AGM Information • Feb 21, 2014
AGM Information
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If you are in any doubt about the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, auditor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in RM plc, please send this document and the accompanying form of proxy, as soon as possible, 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 and registered in England and Wales under the Companies Act 1985 with company number 01749877)
140 Eastern Avenue Milton Park Milton Abingdon Oxfordshire,
OX14 4SB 21 February 2014
Dear Shareholder
Set out in this letter, on pages 8 to 12, is a formal notice of the annual general meeting (the "AGM") of RM plc ("RM" or the "Company") to be held on Wednesday, 19 March 2014 at 11.30 a.m. at 140 Eastern Avenue, Milton Park, Abingdon, Oxon OX14 4SB. The purpose of this letter is to explain the resolutions numbered 3 to 8 which are proposed in the notice of AGM (the "Notice") as ordinary business, as well as resolutions 11 to 17 which are proposed in the Notice as special business.
The Board has decided that all of the directors of the Company ("Directors") will stand for election or re-election in accordance with the UK Corporate Governance Code, other than Jo Connell who, having completed over six years as a Director, has advised the Board that she does not intend to seek re-election at the AGM. Therefore, four Directors; Lord Andrew Adonis, David Brooks, Iain McIntosh and Deena Mattar are retiring and offering themselves for re-election. The Articles of Association of the Company and the UK Corporate Governance Code also require that newly-appointed Directors offer themselves for election at the next annual general meeting following their appointment. John Poulter and Patrick Martell were appointed during the year and will therefore offer themselves for election. Biographical details for each of these Directors are contained in the Company's 2013 Annual Report and Accounts.
Lord Andrew Adonis was appointed as a Non-Executive Director on 1 October 2011. He was elected by shareholders in March 2012. Deena Mattar was appointed as a Non-Executive Director on 1 June 2011. She was elected by shareholders in March 2012. Patrick Martell was appointed a Non-Executive Director on 1 January 2014. Each of these Directors' appointment is governed by a fixed-term letter of appointment.
The Board believes that the contribution and commitment of Lord Andrew Adonis, Deena Mattar and Patrick Martell as Non-Executive Directors are beneficial to the Company. As Chairman, I confirm that their performances are effective and demonstrate their commitment to their roles.
David Brooks is an Executive Director and was appointed Chief Executive Officer on 1 March 2013. Iain McIntosh is an Executive Director and was appointed Chief Financial Officer on 1 April 2010.
Resolution 11 seeks approval for the Directors' remuneration policy which forms part of the Directors' remuneration report for the year ended 30 November 2013. The policy can be found on pages 34 to 38 of the Annual Report and Accounts for the year ended 30 November 2013 and is proposed to comply with the new regulations under the Companies Act 2006 introduced on 1 October 2013.
The purpose of resolution 12 is to seek the approval of the Directors' Remuneration Report (other than the part containing the remuneration policy) for the year ended 30 November 2013. The report is set out on pages 34 to 44 of the 2013 Annual Report and Accounts. The resolution is advisory in nature and no individual Director's remuneration is dependent on it.
The Notice includes an ordinary resolution renewing the Directors' authority to allot shares, a special resolution dis-applying shareholders' pre-emption rights to a limited extent and a special resolution authorising the Company to make market purchases of its shares.
Resolution 13 renews the authority granted to the Directors to allot new ordinary shares in accordance with section 551 of the Companies Act 2006 (the "Act") up to a nominal amount of £623,436, being one-third of the issued ordinary share capital of the Company as at 17 February 2014 (being the latest practicable date prior to the publication of this document).
Resolution 14 renews the Directors' authority in accordance with section 561 of the Act to allot further ordinary shares for cash without first being required to offer such shares to existing shareholders. If approved, the resolution will authorise the Directors to issue ordinary shares for cash in connection with a rights issue or open offer and otherwise to issue ordinary shares for cash, including the sale on a non pre-emptive basis of treasury shares for cash, up to a maximum nominal amount of £93,515, being equal to 5 per cent of the nominal value of the Company's issued ordinary share capital as at 17 February 2014 (being the latest practicable date prior to the publication of this document). The Directors do not intend to issue more than 7.5 per cent of the issued ordinary share capital of the Company for cash on a non pre-emptive basis in any rolling three year period without prior consultation with the shareholders and Investment Committees of the Association of British Insurers and the National Association of Pension Funds.
Both of these authorities will expire on the date of the next annual general meeting of the Company or on 31 May 2015, whichever is the earlier.
Resolution 15 renews the Directors' authority to make market purchases of up to 10 per cent of the Company's issued ordinary shares. This authority will expire on the date of the next annual general meeting or on 31 May 2015, whichever is the earlier. The Board believes that it would be appropriate to have the option to use a proportion of the Company's cash resources to make market repurchases of ordinary shares. The minimum price which may be paid for each share is the nominal value and the maximum price which may be paid for each share is an amount equal to the higher of 5 per cent above the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003.
The Company will only exercise the authority granted by the proposed resolution where the Board reasonably believes that repurchasing its shares will increase earnings per share of the ordinary shares in issue after the purchase and, accordingly, is in the best interests of shareholders generally. Any ordinary shares purchased by the Company pursuant to the authority conferred by resolution 15 will either be cancelled and the number of shares reduced accordingly or, if the Directors think fit, they may be held as treasury shares.
As at 17 February 2014 (being the latest practicable date prior to the publication of this document), options were outstanding to subscribe for 1,389,000 ordinary shares of 2 pence each. This represents 1.49 per cent of the issued ordinary share capital of the Company prior to the Consolidation (as defined below) and 1.70 per cent of the issued ordinary share capital of the Company after the Consolidation. If the full authority to purchase shares (existing and sought) is utilised by the Directors, the proportion of the issued ordinary share capital represented by such share options would increase to 1.65 per cent prior to the Consolidation and 1.89 per cent of the Company after the Consolidation. There are no warrants outstanding and no treasury shares in issue.
Resolution 16 seeks approval, subject to the Company's Articles of Association, for the Company to call general meetings (other than annual general meetings) on 14 clear days' notice. The notice period required by the Act for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice. Resolution 16 seeks the approval required by the Act, which will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. 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. The flexibility offered by resolution 16 will be used when, taking into account the circumstances, the Directors consider this appropriate in relation to the business of the meeting and in the interests of the Company and the shareholders as a whole.
RM is committed to generating returns for its shareholders whilst maintaining a strong balance sheet to provide adequate resources for future investment and growth. In light of the Company's strong cash generation over recent years, the Board is proposing a return of cash to shareholders of approximately £15 million.
The proposed £15 million return of cash will be structured as a special dividend of 16.00 pence per existing ordinary share. If shareholders approve the special dividend, it is expected to be paid on 11 April 2014 to those shareholders on the register of members at 5.00 p.m. on 19 March 2014, with an ex-dividend date of 20 March 2014.
As is common when an amount representing a significant proportion of the market capitalisation of a company is returned to shareholders, the Board recommends that the special dividend is combined with a share consolidation, as explained in Part 2.
The effect of the Consolidation will be to reduce the number of ordinary shares in issue by approximately the same percentage. It is anticipated, therefore, that the market price of each ordinary share should remain at a broadly similar level following the special dividend and the Consolidation. Without the Consolidation, payment of the special dividend would be likely to result in a corresponding reduction in the share price. In addition, earnings per share would be likely to fall because the Company would no longer receive interest income on the cash returned to shareholders, while the number of ordinary shares in issue would remain unchanged.
Shareholders will still hold the same proportion of the Company's ordinary issued share capital as before the Consolidation (subject to any fractional entitlements). Although the new ordinary shares will have a different nominal value, they will carry equivalent rights under the Company's Articles of Association to the existing ordinary shares currently in issue. The payment of any fractional amounts arising from the Consolidation will be made separately to the relevant shareholders within 10 business days of the sale of the shares representing those fractional entitlements.
If Resolution 17 is not passed, the special dividend will not be paid and the Consolidation will not take place. Further details about the special dividend and the Consolidation are set out in Part 2 of this document.
Whether or not you intend to attend the AGM, please complete the accompanying form of proxy ("Form of Proxy") and return it to Capita Asset Services (FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU). Alternatively, you may give voting instructions online at www.capitashareportal.com. If you have not already done so, you will have to register to use this facility; you will need your Investor code (IVC) which can be found on your Form of Proxy, family name and post code (if resident in the UK). Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you wish to do so.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service should refer to note 3 of the Notice set out in Part 3 of this document.
Please note that the deadline for the receipt of proxy appointments and online voting instructions by Capita Asset Services is 11:30 a.m. on 17 March 2014.
The Directors believe that the adoption of all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the resolutions to be proposed at the AGM, as they themselves intend to do in respect of their own beneficial shareholdings which in aggregate, as at 17 February 2014, amount to a total of 310,192 ordinary shares, representing approximately 0.33 per cent of the existing issued ordinary share capital of the Company.
Yours sincerely
Chairman
RM is committed to generating returns for its shareholders whilst maintaining a strong balance sheet to provide adequate resources for future investment and growth. In light of the Company's strong cash generation over recent years, the Board is therefore recommending a special dividend to shareholders of 16.00 pence per existing ordinary share, in addition to the final dividend of 2.46 pence per existing ordinary share.
Payment of the special dividend is conditional upon shareholder approval of resolution 17, as set out in the Notice. The special dividend is payable to shareholders who are on the register of members at 5.00 p.m. on 19 March 2014 and is expected to be paid to shareholders (including CREST shareholders) on 11 April 2014 by cheque or BACS (where there is an existing dividend mandate).
Existing dividend mandates to bank or building society accounts given in relation to dividends paid in respect of existing ordinary shares will continue to apply to the new ordinary shares
The total amount of the special dividend is equivalent to approximately 12.22 per cent of the market capitalisation of the Company based on the average closing price of the Company's shares over the 10 business days up to and including 17 February 2014 (being the latest practicable date prior to the publication of this document). The effect of the Consolidation will be to reduce the number of ordinary shares in issue by approximately the same percentage, with the result that shareholders will receive 7 new ordinary shares of 2 2/7 pence each for every 8 existing ordinary shares of 2 pence each held at the special dividend record date.
The purpose of the Consolidation is to seek, as far as possible, to ensure that the market price of each ordinary share is maintained at a broadly similar level following the special dividend and the Consolidation. It is common UK practice for the payment of a significant special dividend by a company to be combined with a share consolidation.
Although following the Consolidation each shareholder will hold fewer new ordinary shares than the number of existing ordinary shares held beforehand, each shareholder's shareholding as a proportion of the total number of new ordinary shares in the capital of the Company in issue will be the same before and immediately after the Consolidation, save in respect of fractional entitlements. Although the new ordinary shares will have a different nominal value, they will carry the same rights as currently attach to the existing ordinary shares under the Articles of Association of the Company.
The Consolidation will replace every 8 existing ordinary shares of 2 pence each with 7 new ordinary shares of 2 2/7 pence each. If an individual shareholding is not exactly divisible by 8, the Consolidation will generate an entitlement to a fraction of a new ordinary share. Fractions of new ordinary shares will not be allotted to shareholders; instead the ordinary shares representing the fractions of new ordinary shares will be aggregated and sold in the market on behalf of the shareholders entitled to the fractions as soon as practicable after the Consolidation. The net proceeds of the sale, after the deduction of the expenses of the sale, will be distributed in due proportion among the relevant shareholders. Payment of fractional entitlements (where applicable) is expected to be despatched by CREST payment or by cheque, within 10 business days of the sale of the shares representing those fractional entitlements. CREST shareholders will receive their fractional entitlement payment via their CREST accounts. Non-CREST shareholders, regardless of whether they have an existing mandate to a bank or building society account, will receive a cheque for their fractional entitlement (where applicable).
Following the Consolidation and assuming no further shares are issued between the date of this document and the Consolidation becoming effective, the Company's issued ordinary share capital will comprise 81,826,016 new ordinary shares. No change in the total aggregate nominal value of the Company's issued ordinary share capital will occur.
If the Consolidation is approved pursuant to resolution 17, the Company will send holders of certificated existing ordinary shares new share certificates in respect of the new ordinary shares. The new share certificates will be sent within 14 days of allotment by pre-paid first class post, at the risk of the relevant holder of ordinary shares, to the registered address of that holder or, in the case of joint holders, to the holder whose name appears first in the register of members.
Share certificates for existing ordinary shares will no longer be valid and should be destroyed once the new certificate is received. Shareholders who hold their entitlement in uncertificated form through CREST will have their CREST accounts adjusted to reflect their entitlement to new ordinary shares. The existing ISIN (GB0002870417) will be disabled as at 4.30 p.m. on 19 March 2014 with the new ordinary shares under ISIN (GB00BJT0FF39) commencing at 8.00 a.m. on 20 March 2014.
If the Consolidation is approved pursuant to resolution 17, Admission (as defined below) and trading in new ordinary shares on the London Stock Exchange is expected to commence on an ex-dividend and post-consolidation basis at 8.00 a.m. on 20 March 2014.
If shareholders do not approve resolution 17, the special dividend will not be paid and the Consolidation will not become effective. The Board considers that the special dividend should be accompanied by the Consolidation in order to seek, so far as possible, to ensure that the market price of each ordinary share will remain at a broadly similar level following the special dividend and Consolidation. The Consolidation is conditional on the passing of resolution 17 and on the new ordinary shares created pursuant to the Consolidation being admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities becoming effective (together "Admission"). However, subject to the passing of resolution 2, the final dividend of 2.46 pence per existing ordinary share will still be paid even if the special dividend and the Consolidation are not approved by shareholders.
The following timetable summarises the key dates and events relating to the proposed special dividend and Consolidation. Dates for the 2013 final dividend have also been included for completeness.
| Ex-dividend date for 2013 final dividend | 12 March 2014 |
|---|---|
| Record date for 2013 final dividend | 14 March 2014 |
| AGM | 19 March 2014 at 11.30 a.m. |
| Trading in existing ordinary shares on London Stock Exchange ceases | 19 March 2014 at 4.30 p.m. |
| Record date for the special dividend and Consolidation | 19 March 2014 at 5.00 p.m. |
| Effective Date for the Consolidation | 20 March 2014 |
| Ex-dividend date for special dividend | 20 March 2014 |
| Admission and trading in new ordinary shares on London Stock Exchange commences | 20 March 2014 at 8. 00 a.m. |
| Despatch of certificates in respect of new ordinary shares | 3 April 2014 |
| Payment of fractional entitlements (if any) | 3 April 2014 |
| Payment of 2013 final dividend | 11 April 2014 |
| Payment of special dividend | 11 April 2014 |
Employees who already hold shares under an employee share scheme will be treated in the same way as other shareholders (i.e., they will receive a special dividend and the relevant shares will be consolidated).
Employees who have been granted PSP awards that have not yet vested, or who hold share options that have vested but which have not been exercised, will not participate in the special dividend. Similarly, those awards will not be affected by the Consolidation. This ensures equal treatment both before and after the special dividend and associated share consolidation exercise has been completed. It is noted that none of those awards is dependent upon any performance conditions relating to earnings per share.
The following summary sets out advice received by the Company and is intended as a general guide only and is based only on current UK tax law and HM Revenue and Customs practice as at the date of this document and may not apply to certain classes of investors, such as dealers in securities. It relates only to certain limited aspects of the UK taxation treatment of the special dividend and the Consolidation for shareholders who are individuals or corporate shareholders and who are resident in the UK for UK tax purposes, who are the absolute beneficial owners of their ordinary shares and who hold them as investments. Shareholders who are in any doubt about their tax position or who are not resident in the UK or who are resident in any jurisdiction other than the UK (whether or not also resident in the UK) or who are subject to tax in any jurisdictions other than the UK should take appropriate independent advice without delay as other UK or foreign tax law considerations may apply.
An individual shareholder who is resident in the UK for UK tax purposes should generally be entitled to a tax credit equal to one-ninth (or 10 per cent of the gross dividend) of the dividend he or she receives. The dividend received plus the related tax credit (the 'gross dividend') will be part of the individual shareholder's total income for UK income tax purposes and will be regarded as the top slice of that income. However, in calculating the individual shareholder's liability to income tax in respect of the gross dividend, the tax credit (which equates to 10 per cent of the gross dividend) is set off against the tax chargeable on the gross dividend.
A shareholder who is liable to income tax at the basic rate will be subject to tax on the gross dividend at the rate of 10 per cent. The tax credit will therefore satisfy in full the shareholder's liability to income tax on the gross dividend.
To the extent that the gross dividend falls above the threshold for the higher rate (currently 40 per cent) of income tax but below the threshold for the additional rate (currently 45 per cent) of income tax, the shareholder will be subject to tax on the gross dividend at the rate of 32.5 per cent. This means that the tax credit will satisfy only part of the shareholder's liability to income tax on the gross dividend and the shareholder will have to account for income tax equal to 22.5 per cent of the gross dividend (which equates to approximately 25 per cent of the dividend received).
To the extent that the gross dividend falls above the threshold for the additional rate of income tax, the shareholder will be subject to tax on the gross dividend at the rate of 37.5 per cent. This means that the tax credit will satisfy only part of the shareholder's liability to income tax on the gross dividend and the shareholder will have to account for income tax equal to 27.5 per cent of the gross dividend (which equates to 30.6 per cent of the dividend received).
Subject to certain exemptions for traders in securities and insurance companies, dividends received by a corporate shareholder within the charge to UK corporation tax will have to fall within one of the limited classes of exemption to avoid being subject to UK corporation tax or income tax on dividends received from the Company. UK resident corporate shareholders (subject to special rules for shareholders that are 'small companies') should generally (subject to anti-avoidance rules) fall within an exempt class of dividends.
Shareholders that are 'small companies' (for UK tax or dividend purposes) should not generally be subject to tax on dividends received from the Company provided that among other conditions the Company is resident for tax purposes in the UK (or a qualifying territory), and the dividend is not made as part of a tax advantage scheme.
Taxpayers resident in the UK who are not liable to UK tax on dividends from the Company (whether an individual or a corporate) will not be entitled to claim payment of the tax credit in respect of those dividends.
There is no UK withholding tax on dividends.
It is expected that for the purposes of UK taxation on chargeable gains, the Consolidation will be treated as follows:
part disposal of his or her holding of existing ordinary shares, the proceeds instead being deducted from the base cost of the shareholder's new holding. If those proceeds exceed that base cost, however, the shareholder will be treated as disposing of part or all of his or her holding of existing ordinary shares and should be subject to tax in respect of any chargeable gains thereby realised.
(iii) A subsequent disposal of the whole or part of the new ordinary shares comprised in the new holding may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation on chargeable gains, depending on the shareholder's circumstances and subject to any available exemption or relief.
Under the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 (for income tax purposes) and Part 15 of the Corporation Tax Act 2010 (for corporation tax purposes), HM Revenue and Customs can, in certain circumstances, counteract tax advantages arising in relation to certain transactions in securities. The Company has not sought clearance on behalf of shareholders in respect of the special dividend and the Consolidation in relation to the applicability of these provisions
The Shareholder Helpline number is 0871 664 0321 (from within the UK) or +44 208 639 3399 (if calling from outside the UK). UK Calls to 0871 664 0321 are charged at 10p per minute (excluding VAT) plus network extras. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Consolidation nor give financial, tax, investment or legal advice.
Notice is hereby given that the annual general meeting of RM plc (the "Company") will be held at 140 Eastern Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SB on Wednesday 19 March 2014 at 11.30 a.m. (or at any adjournment thereof) to consider and, if thought fit, pass resolutions 1 to 13, which will be proposed as ordinary resolutions of the Company, and resolutions 14 to 17, which will be proposed as special resolutions of the Company:
Ordinary business
Special business
in either case as if section 561 of the Act did not apply to the allotment but this power shall be limited:
and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and
(d) the Company may, before this power expires, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.
That, in accordance with the Act, the Company be and is hereby unconditionally and generally authorised to make market purchases (as defined in section 693 of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may determine, provided that:
(a) the maximum number of ordinary shares which may be purchased under this authority is either:
(f) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not yet been executed.
That, subject to the Company's Articles of Association, a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.
That:
(a) a special dividend of 16.00 pence per ordinary share be declared and payable to shareholders on the register of members of the Company at 5.00 p.m. (UK time) on 19 March 2014; and
provided that no member shall be entitled to a fraction of a share and any fractions of New Ordinary Shares arising out of the consolidation pursuant to this resolution will be aggregated and the Directors of the Company are authorised to sell (or appoint any other person to sell), on behalf of the relevant members, the whole number of New Ordinary Shares so arising and the net proceeds of sale will be distributed in due proportion (rounded down to the nearest penny) among those members who would otherwise have been entitled to such fractional entitlements. For the purpose of implementing the provisions of this resolution, the Directors of the Company may nominate any person to execute transfers on behalf of any person entitled to any such fractions and may generally make all arrangements and do all acts and things which appear to the Directors of the Company to be necessary or appropriate for the settlement and/or disposal of such fractional entitlements.
By order of the Board
Company Secretary
21 February 2014
Registered Office: 140 Eastern Avenue Milton Park Milton Abingdon Oxfordshire OX14 4SB
The appointment of proxy must be received by the Company's registrars not less than 48 hours before the time of the annual general meeting.
In order for a proxy appointment 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 & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual available via www.euroclear.com/CREST. 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: RA10) by the latest time(s) for receipt of proxy appointments specified in, or in a note to, the notice of annual general 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & Ireland Limited 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 a voting service provider, to procure that his CREST sponsor or voting service provider takes) 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 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.
member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this annual general meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
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