AGM Information • Apr 17, 2012
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
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 a stockbroker, solicitor, accountant or other professional adviser.
If you have sold or otherwise transferred all of your shares, please pass this document 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.
The distribution of this document in jurisdictions other than the UK, including the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa, may be restricted by law and therefore persons into whose possession the document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.
(incorporated and registered in England and Wales under number 1819699)
Notice of the Annual General Meeting of the Company to be held at The Westbury, Bond Street, Mayfair, London W1S 2YF on Wednesday 16 May 2012 at 11.00a.m. is set out on pages 5 to 9 of this circular.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received by 11.00a.m. on 14 May 2012.
| PART I | |
|---|---|
| Letter from the Chairman of Derwent London plc | 3 |
| PART II | |
| Notice of Annual General Meeting | 5 |
| Explanatory notes to the notice of Annual General Meeting | 10 |
(Incorporated and registered in England and Wales under number 1819699)
Directors: Registered and Head Office: Robert Rayne (Chairman) 25 Savile Row John Ivey (Deputy Chairman) London John Burns (Chief Executive Officer) W1S 2ER Simon Silver (Executive Director) 020 7659 3000 Damian Wisniewski (Finance Director) Paul Williams (Executive Director) Nigel George (Executive Director) David Silverman (Executive Director) Stuart Corbyn (Non-Executive Director) Robert Farnes (Non-Executive Director) June de Moller (Non-Executive Director) Simon Neathercoat (Non-Executive Director) Stephen Young (Non-Executive Director)
17 April 2012
Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at The Westbury, Bond Street, Mayfair, London W1S 2YF on 16 May 2012 at 11.00a.m. The formal notice of AGM is set out on pages 5 to 9 of this document.
If you would like to vote on the resolutions but are unable to attend the AGM, please fill in the Form of Proxy sent to you with this notice and return it to our Registrars as soon as possible. They must receive it by 11.00a.m. on 14 May 2012.
In accordance with the provisions of the UK Corporate Governance Code, all the Directors will be putting themselves forward for re-election this year.
Shareholders are being asked to approve a final dividend of 21.90 pence per ordinary share for the year ended 31 December 2011. If you approve the recommended final dividend, this will be paid on 15 June 2012 to all ordinary shareholders who were on the register of members on 18 May 2012. 18.10 pence will be paid as a Property Income Distribution ("PID") with the balance of 3.80 pence paid as a conventional ("Non-PID") dividend.
At last year's AGM, shareholders authorised the Directors to offer an optional Scrip Dividend Scheme for the following five years. A Scrip Dividend alternative will be available for both the PID and the Non-PID element of the final dividend. If you wish to participate in the Scrip Dividend Scheme and have not previously completed and returned a mandate form, you should do so by 5.00p.m. on 23 May 2012.
Details of the Scrip Dividend Scheme and a mandate form can be found in the investors section of the Company's website at www.derwentlondon.com.
Scrip dividends enable shareholders to increase their holding in the Company in a simple manner, without incurring any dealing costs or stamp duty. The Scrip Dividend Alternative also provides the Company with the ability to reinvest the cash in the business.
Explanatory notes on all the business to be considered at this year's AGM appear on pages 10 to 12 of this document.
The 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 that you vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.
Yours sincerely,
Robert Rayne Chairman
The following documents will be available for inspection at the registered office of the Company from 17 April 2012 until the time of the AGM and at The Westbury, Bond Street, Mayfair, London W1S 2YF from 15 minutes before the AGM until it ends:
Notice is hereby given that the twenty-eighth Annual General Meeting of Derwent London plc will be held at The Westbury, Bond Street, Mayfair, London W1S 2YF at 11.00a.m. on 16 May 2012. You will be asked to consider and pass the resolutions below. Resolutions 20 to 22 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
(A) up to a nominal amount of £1,694,567 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and
(B) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £3,389,134 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
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,
such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 16 August 2013) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
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;
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 16 August 2013) 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 power to apply until the end of next year's AGM (or, if earlier, 16 August 2013) but in each case so that the Company may enter into a contract to purchase ordinary shares which will, or may be, completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
By order of the Board Registered Office:
T. J. Kite, ACA Company Secretary
17 April 2012
Derwent London plc 25 Savile Row London W1S 2ER Registered in England and Wales No. 1819699
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 proxies appointed through CREST should be communicated to the appointee through other means.
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 19 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 20 to 22 (inclusive) 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.
For each financial year, the Directors must present the Directors' report, the audited accounts and the independent auditor's report to shareholders at a general meeting. Those to be presented at the AGM are in respect of the year ended 31 December 2011.
In accordance with sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), shareholders are invited to vote on the remuneration report for the year ended 31 December 2011, which may be found on pages 86 to 95 of the Company's annual report and accounts for the year ended 31 December 2011.
Shareholders are being asked to approve a final dividend of 21.90 pence per ordinary share for the year ended 31 December 2011. Of this amount, 18.10 pence will be paid as a PID with the balance of 3.80 pence paid as a conventional dividend.
In accordance with the provisions of the UK Corporate Governance Code all Directors of Derwent London plc will be presenting themselves for re-election this year. Messrs S.J. Neathercoat, R.A. Farnes and J.C. Ivey have served on the Board as non-executive Directors for more than nine years. As a result of the annual evaluation programme for the Directors, the Chairman is satisfied that the non-executive Directors standing for re-election are independent and continue to be effective and show commitment to their roles. Biographies of the Directors are given on pages 72 to 73 of the Company's annual report and accounts for the year ended 31 December 2011.
At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an independent auditor to serve until the next such meeting. BDO LLP has indicated that it is willing to continue as the Company's independent auditor for another year. You are asked to approve its re-appointment and, following normal practice, to authorise the Board to determine its remuneration.
Paragraph (A) of 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 £1,694,567 (representing 33,891,340 ordinary shares of 5 pence each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 5 April 2012, the latest practicable date prior to publication of this notice.
In line with guidance issued by the Association of British Insurers, paragraph (B) of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £3,389,134 (representing 67,782,680 ordinary shares of 5 pence each), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 5 April 2012, the latest practicable date prior to publication of this notice.
The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 16 August 2013 and the conclusion of the AGM of the Company held in 2013.
The Directors have no present intention to exercise either of the authorities sought under this resolution, other than to allot ordinary shares as share dividends instead of cash dividends and following the exercise of options and awards under the Company's share schemes. However, if they do exercise the authorities, the Directors intend to follow ABI recommendations concerning their use (including as regards the Directors standing for re-election in certain cases).
As at the date of this notice, no ordinary shares are held by the Company in treasury.
This resolution will be proposed as a special resolution, which requires a 75 per cent. majority of the votes to be cast in favour. It would give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would, as in previous years, be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, in connection with a scrip dividend scheme or similar arrangement where the scrip election is made after the declaration (but before payment) of a final dividend, or otherwise up to an aggregate nominal amount of £254,185 (representing 5,083,700 ordinary shares of 5p each). This aggregate nominal amount represents approximately 5 per cent. of the issued ordinary share capital of the Company as at 5 April 2012, the latest practicable date prior to publication of this notice. In respect of this aggregate nominal amount, 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 3-year period where the principles provide that usage in excess of 7.5 per cent. should not take place without prior consultation with shareholders.
The authority will expire at the earlier of 16 August 2013 and the conclusion of the AGM of the Company held in 2013.
Resolution 21 is another special resolution and renews the Directors' authority to make market purchases of the Company's shares up to a maximum of 10 per cent. of the issued ordinary share capital (excluding any treasury shares).
The Company may make purchases of its own shares if, having taken account of all major factors such as the effect on earnings and net asset value per share, gearing levels and alternative investment opportunities, such purchases are considered to be in the Company's and shareholders' best interests while maintaining an efficient capital structure.
If the Company purchases any of its shares pursuant to resolution 21, the Company may cancel these shares or hold them in treasury. Such decision will be made by the Directors at the time of purchase. The Company currently has no ordinary shares in treasury. The minimum price exclusive of expenses, which may be paid for an ordinary share is 5 pence. The maximum price, exclusive of expenses which may be paid for an ordinary share is the highest of (i) an amount equal to 5 per cent. 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.
At last year's AGM, the Company was given authority to make market purchases of up to 10,167,401 shares. No shares have been purchased by the Company in the market since then.
Options to subscribe for a total of 1,289,350 shares, being 1.27 per cent. of the issued ordinary share capital (excluding treasury shares), were outstanding at 5 April 2012 (being the latest practicable date prior to the publication of this notice). If the Company were to purchase the maximum number of shares permitted (under the existing authority given at the 2011 AGM and under resolution 21), the options outstanding at 5 April 2012 would represent 1.57 per cent. of the issued ordinary share capital (excluding treasury shares).
The Directors do not have any current plans to exercise the authority to be granted pursuant to resolution 21.
The authority will expire at the earlier of 16 August 2013 and the conclusion of the AGM of the Company held in 2013.
Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice.
Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an AGM on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, resolution 22, which is a special resolution, 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 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.
Note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
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