AGM Information • Mar 29, 2018
AGM Information
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Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield, Cheshire SK10 2XF on Wednesday 30 May 2018 at 12 noon. Attendees will be required to register on arrival prior to the start of the meeting. Further instructions will be notified to attendees by the Chairman of the meeting prior to and during the course of the meeting. Please note that the building is wheelchair accessible.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Bodycote plc (the Company), please forward this document together with the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale was effected without delay, for delivery to the purchaser or transferee. If you have sold some but not all of your shares, please contact your stockbroker, bank or other agent through whom the sale was effected without delay for advice as to how to proceed. Shareholders may, as an alternative, register a proxy electronically on the Company registrar's website at www.Sharevote.co.uk. To be valid, the Form of Proxy or registration of your proxy electronically, in accordance with the instructions printed thereon, must be lodged by post or by hand with the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA during normal office hours, no later than 48 hours before the time of the meeting.
Bodycote plc Registered in England and Wales No 519057
Registered Office: Springwood Court, Springwood Close Tytherington Business Park Macclesfield Cheshire SK10 2XF
28 March 2018
From the Chairman, Ms Anne C. Quinn
As you will see from the notice of the Annual General Meeting of the Company, to be held on 30 May 2018, in addition to the ordinary business to be transacted at the meeting, your Board is proposing 5 items of special business, as set out in resolutions 14 to 18.
The ordinary business of the meeting will include proposals to re-elect each of the Directors, in line with the UK Corporate Governance Code and to approve the annual remuneration report. Further explanation of the ordinary business of the Annual General Meeting is set out on pages 2 and 3 of this notice.
The special business relates to the renewal of the authority for Directors to allot shares, the renewal of the authority for Directors to allot shares on a non-pre-emptive basis, the renewal of authority for the Company to purchase its own shares, and the renewal of authority for the Company to call General Meetings on 14 days' notice.
Your Board believes that the resolutions to be proposed are all in the best interests of the Company and its shareholders as a whole and accordingly recommend that you vote in favour of them. You will find enclosed a Form of Proxy which, to be effective, you should please complete in accordance with the instructions given and return so as to reach the Company's registrar as soon as possible but in any event not later than 48 hours before the time of the meeting. The completion of the form of proxy will not prevent you from attending the meeting in person if you wish to do so.
Yours sincerely,
Chairman
NOTICE IS HEREBY GIVEN that the 65th annual general meeting of BODYCOTE PLC will be held at Springwood Court, Springwood Close, Tytherington Business Park, Macclesfield, Cheshire SK10 2XF on Wednesday 30 May 2018, at 12 noon for the following purposes:
To consider and, if thought fit, to pass the following resolutions, of which resolution 14 will be proposed as an ordinary resolution and resolutions 15 to 18 will be proposed as special resolutions:
be empowered pursuant to section 573 of the Act to sell ordinary shares (as defined in section 560 of the Act) held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:
(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) 105% of the average middle market quotation for ordinary shares as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the London Stock Exchange Trading system or less than the nominal value per share; and
(b) the authority herein contained shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2019 or on the date falling not more than 15 calendar months from the date of this resolution, whichever is earlier, save that the Company may, before such expiry, make a contract to purchase its own shares which would or may be completed or executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
| By order of the Board: | |
|---|---|
| U.S. Ball | Springwood Court |
| Group Company Secretary | Springwood Close |
| 28 March 2018 | Tytherington Business Park |
| Macclesfield | |
| Cheshire | |
SK10 2XF
In light of the continued strong financial performance, cash generation and the robustness of the Company's balance sheet, the Directors consider it appropriate to propose a one-off special dividend of 20 pence on each share, in addition to the final dividend recommended under Resolution 2. The approval of this Resolution is not dependent on the approval of Resolution 2, nor vice versa. If this Resolution is approved, the recommended special dividend will be paid on the same basis as the final dividend.
Under the Articles each director must retire from office and stand for re-election by shareholders as a minimum at every third annual general meeting in order to continue to serve as a Director. However, in line with the UK Corporate Governance Code, and to further increase accountability, all Directors will retire at this Annual General Meeting and stand for re-election by the shareholders if they wish to continue to serve as Directors. Accordingly, the Directors retiring and offering themselves for re-election are Mr S.C. Harris, Ms E. Lindqvist, Mr I.B. Duncan, Mr P. Larmon and Mr D. Yates. Having been appointed by the board since the last Annual General Meeting, Ms A.C. Quinn and Ms L. Chahbazi are offering themselves for election.
Ms E. Lindqvist has also taken the decision to reduce her current directorships this year by not standing for re-election at three listed companies for which she is currently a non-executive director. By not standing for re-election, Ms E. Lindqvist will have reduced her directorships by the end of May 2018 to five, which subject to the passing of resolution 5, will include the Company.
UK listed companies are required to put before shareholders in general meeting a resolution inviting shareholders to approve the Remuneration Report. This is an advisory vote. The Remuneration Report gives details of the Directors' remuneration for the period ended 31 December 2017.
The Act provides that Directors shall only allot unissued shares with the authority of shareholders in general meeting. The authority given to the Directors at the last Annual General Meeting to allot (or issue) unissued shares expires on the date of this year's Annual General Meeting.
Resolution 14 renews a similar authority given at last year's Annual General Meeting. Resolution 14 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:
The Directors have no present intention of exercising either of these authorities, however consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights to be allotted without the need for a general meeting should they determine that it is appropriate to do so.
As at the date of this document, no ordinary shares are held by the Company as treasury shares.
If given, the authority granted under Resolution 14 will expire on the conclusion of the Annual General Meeting of the Company to be held in 2019 or on the date falling not more than 15 calendar months after the passing of this resolution, whichever is earlier.
The Act also provides that any allotment of new shares for cash must be made pro rata to individual shareholders' holdings, unless such provisions are disapplied under section 570 of the Act. The authority given to the Directors at the last Annual General Meeting to allot shares for cash pursuant to section 570 of the Act expires on the date of this year's Annual General Meeting.
Resolutions 15 and 16 which will be proposed as special resolutions will enable the Directors' to allot equity securities for cash or sell treasury shares for cash, without first offering them to shareholders pro rata to their holdings. These resolutions take the same form as the resolutions proposed at last year's Annual General Meeting.
Resolution 15 facilitates issues made by way of rights to shareholders which are not strictly in accordance with section 561(1) of the Act, and authorises other allotments of up to a maximum aggregate nominal amount of £1,653,485, representing approximately 5 per cent of the current issued ordinary share capital of the Company without having to comply with statutory pre-emption rights. This resolution renews the authority obtained at last year's Annual General Meeting. If given, the authority granted under Resolution 15 will expire on the conclusion of the Annual General Meeting of the Company to be held in 2019 or on the date falling not more than 15 calendar months after the passing of this resolution, whichever is earlier.
Resolution 16 seeks authority to allot an additional maximum aggregate nominal amount of £1,653,485, representing approximately 5 per cent of the current issued ordinary share capital of the Company without having to comply with statutory pre-emption rights. Like last year, the power proposed under Resolution 16 will be limited for use only for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice. If given, the authority granted under Resolution 16 will expire on the conclusion of the Annual General Meeting of the Company to be held in 2019 or on the date falling not more than 15 calendar months after the passing of this resolution, whichever is earlier.
The Directors intend to adhere to the Statement of Principles issued by The Pre Emption Group, as updated in March 2015, and not allot shares on a non pre emptive basis pursuant to the authority in resolution 15 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 shareholders.
Under article 9 of the Articles, the Company is empowered to purchase its own shares. The Directors consider that the power to make purchases in the market of the Company's own shares should be maintained and accordingly recommend the approval of the special resolution set out as resolution number 17. The Directors intend to exercise this authority only where, in the light of market conditions prevailing at that time, they believe that the effect of such purchases would be to increase earnings per share and would be in the best interests of the Company and of its shareholders generally. Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly, or held as treasury shares. The resolution specifies the maximum and minimum prices at which shares may be bought, and the maximum number of shares which may be bought, being 10 per cent of the Company's issued ordinary share capital at 31 December 2017. At that date there were no share options over unissued shares.
Section 307A of the Act provides that a general meeting of a 'traded company' such as Bodycote plc must be called by at least 21 days' notice, but may be called by at least 14 days' notice if three conditions are met. The three conditions are:
The Directors consider it desirable that general meetings of the Company, other than the Annual General Meeting, can be called on at least 14 clear days' notice. Resolution 18, which will be proposed as a special resolution, will authorise the Company to call general meetings other than Annual General Meetings on 14 days' notice and the authority of this resolution will expire at the conclusion of the next Annual General Meeting.
Any members' statements, members' resolutions and members' matters of business received by the Company after the date of this notice will be added to the information already available on the website as soon as reasonably practicable and will also be made available for the following two years.
and in the case of the methods at (a), (b) and (c), must be received by the Company not less than 48 hours before the time of the meeting.
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment thereof by using the procedures described in the CREST Manual (which can be viewed at www. euroclear.com). 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. 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 RA 19) by the latest time(s) for receipt of proxy appointments specified in the 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI 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 therefore 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.
Whichever form of communication is chosen, the request must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported, and be received by the Company at least one week before the Annual General Meeting.
The addresses at paragraphs (b) and (c) above are, in accordance with Article 178 of the Company's Articles of Association, specified solely for the purpose of communications in respect of this meeting and for no other purpose.
12. Copies of the Executive Directors' service contracts and Non-executive Directors' letters of appointment will be available for inspection at the Company's registered office during normal business hours on each business day (Saturday, Sundays and public holidays excepted) from the date of this notice until the conclusion of the Annual General Meeting. The documents referred to above will also be available for inspection at the place of the meeting from at least 15 minutes before the meeting until it ends.
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