AGM Information • Mar 20, 2015
AGM Information
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This document is important and requires your immediate attention.
If you are in any doubt as to the action you should take, it is recommended that you seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, in the case of shareholders registered on the United Kingdom section of the share register, is authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Capital & Counties Properties PLC, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for delivery to the purchaser or transferee.
I.C. Durant, Chairman I.D. Hawksworth, Chief Executive S. Das, Managing Director & Chief Financial Officer G.J. Yardley, Managing Director & Chief Investment Officer I. J. Henderson CBE G.J. Gordon A.J.M. Huntley J.G. Murphy D. Pinsent H.E. Staunton A.D. Strang
15 Grosvenor Street London W1K 4QZ
20 March 2015
To the holders of ordinary shares and, for information only, to the holders of options under the Company's share schemes.
The Notice convening the 2015 Annual General Meeting to be held on 1 May 2015 at 11.30 a.m. is set out on pages 6 and 7 of this document. For information on how to vote at the Annual General Meeting please refer to the 'Notes' on pages 8 and 9 of this document.
The Company's Annual Report for the year ended 31 December 2014 contains information relevant to this meeting. Shareholders who have elected to receive information from Capital & Counties Properties PLC (the "Company") in hard copy have received this document with the 2014 Annual Report, whilst shareholders receiving information electronically will be viewing this document on the Company's website (www.capitalandcounties.com) from which the 2014 Annual Report can also be downloaded.
Resolutions numbered 1 to 14 refer to items of ordinary business: to receive the accounts and the reports of the Directors and the Auditors for 2014, to declare a final dividend for 2014, to elect or re-elect Directors and to re-appoint the Auditors and authorise the Directors to set the Auditors' remuneration. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
The Directors of the Company must present the Company's Annual Report and Accounts for the year ended 31 December 2014 to the Annual General Meeting.
Shareholders are being asked to approve a final dividend of 1 pence per ordinary share for the year ended 31 December 2014. If the recommended final dividend is approved, this will be paid on 19 June 2015 to all ordinary shareholders who were on the register of members on 29 May 2015.
The UK Corporate Governance Code recommends that all directors of FTSE 350 companies should be subject to annual election by shareholders. Andrew Huntley is retiring as a Director at the Annual General Meeting and will therefore not seek re-election by shareholders. Gerry Murphy was appointed as a Director on 1 March 2015, and will therefore seek election by shareholders for the first time at the Annual General Meeting. The remaining Directors have resolved that they will all offer themselves for re-election at this Annual General Meeting.
Following a recent formal performance review of all Directors seeking re-election, I am pleased to confirm that the Board considers that each Director continues to make a valuable contribution to the Board's deliberations and continues to demonstrate commitment. The Board therefore unanimously recommends that each of these Directors be elected or re-elected.
Brief biographies of each Director are set out on pages 10 and 11 of this document.
The Board, on the recommendation of the audit committee of the Company (the "Audit Committee"), recommends the re-appointment of PricewaterhouseCoopers LLP as Auditors to hold office until the next general meeting of the Company at which accounts are presented. PricewaterhouseCoopers LLP have expressed their willingness to continue in office for a further year. The Directors are requesting authorisation to determine the Auditors' remuneration. The Directors have delegated the responsibility for setting the Auditors' remuneration to the Audit Committee. Details of the remuneration paid to the Auditors during the year ended 31 December 2014 can be found in the 2014 Annual Report.
There are five resolutions, numbered 15 to 19, which will be considered as special business at the Annual General Meeting. Resolutions 15 and 16 are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17, 18, and 19 are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Further information relating to each of these resolutions is set out below:
In accordance with Section 439 of the Companies Act 2006 (the "2006 Act") shareholders are invited to approve the Directors' Remuneration Report (other than the Policy on Directors' Remuneration), which is included on pages 66 to 85 of the 2014 Annual Report and provides details of remuneration for Directors in 2014. In accordance with company law, the vote on this resolution is advisory and no Director's remuneration is conditional upon the passing of this resolution.
Under the 2006 Act, the Directors of a company may only allot unissued shares if authorised to do so by the shareholders in a general meeting.
At the Annual General Meeting of the Company held on 2 May 2014, the Directors were given authority to allot new shares in the Company up to a nominal amount of £63,189,818.75, and a further authority to allot new shares in the Company up to a nominal amount of £63,189,818.75 in connection with an offer by way of a rights issue. These authorities expire at the end of this Annual General Meeting.
The authority resolution in paragraph (i) of Resolution 16 renews the authority conferred on the Directors by paragraph 5.2 of Article 5 of the Company's Articles of Association and that allows the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £69,997,444.50, representing 33.3 per cent. of the Company's existing issued share capital as at 16 March 2015 (being the last practicable date before the publication of this document).
In addition, pursuant to paragraph (ii) of Resolution 16 up to £69,997,444.50 in nominal amount, representing a further 33.3 per cent. of the Company's existing issued share capital as at 16 March 2015 (being the last practicable date before the publication of this document), can only be allotted pursuant to a fully pre-emptive rights issue. In accordance with the guidelines published by the Investment Management Association ("IMA") in July 2014 (following its merger with the Investment Affairs division of the ABI), the Board confirms that should this latter authority be used, all the Directors will stand for re-election at the next Annual General Meeting of the Company.
Together, paragraphs (i) and (ii) of Resolution 16 empower the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares of the Company up to £139,994,889.25 in nominal amount, representing the IMA guideline limit of 66.6 per cent. of the Company's existing issued share capital as at 16 March 2015 (being the last practicable date before the publication of this document).
If the resolution is passed these authorities will expire on 30 June 2016 or at the end of the Annual General Meeting in 2016, whichever is earlier.
Other than the allotment of shares under the terms of the share schemes operated by the Company, the Directors have no present intention to undertake a rights issue or to allot new shares.
The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
The Company does not hold any treasury shares as at the date of this document.
Resolution 17 empowers the Directors to allot equity securities, or sell treasury shares for cash (other than in connection with an employee share scheme) otherwise than on a pro rata basis to the Company's shareholders, as if Section 561 of the 2006 Act did not apply.
Section 561 of the 2006 Act requires that a company issuing shares for cash must first offer them to existing shareholders. Paragraph (i) of Resolution 17 authorises the Directors to allot new shares pursuant to the authority given by paragraph (i) of Resolution 16, or sell treasury shares, for cash (a) in connection with a pre-emptive offer or rights issue or (b) otherwise up to an aggregate nominal amount of £10,510,126.75 representing 5 per cent. of the existing issued share capital of the Company as at 16 March 2015 (being the last practicable date before the publication of this document), in each case without the shares first being offered to existing shareholders in proportion to their existing holdings. Paragraph (ii) of Resolution 17 authorises the Directors to allot new shares pursuant to the authority given by paragraph (ii) of Resolution 16, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings in accordance with the statutory requirements set out in the 2006 Act. This is in line with the IMA's Share Capital Management Guidelines issued in July 2014. If the resolution is passed these authorities will expire on 30 June 2016 or at the end of the Annual General Meeting in 2016, whichever is earlier.
The Directors consider the authority in Resolution 17 to be appropriate in order to allow the Company maximum flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
Resolution 18 (special resolution) Purchase of own shares A special resolution is proposed to grant the Company authority to purchase its own shares in the market.
The Directors will seek authority, to expire on 30 June 2016 or at the end of the Annual General Meeting in 2016, whichever is earlier, for the Company to purchase its own shares in the market up to a maximum of 84,081,014 shares having an aggregate nominal value of £21,020,253.50, being 10 per cent. of the Company's existing issued share capital as at 16 March 2015 (being the last practicable date before the publication of this document). The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.
As required to be stated under the UKLA Listing Rules, as at 16 March 2015 (being the latest practicable date before the publication of this document), there were options and share awards outstanding to subscribe for 8,085,910 shares.
If the outstanding options and share awards were fully exercised, they would represent 0.96 per cent. of the existing 840,810,147 shares of the Company as at 16 March 2015. If the buyback authority were exercised in full, that percentage would be 1.07 per cent. of the reduced share capital of 756,729,133 shares.
The Directors consider it desirable and in the Company's interests for shareholders to grant to the Company authority to exercise this power, within certain limits, to enable the Company to purchase its own shares. This authority would only be exercised if and when conditions are favourable, with a view to enhancing net asset value per share.
Any shares purchased would be held as treasury shares which may, at the discretion of the Directors, be resold for cash, transferred in connection with an employee share scheme, or cancelled. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
Under the 2006 Act the notice period for general meetings of the Company is 21 clear days. Annual General Meetings will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings, as long as this is not less than 14 clear days. Under its Articles, the Company is able to call general meetings (other than an Annual General Meeting) on 14 clear days' notice and would like to preserve this ability.
Resolution 19 seeks shareholders' approval to do this, which 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 under the regulations before it can call a general meeting on 14 clear days' notice.
Whether or not shareholders propose to attend the Annual General Meeting, it is important that they complete, sign and return a form of proxy or vote electronically as set out below. The completion and return of a form of proxy in hard copy or voting electronically will not prevent you from attending and voting at the Annual General Meeting in person if you wish.
To be valid, the form of proxy must be lodged with the Company's registrars by not later than 11.30 a.m. (London time) and 12.30 p.m. (Johannesburg time) on 29 April 2015. Shareholders receiving hard copies of this document or a postal alert will also have received a form of proxy for voting at the Annual General Meeting. For other shareholders, a form of proxy is available for download from the Capco website (www.capitalandcounties.com).
Shareholders registered on the United Kingdom section of the register should return the form of proxy to the reply-paid address shown on the form of proxy or as instructed on the downloaded proxy or, for personal delivery, to Capita Asset Services, Proxies, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or, alternatively, may give their instructions electronically via the registrar's website: www.capitashareportal.com. If their shares are held in CREST, they may if preferred give instructions electronically via CREST as detailed in the notes to the Notice of Annual General Meeting on page 9.
Shareholders registered on the South African section of the register should return the form of proxy to the reply-paid address shown on the form of proxy or as instructed on the downloaded proxy or, for personal delivery, to Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, South Africa, unless the shares are held through a Central Securities Depositary Participant ("CSDP") or broker, in which case the proxy voting instruction is to be provided to the CSDP or broker (as applicable) in sufficient time to permit the CSDP or broker to advise the registrar not later than 11.30 a.m. (London time) and 12.30 p.m. (Johannesburg time) on 29 April 2015 or no later than 48 hours before the meeting. Please contact your CSDP or broker for advice as to any earlier final dates for lodgement.
If you are a shareholder holding shares through a CSDP or broker and wish to attend the Annual General Meeting in person, you must request the necessary letter of representation from your CSDP or broker prior to the meeting.
The Board considers the above proposals to be in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings, totalling approximately 32,846,888 shares, representing approximately 3.91 per cent. of the existing issued share capital of the Company as at 16 March 2015.
Yours faithfully
Ian Durant Chairman
Notice is hereby given that the Annual General Meeting of Capital & Counties Properties PLC will be held at Four Seasons Hotel, 46 Westferry Circus, Canary Wharf, London E14 8RS, United Kingdom on 1 May 2015 at 11.30 a.m. (London time) for the purpose set out below.
Resolutions 17 to 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
The authorities in this Resolution apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act. For the purposes of the authority in paragraph (ii) above:
to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, subscription currencies or legal, regulatory or practical problems arising under the laws of any territory or under the requirements of any recognised regulatory body, or stock exchange, in any territory or by virtue of shares being represented by depositary receipts or any other matter.
pursuant to the authority given by paragraph (ii) of Resolution 16 above in connection with a fully pre-emptive rights issue, as if Section 561(1) of the 2006 Act did not apply to such allotment, such power to expire at the end of the next Annual General Meeting or on 30 June 2016, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this Resolution:
"rights issue" has the same meaning as that set out in Resolution 16 above; and
"pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, subscription currencies or legal, regulatory or practical problems arising under the laws of any territory or under the requirements of any recognised regulatory body, or stock exchange, in any territory; or by virtue of shares being represented by depositary receipts or any other matter.
THAT the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of shares of 25p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
(i) the maximum number of shares which may be purchased is 84,081,014;
(ii) the minimum price (exclusive of expenses) which may be paid for each share is 25p;
(iii) the maximum price (exclusive of expenses) which may be paid for a share is an amount equal to the higher of:
By Order of the Board
Ruth Pavey Company Secretary 20 March 2015
In order to be valid, a form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be returned by one of the following methods:
To be valid, proxies must be received by the Company's registrar no later than 11.30 a.m. (London time) and 12.30 p.m. (Johannesburg time) on 29 April 2015 (48 hours before the time of the Annual General Meeting) or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting. Where shares are held by a CSDP or broker, proxy voting instructions must be provided in sufficient time to permit the CSDP or broker to advise the registrar no later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Please contact your CSDP or broker for advice as to any earlier final dates for lodgement. Appointment of a proxy does not preclude a shareholder from attending the Annual General Meeting and voting in person.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 1 May 2015 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") 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 this Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to it by other means. 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) 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.
Ian is responsible for the leadership of the Board, ensuring its effectiveness and setting its agenda. Ian is a Chartered Accountant with a background in international financial and commercial management. Ian's career includes leadership roles with the retail division of Hanson, and Jardine Matheson, Hongkong Land, Dairy Farm International, Thistle Hotels, Sea Containers and Liberty International.
Ian leads Capco, shaping strategy and driving performance. He has over 25 years' experience in large scale global real estate development, asset and corporate management, having been a senior director of both Hongkong Land and Liberty International. Ian is a Chartered Surveyor and a member of leading international industry bodies.
Soumen is an experienced corporate financier. He leads the finance function of Capco and is responsible for the investment performance of the Covent Garden business. Formerly an executive director of UBS specialising in real estate, he joined Capco from Liberty International having coordinated the demerger of the companies in 2010.
Gary has been a senior deal maker in the UK and European real estate market for over 25 years. He leads Capco's real estate investment and development activities, overseeing significant real estate transactions and is responsible for the Earls Court development. Previously Chief Investment Officer of Liberty International, Gary is a Chartered Surveyor and a former partner of King Sturge.
Formerly Chief Executive of Land Securities Group PLC, Ian, a Fellow of the Royal Institution of Chartered Surveyors, has been widely involved in property industry matters, including being a past President of the British Property Federation.
Greene King plc (Senior Independent Director) Greggs plc (Chairman) Home Retail Group plc (Chairman of the Audit Committee)
Japan Residential Investment Company Limited
Dolphin Square Foundation (Chairman) The Natural History Museum (Chairman of Property Advisory Group) The Royal Albert Hall
Committee Chairman
Non-executive Director (Age 51) Graeme was a Non-executive Director of Liberty International PLC for 14 years before joining the Board of Capco in 2010. He is the son of Sir Donald Gordon, the founder of Liberty International PLC, and represents the Gordon Family Interests on the Board.
Creative Investments Limited Fieldstall Limited Mymarket Limited
Non-executive Director (Age 40)
A former partner of McKinsey & Co., Demetra was leader of McKinsey's European Apparel, Fashion and Luxury Goods Practice for five years, and has also acted as an adviser to emerging British luxury businesses. Demetra is currently CEO of Charlotte Tilbury Beauty.
Non-executive Director (Age 66) A former FTSE Finance Director, Henry was appointed to the Board in June 2010 and became Chairman of the Audit Committee shortly after in July 2010. Previously Finance Director of Granada and ITV.
Non-executive Director (Age 62)
Andrew was Managing Director of Threadneedle Property Investments Limited for 17 years until January 2008. He was Executive Chairman of Hermes Real Estate Investment Management until 2011.
Non-executive Director (Age 62)
Gerry Murphy is a former Deloitte LLP partner with direct industry experience in consumer business, retail and technology, media and telecommunications. He was a member of the Deloitte Board for a number of years and leader of the firm's Professional Practices Group. He is a Non-executive Director of Dixons Carphone plc and a Non-executive member of the Department of Health Board.
External Appointments Charlotte Tilbury Beauty Limited
Brighthouse Group PLC (Chairman) Standard Bank Plc (Audit Committee Chairman) WH Smith PLC (Chairman)
AEW UK (Member of Investment and Governance Committees) Intu Properties plc (Non-executive Director) Norges Bank Investment Management (Real Estate Advisory Board Member) The Pollen Estate Trustee Company Limited
Dixons Carphone plc Department of Health Board
Four Seasons Hotel, 46 Westferry Circus, Canary Wharf, London E14 8RS
Friday 1 May 2015 at 11.30 a.m. (London time).
The nearest London Underground station is Canary Wharf which is 15 minutes' walk from the venue. Westferry DLR Station is a few minutes' walk from the venue.
We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply with this requirement may be removed from the meeting.
We do not permit large bags, other large items, cameras or recording equipment at the meeting. We would be grateful if you could ensure that you have switched off any mobile phones or other electronic communication devices before the meeting begins.
We thank you in advance for your co-operation.
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