Pre-Annual General Meeting Information • Mar 1, 2016
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
If you have sold or otherwise transferred all of your Shares, please pass this document (but not the accompanying Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee.
This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any security. This document does not constitute a prospectus or prospectus equivalent document. Any decision to acquire Shares under the Share Issuance Programme must be made only on the basis of the information contained in, and incorporated by reference into, the Prospectus of the Company which was published today. Copies of the Prospectus are available from the Company's registered office, 6-8 James Street, London W1U 1ED.
(Incorporated in England and Wales with registered number 08886906 and registered as an investment company under Section 833 of the Companies Act)
This document should be read as a whole. Nevertheless, your attention is drawn to the letter from your Chairman which contains a recommendation from the Board of the Company that you vote in favour of the Resolutions to be proposed at the General Meeting.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and for no-one else in connection with the Proposals, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Proposals.
Akur Limited ("Akur"), which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and for no-one else in connection with the Proposals, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Akur, nor for providing advice in connection with the Proposals.
Notice of the General Meeting to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU on 17 March 2016 at 1.00 p.m. is set out at the end of this document. The Proposals described in this document are conditional upon Shareholder approval of the Resolutions at the General Meeting.
Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and in any event so as to arrive by no later than 1.00 p.m. on 15 March 2016.
The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
| Page | |
|---|---|
| EXPECTED TIMETABLE |
3 |
| LETTER FROM THE CHAIRMAN |
4 |
| DEFINITIONS | 10 |
| NOTICE OF GENERAL MEETING |
13 |
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting |
1.00 p.m. on 15 March 2016 |
|---|---|
| Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Initial Open Offer or settlement of relevant CREST |
|
| instructions (as appropriate) |
11.00 a.m. on 16 March 2016 |
| General Meeting |
1.00 p.m. on 17 March 2016 |
| Other key dates | |
| Results of the General Meeting announced |
17 March 2016 |
Further dates relating to the Initial Placing, the Initial Open Offer and the Initial Offer for Subscription are set out on page 5 of the Securities Note.
The times and dates set out in the expected timetable and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the UKLA and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service. All references to times in this document are to London time unless otherwise stated.
(Incorporated in England and Wales with registered number 08886906 and registered as an investment company under Section 833 of the Companies Act)
Brenda Dean (The Rt Hon Baroness Dean of Thornton-le-Fylde) (Chairman) Paul Hadaway (Chief Executive Officer) Timothy Attlee (Chief Investment Officer) Michael Enright (Chief Finance Officer) Stephen Alston (Non-Executive Director) Jim Prower (Non-Executive Director) Stuart Beevor (Non-Executive Director)
Directors: Registered Office: 6-8 James Street London W1U 1ED
1 March 2016
To Shareholders
Dear Sir or Madam
As announced today, the Company is proposing to issue up to 165 million Shares pursuant to the Share Issuance Programme. Allotments and issuances of Shares under the Share Issuance Programme will be at the discretion of the Board and may take place at any time prior to the final closing date of 28 February 2017. Pursuant to the Share Issuance Programme, the Company is proposing to undertake an Initial Issue with a target size of £90 million. It is expected that Initial Admission will become effective and that dealings in the Shares issued pursuant to the Initial Issue will commence at 8.00 a.m. on 21 March 2016.
The Company has published the Prospectus today containing details of the Share Issuance Programme. The Prospectus is available on the Company's website (http://www.empiric.co.uk) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm and hard copies of the Prospectus can be obtained free of charge from the Company's registered office, 6-8 James Street, London W1U 1ED. Subject to certain exceptions, Shareholders in the United States and the other Excluded Territories will not be permitted access to the Prospectus. You should not subscribe for any Shares referred to in this document except on the basis of information contained in or incorporated by reference into the Prospectus.
In connection with the Share Issuance Programme, Resolutions will be put to the Shareholders at the General Meeting to:
(i) authorise the allotment of up to 165 million Shares pursuant to the Share Issuance Programme; and
(ii) disapply statutory pre-emption rights otherwise applicable to the allotment of Shares issued pursuant to the Share Issuance Programme such that the Shares do not first have to be offered to Shareholders in proportion to their shareholdings,
The Share Issuance Programme (including the Initial Issue) is therefore conditional upon the approval of the Resolutions at the General Meeting.
The background to, and the benefits of, the Proposals and the reasons why the Board is recommending that you vote in favour of the Resolutions at the General Meeting are set out below.
In particular, it is intended that all new Shares under the Share Issuance Programme will be issued at a premium to the prevailing Net Asset Value per Share, after the related costs have been deducted.
The Directors believe that, since the Company's initial public offering in June 2014, the Group has made excellent progress in successfully implementing its investment strategy by acquiring a diverse portfolio of high quality student accommodation properties (both operational and in development) in centrally situated locations in prime student cities and towns across the UK. These assets have been acquired at attractive net initial yields which the Board expects to generate good returns for the Group.
The Directors believe that the underlying fundamentals of the Group's market in modern premium student accommodation are solid reflecting increasing demand coupled with a supply shortage. Notwithstanding the introduction of tuition fees, the number of students studying in the UK has continued on a growth trend. In particular, following the removal of the cap on student numbers, in 2015/2016 the growth in numbers of international students is expected to accelerate, and it is international students together with post-graduates which comprise the Group's primary target market.
The Company's stated objective continues to be to grow the Property Portfolio to a target size of 10,000 beds. As at 31 December 2015, the Group had acquired or exchanged contracts on, in aggregate, 5686 beds in operation or under development.
The Company has a strong pipeline comprising a mix of operating properties and properties under development across multiple locations in the UK representing in aggregate over 4,000 beds1.
The Company is therefore launching the Share Issuance Programme to raise further equity funds which, when combined with available and proposed future debt, will allow the Group to acquire further student accommodation assets in order to achieve its stated objective.
As at 29 February 2016 (being the latest practicable date prior to the publication of this document), the Group has approximately £103.25 million of drawn debt financing (excluding the Group's share of joint venture debt) representing a loan to value ratio of 20.3 per cent. The Company is in negotiations to secure additional bank facilities in order to assist in financing the current pipeline as described above.
1 There can be no assurance that any of these pipeline projects will be completed or will be purchased or funded by the Company. The Company will, in any event, continue to evaluate other potential acquisitions in accordance with its investment policy.
The Directors believe that the Share Issuance Programme has the following principal benefits for Shareholders: AIII 3.4
The Share Issuance Programme will open on 1 March 2016 and close on 28 February 2017 (or any earlier date on which it is fully subscribed).
It is intended that the price at which Shares are issued on a non-pre-emptive basis under the Share Issuance Programme will always represent a premium to the prevailing Net Asset Value per Share, after the related costs have been deducted. The commissions and costs for each Tranche to be met by the Company will be capped at 2 per cent. of the gross proceeds of such Tranche.
The allotment of Shares pursuant to each Tranche of the Share Issuance Programme is at the discretion of the Directors and may take place at any time prior to the final closing date of 28 February 2017. An announcement of each issue of new Shares pursuant to the Share Issuance Programme will be released through a Regulatory Information Service, including details of the number of Shares issued and the applicable issue price. The Share Issuance Programme will be suspended at any time when the Company is unable to issue new Shares pursuant to the Share Issuance Programme under any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion.
Shares issued pursuant to the Share Issuance Programme will rank pari passu with the existing Shares then in issue (save for any dividends or distributions which are declared, made or paid by reference to a record date prior to the allotment of the relevant Shares).
The Company is targeting an initial issue of £90 million pursuant to the Initial Issue at an issue price of 107.5 pence per Share. The Initial Issue together consists of the Initial Placing, the Initial Open Offer and the Initial Offer for Subscription.
If the Initial Issue meets its target size of £90 million, it is expected that the Company will receive Net Proceeds of approximately £88.2 million from the Initial Issue.
The Initial Issue, which is not underwritten, is conditional upon inter alia:
If these conditions are not met, the Initial Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.
Application will be made to the UKLA for all of the Shares to be issued pursuant to the Initial Issue to be admitted to the premium listing segment of the Official List and for such Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Initial Admission will become effective and dealings will commence on 21 March 2016.
Shares will be issued in registered form and may be held either in certificated or uncertificated form and settled through CREST. It is expected that CREST accounts will be credited on 21 March 2016 in respect of Shares issued in uncertificated form and definitive share certificates in respect of Shares held in certificated form will be despatched by post in the week commencing 4 April 2016 or as soon as possible thereafter. Temporary documents of title will not be issued. Dealings in the Shares are expected to commence on 21 March 2016. Dealing in Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
The Directors intend to use the Net Proceeds to acquire investments in accordance with the Company's investment policy.
Should Resolution 1 be passed at the General Meeting, the Directors will have the authority to allot up to, in aggregate, 165 million Shares pursuant to the Share Issuance Programme (representing 42.9 per cent of the total ordinary share capital of the Company as at 29 February 2016 being the latest practicable date prior to the publication of this document). Such authority will expire on 17 March 2017.
In order for the Directors to issue Shares for cash pursuant to the Share Issuance Programme free of statutory pre-emption rights, such pre-emption rights must be disapplied. Shareholders are therefore being asked to approve, by way of Resolution 2 at the General Meeting, the disapplication of the statutory pre-emption rights in respect of the issue of up to 165 million Shares pursuant to the Share Issuance Programme (representing 42.9 per cent of the total ordinary share capital of the Company as at 29 February 2016 being the latest practicable date prior to the publication of this document). Such authority will expire on 17 March 2017.
The Directors recognise the importance of pre-emption rights to Shareholders. Accordingly, a substantial proportion of the Shares available under the Initial Issue are being initially offered to Qualifying Shareholders by way of the Initial Open Offer pursuant to which they will be entitled to apply for 1 Share for every 7 existing Shares held on the Record Date. Qualifying Shareholders may also apply under the Excess Application Facility for additional Shares in excess of their Basic Entitlement as further described in Part 2 of the Securities Note.
In considering the Resolutions to implement the Share Issuance Programme, Shareholders should take into consideration the following factors:
The issue price of the Shares issued on a non-pre-emptive basis under the Share Issuance Programme cannot be lower than the Net Asset Value per Share after related costs have been deducted. The issue price of such Shares will be calculated by reference to the latest published Net Asset Value per Share. Such Net Asset Value per Share is determined on the basis of the information available to the Company at the time and may be subject to subsequent revisions. Accordingly, there is a risk that, had such issue price been calculated by reference to information that emerged after the calculation date, it could have been greater or lesser than the issue price actually paid by the investors. If such issue price should have been less than the issue price actually paid, investors will have borne a greater premium than intended. If such issue price should have been greater than the issue price actually paid, investors will have paid less than intended and, in certain circumstances, the Net Asset Value of the Shares may have been diluted.
The Company is seeking to issue new equity in the future pursuant to the Share Issuance Programme or otherwise. While the Companies Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, such rights can be disapplied in certain circumstances, and will be disapplied in relation to the maximum amount of Shares that may be issued pursuant to the Share Issuance Programme. Where statutory pre-emption rights are disapplied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing.
The notice convening the General Meeting to be held at 1.00 p.m. on 17 March 2016 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU in connection with the Proposals is set out at the end of this document.
At the General Meeting, at which Shareholders may attend, speak and vote, the following Resolutions will be proposed:
In order to be passed, the Resolutions to be proposed at the General Meeting will require, in the case of Resolution 1, which is to be proposed as an ordinary resolution, the approval of Shareholders representing more than 50 per cent. of the votes cast at the General Meeting. In the case of Resolution 2, which is to be proposed as a special resolution, the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting will be required.
The Articles provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall on a show of hands have one vote and on a poll shall have one vote for each Share of which he is a holder.
The quorum for the General Meeting shall be two persons entitled to attend and to vote, each being a Shareholder or a proxy of a Shareholder or a duly authorised representative of a corporation which is a Shareholder. In the event that the General Meeting is adjourned and the above-mentioned quorum is not present, at such adjourned General Meeting the quorum shall be one.
The formal notice convening the General Meeting is set out on pages 14 to 16 of this document.
Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Submission of a Form of Proxy will enable your vote to be counted at the General Meeting, as the case may be, in the event of your absence. Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or deliver them by hand (during office hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so as to be received as soon as possible and in any event by no later than 1.00 p.m. on 15 March 2016.
If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing 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 ID 3RA50) by no later than 1.00 p.m. on 15 March 2016. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Form of Proxy and the Notice of General Meeting.
Shareholders are requested to complete and return a Form of Proxy or CREST Proxy Instruction (as applicable) whether or not they wish to attend the General Meeting. The return of a Form of Proxy or the submission of a CREST Proxy Instruction will not prevent Shareholders from attending the General Meeting or any adjournment thereof, and voting in person should they so wish.
Copies of the Prospectus, which supports the issue of Shares by the Company pursuant to the Share Issuance Programme, are available at http://www.empiric.co.uk and the Prospectus is available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until Initial Admission.
The Board considers that the Proposals are in the best interests of the Shareholders taken as a whole and accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Board intends to vote in favour of the Resolutions in respect of their holdings of Shares amounting to 2,697,561 Shares in aggregate (representing approximately 0.7 per cent. of the issued Share capital of the Company as at 29 February 2016).
Yours faithfully
The Rt Hon Baroness Dean of Thornton-le-Fylde (Chairman)
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| Admission | admission of any Shares to the premium listing segment of the Official List of the UKLA and admission of any Shares to trading on the main market for listed securities of the London Stock Exchange |
|---|---|
| Akur | Akur Limited |
| Application Form | the application form for use in connection with the Initial Offer for Subscription |
| Articles | the articles of association of the Company |
| Board | the board of directors of the Company |
| Business Day | a day on which the London Stock Exchange and banks in London are normally open for business |
| CREST | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Proxy Instructions | allowing holders of Shares in uncertificated form (that is, in CREST) to appoint a proxy by completing and transmitting a CREST Proxy Instruction |
| Companies Act | the Companies Act 2006 and any statutory modification or re enactment thereof for the time being in force |
| Company | Empiric Student Property Plc |
| Jefferies | Jefferies International Limited |
| Directors | the directors of the Company |
| Disclosure and Transparency Rules |
the disclosure and transparency rules made by the Financial Conduct Authority under Part VI of FSMA |
| Euroclear | Euroclear UK & Ireland Limited, being the operator of CREST |
| Excluded Territories | Australia, Canada, Japan or the Republic of South Africa |
| Executive Directors | together Paul Hadaway, Timothy Attlee and Michael Enright |
| Financial Conduct Authority or FCA |
the UK Financial Conduct Authority |
| Form of Proxy | the form of proxy provided with this document for use by Shareholders in connection with the General Meeting |
|---|---|
| FSMA | the Financial Services and Markets Act 2000 (as amended) |
| General Meeting | the general meeting of the Company to consider the Proposals, convened for 1.00 p.m. on 17 March 2016 or any adjournment thereof, notice of which is set out on pages 14 to 16 of this document |
| Gross Asset Value | the aggregate value of the total assets of the Company as determined in accordance with the accounting principles adopted by the Company from time-to-time |
| Group | the Company and the other companies in its group for the purposes of Section 606 of the Corporate Taxes Act 2010 |
| Initial Admission | Admission pursuant to the Initial Issue |
| Initial Issue | together, the Initial Placing, the Initial Open Offer and the Initial Offer for Subscription |
| Initial Offer for Subscription | the first offer for subscription of Shares pursuant to the Share Issuance Programme (and forming part of the Initial Issue) which is expected to close on or around 16 March 2016 |
| Initial Open Offer | the first conditional offer to qualifying Shareholders pursuant to the Share Issuance Programme, constituting an invitation to apply for new Shares, on the terms and subject to the conditions set out in the Prospectus which is expected to close on or around 16 March 2016 |
| Initial Placing | the first placing of Shares pursuant to the Share Issuance Programme (and forming part of the Initial Issue) which is expected to close on or around 16 March 2016 |
| Listing Rules | the listing rules made by the UKLA under section 74 of FSMA |
| London Stock Exchange | London Stock Exchange plc |
| Net Asset Value | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to time |
| Net Asset Value per Share | at any time the Net Asset Value attributed to the Shares divided by the number of Shares in issue (other than Shares held in treasury) at the date of calculation |
| Net Proceeds | the aggregate net cash proceeds of the issue of Shares pursuant to the Initial Issue (after deduction of all expenses and commissions relating to the Initial Issue and payable by the Company) |
| Notice of General Meeting | the notice of the General Meeting as set out on pages 14 to 16 of this document |
| Official List | the Official List maintained by the UKLA |
|---|---|
| Open Offer Application Form | the personalised application form on which qualifying non CREST Shareholders may apply for Shares under the Initial Open Offer |
| Property Portfolio | the current property portfolio of the Company as at the date of this document as set out in Part 2 of the Prospectus |
| Proposals | the approval of existing Shareholders to: |
| (i) authorise the allotment of up to 165 million Shares pursuant to the Share Issuance Programme; and |
|
| (ii) disapply statutory pre-emption rights otherwise applicable to the allotment of Shares issued pursuant to the Share Issuance Programme |
|
| Prospectus | the prospectus published by the Company on 1 March 2016 in connection with the Share Issuance Programme (comprising the Registration Document, the Securities Note and the Summary |
| Registration Document | the registration document dated 1 March 2016 issued by the Company in respect of the Share Issuance Programme |
| Regulatory Information Service | a regulatory information service approved by the Financial Conduct Authority and on the list of Regulatory Information Services maintained by the same |
| Resolutions | together, resolutions 1 and 2 as set out in the Notice of General Meeting and "Resolution" shall be construed accordingly |
| Securities Note | the securities note dated 1 March 2016 issued by the Company in respect of the Shares made available pursuant to the Initial Issue |
| Shareholder | a holder of Shares and Shareholders shall be construed accordingly |
| Shares | ordinary shares of £0.01 each in the capital of the Company |
| Share Issuance Programme Placing Agreement |
the agreement relating to the Share Issuance Programme and the issues thereunder (including the Initial Issue) dated 1 March 2016 entered into between the Company, the Executive Directors, Jefferies and Akur further details of which are set out at paragraph 9.1 of Part 8 of the Registration Document |
| Summary | the summary dated 1 March 2016 issued by the Company in respect of the Share made available pursuant to the Initial Issue |
| UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
| UKLA | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List |
|---|---|
| United States | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction |
| U.S. Person | any person who is a U.S. person within the meaning of Regulation S adopted under the U.S. Securities Act of 1933, as amended |
(Incorporated in England and Wales with registered number 08886906 and registered as an investment company under Section 833 of the Companies Act)
Notice is hereby given that a General Meeting of Empiric Student Property Plc (the "Company") will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU on 17 March 2016 at 1.00 p.m. to consider and, if thought fit, approve the following Resolutions, in the case of Resolutions 1 as an ordinary resolution and, in the case of Resolution 2, as a special resolution:
FIM Capital Limited Registered Office: Secretary 6-8 James Street
London W1U 1ED
These notes should be read in conjunction with the notes on the Form of Proxy.
Road, Bristol BS99 6ZY, or delivered by hand during office hours only to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE to be received as soon as possible and in any event by not later than 1.00 p.m. on 15 March 2016. Alternatively, you can vote or appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the Form of Proxy. The latest time for the submission of proxy votes electronically is 1.00 p.m. on 15 March 2016.
interests in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.