AGM Information • Mar 19, 2012
AGM Information
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If you are in any doubt as to the action you should take, you should immediately consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other independent adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Persimmon Plc, you should immediately forward this document and the accompanying Proxy Form to the purchaser or transferee, or to the bank or stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
(Incorporated and registered in England no: 1818486)
Registered Office Persimmon House Fulford York YO19 4FE
19 March 2012
Directors:
Nicholas Wrigley (Chairman) Mike Farley (Group Chief Executive) Mike Killoran (Group Finance Director) Jeff Fairburn (Group Managing Director) David Thompson (Senior Independent Director) Neil Davidson (Non-executive Director) Richard Pennycook (Non-executive Director) Jonathan Davie (Non-executive Director) Mark Preston (Non-executive Director)
Dear Shareholder
You will find enclosed with this letter a notice convening the Annual General Meeting of the Company ('AGM Notice') to be held at 12 noon on Thursday 19 April 2012 at York Racecourse, Knavesmire Road, York YO23 1EX. The ordinary resolutions 1 to 12 relate to the routine business of the Annual General Meeting. Resolutions 13 to 16 relate to special business. The resolutions are summarised and explained below.
The first item on the AGM Notice is to receive and adopt the Directors' and Auditor's Reports and Financial Statements for the year ended 31 December 2011. Resolution 2 is to declare a final dividend of 6.0p per ordinary share, as recommended by the Directors. The dividend will be payable on 15 June 2012 to shareholders on the Register of Members on 11 May 2012.
A Dividend Re-Investment Plan (DRIP) is available, which allows shareholders to increase their shareholding in an easy and convenient way. The DRIP is administered by the Company's registrars, Computershare Investor Services Plc. Details of how to register for the DRIP can be obtained from Computershare at their website www.computershare.com/investors/uk or by telephone on 0870 703 0178.
In Resolution 3 shareholders are being asked to approve the Directors' Remuneration Report for the year ended 31 December 2011. Details of the remuneration policy and full details of the Directors' remuneration during 2011 are disclosed in the Directors' Remuneration Report, which is on pages 41 to 49 of the Annual Report 2011.
Resolutions 4 to 11 concern the retirement and re-election of Directors (in the case of Mark Preston, election for the first time). In accordance with the provisions of the UK Corporate Governance Code all of the Directors will retire at the Annual General Meeting and are offering themselves for re-election (or election), with the exception of David Thompson who has announced his intention to retire at the conclusion of the Annual General Meeting.
The Directors' reasons for supporting each of the Non-executive Directors seeking re-election and for Mark Preston seeking election are set out in the Corporate Governance Statement on page 33 of the Annual Report 2011.
Biographies of each of the Directors may be found on pages 30 and 31 of the Annual Report 2011.
Resolution 12 is for the re-appointment of KPMG Audit Plc as auditor of the Company and to authorise the Directors to determine their remuneration. As set out in the Corporate Governance Statement of the Annual Report 2011, the Audit Committee recommends the re-appointment of KPMG Audit Plc as auditor.
Resolution 13, which will be proposed as an ordinary resolution, is to renew the Directors' authority to allot shares up to an aggregate nominal amount of £10,068,876 representing 33.3% of the issued share capital of the Company as at 9 March 2012 (excluding treasury shares). As at 9 March 2012 there were a total of 222,773 shares held in treasury, representing 0.07% of the issued share capital of the Company (excluding treasury shares). The Directors have not allotted any shares under the authority granted last year and have no present intention of using the authority given to allot further shares, but would prefer to have the flexibility to do so, should the need arise.
Resolution 14, which will be proposed as a special resolution, is to renew the Directors' power to allot shares for cash for up to 5% of the nominal value of the issued share capital of the Company, being in aggregate a nominal amount of £1,512,957 as at 9 March 2012, without first offering such shares to existing shareholders. This authority will also include any sale of treasury shares. It is the intention of the Company that the cumulative usage of the authority granted by this resolution within a rolling three year period shall not exceed 7.5% of the Company's issued share capital without prior consultation with shareholders. This special resolution also enables the Company, in the event of a rights issue or open offer, to overcome certain practical difficulties which may arise in connection with fractional entitlements, or in respect of overseas shareholders as a result of local laws and which prevent shares from being issued on a strict pro rata basis.
These authorities would if granted, expire at the conclusion of the Annual General Meeting held in 2013.
The Directors consider it would be beneficial for the Company to continue to have the power to purchase its own ordinary shares of 10p each ('Ordinary Shares') in certain circumstances. The current authority expires at the conclusion of the 2012 Annual General Meeting. If the authority were to be renewed and exercised, the Company would be able to purchase Ordinary Shares and either cancel them (so reducing the total number of Ordinary Shares in issue) or hold them as treasury shares if the Ordinary Shares were purchased out of distributable profits, subject to certain limitations. Treasury shares themselves may be cancelled, sold for cash or transferred for the purposes of the Company's employee share schemes. All rights attaching to Ordinary Shares, including voting rights and the right to receive dividends, are suspended while they are held in treasury.
Resolution 15, which will be proposed as a special resolution, authorises the Directors to purchase up to a maximum of 30,236,865 Ordinary Shares, being 10% of the issued share capital of the Company (excluding treasury shares) as at 9 March 2012 (being the latest practical date to ascertain the issued share capital of the Company prior to the posting of this letter).
The maximum price per Ordinary Share payable on the exercise of the authority shall not be more than the higher of either 5% above the average middle market quotations for the Ordinary Shares as derived from the London Stock Exchange plc Daily Official List for the five business days prior to making any purchase, or the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.
The minimum price payable shall be 10p per Ordinary Share, being the nominal value of an Ordinary Share. For this purpose, both the maximum and minimum prices permitted are to be paid exclusive of any expenses payable by the Company.
The authority would if granted, expire at the conclusion of the Annual General Meeting held in 2013. It is envisaged that the Directors will continue to seek renewal of the authority annually.
The Directors will only implement purchases of Ordinary Shares if, after careful consideration, they are satisfied that such purchases are in the best interests of the Company and its shareholders generally and would result in an increase in expected earnings per share. If such purchases are made, to the extent the purchased shares are held as treasury shares, any increase in earnings per share might only be temporary, depending on whether the shares in question are cancelled, sold or transferred out of treasury. Furthermore, account will be taken of the overall financial implications for the Company.
As at 9 March 2012 options and awards to acquire Ordinary Shares granted under the Company's employee share schemes were outstanding over a total of 5,493,780 Ordinary Shares, being equivalent to 1.8% of the issued share capital of the Company (excluding treasury shares) at that date. If the Directors were granted this authority to purchase Ordinary Shares and were to use it in full and subsequently cancelled such Ordinary Shares, the outstanding options and awards would be equal to 2.0% of the then issued share capital of the Company (excluding treasury shares). This assumes no further equity issues or exercise of options take place.
A special resolution, Resolution 16 will be proposed to approve the holding of general meetings, other than annual general meetings, on 14 days' notice. The Companies Act 2006 provides that the notice period required for general meetings of the Company is 21 days, unless shareholders approve a shorter period, which cannot be less than 14 days. The Directors consider it would be beneficial to the Company to continue to have the ability to call general meetings on 14 days' notice. The Company does not propose to utilise this shorter notice period as a matter of routine but only where circumstances dictate such a requirement and to do so would be to the benefit of the Company's shareholders as a whole. Such circumstances may arise, for example, where due to extraneous circumstances, the Company is required to undertake a capital raising exercise. In those circumstances, the Company is confident that a facility to permit electronic voting can be made available to all of the Company's shareholders. This authority, if granted, would expire at the conclusion of the Annual General Meeting of the Company held in 2013. Annual general meetings will continue to be held on at least 21 days' notice.
Shareholders are encouraged to attend the Annual General Meeting and vote on the resolutions in person. If you are unable to attend the meeting, you are urged to complete a Proxy Form and return it to the Company's registrars, Computershare Investor Services PLC, either by post to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by the internet at www.investorcentre.co.uk/eproxy. Your completed Proxy Form must be lodged with the registrars by noon on 17 April 2012.
The return of a Proxy Form will not prevent a shareholder from attending the Annual General Meeting and voting in person if he is entitled to do so and so wishes.
The Directors consider that the above proposals are in the best interests of the Company and its shareholders as a whole. The Directors recommend shareholders vote in favour of the resolutions set out in the AGM Notice, as they intend to do in respect of their own beneficial holdings, which as at 9 March 2012 amounted to 1,779,373 shares (0.6% of the issued share capital, excluding treasury shares).
As at 9 March 2012 the issued share capital of the Company was 302,591,431 ordinary shares of which 222,773 ordinary shares are held in treasury. The total number of voting rights in the Company is therefore 302,368,658.
Yours faithfully
Nicholas Wrigley
Chairman
NOTICE IS HEREBY GIVEN that the 28th Annual General Meeting of Persimmon Plc will be held at 12 noon on Thursday 19 April 2012 at York Racecourse, Knavesmire Road, York YO23 1EX for the following purposes:
13) To pass the following as an Ordinary Resolution:
That the Directors be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights') up to a maximum aggregate nominal amount of £10,068,876 to such persons at such times and upon such conditions as the Directors may determine, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2013. This authority shall permit and enable the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired.
14) To pass the following as a Special Resolution:
That, subject to the passing of Ordinary Resolution 13 above, the Directors of the Company are empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities pursuant to the authority conferred by Ordinary Resolution 13 above or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited to:
and the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2013 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
For the purposes of this Special Resolution, the expression 'equity securities' and references to 'allotment of equity securities' respectively have the meanings given to them in section 560 of the Act.
15) To pass the following as a Special Resolution:
That in accordance with section 701 of the Companies Act 2006 (the 'Act') the Company is granted general and unconditional authority to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p each in its capital ('Ordinary Shares') provided that:
That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2013.
By order of the Board
Group Company Secretary
Registered Office: Persimmon House Fulford York YO19 4FE
19 March 2012
To appoint a proxy via the internet you should log on to the registrars' website at www.investorcentre.co.uk/eproxy. You will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions as they set out the basis on which proxy appointment via the internet shall take place. This electronic address is provided only for the purpose of communications relating to electronic appointment of proxies.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting to be held on 19 April 2012 and any adjournments of it, by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed voting service provider(s) should refer to their CREST Sponsor or voting service provider(s), who will be able to take 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 Euroclear UK and Ireland Limited (EUI)'s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). To be valid the message must be transmitted so as to be received by the Company's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the 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 provider(s) should note that EUI 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 voting service provider(s), to procure that the member's CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by 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.
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