AGM Information • Nov 18, 2016
AGM Information
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If you are in any doubt as to any aspect of the proposals in this document or the action you should take, you are recommended to seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in JRP Group plc, please forward 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 arranged for onward transmission to the purchaser or transferee.
7 DECEMBER 2016
Switchboard: 01737 233296 www.jrpgroup.com Registered Office: Vale House, Roebuck Close, Bancroft Road, Reigate, Surrey RH2 7RU Registered in England and Wales number 8568957
18 November 2016
Dear Shareholder
The purpose of this letter is to provide you with details of the general meeting of the Company (the 'General Meeting') which is to be held at 5th Floor, 110 Bishopsgate, London, EC2N 4AY on 7 December 2016 at 12:00 noon.
Following the successful merger with Partnership Assurance Group plc, the Company changed its accounting reference date from 30 June to 31 December. As a result, the next annual general meeting of the Company will be held in May 2017 (the '2017 AGM'). However, certain authorities granted to the directors at the Company's annual general meeting held on 23 November 2015 will expire on 31 December 2016, and the General Meeting is being convened to seek your approval to renew such authorities until the end of the 2017 AGM. The formal notice of General Meeting (the 'Notice of General Meeting') is set out on pages 5 to 7 and explanatory notes on the resolutions to be proposed are given on the following pages.
Whether or not you propose to attend the General Meeting, please complete and submit the enclosed form of proxy (the 'Form of Proxy') or, alternatively, submit an electronic proxy appointment instruction in accordance with the notes to the Notice of General Meeting. To be valid, the Form of Proxy or electronic proxy appointment instruction must be received at the address for delivery specified in the notes by no later than 12:00 noon on 5 December 2016. Appointment of a proxy will not preclude you from attending and voting at the General Meeting in person if you wish to do so.
In line with best practice, voting on each of the five resolutions to be proposed at the General Meeting will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares held.
Resolution 1 to renew the authority to make political donations and expenditure:
Part 14 of the Companies Act 2006 (the 'Act') restricts companies from making donations to political parties, other political organisations or independent election candidates and from incurring political expenditure, in each case without shareholders' consent. It is not proposed or intended to alter the Company's policy of not making such donations or incurring such expenditure. However, it may be that some of the activities of the Company and its subsidiaries may fall within the potentially broad definitions used in the Act and, without the necessary authorisation, this could inhibit the Company's ability to communicate its views effectively to political audiences and to relevant interest groups. Accordingly, the Company believes that the authority contained in Resolution 1 is necessary to allow it and its subsidiaries to fund activities which are in the interests of shareholders that the Group should support. Such authority will enable the Company and its subsidiaries to be sure that they do not unintentionally commit a technical breach of the Act. Resolution 1 does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. Any political donation or expenditure which may be incurred under authority of this resolution will be disclosed in the Annual Report and Accounts for the 18 months ending 31 December 2016. It is the Company's intention to seek renewal of this authority on an annual basis. If passed, the authority will expire at the conclusion of the 2017 AGM or on 30 June 2017, whichever is the earlier.
The Directors currently have authority to allot ordinary shares in the capital of the Company and to grant rights to subscribe for or convert any securities into shares in the capital of the Company. This authority is due to expire on 31 December 2016. The guidelines of the Investment Association ('IA') (formerly the Investment Management Association) on directors' authority to allot shares state that IA members will regard as routine an authority to allot up to two thirds of the Company's existing issued share capital, provided that any amount in excess of one third of the Company's existing issued share capital is applied to fully pre-emptive rights issues only. The Board considers it appropriate that the Directors should continue to have this authority to allot shares in the capital of the Company. In light of the IA's guidelines, this would mean authorising the Directors to allot ordinary shares in the capital of the Company up to a maximum aggregate nominal amount of £62,191,405 (representing approximately two thirds of the Company's issued ordinary share capital as at 16 November 2016, being the last practicable date before publication of this document); of this amount, £31,095,702 (representing approximately one third of the Company's issued ordinary share capital as at 16 November 2016, being the last practicable date before publication of this document) can be allotted pursuant to a rights issue.
If passed, the authority will expire at the conclusion of the 2017 AGM or on 30 June 2017, whichever is the earlier. The Directors have no present intention of exercising this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. The Company did not hold any shares in treasury as at 16 November 2016, being the last practicable date before publication of this document.
Resolution 3 (special resolution) to renew the power to disapply pre-emption rights:
If the Directors wish to allot new ordinary shares and other equity securities (within the meaning of the Act), or sell treasury shares, for cash (other than in connection with an employees' share scheme), company law requires that these shares are offered first to existing shareholders in proportion to their existing holdings. There may be circumstances, however, when it is in the interests of the Company to be able to allot new equity securities or sell treasury shares, for cash other than on a pre-emptive basis. The Directors have no present intention of exercising the authority in Resolution 3, but consider it appropriate to allow the Company flexibility to finance business opportunities by the issue of shares or sale of treasury shares, 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. The purpose of Resolution 3 is to authorise the Directors to allot new ordinary shares or other equity securities pursuant to the authority given in Resolution 2, 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 value of £4,664,355 (representing 5 per cent of the total issued share capital of the Company as at 16 November 2016, being the last practicable date before publication of this document), in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.
Such authority, if given, will expire at the conclusion of the 2017 AGM or on 30 June 2017, whichever is the earlier.
Resolution 4 (special resolution) to grant additional power to disapply pre-emption rights:
The purpose of Resolution 4 is to authorise the Directors to allot new ordinary shares or other equity securities pursuant to the authority given in Resolution 2, or sell treasury shares, for cash, up to an aggregate nominal value of £4,664,355 (representing 5 per cent of the total issued share capital of the Company as at 16 November 2016, being the last practicable date before publication of this document), without the shares first being offered to existing shareholders in proportion to their existing holdings. Such authority shall be granted in addition to the authority in Resolution 3. However, this additional authority is to be used only in connection with financing, or refinancing (if the authority is used within six months after the original transaction) an acquisition or specified capital investment (of a kind contemplated by the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
Such authority, if given, will expire at the conclusion of the 2017 AGM or on 30 June 2017, whichever is the earlier.
The Company intends to adhere to the provisions in the Pre-emption Group's Statement of Principles, as updated in March 2015, and not allot shares or other equity securities or treasury shares for cash on a non pre-emptive basis pursuant to the authority in Resolutions 3 and 4, in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period without prior consultation with the Company's shareholders, other than in connection with an acquisition or specified capital investment (of a kind contemplated by the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The Directors have no present intention of exercising this authority, but consider it desirable to have the flexibility to use it should opportunities arise.
Resolution 5 (special resolution) to renew the authority to purchase Company shares:
Shareholders' approval is sought for the renewal of the Company's authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the maximum number of shares that could be purchased to 93,287,108 (representing approximately 10% of the Company's issued share capital as at 16 November 2016, being the last practicable date before publication of this document) and sets minimum and maximum prices at which shares may be purchased by the Company under this authority. If approved, the authority will expire at the conclusion of the 2017 AGM or on 30 June 2017, whichever is the earlier. The Directors have no present intention of exercising this authority. The authority would be exercised only if the Directors believed that to do so would have a positive effect on earnings per share and would be in the interests of the Company and of its shareholders generally. Any purchases of ordinary shares would be by means of market purchases on a recognised investment exchange.
A listed company purchasing its own shares may hold those shares in treasury and make them available for re-sale as an alternative to cancelling them. Accordingly, if this resolution is passed, the Company will have the option of holding, as treasury shares, any of its own shares that it purchases pursuant to the authority conferred. This would give the Company the ability to sell treasury shares quickly and cost-effectively and provide the Company with additional flexibility in the management of its capital base. No dividends are paid on, and no voting rights are attached to, shares held in treasury. The Company did not hold any shares in treasury as at 16 November 2016, being the last practicable date before publication of this document, but it is intended that any shares which are purchased under this authority will be held in treasury, rather than being cancelled.
The Company had options and awards outstanding over 31,879,513 ordinary shares, representing 3.42% of the Company's issued share capital, as at 16 November 2016, being the last practicable date before publication of this document. If the authority conferred by Resolution 5 were to be exercised in full, these outstanding options and awards would represent 3.8% of the issued share capital of the Company.
The Directors consider that all the resolutions to be put to the General Meeting 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 proposed resolutions as they intend to do in respect of any shares they hold in the Company.
Yours faithfully
Dr. Chris Gibson-Smith Chairman 18 November 2016
Notice is hereby given that the General Meeting of JRP Group plc will be held at 5th Floor, 110 Bishopsgate, London, EC2N 4AY on 7 December 2016 at 12:00 noon to consider and, if thought fit, pass the following resolutions:
Resolutions 1 and 2 will be proposed as ordinary resolutions. Resolutions 3 to 5 will be proposed as special resolutions.
For the purposes of this authority the terms ''political donation'', ''political parties'', ''independent election candidates'', ''political organisation'' and ''political expenditure'' have the meanings given by sections 363 to 365 of the Act.
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, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
such authorities to expire at the end of the 2017 AGM (or, if earlier, on 30 June 2017), but, in each case, so that the Company may make offers and enter into agreements before the authorities expire which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of these authorities and the Directors may allot shares or grant rights to subscribe for or convert any security into shares under any such offer or agreement as if such authorities had not expired.
3.THAT, in substitution for all authorities and subject to the passing of Resolution 2, the Directors be generally empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560(1) of the Act) in the Company for cash pursuant to the authorities conferred by Resolution 2 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Act. This power:
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, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10 pence;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
By Order of the Board:
Simon O'Hara Group Company Secretary 18 November 2016
Registered Office: Vale House Roebuck Close Bancroft Road Reigate Surrey RH2 7RU
Registered in England and Wales number 8568957
The appointment of a proxy in each case must formally be received by the Company's registrar by no later than 12:00 noon on 5 December 2016 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).
6.To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The deadline for receipt of proxy appointments (see note 5) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If the Company is unable to determine which is last sent, the one which is last received shall
be so treated. If the Company is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of the relevant share(s).
As the Company does not hold any shares in treasury, the total voting rights in the Company as at 16 November 2016, being the last practicable date before publication of this document, were 932,871,083.
Merrill Corporation Ltd, London 16ZCR18003
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