AGM Information • Aug 9, 2012
AGM Information
Open in ViewerOpens in native device viewer
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 authorised under the Financial Services and Markets Act 2000.
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.
(incorporated and registered in England and Wales under number 2954692)
Notice of the Annual General Meeting of the Company to be held at 4 p.m. on Wednesday 12 September 2012 in the Pinafore Room at The Savoy, Strand, London WC2R 0EU is set out in Part II of this document.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received by the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road, Kent BR3 4TU, by no later than 4 p.m. on 10 September 2012.
As an alternative to completing the hard copy proxy form, shareholders can appoint proxies electronically via www.capitashareportal.co.uk so that it is received by Capita Registrars by no later than 4 p.m. on 10 September 2012. CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Capita Registrars (under CREST participant RA10) by no later than 4 p.m. on 10 September 2012. The time of receipt will be taken to be the time from which Capita Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
Completion and return of a proxy form or transmitting a CREST electronic Proxy Instruction will not prevent you from attending and voting at the General Meeting in person should you wish.
(incorporated and registered in England and Wales under number 2954692)
2 Savoy Court, London WC2R 0EZ
Wednesday, 8 August 2012
To the Shareholders of Liontrust Asset Management PLC
Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting ("Annual General Meeting" or "AGM"), which we are holding at 4 p.m. on Wednesday 12 September 2012 in the Pinafore Room at The Savoy, Strand, London WC2R 0EU. The formal notice of Annual General Meeting is set out in Part II of this document together with, under each resolution to be proposed at the meeting, an explanation of the purpose and effect of such resolutions.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it to our registrars as soon as possible. They must receive it by 4 p.m. on 10 September 2012.
As an alternative to completing the hard copy proxy form, you can appoint proxies electronically via www.capitashareportal.co.uk to be received by Capita Registrars by no later than 4 p.m. on 10 September 2012. CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant RA10) by no later than 4 p.m. on 10 September 2012. The time of receipt will be taken to be the time from which Capita Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
Appointment of a proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.
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. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
Adrian Collins Chairman
The following documents will be available for inspection at 2 Savoy Court, London WC2R 0EZ, the registered office of the Company, from 8 August 2012 until the close of the AGM and at the Pinafore Room at The Savoy, Strand, London WC2R 0EU from 15 minutes before the AGM until it closes:
(incorporated and registered in England and Wales under number 2954692)
Notice is hereby given that this year's Annual General Meeting will be held at 4 p.m. on Wednesday 12 September 2012 in the Pinafore Room at The Savoy, Strand, London WC2R 0EU to consider the following resolutions (of which the resolutions numbered 14, 15 and 16 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions):
For each financial year, the Directors are required to lay the Directors' Report, the Auditors' Report and the Accounts of the Company before the Company in general meeting. The Annual Report and Accounts for the year ended 31 March 2012 were sent to shareholders in July 2012.
Under section 420 of the Companies Act 2006, the Directors must prepare an annual report detailing the remuneration of the Directors and the Company's remuneration policy for Directors. The Companies Act 2006 also requires that a resolution be put to shareholders each year for their approval of that report. The Remuneration Report can be found on pages 21 to 26 of the Annual Report and Accounts. This notice therefore contains a resolution to approve the Remuneration Report for the year ended 31 March 2012.
Under the Company's articles of association, any Director appointed by the Board since the last Annual General Meeting must retire from office at the next Annual General Meeting. Mr J.M.V. Hughes-Morgan was appointed as a Director on 4 October 2011, and, consequently, he retires from office under the articles and offers himself for election. The Board supports the election of Mr J.M.V. Hughes-Morgan.
Under the Company's articles of association, one third of the Directors must retire from office by rotation at each Annual General Meeting and may offer themselves for re-election (this does not include Directors appointed to the Board since the last Annual General Meeting). Under the Company's Corporate Governance Guidelines, which reflect the provisions of the Combined Code on Corporate Governance, Non-executive Directors must retire and may offer themselves for reelection annually once they have served nine or more years on the Board. This applies to Mr G.V. Hirsch. The UK Corporate Governance Code recommends that all Directors of FTSE 350 companies retire and are put up for re-election at the Annual General Meeting. Although the Company is not a FTSE 350 company; the Company considers this to be best practice and, accordingly, has decided to go beyond the requirements of the Company's Corporate Governance Guidelines and articles of association and require that all Directors of the Company retire and offer themselves for reelection. The Board supports the re-election of Mr A.J.R. Collins, Mr J.S. Ions, Mr V.K. Abrol, Mr A.W.S. Barbour, Mr M.J. Bishop and Mr G.V. Hirsch.
The Chairman confirms that, following the completion of the Board performance evaluation process for 2012, the performance of each of the Directors standing for re-election continues to be effective and demonstrates commitment to his respective role. Accordingly, the re-election of each of these Directors is recommended.
The Company's auditors must offer themselves for reappointment at each Annual General Meeting at which accounts are presented. Accordingly, the Board, on the recommendation of the Audit & Risk Committee, proposes the reappointment of PricewaterhouseCoopers LLP as the Company's auditors. This resolution, if passed, will authorise the Directors to agree the remuneration of PricewaterhouseCoopers LLP for their services as auditors.
Such authority to expire on 12 December 2013 or, if sooner, the conclusion of the next Annual General Meeting of the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require Relevant Securities to be allotted after such expiry, and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
Under the Companies Act 2006, Directors may not allot shares in the Company without the authority of shareholders in general meeting, save pursuant to the Liontrust Enterprise Management Incentive Scheme and Liontrust Senior Incentive Plan (the "Employee Share Schemes"). In certain circumstances this could be unduly restrictive. The Directors' existing authority to allot ordinary shares, which was granted at the Annual General Meeting of the Company held on 13 September 2011, will expire at the end of this year's Annual General Meeting.
Subject to shareholder approval, the Directors will be authorised, in place of all existing authorities, to allot shares (pursuant to section 551 of the Companies Act 2006) up to an aggregate nominal amount of £129,988, representing approximately one third of the nominal value of the issued ordinary shares on 7 August 2012 (being the last practicable date prior to the publication of this document). As at 7 August 2012, the Company did not hold any shares in treasury. This authority reflects the Association of British Insurers Guidelines in relation to "Share Capital Management" (the "ABI Guidelines").
In addition, subject to shareholder approval, the Directors will be authorised, in place of all existing authorities, to allot shares in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; up to an aggregate nominal amount of £129,988, representing approximately one third of the nominal value of the issued ordinary shares on 7 August 2012 (being the last practicable date prior to the publication of this document). This authority also reflects the ABI Guidelines.
The authority conferred will expire (unless previously revoked, varied or renewed) on 12 December 2013 or, if sooner, at the end of the next Annual General Meeting. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require Relevant Securities to be allotted after the expiry of this authority – in this case, the Directors will be permitted to allot securities pursuant to such offer or agreement as if this authority had not expired.
The Directors have no present plans to allot shares other than on the exercise of share options under the Employee Share Schemes. However, the Directors believe it to be in the best interests of the Company that they should continue to have the flexibility to make limited issues of shares on the basis of the authority set out in the resolution, for example to finance appropriate business opportunities that may arise.
In January 2011, shareholders voted to approve the Liontrust Senior Incentive Plan, being a new share incentive plan for Executive Directors (the "LSIP"). In the circular to shareholders convening the general meeting to approve the LSIP dated 15 December 2010 (the "LSIP Circular"), the Directors stated that the aggregate number of shares which may be placed under option or award under the LSIP and any other new equity incentive scheme (being a scheme established after 13 January 2011 would be 4,600,000 ordinary shares. In September 2011, shareholders voted to increase this limit to 5,600,000 ordinary shares and to include the limit within the LSIP Rules as a new paragraph 3.2 following receipt of an explanatory circular (the "September 2011 Circular").
The Directors would now like to increase this limit by a further 1,900,000 ordinary shares to 7,500,000 ordinary shares. This is because the Directors would like to grant awards to Stephen Bailey, Jan Luthman and Jamie Clark (together, the Fund Managers), most likely under the Liontrust Membership Incentive Scheme (the "LMIS"). The LMIS was established after 13 January 2011, so the proposed grants would count towards the limit in the LSIP. Further details of the LMIS are set out at pages 6 to 8 of the September 2011 Circular, which pages are incorporated by reference into this notice of AGM solely for this purpose. Shareholders should not rely on the September 2011 Circular for any other purpose. The September 2011 Circular is available from the Company's website (www.liontrust.co.uk).
The Fund Managers joined Liontrust following completion of the acquisition of their former employers Walker Crips Asset Managers Limited by Liontrust in April 2012. The purpose of the proposed awards is to address the lack of equity incentivisation for the Fund Managers and thereby closely align their interests with those of shareholders. The increase will also create some headroom for future grants to executives of the Company (excluding the Executive Directors).
Although the sensitivities of addressing fund manager remuneration at this current stage of the Company's development are acknowledged, this needs to be balanced with the strategic risks of failing to retain key fund managers and key executives, who are important to driving shareholder value. It is proposed to include the revised aggregate limit in the LSIP Rules, which amendment to such rules requires the approval of shareholders. There will be no greater percentage dilution to shareholders as a result of this proposed amendment to the LSIP Rules than was the case when the LSIP Rules were originally approved by shareholders.
For the purposes of this resolution the term "political expenditure" has the meaning given by ss.363-365 2006 Act.
Under section 366 of the Companies Act 2006 a company must not incur political expenditure without shareholder approval. Political expenditure is widely defined and can include gifts (of money or other property), sponsorship and subscriptions and possibly the granting of paid leave to an employee to attend duties as an elected councilor, or support for bodies representing the business community in policy review or reform. For this reason, the Directors support the passing of the above resolution to avoid any inadvertent infringement. The Directors confirm that there are at present no plans to make political donations and it is not their intention to use the authority given for that purpose.
That, subject to the passing of Resolution 11 above, in substitution for all existing authorities, the Directors be empowered, pursuant to sections 570 and 573 of the Companies Act 2006, to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the authority conferred in Resolution 11 above as if section 561(1) of that Act did not apply to such allotment, provided that this power shall expire on 12 December 2013, or, if sooner, the conclusion of the next Annual General Meeting of the Company and shall be limited to:
save that the Company may, before expiry of this power, 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 offer or agreement notwithstanding that the power conferred hereby has 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 Companies Act 2006 as if in the first paragraph of this resolution the words "subject to the passing of Resolution 11" were omitted.
Unless they are given an appropriate power by shareholders, if the Directors wish to allot any shares in the Company for cash, grant rights over shares or sell treasury shares for cash (other than pursuant to the Employee Share Schemes), they must first offer them to existing shareholders in proportion to their existing holdings. This is known as preemption rights and these are contained in section 561 of the Companies Act 2006.
The existing disapplication of these statutory pre-emption rights, which was granted at the Annual General Meeting of the Company held on 13 September 2011, will expire at the end of this year's Annual General Meeting. Accordingly, subject to shareholder approval, the Directors will be given power, in place of all existing powers, to allot shares without the application of these statutory pre-emption rights. The Directors will be able to exercise this power (i) in relation to offers of equity securities by way of rights issue, open offer or similar arrangement (save that in the case of an allotment pursuant to the authority conferred by paragraph (b) of Resolution 11 above, such offer shall be by way of rights issue only) to existing shareholders in proportion to their existing holdings and (ii) other than in relation to rights issues as above, up to an aggregate nominal amount of £19,498 representing 5 per cent of the nominal value of the issued ordinary shares of Liontrust on 7 August 2012 (being the last practicable date prior to the publication of this document).
The Directors recommend that shareholders approve the grant of this power. The power conferred will expire (unless previously revoked, varied or renewed) on 12 December 2013 or, if sooner, at the end of the next Annual General Meeting of the Company. However, the Company may make an offer or agreement prior to the expiry of this power which would or might require equity securities to be allotted after the expiry of this power as if statutory pre-emption rights did not apply to such allotments – in this case, the Directors will be permitted to allot equity securities pursuant to such offer or agreement as if this power had not expired.
In accordance with the guidelines issued by the Pre-emption Group, the Directors confirm their intention that no more than 7.5 per cent of the issued share capital will be issued for cash on a non pre-emptive basis during any rolling three-year period.
The power sought and limits set will also apply to a sale by the Company of any shares it holds as treasury shares. The Companies Act 2006 permits shares purchased by the Company out of distributable profits to be held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share-based incentive schemes. Any subsequent transfers of treasury shares by the Company to satisfy awards and options under the Employee Share Schemes will be made within the 10 per cent anti-dilution limit for such share issues. As at 7 August 2012 (being the last practicable date prior to the publication of this document), the Company did not hold any ordinary shares in treasury.
That in substitution for all existing and previous authorities, the Company be generally authorised for the purpose of section 701 of the Companies Act 2006 to make a market purchase or purchases (within the meaning of section 693(4) of the Companies Act 2006) of its own ordinary shares of 1 penny each in such manner and on such terms as the Directors may from time to time determine provided that:
Subject to shareholder approval, the Company will be authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of up to 5,845,583 shares in Liontrust, being 14.99 per cent or fewer of the ordinary shares in issue on 7 August 2012 (being the last practicable date prior to the publication of this document).
The maximum price that may be paid for each such ordinary share shall be 5 per cent above the average of the middle market quotations for an ordinary share (as derived from the Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made (exclusive of expenses).
The minimum price that may be paid for each such ordinary share shall be 1 penny.
The authority conferred shall (unless previously revoked, varied or renewed) expire on 12 December 2013 or, if sooner, at the end of the next Annual General Meeting of the Company. However, if a contract for the purchase of ordinary shares is concluded before the expiry of this authority but the relevant purchase will or may be executed in whole or in part after the expiry of this authority, the Company is authorised to execute such purchase as if this authority had not expired.
Your Directors are committed to managing the Company's capital effectively. Although the Directors have no plans to make such purchases, buying back ordinary shares is one of the options they keep under review. Purchases would only be made after considering the effect on earnings per share and the benefits for shareholders generally. The Directors recommend that shareholders approve the grant of this authority.
The Company may hold in treasury any of its own shares that it purchases in accordance with the Companies Act 2006 and pursuant to this authority. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.
The total number of new ordinary shares that may be issued on the exercise of outstanding options as at 7 August 2012 is 2,145,619, which represents approximately 5.5 per cent of the Company's issued share capital at that date (excluding treasury shares) and will represent approximately 6.5 per cent of the Company's issued share capital if the full authority to buy back shares conferred by this resolution is used. There are no outstanding warrants. The Company does not currently hold any ordinary shares in treasury.
That a general meeting (other than an annual general meeting) of the Company may be called on not less than 14 clear days notice.
Pursuant to section 307A(1) of the Companies Act 2006, the general notice period for general meetings of the Company is 21 clear days. The Company may call a general meeting (other than an annual general meeting) of the Company on 14 clear days notice if certain conditions have been met. One such condition is that the shareholders of the Company have approved the ability of the Company to call meetings on such notice. This resolution seeks the necessary 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 pursuant to section 307A(3) of the Companies Act 2006 before it can call a general meeting on 14 clear 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 for the advantage of shareholders as a whole.
8 August 2012 By order of the Board Mark Jackson Company Secretary
Registered Office: 2 Savoy Court, London WC2R 0EZ Registered in England and Wales No. 2954692
Completion of the proxy form or the appointment of a proxy electronically via www.capitashareportal.co.uk or through CREST (as described below) will not prevent a member from attending and voting in person
For use at the seventeenth Annual General Meeting to be held in the Pinafore Room at The Savoy, Strand, London WC2R 0EU on Wednesday 12 September 2012 at 4 p.m.
I/we* (block capitals) ……………………………………………………………… of ………………………………………………………………………………………………………………………
in respect of ALL my/our shares OR insert number of shares if not all …………………………………………
being a member/members of Liontrust Asset Management PLC hereby appoint [the Chairman of the Meeting]** or ………………………………………
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting to be held on Wednesday 12 September 2012 at 4 p.m. and at any adjournment thereof.
I /we require my/our proxy to vote in particular as follows:
| Resolutions | Vote | |||
|---|---|---|---|---|
| Please mark 'X' to indicate how you wish to vote | For | Against | Withheld *** |
|
| 1. | To receive and adopt the Annual Report and Financial Statements of the Company for the year ended 31 March 2012 |
|||
| 2. | To approve the Directors' Remuneration Report for the year ended 31 Mach 2012 |
|||
| 3. | To elect as a Director Mr J.M.V. Hughes-Morgan | |||
| 4. | To re-elect as a Director Mr A.J.R. Collins | |||
| 5. | To re-elect as a Director Mr J.S. Ions | |||
| 6. | To re-elect as a Director Mr V.K. Abrol | |||
| 7. | To re-elect as a Director Mr A.W.S. Barbour | |||
| 8. | To re-elect as a Director Mr M.J. Bishop | |||
| 9. | To re-elect as a Director Mr G.V. Hirsch | |||
| 10. | To reappoint as auditors PricewaterhouseCoopers LLP and authorise the Directors to determine their remuneration |
|||
| 11. | To authorise the Directors to allot shares in the capital of the company pursuant to section 551 of the Companies Act 2006 |
|||
| 12. | To approve an amendment to the Liontrust Senior Incentive Plan | |||
| 13. | To authorise the Company to incur political expenditure | |||
| 14. | To disapply pre-emption rights in relation the allotment of shares | |||
| 15. | To authorise the Company to make market purchases of its own ordinary shares |
|||
| 16. | To authorise the Company to call general meetings on not less than 14 clear days notice |
| Signature……………………………………………………………………………………. Dated this ……………. day of …………………………2012 | |||
|---|---|---|---|
| ------------------------------------------------------------------------------------ | -- | -- | -- |
In the absence of instructions, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) at his or her discretion on any business which may properly come before the meeting.
(To be valid, this Form of Proxy must be signed and dated) This Form of Proxy must be lodged by 4 p.m. on Monday 10 September 2012
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.