AGM Information • Oct 10, 2017
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should consult a person authorised under the Financial Services and Markets Act 2000, if you are within the United Kingdom, or a person licensed to carry on investment business in accordance with the Financial Services Act 2008, if you are within the Isle of Man and, in either case, who specialises in advising on the acquisition of shares and other securities.
If you have sold or otherwise transferred all of your shares, please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
(incorporated in the Isle of Man with company number 113389C)
Directors: Mr P P C Gregory Dr L S Polonsky CBE Mr G S Marr Mr T N Davies Mr M Dyson Mr A C Frepp Mr M A L Polonsky (Alternate) Registered Office: Harbour Court Lord Street Box 192 Douglas IM99 1QL
10th October 2017
Dear Shareholder,
The Directors of Hansard Global plc (the "Company") wish to take the opportunity at the forthcoming annual general meeting (the "Annual General Meeting"), notice of which appears in the document accompanying this letter, to propose the items of business summarised below. I set out below reasons why these proposals will be put to Shareholders.
If you would like to vote on the resolutions, but you are unable to attend the Annual General Meeting, please complete the proxy form attached to this notice and return it to the Isle of Man office of the Company's share registrars, Capita Registrars (Isle of Man) Limited, Clinch's House, Lord Street, Douglas, Isle of Man, IM99 1RZ by no later than 11.00 am on 6th November 2017.
The Company considers employee share ownership to be a key part of the Company's overall remuneration strategy and which enables the Company to align the interests of employees and shareholders, and to recruit, retain and motivate employees at all levels within the group.
The Company is therefore seeking shareholders' approval to renew the Plan which was first approved by shareholders and adopted by the Company's board of directors in November 2007 and is otherwise due to expire in November 2017. The Plan is a tax advantaged Plan for the purposes of HM Revenue & Customs. The Company is also seeking shareholders' approval for the Plan to be operated for the benefit of employees overseas.
A copy of the rules of the Plan will be available for inspection during normal business hours on Monday to Friday each week (public holidays excepted) at the Company's Registered Office: Harbour Court, Lord Street, Douglas IM99 1QL, Isle of Man and at the offices of Panmure Gordon (UK) Limited, 3rd Floor, One New Change, London, EC4M 9AF, from the date of this document up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from 15 minutes before start of the meeting until the close of the meeting.
A description of the principal features of the Plan are summarised in Appendix A to this Notice.
The approval of Shareholders is sought for the Company to be authorised to purchase its own shares, within the limits set out in the attached notice, until whichever is the earlier of: (i) the conclusion of the Annual General Meeting in 2018 or (ii) 15 months after the date on which the proposed resolution is passed.
Shares will only be repurchased under the authority granted pursuant to this resolution if the Directors consider such purchases to be in the best interests of Shareholders generally. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, the constitution of the Company's existing shareholder base, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.
The Directors' authority to allot shares will expire on 8th November 2017 and it is proposed to renew this authority for the period commencing 8th November 2017 and ending on the date of the Company's next annual general meeting in 2018 or (if earlier) 15 months following the Annual General Meeting, subject to this authority being limited to 6,000,000 ordinary shares (being approximately 4.4% of the issued share capital of the Company).
In accordance with the Articles of Association the Directors will each retire and seek reelection at the Annual General Meeting. The Board believes that the performance of the Directors continues to be effective and that they continue to demonstrate commitment to their roles. The Company therefore also considers each of the independent Directors to be an effective Director. None of the independent Directors seeking re-election have any existing or previous relationship with the Company, or its Board, nor any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of Listing Rule 13.8.17R(2).
Under the Listing Rules, independent Directors are required to be elected or re-elected by a majority of votes cast by independent shareholders as well as by a majority of votes cast by all shareholders. Therefore the votes cast by independent shareholders and all shareholders will be calculated separately and the relevant resolution will only be passed if a majority of votes cast by independent shareholders are in favour, in addition to a majority of votes cast by all shareholders being in favour. In the event that this formulation results in a resolution not being passed, another vote will be organised after 90 days. The resolutions impacted by the dual voting structure at the meeting are Resolutions 5 and 8.
Copies of the rules of the Plan will be available at the Company's registered office and at the offices of Panmure Gordon (UK) Limited, 3rd Floor, One New Change, London, EC4M 9AF during usual business hours on week days (Saturdays and public holidays excluded) until the date of the meeting and at the place of the general meeting for at least 15 minutes prior to, and during, the meeting.
Copies of the Company's Articles of Association will be available for inspection at the Company's registered office, the address of which appears above, during usual business hours on weekdays (Saturdays and public holidays excluded) until the conclusion of the Company's Annual General Meeting to be held on 8th November 2017. Alternatively, a copy may be obtained by contacting the Company Secretary at the above address; by telephoning (00 44) 1624 688000.
As required by the Listing Rules the Company confirms that it has in place an Agreement with Dr Polonsky CBE, as a controlling shareholder. It is available for inspection in the same way as the Company's Articles of Association.
The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole. The Board will be voting in favour of the said resolutions and they unanimously recommend that you do so as well.
Yours faithfully,
Philip Gregory Chairman
The following is a summary of the principal terms of the Plan, which is a renewal of the Hansard Global Sharesave Option Plan which was approved by shareholders and adopted on 19 November 2007.
The operation of the Plan will be supervised by the board of directors of the Company or an authorised committee of the board of directors (the "Board").
The Plan is a UK tax advantaged share option plan and is intended to comply with the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 ("Schedule 3") and be approved by the Assessor of Income Tax in the Isle of Man, for the purposes of the Isle of Man Income Tax Acts.
The Plan will operate over ordinary shares in the capital of the Company ("Shares").
All Isle of Man and UK employees and full-time directors of the Company and any participating subsidiary of the Company may participate in the Plan. However, the Board may set a qualifying period of continuous employment which cannot exceed five years for eligibility. When the Plan is operated, all eligible employees must be invited to participate. In addition, the Board may at its discretion offer participation to any other employees.
Under the Plan, participants are granted an option over Shares and must enter into a savings contract in connection with the option, to save between £5 and £500 (per month by deduction from their salary. Shares can only be acquired with the amount saved (plus any interest or bonus, if the Board so decides).
The Board will set the option price which must not be less than 80% of the market value (of a Share either on the date of the invitation or the date specified in the invitation (calculated by reference to the mid-market closing price on the business day before the date of grant (or such other date determined by the Board, including for the avoidance of doubt, the day prior to the date of invitation) or, if the Board decides, the average market value over up to three preceding business days of such date or such other value as is agreed with HM Revenue & Customs), or not less than the nominal value of a Share, if new issue Shares are to be used to satisfy options.
Invitations to participate in the Plan and options may only be granted within a 42 day period starting
The Plan will cease to operate in ten years, or earlier if the Board so decides.
The Board may impose a limit on the number of Shares over which options may be granted in which case applications from employees may be scaled back.
Options will normally be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. The number of Shares over which an option is granted will be such that the total option price payable for those Shares will normally correspond to the proceeds on maturity of the related savings contract.
The savings contract will generally mature three or five years after the start of the savings contract and normally options can only be exercised six months after maturity. Options may, however, be exercised early to the extent of the savings made, in certain circumstances. These include, for example, an employee leaving service because of injury, disability, death, retirement or redundancy, or where the company or business for which he works ceases to be controlled by the Company or leaves the Hansard group. On cessation of employment for other reasons, options will normally lapse.
Rights to exercise options early for a limited period can also arise if another company acquires control of the Company as a result of a takeover or upon a scheme of arrangement or becomes bound or entitled to acquire Shares under compulsory acquisition provisions (or on certain other corporate reorganisations). An option may be exchanged for an option over Shares in the acquiring company if the participant so wishes and the acquiring company agrees.
If the Company passes a resolution for a voluntary winding-up, any subsisting option must be exercised within a period of up to six months of the passing of that resolution, or it lapses.
The total number of Shares allocated in the previous ten years under the Plan and any other employee share plan operated by the Company, added to commitments to issue new Shares on any one day, may not exceed 10% of the issued share capital of the Company immediately before that day. This limit does not include rights to Shares which have lapsed or been surrendered. The limit includes any Shares transferred out of treasury, but only for as long as the Investment Association requires treasury shares to be included.
In the event of any variation in the Company's share capital, the Board may make such adjustment as it considers appropriate to the number of Shares under option and/or the price payable on the exercise of an option.
The Board may amend the Plan as it considers appropriate, however HM Revenue & Customs must be notified where the changes are to "key features" of the Plan (features which are relevant to the Plan qualifying under Schedule 3).
In addition, prior approval of shareholders in general meeting will be required in respect of amendments that are to the material advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of Shares, the basis for determining a participant's entitlement to, and the terms of, the Shares to be acquired and the adjustment of options.
The Board can without shareholder approval:
of
(the "Company")
Notice is hereby given that the Annual General Meeting of the Company will be held on 8th November 2017 in the Board Room, Harbour Court, Lord Street, Douglas, Isle of Man, IM99 1QL at 11.00 am for the transaction of the following business:
| that the Company's financial statements for the year ended 30th June 2017, together with the Directors' report and auditor's report on those financial statements be and they are hereby received and adopted. |
|---|
| that the Remuneration Report of the Board of Directors for the year ended 30th June 2017 be and is hereby approved. |
| that a final dividend for the year ended 30th June 2017 of 5.3 pence per ordinary share in the capital of the Company be and is hereby declared payable on 16th November 2017 to shareholders registered in the books of the Company on 6th October 2017. |
| that Dr L S Polonsky CBE be and is hereby re-appointed as a Director of the Company. |
| that Mr M Dyson be and is hereby re-appointed as a Director of the Company. |
| that Mr P P C Gregory be and is hereby re-appointed as a Director of the Company. |
| that Mr G S Marr be and is hereby re-appointed as a Director of the Company. |
| that Mr A C Frepp be and is hereby re-appointed as a Director of the Company. |
| that Mr T N Davies be and is hereby re-appointed as a Director of the Company. |
| that Mr M A L Polonsky be and is hereby re-appointed as an Alternate Director of the Company (being an alternate for Dr L S Polonsky CBE). |
| that PricewaterhouseCoopers LLC, Isle of Man be and they are hereby appointed as auditor of the Company from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company and that the Directors be and they are hereby authorised to determine their remuneration. |
By order of the Board
S J Bland Company Secretary Dated: 10th October 2017
In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 9th October 2017, which is the latest practicable date before the publication of this document, is 137,444,792. On a vote by show of hands every member who is present has one vote and every proxy present who has been duly appointed by a member entitled to vote has one vote. On a poll vote every member who is present in person or by proxy has one vote for every ordinary share of which he is the holder.
Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at close of business on 6th November 2017 or, if the meeting is adjourned, at close of business two days prior to the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.
Members may vote electronically, by no later than 11.00 am on 6th November 2017, by visiting www.signalshares.com. They will be asked to enter the Investor Code shown on their share certificate or dividend tax voucher and to agree to certain terms and conditions.
9
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCO's specifications and must contain information required for such instructions, as described in the CREST Manual. The message must 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. 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 Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCO 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 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.
Hansard Global plc (the "Company")
I/We
of
being (a) member(s) of the Company hereby appoint:
whom failing the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held in the Board Room, Harbour Court, Lord Street, Douglas, Isle of Man, IM99 1QL on 8 November 2017 at 11.00 am and at any adjournment thereof.
I/We request such proxy to vote on the following resolutions as indicated below:
(Please write in numerical figures how many shares you wish to vote. If you would like all of your shares to be voted you may mark the relevant box with an "X")
Please tick here if this proxy appointment is one of multiple appointments being made:
| For | Against | Vote Withheld |
||
|---|---|---|---|---|
| Ordinary Resolution 1 | to receive and adopt the 2017 Annual Report and Accounts and the auditor's report thereon. |
|||
| Ordinary Resolution 2 | to approve the Remuneration Report for the year ended 30th June 2017. |
|||
| Ordinary Resolution 3 | to declare the final dividend of 5.3 pence per ordinary share for the year ended 30th June 2017. |
|||
| Ordinary Resolution 4 | to re-appoint Dr L S Polonsky CBE as a Director. | |||
| Ordinary Resolution 5 | to re-appoint Mr M Dyson as a Director. | |||
| Ordinary Resolution 6 | to re-appoint Mr P P C Gregory as a Director. | |||
| Ordinary Resolution 7 | to re-appoint Mr G S Marr as a Director. | |||
| Ordinary Resolution 8 | to re-appoint Mr A C Frepp as a Director. | |||
| Ordinary Resolution 9 | to re-appoint Mr T N Davies as a Director. | |||
| Ordinary Resolution 10 | to re-appoint Mr M A L Polonsky as an Alternate Director (alternate to Dr L S Polonsky CBE). |
|||
| Ordinary Resolution 11 | to re-appoint PricewaterhouseCoopers LLC, Isle of Man as auditor and to authorise the Directors to determine their remuneration. |
| Ordinary Resolution 12 | that the Rules of the Hansard Global Sharesave Option Plan 2017 (the "Plan"), the principal features of which are summarised in Appendix A to this Notice (and a copy of which will be produced to the Annual General Meeting), be approved and the board of directors be authorised to: |
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|---|---|---|---|
| (a) do all such other acts and things as they may consider appropriate to implement the Plan; and |
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| (b) establish such further plans for the benefit of employees overseas based on the Plan, subject to such modifications as may be necessary or desirable to take account of overseas securities laws, exchange control and tax legislation, provided that any ordinary shares of the Company made available under such further plans are treated as counting against any limits on individual participation, or overall participation in the Plan. |
| For | Against | Vote Withheld |
||
|---|---|---|---|---|
| Ordinary Resolution 13 | to renew the Company's authority to purchase its own shares. |
|||
| Special Resolution 14 | to renew the Directors' authority to allot shares and disapply pre-emption rights. |
Signature:
Dated
Joint Holders (if any):
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