AGM Information • Aug 31, 2011
AGM Information
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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 consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your Shares, please send this document, together with the accompanying documents, at once to the Purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Incorporated in England and Wales with registered number 04677092)
Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrars by no later than 10.30am on Tuesday 4 October 2011. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.
(Incorporated in England and Wales with registered number 04677092)
Jonathan Davie (Chairman) Timothy Howkins (Chief Executive Officer) David Currie Peter Hetherington Christopher Hill Stephen Hill Martin Jackson Andrew MacKay Nat le Roux Roger Yates
Registered Office: Cannon Bridge House 25 Dowgate Hill London EC4R 2YA
31 August 2011
Dear Shareholder
I am writing to inform you that the Annual General Meeting ("AGM") of the Company will be held at the offices of Financial Dynamics, located at Holborn Gate, 26 Southampton Buildings, London WC2A 1PB, on Thursday 6 October 2011 at 10:30am. The formal notice of the AGM and the resolutions to be proposed are set out on pages 6 to 8 of this document.
The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 16 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 17 to 19 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.
The Directors present to the Shareholders at the AGM the annual report and accounts for the year ended 31 May 2011, together with the Directors' and Auditors' reports on the annual report and accounts.
Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2011. The Directors' Remuneration Report is set out in full in the annual report and accounts.
A final dividend of 14.75 pence per ordinary share is recommended by the directors for payment to Shareholders on the register of members at the close of business on 9 September 2011. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 11 October 2011.
In accordance with the requirement in the articles of association of the Company that a director appointed by the Board shall retire at the first AGM of the Company following his or her appointment, Christopher Hill, who was appointed to the Board as Chief Financial Officer on 26 April 2011, and Stephen Hill, who was appointed to the Board as an Independent Non-Executive Director on 28 April 2011, will offer themselves for election by Shareholders at the forthcoming AGM.
Biographical details of Christopher Hill and Stephen Hill may be found in the annual report of the Company.
Before joining the Company, Christopher Hill was Chief Financial Officer of Travelex, a group providing cross-border payment and foreign exchange services to corporate and individual clients. Prior to joining Travelex in 2007, Christopher worked at VWR international, a global laboratory supply company, General Electric and at Arthur Andersen. Christopher brings considerable experience of managing international businesses.
Stephen Hill has had an illustrious career including stints as Managing Director of the Financial Times, taking it through some dramatic changes and also as the CEO of Betfair. Stephen is presently a Non-Executive Director and Chairman of the Remuneration Committee at Channel 4. His expertise and experience of managing businesses with heavy reliance on the quality and marketing of their products will add great value to the Board.
The Board is of the view that both Christopher Hill and Stephen Hill provide complimentary skills and experience to the Board and should be elected. They are considered to be effective in their roles, and committed to making available the appropriate time for Board meetings and other duties required.
Under the articles of association of the Company, each director shall retire at the AGM held in the third calendar year following the year in which he was elected or last re-elected; however, in accordance with the recommendations of the new UK Corporate Governance Code, all of the directors will voluntarily submit themselves for re-election by Shareholders at the forthcoming AGM. The Board has considered and agreed that the annual re-election of the directors of the Company will commence this year in advance of the UK Corporate Governance Code formally applying to the Company.
Each director will be offered for re-election by separate resolution, and the biographical details of all of the directors may be found in the annual report of the Company.
Having considered the performance of and contribution made by each of the directors standing for re-election, the Board remains satisfied that each of the relevant directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required.
During the financial year ending 31 May 2011, the Company's audit was put out to a competitive tender process. Upon careful consideration of proposals from three candidate firms, the Audit Committee recommended to the Board the appointment of PricewaterhouseCoopers LLP as the Company's auditor. The Board agreed to this recommendation and effective from 8 December 2010, the Board accepted the resignation of Ernst & Young LLP and the appointment of PricewaterhouseCoopers LLP as the Company's auditor until the conclusion of the Company' forthcoming AGM on 6 October 2011.
The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external auditors, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors for the financial year ending 31 May 2012.
Accordingly, resolution 14 re-appoints PricewaterhouseCoopers LLP as auditors to the Company, and resolution 15 authorises the Audit Committee to determine their remuneration.
The authority given to the directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in general meeting under section 551 Companies Act 2006 (the"2006 Act"). This authority was given at the 2010 AGM, and this resolution seeks to renew that authority. Upon the passing of resolution 16, the directors will have authority to allot new shares and grant rights to subscribe for or convert other securities into, shares up to a maximum nominal value of £6,000 which is approximately 33 per cent. of the total issued share capital, exclusive of treasury shares, as at 31 August 2011, being the latest practicable date before the publication of this Notice. This authority will expire at the conclusion of the next AGM of the Company or 30 November 2012, whichever is earlier. The directors intend to seek to renew such authority at successive AGMs of the Company.
As at 31 August 2011 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
In addition, in accordance with the guidance from the Association of British Insurers ("ABI") on the expectations of institutional investors in relation to the authority of directors to allot shares, upon the passing of resolution 16(ii), the directors will have authority to allot an additional number of ordinary shares up to a maximum of £6,000, which is approximately a further 33 per cent. of the total issued share capital as at 31 August 2011, being the latest practicable date before the publication of this Notice. However, the directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and, to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 30 November 2012, whichever is earlier. The directors intend to seek to renew such authority at successive AGMs of the Company.
As a result, if resolution 16 is passed, the directors could allot shares representing up to two-thirds of the total issued share capital pursuant to a rights issue. There are no current plans to use such an authority. However, if the directors do conduct a rights issue and the number of shares issued exceeds one-third of the total issued share capital and the monetary proceeds from the rights issue exceed one-third of the Company's pre-issue market capitalisation, then, in accordance with the ABI's guidance, the directors will all offer themselves for re-election at the AGM of the Company following the decision to make the rights issue.
Resolution 17 renews the authority provided at the 2010 AGM and would authorise the directors to disapply rights of pre-emption by allowing the directors to allot new shares or sell treasury shares for cash (i) by way of a pre-emptive offer or rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing Shareholders (subject to certain exclusions) and (iii) to persons other than existing Shareholders up to an aggregate nominal value of £900 which is equivalent to approximately 5 per cent. of the total issued share capital of the Company as at 31 August 2011, being the latest practicable date prior to the printing of this Notice, in each case, without the shares first being offered to existing Shareholders in proportion to their existing holdings.
If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2012, whichever is earlier. The directors intend to seek to renew such power at successive AGMs of the Company.
The directors have no current plans to allot shares, except in connection with the Company's employee share schemes.
In accordance with institutional investor guidelines, the directors confirm their intention not to allot shares for cash on a non preemptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of 7.5% of the total issued share capital issued for cash on a non-pre-emptive basis during any rolling three year period without prior consultation with Shareholders.
The Company's articles of association permit the purchase by the Company of its own shares subject to shareholders' prior approval being obtained. This resolution also renews the authority provided at the 2010 AGM and would authorise the Company to purchase up to 36,223,672 ordinary shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2012, whichever is earlier. The directors intend to seek to renew this power at subsequent AGMs of the Company.
The resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent. of the Company's total issued ordinary share capital (excluding treasury shares) as at 31 August 2011, being the latest practicable date before the publication of this Notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules. Any buy-back would only be made on the London Stock Exchange. The Board has no present intention of exercising this power, and the granting of this authority should not be taken to imply that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless it is for the purpose of employee share schemes or it is expected that the effect will be to increase earnings per share, and the Board considers it to be in the best interests of all Shareholders.
The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Shares held as treasury shares will not automatically be cancelled and will be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buy-back, instead of cancelling them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under resolution 17 and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by resolution 18, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
As at 31 August 2011 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
This resolution seeks to renew the approval given by Shareholders at the 2010 AGM and is required to reflect the implementation of the Shareholder Rights Directive (the "Directive"). The regulation implementing this Directive increases the notice period for general meetings of the Company to 21 days (unless certain criteria are met). The articles of association allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice, and the directors would like to preserve this ability notwithstanding that the Directive has been implemented. In order to be able to do so, Shareholders must have approved the calling of meetings on 14 days' notice. Resolution 19 seeks such approval. The approval will be effective until the Company's next AGM, 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 shorter notice period 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.
You will find enclosed a form of proxy for use at the AGM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM. Forms of proxy should be returned so as to be received by Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.
Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
Yours sincerely
Jonathan Davie Chairman
Notice is hereby given that the Annual General Meeting of IG Group Holdings plc (the "Company") will be held at the offices of Financial Dynamics, located at Holborn Gate, 26 Southampton Buildings, London WC2A 1PB, on Thursday 6 October 2011 at 10:30am.
The business of the Annual General Meeting will be to consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
As ordinary business:
That the Directors be and are generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares:
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 30 November 2012, 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 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.
And to consider and, if thought fit, to pass the following as a special resolution:
as if Section 561(1) of the 2006 Act did not apply to any such allotment;
such power to expire at the end of the next annual general meeting or on 30 November 2012, whichever is earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this Resolution:
And to consider and, if thought fit, to pass the following as a special resolution:
And to consider and, if thought fit, to pass the following as a special resolution:
Bridget Messer Company Secretary 31 August 2011
In order to be valid an appointment of proxy must be returned by one of the following methods:
and in each case instructions must be received not less than 48 hours before the time of the meeting. Appointment of a proxy does not preclude a member from attending the meeting and voting in person.
The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by Capita Registrars not less than 48 hours before the time for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Please note that any electronic communication sent to the Company or to Capita Registrars that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Capita Registrars' conditions of use set out on the website, www.capitashareportal.com and may be read by logging on to that site. If you want to make more than one proxy appointment please complete and submit a hard copy proxy form to Capita Registrars at the address set out above, attaching a schedule of appointees and the number of shares they are representing. If you want to appoint more than one proxy electronically please contact Capita Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras). Lines are open 8.30am to 5.30pm Monday to Friday.
If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Capita Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras). Lines are open 8.30am to 5.30pm Monday to Friday, or members may photocopy the form of proxy.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message ("a CREST Proxy Instruction") must be properly authenticated in accordance with CREST Co's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA 10) 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 time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST Co 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 therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) to take 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf ). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
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