AGM Information • Mar 18, 2015
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 independent professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in International Personal Finance plc (the 'Company'), 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 6018973)
Notice of the annual general meeting ('AGM') of the Company to be held at 10.30 am on Thursday 30 April 2015 at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD is set out on pages 2 to 4.
Whether or not you propose to attend the AGM, please complete and submit a proxy form in accordance with the instructions printed on the form. The proxy form must be received not less than 48 hours before the time of the commencement of the AGM.
Your attention is drawn to the letter from the Chairman of the Company which is set out on page 1 of this document and which recommends that you vote in favour of the Resolutions to be proposed at the AGM.
[THIS PAGE INTENTIONALLY LEFT BLANK]
(incorporated and registered in England and Wales under number 6018973)
Registered Office
Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD
18 March 2015
Dear shareholder
I am pleased to be writing to you with details of our eighth annual general meeting ('AGM') which will be held at 10.30 am on Thursday, 30 April 2015 at the Company's registered office in Leeds. The formal Notice of AGM is set out on pages 2 to 4 of this document.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in a proxy form and return it to our registrars as soon as possible. They must receive it by 10.30 am on Tuesday, 28 April 2015.
The AGM will cover the following matters:
Explanatory notes on all the business to be considered at this year's AGM, together with details of the documents which may be inspected, appear on pages 7 to 9 of this document.
The Board considers 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
Christopher Rodrigues CBE Chairman
The eighth annual general meeting of International Personal Finance plc will be held at 10.30 am on Thursday, 30 April 2015 at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD. You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 15, 16 and 17 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter,
such authorities to apply until the conclusion of the next annual general meeting or, if earlier, until the close of business on 30 July 2016 (unless previously revoked or varied by the Company in a general meeting) 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 directors 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 directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter; and
(B) in the case of the authority granted under paragraph (A) of Resolution 14 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities up to a nominal amount of £1,158,000,
such power to apply until the conclusion of the next annual general meeting or, if earlier, until the close of business on 30 July 2016 (unless previously revoked or varied by the Company in a general meeting) 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 directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
18 March 2015
By order of the Board Ben Murphy Company Secretary
Registered Office: Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD
Registered in England and Wales No. 6018973
14.Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
15.Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
No other method of communication will be accepted.
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 14 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 15, 16 and 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The directors' report, the auditor's report and the audited Financial Statements of the Company for the year ended 31 December 2014 (the 'Annual Report') will be presented to shareholders at the AGM. The Annual Report may be accessed on the Company's website at www.ipfin.co.uk/investors/shareholdercentre/agm.aspx.
Section 439 of the Companies Act 2006 requires that an annual report on remuneration is put to a vote of shareholders at the AGM. This vote is advisory and the directors' entitlement to receive remuneration is not conditional on it.
Resolution 2 seeks shareholder approval for the Annual Report on Remuneration which can be found on pages 85 to 95 (inclusive) of the Annual Report and which is available on the Company's website at www.ipfin.co.uk/investors/shareholder-centre/agm.aspx. The Annual Report on Remuneration gives details of the implementation of the Company's current remuneration policy including payments and share awards made to the directors during the year ended 31 December 2014.
It should be noted that as the current Directors' Remuneration Policy was approved at the AGM held on 30 April 2014, the Company is not seeking to move a resolution to approve any changes to the policy at its 2015 AGM.
Shareholders must approve the final dividend for each ordinary share. However, the final dividend cannot be more than the amount which the directors recommend (which is 7.80p for each ordinary share). The final dividend proposed in this resolution is in addition to the interim dividend of 4.20p for each ordinary share which was paid on 3 October 2014. The Company offers a Dividend Re-investment Plan ('DRIP') for shareholders. If you would like to join the DRIP please contact the Company's Registrar, Capita Asset Services, to request an application form. To participate in the DRIP for the dividend payable on 8 May 2015, your application must be received by our Registrar by 13 April 2015.
Dan O'Connor, who was appointed to the Board since the last AGM, is standing for election. To take account of the UK Corporate Governance Code (the 'Code') which applies to the Company, all other directors are standing for re-election, except Christopher Rodrigues, who will be retiring at the AGM. In accordance with the Code it is confirmed that performance evaluation has been carried out and that each director who is standing for election/re-election continues to be an effective member of the Board and to demonstrate commitment to the role. Biographical details of each of them are set out in Appendix 1 on pages 10 to 12 of this document.
The Company is obliged by law to appoint an external auditor annually. The Audit and Risk Committee considered the reappointment of Deloitte LLP at its meeting in February 2015. It recommended to the Board, and the Board now recommends to shareholders, the reappointment of Deloitte LLP as auditor of the Company.
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 of £7,721,000 (representing 77,210,000 ordinary shares of 10p each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 17 March 2015, the latest practicable date prior to publication of this Notice. Treasury shares have been excluded for the purpose of this calculation.
In line with the guidance issued by the Investment Association ('IA'), 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 of £15,442,000 (representing 154,420,000 ordinary shares), 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 of the Company as at 17 March 2015, the latest practicable date prior to publication of this Notice. Treasury shares have been excluded for the purpose of this calculation.
The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 30 July 2016 and the conclusion of the AGM of the Company held in 2016.
As at the date of this Notice, 8,065,103 shares are held by the Company in treasury. Except for the possible issue of shares pursuant to the Company's employee share schemes, the directors do not have any present intention of exercising either of the authorities sought under this resolution. However, if they do exercise the authorities, the directors intend to follow IA recommendations concerning their use (including as regards the directors standing for re-election in certain cases).
This resolution would give the directors the authority to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would be similar to that in previous years. It would 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 directors otherwise consider necessary, or otherwise up to an aggregate nominal amount of £1,158,000 (representing 11,580,000 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 17 March 2015, the latest practicable date prior to publication of this Notice. Treasury shares have been excluded for the purpose of this calculation.
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 three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
The authority will expire at the earlier of 30 July 2016 and the conclusion of the AGM of the Company held in 2016.
The resolution gives the Company authority to purchase its own shares up to a maximum of approximately 10% of the issued ordinary share capital of the Company as at 17 March 2015, being the latest practicable date prior to publication of this Notice. Treasury shares have been excluded for the purpose of this calculation. The resolution renews the authority granted by the shareholders at previous AGMs. It sets out the highest and lowest prices which may be paid.
The authority given in this resolution will expire at the earlier of 30 July 2016 and the conclusion of the AGM of the Company held in 2016.
The directors have no present intention of exercising the authority to make market purchases; however, the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and where the decision could be expected to result in an increase in the earnings per share of the Company.
If any shares are purchased the directors intend that they will be either cancelled or held in treasury. If the directors decide to hold such shares as treasury shares, any subsequent resale of shares out of treasury to satisfy the requirements of the Company's employee share schemes would be made within the overall 10% and 5% equity dilution limits for such schemes for so long as this is required by the guidelines of the IA.
This resolution renews the authority that was given at the Company's last AGM. The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice.
At the last AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice and it is proposed that this authority be renewed. The authority granted by Resolution 17, if passed, 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.
The following documents will be available for inspection at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD, being the Company's registered office and the location of the AGM, and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY from the date of this Notice until the conclusion of the AGM, and at the AGM from 30 minutes before the start time until it ends:
Dan joined the Board on 2 January 2015 as Chairman-elect and non-executive director.
Experience and qualifications: Dan has over 25 years' experience in large international and financial services companies. He was Chairman of Allied Irish Banks plc from July 2009 to October 2010. In addition, Dan spent 10 years as CEO of GE Consumer Finance Europe and was Senior Vice President of General Electric. During this time he was a non-executive director of one of Turkey's largest banks, Garanti Bank. Dan is a fellow of the Institute of Chartered Accountants in Ireland and has a Master's Degree in Accounting.
Other appointments: Dan is a non-executive director of CRH plc, Glanbia plc and Argentum Property HoldCo Limited.
Committees: member of the Nomination Committee.
Dan's extensive experience in large international financial services companies makes him well placed to chair the Company.
Gerard joined the Board on 17 January 2012 as Chief Executive Officer (Designate) and became Chief Executive Officer at the beginning of April 2012.
Experience and qualifications: Gerard has over 25 years' experience in the financial services sector and latterly spent four years with Citigroup where he was CEO for Citi's consumer finance businesses in the Western Europe, Middle East and Africa region. He was a director of Citi International plc, Egg plc and Morgan Stanley Smith Barney UK. Earlier in his career Gerard was CFO of Garanti Bank, Turkey and CEO of GE Money Bank, Prague. He is a Fellow of the Institute of Chartered Accountants in Ireland.
Committees: Chairman of the Executive Committee and of the Disclosure Committee and a member of the Nomination Committee.
Gerard's multi-country experience in consumer financial services makes him ideally suited to be Chief Executive Officer.
Adrian joined the Board on 2 January 2014 as Chief Financial Officer.
Experience and qualifications: Adrian is a broad-based and experienced Chief Financial Officer and has been CFO of RSM Tenon Group plc, PA Consulting Group Limited and ProStrakan Group plc and a Managing Director of Lazard LLC. He graduated in Engineering Science and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Other appointments: Adrian is a non-executive director of Amdocs Limited and a member of the Advisory Council to Worcester College, Oxford University.
Committees: member of the Disclosure and Executive Committees.
Adrian is a Fellow of the Institute of Chartered Accountants in England and Wales and has more than a decade's experience as Chief Financial Officer across multiple sectors; given his wealth of experience and proven business acumen Adrian is well placed to perform the role of Chief Financial Officer.
David joined the Board at the time of demerger in July 2007 as Finance Director and became Chief Commercial Officer on 2 January 2014.
Experience and qualifications: David has over 20 years' experience in professional and financial services and has extensive expertise across Europe and Latin America. He previously held the role of Finance Director of the International Division of Provident Financial plc and the Company and earlier in his career David was a Senior Manager with PricewaterhouseCoopers. He graduated in Classics, has an MBA and is a chartered accountant.
Committees: member of the Disclosure and Executive Committees and of the Transformation for Growth Committee.
David is a chartered accountant and has a very detailed knowledge of the business built up from working in it from its early days; he is ideally suited to be Chief Commercial Officer.
Tony joined the Board at the time of demerger in July 2007 as a non-executive director.
Experience and qualifications: Tony has strong business expertise having been a Chairman and nonexecutive director in profit and non-profit sectors. He was Chief Executive of Allied Domecq plc, Chairman of Workspace Group plc and NAAFI, and a non-executive director of Provident Financial plc, Welsh Water plc, Aston Villa plc, HSBC Bank plc and Reliance Security Group plc. He graduated in Chemistry.
Other appointments: Tony is currently Chairman of Canal & River Trust, and the Greenwich Foundation, a non-executive director of Capital & Regional plc and a board member of The Services Sound and Vision Corporation. He is also a director of Welsh National Opera Limited and chairs Naafi Pension Fund Trustees.
Committees: Chairman of the Remuneration Committee, member of the Audit and Risk, and Nomination Committees.
Tony has extensive business experience gained from a variety of roles in different businesses and organisations which makes him suited to carry out the role, particularly as senior independent director; he has a strong interest in marketing.
Richard joined the Board on 1 July 2012 as a non-executive director.
Experience and qualifications: Richard has more than 20 years' of international telecoms experience in senior management roles. He was Deputy Chief Executive and CFO of Everything Everywhere Limited, Managing Director of T-Mobile UK Limited and Chief Executive of Orange Romania SA, Orange Denmark A/S and Orange Thailand Limited and Chair of the ACCA Accountants for Business Global Forum. He holds a Diploma in Corporate Finance and Accounting from London Business School, has a Master's (Honours) degree in Law from St. Catharine's College, Cambridge and is a Fellow of the Association of Chartered Certified Accountants.
Other appointments: Richard is Chief Executive Officer of Eircom Limited, an advisory board member of Tiaxa, Inc Chile and Trustee of the Peter Jones Foundation.
Committees: member of the Audit and Risk, Remuneration and Transformation for Growth Committees.
Richard brings financial and operational expertise and international experience.
Nicholas joined the Board at the time of demerger in July 2007 as a non-executive director.
Experience and qualifications: Nicholas is an experienced chairman and non-executive director, with expertise in financial, insurance and business services. He was Chief Operating Officer of Travelex plc, Managing Director of Hambro Insurance Services plc, executive director of Hambros Bank and Joint Deputy Chairman of Hambro Group Investments. He was a non-executive director of MoneyGram International Limited, Collins Stewart Hawkpoint plc, RSM Tenon Group plc and Chairman of C.A.R.E. Europe 1 S.a.r.l. and C.A.R.E. Europe 2 S.a.r.l. He graduated in Philosophy, Politics and Economics and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Other appointments: Nicholas is chair of Small World Financial Services and a member of the Enterprise 100, part of the School of Entrepreneurship at London Business School.
Committees: Chairman of the Audit and Risk Committee, member of the Nomination and Remuneration Committees.
Nicholas's professional qualification and financial experience make him well placed to carry out his role, particularly as Chairman of the Audit and Risk Committee.
Cathryn joined the Board on 12 February 2014 as a non-executive director.
Experience and qualifications: Cathryn has over 20 years' experience in insurance and financial services together with a background in consultancy, airline and mining sectors both in UK and international roles. She was Group Chief Operations Officer of Aviva plc, chair of Aviva Healthcare UK Ltd, Aviva Global Services and Hill House Hammond, GM of Transformation at BUPA and a principal consultant in the financial services division at Coopers & Lybrand. She has an MA in Manpower Studies, completed CeDEP's General Management Programme and was a graduate of the Institute of Personnel/HR Management.
Other appointments: Cathryn is a non-executive director of The Equitable Life Assurance Society, ACE European Group Ltd and ACE Underwriting Agencies Ltd.
Committees: Chairman of the Transformation for Growth Committee and a member of the Remuneration Committee.
Cathryn has over 20 years' experience in insurance and financial services and brings extensive experience in major IT transformation programmes and implementing new distribution channels.
Printed by RR Donnelley, 887712
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.