 11.00 a.m. is set out on pages 6 to 10 inclusive. Whether or not Ordinary Shareholders propose to attend the 2011 Annual General Meeting, Ordinary Shareholders are requested to complete and return the enclosed form of proxy so as to be received by the Company's registrars, Capita Registrars, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 48 hours before the appointed commencement time of the 2011 Annual General Meeting. The return of a form of proxy will not preclude an Ordinary Shareholder from attending and voting at the 2011 Annual General Meeting in person should they subsequently decide to do so.
The following definitions apply throughout this document:
2006 Act means the Companies Act 2006;
2011 Annual General Meeting means the annual general meeting of the Company to be held at Renold House, Styal Road, Wythenshawe, Manchester M22 5WL on Wednesday 20 July 2011 at 11.00 a.m.;
Board means the Board of Directors;
Company means Renold plc (incorporated and registered in England and Wales with number 249688);
Directors means the Directors of the Company and Director means any of them;
Notice of Annual General Meeting means the notice convening the 2011 Annual General Meeting set out on pages 6 to 10 inclusive of this document;
Ordinary Shareholder means a holder of Ordinary Shares;
Ordinary Shares means ordinary shares of 5p each in the capital of the Company;
Preference Shareholders means the holders of 6% cumulative preference stock of £1 each in the capital of the Company; and
Resolutions means the resolutions set out in the Notice of Annual General Meeting, and a reference to a numbered Resolution is to the resolution so numbered in the Notice of Annual General Meeting.
Registered Office: Renold House Styal Road Wythenshawe Manchester M22 5WL
Incorporated and registered in England and Wales with number 249688
27 May 2011
Directors: Matthew Peacock (Chairman) Robert Davies (Chief Executive) Brian Tenner (Finance Director) David Shearer (Senior Independent Director) John Allkins (Non-Executive Director) Ian Griffiths (Non-Executive Director)
Dear Ordinary Shareholder
The 2011 Annual General Meeting is to be held at Renold House, Styal Road, Wythenshawe, Manchester M22 5WL on Wednesday 20 July 2011 at 11.00 a.m. The formal Notice of Annual General Meeting is set out on pages 6 to 10 inclusive of this document.
The purpose of this letter is to explain certain elements of the business to be considered at the 2011 Annual General Meeting.
Resolutions 1 to 7 will be proposed as ordinary resolutions and Resolutions 8 to 11 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.
The ordinary business to be proposed at the 2011 Annual General Meeting is set out in Resolutions 1 to 6 inclusive.
Brian Tenner was appointed as a Director on 27 September 2011. Under article 107 of the Company's articles of association, Brian Tenner is required to stand for election at the next annual general meeting of the Company following his appointment and as such puts himself forward for election by the Ordinary Shareholders, with the recommendation of the Board.
In addition to Brian Tenner's election, under the Company's articles of association, up to one third of the Directors are obliged to retire by rotation at each annual general meeting of the Company and be eligible for re-election. Therefore, in compliance with article 103 of the Company's articles of association, Robert Davies, who has, at the date of the 2011 Annual General Meeting, been one of the Directors that has been longest in office since his last re-election, will retire at the 2011 Annual General Meeting and put himself forward for re-election by the Ordinary Shareholders, with the recommendation of the Board.
Brief biographical details of Brian Tenner and Robert Davies can be found in the Annex to this Notice of Annual General Meeting.
In addition to the ordinary business, you will find Resolutions 7 to 11 inclusive, which will be proposed at the 2011 Annual General Meeting as special business. A detailed explanation of Resolutions 7 to 11 follows.
Resolution 7 deals with the Director's authority to allot shares. The Directors are currently authorised to allot relevant securities of the Company but their authorisation ends on the date of 2011 Annual General Meeting. This resolution seeks to renew the Directors' authority to allot shares.
In accordance with guidance issued by the Association of British Insurers, Resolution 7 will, if passed, give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to a maximum nominal amount of £7,311,504.60, representing 146,230,092 Ordinary Shares and approximately 66.6% of the issued ordinary share capital of the Company as at the date of this document. Of this amount, 73,115,046 Ordinary Shares representing approximately 33.3% of the issued ordinary share capital of the Company can only be allotted pursuant to a fully pre-emptive rights issue.
This authority would expire on the earlier of the conclusion of the Company's next annual general meeting and 19 January 2013. The Board has no present intention of exercising the authority and intends to seek its renewal at subsequent annual general meetings of the Company.
As at the date of this document, the Company held no shares in treasury.
Resolution 8 seeks to renew the authority conferred on the Directors at last year's annual general meeting to issue Ordinary Shares for cash without complying with the pre-emption rights in the 2006 Act in certain circumstances.
If approved, Resolution 8 will authorise the Directors to issue shares in connection with a rights issue or other similar issue and otherwise to issue shares for cash up to a maximum nominal amount of £548,911.75, which includes the sale on a non pre-emptive basis of any shares the Company may hold in treasury for cash. The maximum nominal amount of equity securities to which this authority relates represents approximately 5% of the issued ordinary share capital of the Company as at the date of this document. If granted, this authority would expire on the earlier of the conclusion of the Company's next annual general meeting and 19 January 2013. The Directors have no present intention of exercising this authority.
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. The Principles provide that companies should not issue shares for cash representing more than 7.5% of the company's issued share capital in any rolling three year period, other than to existing shareholders, without prior consultation with shareholders.
Resolution 9 seeks shareholders' authority for the Company to make market purchases of its own Ordinary Shares. The Directors have no present intention of exercising this authority, but would wish to have the flexibility to do so in the future. Purchases of own Ordinary Shares would only be made through the London Stock Exchange. Any Ordinary Shares purchased would be cancelled (in which case the number of Ordinary Shares in issue would thereby be reduced) or held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time.
As stated above, the Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares but will keep the matter under review and will only exercise the authority to make purchases of Ordinary Shares granted by Resolution 9 if they believe that to do so would result in an improvement in earnings per share and/or is in the best interests of the shareholders generally. The maximum number of Ordinary Shares which may be purchased is 21,956,470 representing approximately 10% of the issued Ordinary Shares as at the date of this document. The authority would expire on the earlier of the conclusion of the Company's next annual general meeting and 19 January 2013. The minimum price that could be paid for an Ordinary Share would be the nominal value of such Ordinary Share and the maximum price would be the maximum price permitted by the Financial Services Authority's Listing Rules or in case of a tender offer, 5% above the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the terms of the tender offer are announced, in each case excluding expenses.
As at the date of this document, options over a total of 7,264,984 Ordinary Shares and warrants over a total of 3,500,000 Ordinary Shares were outstanding and not exercised. That number of Ordinary Shares represents approximately 4.90% of the Company's issued ordinary share capital as at the same date. It would represent approximately 5.45% of the issued ordinary share capital if the authority to purchase the Company's own Ordinary Shares conferred by Resolution 9 had been exercised in full at that date and the shares so purchased had been cancelled.
Resolution 10 seeks to renew an authority granted at the Company's last annual general meeting to allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice. Changes made to the 2006 Act by the Companies (Shareholder Rights) Regulations 2009 increases the notice period for general meetings to 21 days. The Company's articles of association permit the Company to call general meetings (other than an annual general meeting) on 14 clear days notice. In order to be able to preserve this ability, shareholders must have approved the calling of meetings on 14 days' notice. Resolution 10 seeks such approval. The approval will be effective until the next annual general meeting of the Company, 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 Companies (Shareholder Rights) Regulations 2009 before it can call a general meeting on 14 days' notice.
Under the 2006 Act, political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to decide, as the 2006 Act is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling political duties and support for bodies representing the business community in policy review or reform, may fall within these terms.
Therefore, notwithstanding that it is the policy of the Company not to make political donations or incur political expenditure and the Company has no present intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the authority granted by Resolution 11 will allow the Company to continue to support the community and put forward its views to wider business and Government interests without running the risk of being in breach of the law. As permitted under the 2006 Act, Resolution 11 covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company.
A reply-paid form of proxy for use at the 2011 Annual General Meeting is enclosed. Whether or not you are able to attend the 2011 Annual General Meeting, you are advised to complete, sign, date and return the form of proxy in accordance with the instructions printed on it so as to arrive at the offices of the Company's registrars, Capita Registrars, at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but, in any event, no later than 48 hours before the appointed commencement time of the 2011 Annual General Meeting.
The Board considers that the passing of Resolutions 1 to 11 inclusive is likely to promote the success of the Company and is in the best interests of the Company and of its shareholders as a whole and the Board unanimously recommends that you vote in favour of them, as each of the Directors intends to do in respect of his own beneficial holdings of Ordinary Shares, being approximately 11.63% in aggregate of the Ordinary Shares in issue as at the date of this document.
Yours faithfully
Matthew Peacock Chairman
Notice is hereby given that the 2011 Annual General Meeting of Renold plc will be held at 11.00 a.m. on Wednesday 20 July 2011 at Renold House, Styal Road, Wythenshawe, Manchester M22 5WL to consider and, if thought fit, pass the following resolutions.
You will be asked to consider and vote on the Resolutions below. Resolutions 1 to 7 inclusive will be proposed as ordinary resolutions and Resolutions 8 to 11 inclusive will be proposed as special resolutions.
d. all authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.
and shall expire when the authority conferred on the Directors by Resolution 7 in this notice of meeting expires save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.
(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this Resolution 11 and ending on the earlier of the conclusion of the Company's next annual general meeting and 19 January 2013, provided that the authorised sum referred to in paragraphs (a), (b) and (c) of this Resolution 11, may be comprised of one or more amounts in different currencies which, for the purpose of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution 11 shall not exceed £150,000.
By order of the Board
Company Secretary Renold plc Registered office: Renold House Styal Road Wythenshawe Manchester M22 5WL (Registered in England and Wales with number 249688)
Dated 27 May 2011
In either case, the revocation notice must be received by Capita Registrars no later than 11.00 a.m. on Monday 18 July 2011 (or in the case of an adjournment, by the time 48 hours before the time appointed for the adjourned meeting).
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the 2011 Annual General Meeting and voting in person. If you have appointed a proxy and attend the 2011 Annual General Meeting in person, your proxy appointment will automatically be terminated.
Brian, aged 42, joined the Group in September 2010 as Finance Director. Until 31 August 2010, he was Group Finance Director and a member of the Board of Scapa Group plc. Prior to this, he was Group Finance Director for the former British Nuclear Group. Brian held various Finance Director posts within National Grid and his first industry role was as Head of Investor Relations of the Lattice Group plc. His early career was spent with PricewaterhouseCoopers where he qualified as a chartered accountant and he completed several extended international assignments and a wide range of consulting and corporate finance projects.
Robert, aged 57, joined the Group in March 2004 and was appointed Chief Executive in April 2004. He is a member of the Institution of Engineering and Technology and a Non-Executive Director of Economic Solutions Limited. His previous experience includes his role as Chief Executive of GE Druck Holdings Limited, formerly known as Druck Holdings plc. Prior to that, he held a number of leadership roles at TRW, Lucas and General Electric, including several years spent in the US.
Renold House Styal Road Wythenshawe Manchester M22 5WL Telephone: +44 (0)161 498 4500 Fax: +44 (0)161 437 7782
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