Pre-Annual General Meeting Information • Jun 8, 2017
Pre-Annual General Meeting Information
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Friday 14 July 2017 at 12.00 noon at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London, EC2V 7WS
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.
If you have sold or transferred all of your ordinary shares in NewRiver REIT plc you should pass this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.
(a company incorporated in England & Wales with registered number 10221027)
Directors: Paul Roy (Chairman) David Lockhart Allan Lockhart Mark Davies Kay Chaldecott Alastair Miller
Registered office: 37 Maddox Street London W1S 2PP 8 June 2017
This document contains the Notice of the first Annual General Meeting ("AGM" or "Annual General Meeting") of NewRiver REIT plc (the "Company") and the resolutions to be proposed at the AGM (the "Resolutions"), which is to be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS on 14 July 2017 at 12 noon. The Board will be available after the meeting to meet shareholders and answer questions. Enclosed with this document is a Form of Proxy for use in connection with the AGM.
Details of the items of business to be proposed at the Annual General Meeting are set out below.
Resolution 1 – The Directors' Report, Auditor's Report and Financial Statements Resolution 1 relates to the Directors' Report and the Auditor's Report and the Financial Statements for the year ended 31 March 2017.
The Company is required to put an ordinary resolution to shareholders to consider and adopt the Report of the Directors, the
Resolution 2 is an ordinary resolution to approve the Annual Remuneration Report, other than the part containing the proposed Directors' Remuneration Policy on pages 81 to 91 contained within the Company's 2017 Annual Report, and states how the Company has remunerated its directors. Section 439 of the Companies Act 2006 requires UK-incorporated listed companies to put their Annual Remuneration Report to an advisory vote. As the vote is advisory, it does not affect the actual remuneration paid to any individual Director. The Annual Remuneration Report is set out in full on pages 78 to 101 of the 2017 Annual Report.
Resolutions 3 to 8 deal with the re-election of the Directors. Chris Taylor stood down as a director on 9 April 2017. All current Directors of the Company are putting themselves forward for re-election, in line with the requirements of the UK Corporate Governance Code. An externally facilitated performance review of all Directors was carried out in early 2017. Following that, the Board considers that each Director continues to make a valuable contribution to the Board's deliberations and continues to demonstrate the requisite level of commitment. Biographies of each Director can be found on pages 64 to 65 of the Company's 2017 Annual Report.
Deloitte LLP ("Deloitte") has expressed its willingness to continue as the Company's auditor. Resolution 9 proposes Deloitte's re-appointment and Resolution 10 authorises the Audit Committee to determine the corresponding remuneration.
As a member of the FTSE250, the Company is obliged to put its forward-looking Directors' Remuneration Report to a binding vote every three years. This is the first year the Company has had to do this and, as part of its process when drafting the policy, the Company consulted with shareholders representing 63% of its share register and established that shareholders representing 57% of the Company's share register were in favour of the policy.
This Resolution will be proposed as an ordinary resolution and it empowers the Directors for the purposes of section 551 of the Companies Act 2006 to allot new shares and grant rights to subscribe for, or convert other securities into, shares of the Company up to £779,916 in nominal amount, being one-third of the total issued share capital of the Company (excluding any shares held in treasury), as at 1 June 2017,(being the latest practicable date prior to the publication of this Notice). If the resolution is passed, the authority will expire on 14 October 2018 or at the end of the Company's Annual General Meeting in 2018, whichever is the earlier.
Under current UK institutional shareholder guidance, a UK listed company may seek authority to issue further shares up to two-thirds of its current issued share capital for a fully pre-emptive rights issue. While the Company has no present intention to issue further ordinary shares other than in connection with the Company's proposed scrip dividend scheme, the share option schemes operated by the Company and upon exercise of its warrants, the Directors believe that it should have the flexibility to issue the additional shares should the right circumstances present themselves to warrant such an issue.
Resolution 13 will empower the Directors to allot shares of the Company and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale:
If the resolution is passed, the authority will expire on 14 October 2018 or at the end of the Company's annual general meeting in 2018, whichever is the earlier.
The Company intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 13:
Resolution 14 will empower the Directors, in addition to the authority to be granted pursuant to Resolution 13, to allot shares of the Company and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale and is:
The Directors confirm that they will only allot shares pursuant to this authority where the allotment is in conjunction with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or sale, or which has taken place in the preceding six months period and is disclosed in the announcement of the allotment or sale.
If the resolution is passed, the authority will expire on 14 October 2018 or at the end of the Company's Annual General Meeting in 2018, whichever is the earlier.
In line with the Investment Association's Share Capital Management Guidelines this authority to disapply the statutory pre-emption rights in respect of a share issue or sale of treasury shares connected with an acquisition or capital investment is being presented as separate resolution from Resolution 13.
Under this Resolution, the Company will be given power to make purchases in the market of its own ordinary shares provided that (i) the maximum number of shares which may be purchased is up to 23,858,853 being approximately 10% of the total issued share capital in issue as at 1 June 2017, being the latest practicable date prior to this Notice of Meeting, (ii) the minimum price which may be paid for a share is one pence; and (iii) the maximum price which may be paid for a share is an amount equal to the higher of (a) 105% of the average of the mid-market quotations for a share for the five business days immediately preceding the date on which any share is purchased or (b) the higher of the price of the last independent trade and the highest current bid on the trading venue where the purchase is carried out. If the resolution is passed, the authority will expire on 14 October 2018 or at the end of the Company's annual general meeting in 2018, whichever is the earlier.
As at 31 May 2017 (being the latest practicable date prior to the publication of this Notice) there were options and deferred bonus shares outstanding in respect of 5,205,841 ordinary shares, in aggregate. In addition, there were warrants outstanding over 376,849 ordinary shares once converted.
If the outstanding options, deferred bonus shares and warrants were exercised and converted, they would represent 2.46% of the 238,588,536 ordinary shares of the Company in issue as at 14 July 2017, the date of the AGM. If the buyback authority was exercised in full, that percentage would be 2.73% of the reduced share capital of 214,729,683 ordinary shares of the Company.
The Directors consider it desirable and in the Company's interests for shareholders to grant to the Company authority to exercise this power, within the limits set out above, 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 the net asset value per share of the Company.
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 Articles of Association of the Company, the Company may, with the prior authority of an ordinary resolution of the Company, offer shareholders of the Company who have elected to receive them paid up ordinary shares instead of cash in respect of all or part of a dividend or dividends of the Company. The Company has decided to introduce a scrip dividend scheme with effect from the second quarterly dividend payment to be declared and paid later in the year.
Under a scrip dividend scheme, shareholders who elect to do so will be able to receive ordinary shares in the Company in lieu of future cash dividends. The ordinary shares to be issued pursuant to the scrip dividend scheme will be valued at their middle market quotation as derived from the Daily Official List of the London Stock Exchange plc on the last practicable business day before the relevant election notice is sent to shareholders. In addition to the benefit for shareholders of allowing them to increase their shareholdings without incurring costs (such as stamp duty or dealing costs), a scrip dividend scheme will allow the Company to retain the proceeds which would otherwise be paid out as dividends.
Voting in favour of this resolution will not prevent you, should you so wish, from electing to receive your dividends in cash in any of the next three years in which a scrip dividend alternative is offered.
Further information in relation to the scrip dividend scheme is included within the Scrip Dividend Scheme Booklet enclosed.
In line with Investment Association guidelines, the authority contained in Resolution 16 is sought for three years.
Under the Articles of Association of the Company, the Company may call a general meeting, which is not an Annual General Meeting, on 14 clear days' notice. Section 307A of the Companies Act 2006 in addition requires the Company to pass a special resolution on an annual basis in order to convene general meetings, other than the Company's annual general meeting, on 14 clear days' notice. The Directors believe that obtaining this authority is desirable and that it would give the Directors an additional degree of flexibility.
You will find enclosed with this document a Form of Proxy for use at the Annual General Meeting. Whether or not you propose to attend the AGM in person, you are requested to complete and return the form in accordance with its instructions so that it arrives no later than 12.00 noon on 12 July 2017. The completion and return of a Form of Proxy will not preclude you from attending the AGM and voting in person if you wish to do so.
Alternatively, you may submit your vote electronically via the Company's registrar's website, www.capitashareportal.com.
Copies of the Directors' service contracts and letters of appointment will be available for inspection during normal business hours on any weekday from the date of this Notice until the conclusion of the AGM at the Company's registered office. These documents will also be available for inspection at the place of the AGM for at least 15 minutes prior to, and during, the AGM.
The Board considers that the Resolutions to be proposed at the AGM are in the best interests of shareholders as a whole and unanimously recommends that shareholders vote in favour of such Resolutions, as the Directors intend to do, or procure to be done, in respect of their own beneficial holdings.
Yours sincerely
Paul Roy Chairman
(a company incorporated in England & Wales with registered number 10221027)
NOTICE IS HEREBY GIVEN THAT the First Annual General Meeting of NewRiver REIT plc (the "Company") will be held at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London, EC2V 7WS on 14 July 2017 at 12 noon for the purpose of considering and, if thought fit, passing the following resolutions:
Each of resolutions 1 – 10 are to be passed as ordinary resolutions.
To consider and, if thought appropriate, pass the following resolutions:
provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, on 14 October 2018 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
such authority to expire at the of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 14 October 2018) but, in each case, prior to its expiry 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
such authority to expire at the of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 14 October 2018) but, in each case, prior to its expiry 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
16.That, subject to the passing of Resolution 12 and in accordance with Article 156 of the Company's Articles of Association, the Directors' be and are hereby authorised, for the period of three years from the date of passing of this resolution, to offer to any holder of ordinary shares in the Company, the right to elect to receive ordinary shares credited as fully paid, instead of cash in respect of the whole (or part, to be determined by the Directors') of all or any dividend on such terms as the Directors' shall determine (subject to the terms provided in the Articles of Association of the Company) from time to time.
Dated: 8 June 2017 By order of the Board Matthew Jones Company Secretary NewRiver REIT plc, 37 Maddox Street, London, W1S 2PP
It is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on its website a statement setting out any matter relating to the audit of the Company's accounts that are to be laid before the AGM. 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 its website.
A copy of this notice of Annual General Meeting, and other information required by section 311A of the Companies Act 2006, can be found at the Company's website: www.nrr.co.uk.
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