Pre-Annual General Meeting Information • Feb 8, 2019
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you should consult a stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or an appropriately authorised financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in Safestore Holdings plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the purchaser or transferee who now holds the shares.
Safestore Holdings plc ("the Company")
(Incorporated in England and Wales under the Companies Act 1985 with registered number 04726380)
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out on pages 2 and 3 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.
Notice of the Annual General Meeting of the Company to be held at Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, on 20 March 2019 at 12.00 noon is set out at the end of this document. Shareholders will also find enclosed with this document a proxy form for use in connection with the Annual General Meeting.
Whether or not you propose to attend the Annual General Meeting, please complete and submit the proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received by LinkAssetServices no laterthan 12.00noon on 18March 2019.Alternatively,a proxy may be appointed electronically at www.signalshares.com or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
Brittanic House Stirling Way Borehamwood Hertfordshire WD6 2BT
To all shareholders
7 February 2019
Dear shareholder,
This year's Annual General Meeting ("the Meeting") will be held at the offices of the Company, Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, on 20 March 2019 at 12.00 noon. The Notice of Meeting is set out in Part I of this document. The explanatory notes to the business of the Meeting are set out in Part II of this document.
This year voting on all resolutions at the Meeting will, once again, be by way of a poll rather than a show of hands. The Board believes that this is a more transparent and equitable method of voting, as shareholder votes are counted according to the number of shares held, ensuring an exact and definitive result. Furthermore, we wish to encourage as many shareholders as possible to take advantage of the ability to cast their votes on resolutions before the Meeting by the use of an electronic proxy appointment service offered by the Company's Registrars, Link Asset Services, at www.signalshares.com. All such votes must be received by 12.00 noon on 18 March 2019.
The poll results will be notified to the UK Listing Authority and published on the Company's website as soon as possible after the conclusion of the Meeting.
Following the voting outcome at our 2018 Annual General Meeting, Claire Balmforth and I spent a significant amount of time engaging with our shareholders on matters relating to executive remuneration at Safestore. In light of the feedback received from this engagement process, the Remuneration Committee agreed, with the support of the Executive Directors, to make further changes to the operation of our remuneration policy. These changes are explained fully within the Directors' remuneration report on pages 50 to 66 of the 2018 Annual Report and Accounts.
For the reasons set out on pages 50 to 51 of the 2018 Annual Report and Accounts, the Board trusts that the changes will demonstrate that we have listened to the views of our shareholders and acted on them, while remaining true to our underlying remuneration principles. The Board seeks your support and encourages you to vote in favour of the annual report on remuneration (Resolution 2) at the Meeting.
The Company's Directors ("the Directors") are subject to annual election. Accordingly, all the Directors will be retiring and will seek re-election at the Meeting.
I confirm that each of the Directors seeking re-appointment continues to be effective and demonstrates commitment to the role.
Shareholders are being asked to approve a final dividend of 11.15pence per ordinary share for the year ended 31 October 2018. If the recommended final dividend is approved, this will be paid on 10April 2019 to all ordinary shareholders who were on the register of members at the close of business on 8 March 2019.
Deloitte has served as the Company's external auditor since 2014. Shareholders approved Deloitte's re-appointment at the 2018 AGM.
Deloitte has expressed its willingness to continue as auditor to the Company, and, accordingly, shareholders are being asked to approve its re-appointment.
You are requested (whether or not you intend to be present at the Meeting) to complete and submit a proxy appointment form in accordance with the notes to the Notice of Meeting set out on pages 9 and 10. To be valid, the proxy appointment form must be received at the address for delivery specified in the notes by no later than 12.00 noon on 18 March 2019. The return of a completed proxy appointment form will not prevent you from attending the Meeting and voting in person if you so wish and if you are entitled to do so.
Shareholders who do not already participate in the drip dividend scheme can find details of the scheme on our website, www.safestore.co.uk, or alternatively can write to the Company Secretary at Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, for details. If you wish to participate in the drip dividend scheme in time for the 2018 final dividend, please complete the drip dividend mandate form in accordance with the instructions printed thereon and return it to LinkAsset Services, The Registry, 34Beckenham Road, Beckenham, KentBR3 4TU, as soon as possible and, in any event, by no later than 6.00pm on 20 March 2019. The mandate will be subject to the terms and conditions of the drip dividend scheme.
All times shown in this document are London times unless otherwise indicated.
The Board is of the opinion that each resolution set out in this Notice of Meeting is in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommends shareholders to vote in favour of these resolutions, as the Directors intend to do in respect of their ownshareholdings.
Yours faithfully
Alan Lewis Chairman
NOTICEISHEREBYGIVENthatthe2019ANNUALGENERALMEETINGofSafestoreHoldingsplcwillbeheldattheofficesofSafestoreHoldingsplc, Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, on 20 March 2019 at 12.00 noon for the transaction of the following business:
Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and numbers 15 to 17 (inclusive) will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.
during theperiodbeginningwith thedateof thepassing of this resolutionand ending at theconclusion of theAnnualGeneralMeetingof theCompany to be held in 2020 or, if earlier, at 6.00pm on 19 June 2020, provided that the maximum amounts referred to in (a), (b) and (c) may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
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.
The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or at 6.00pm on 19 June 2020, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
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 allotment of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £105,005,
such authorities to expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or at 6.00pm on 19June 2020, whichever is sooner(unless previously renewed, varied or revoked by the Company at a general meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry andtheDirectorsmayallotequitysecurities inpursuanceofthatofferoragreementasifthepowerconferredbythisresolutionhadnotexpired.
On behalf of the Board
Registered office: Brittanic House Stirling Way Borehamwood Hertfordshire WD6 2BT
Dated: 7 February 2019
Additional information is set out below in relation to the resolutions proposed in the Notice of Meeting in Part I of this document.
References to pages of the Annual Report and Accounts are to the relevant pages in the 2018 Annual Report and Accounts. The Notice and this commentary should therefore be read in conjunction with the 2018 Annual Report and Accounts.
Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions. An ordinary resolution will be passed if it is passed by members representing a simple majority of the total voting rights of member who (being entitled to do so) vote on the resolution. Resolutions 15 to 17 (inclusive) are proposed as specialresolutions.Aspecialresolution will bepassedif it is passed bymembers representing notless than 75%of thetotalvotingrights ofmembers who (being entitled to so) vote on the resolution.
Under the provisions of the Companies Act 2006 ("the Act"), the Directors are required to lay before the shareholders at a general meeting of the Company copies of the report of the Directors, the independent auditor's report and the audited financial statements in respect of each financial year. Should any shareholder beconcerned about thecontents of thereportsorfinancial statements or about any corporate governance issue, theDirectors welcome any comments or questions during this item of the agenda either at the Meeting or in advance (see note (iii) on page 9 of this document).
The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together the Directors' remuneration report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is an advisory one.
You can read the Directors' remuneration report on pages 50 to 66 of the Annual Report and Accounts.
At each meeting at which accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. Deloitte has expressed its willingness to continue as auditor of the Company. Resolution 4 gives the Directors the discretion to determine the auditor's remuneration, which will then be disclosed in the next accounts of the Company.
The Directors are proposing a final dividend of 11.15pence per ordinary share for the year ended 31 October 2018. If approved, the dividend will be paid on 10 April 2019 to shareholders on the register at the close of business on 8 March 2019.
Shareholders who wish to elect to participate in the drip dividend scheme, please complete the drip dividend mandate form, available online at www.signalshares.com, in accordance with the instructions printed thereon. Please return your completed drip dividend instruction to the Company's registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, by no later than 6.00pm on 20 March 2019. The mandate will be subject to the terms and conditions of the drip dividend scheme.
In accordance with the provisions of the UK Corporate Governance Code requiring that all directors be subject to annual election, every director shall retire from office and each Director shall submit himself or herself for re-election.
Following the annual Board performance reviews of individual Directors, the Chairman considers that each Director continues to operate as an effective and committed member of the Board and that they have the skills, knowledge and experience to enable them to discharge their duties properly and contribute to the effective operation of the Board.
Brief biographies of the Directors are set out on pages 40 and 41 of the Company's Annual Report and Financial Statements for the year ended 31 October 2018.
Resolution 13 seeks to renew the authority granted at last year's Annual General Meeting for the Company to make political donations to political parties, to other political organisations and to independent election candidates or to incur political expenditure.
It is not the policy of the Company or its subsidiaries to make political donations of this type and the Directors have no intention of changing that policy. However, as a result of the wide definitions in the Act of matters constituting political donations, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act.
This resolution 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. If passed, resolution 13 would allow the Company and its subsidiaries:
during the period up to the conclusion of the end of the Annual General Meeting of the Company to be held in 2020 or, if earlier, at 6.00pm on 19 June 2020, whilst avoiding inadvertent infringement of the statute. Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company's Annual Report for next year, as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression.
Resolution 13 replaces a similar authority put in place at the Annual General Meeting held on 21 March 2018. No payments were made under this authority.
Resolution 14is proposed to renewthe Directors' powerto allot shares. Resolution 14(a)seeks togrant theDirectors authority, pursuant toSection 551 of the Act, to allot shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £700,037. This represents 70,003,700 ordinary shares of 1 pence each, which is approximately one-third of the Company's issued share capital.
In accordance with The Investment Association's Share Capital Management Guidelines (the "Guidelines"), Resolution 14(b) seeks to grant the Directors authority toallot additional ordinary shares only inconnectionwith a rights issue infavour of ordinary shareholders uptoafurther aggregate nominal value of £700,037 (representing 70,003,700 ordinary shares of 1 pence each). This amount represents an additional one-third of the Company's issued sharecapital.
The authorities sought under paragraphs (a) and (b) of this resolution will expire at the conclusion of the Annual General Meeting of the Company to be held in 2020, or at 6.00pm on 19 June 2020, whichever is sooner. The Directors have no present intention of exercising either of the authorities under this resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.
As at the date of this Notice, no shares are held by the Company in treasury.
If the Directors wish to allot new shares or other equity securities for cash, the Act requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holding. The passing of Resolution 15 would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings. The authority under Resolution 15 would be limited to:
The disapplication authority under Resolution 15is in line with the guidance set out in ThePre-Emption Group'sStatement ofPrinciples mostrecently published prior to the date of thisNotice.
The Directors confirm that they do not intend to issue equity securities in excess of 7.5% of the Company's issued ordinary share capital for cash on a non-pre-emptive basis over a rolling three-year period without suitable advance consultation with shareholders.
The authority will expire at the end of the Annual General Meeting of the Company to be held in 2020 or, if earlier, at 6.00pm on 19 June 2020. The resolution replaces a similar resolution passed at the Annual General Meeting of the Company held on 21 March 2018.
Resolution 16 is to approve the purchase by the Company of its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 21,001,122ordinary shares (equivalent to 10%of the Company's issued share capital as at 29 January 2019)and sets a minimum and maximum price. The authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or at 6.00pm on 19 June 2020, whichever is sooner.
The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally, and could be expected to result in an increase in earnings per share of the Company. Any purchases of ordinary shares would be by means of market purchase through the London Stock Exchange.
Any shares theCompanybuysunderthisauthoritymayeitherbecancelledorheldintreasury.Treasuryshares canbere-soldforcash, cancelledorused for the purposes of employee share schemes. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell ortransferthem in the future and so provide the Company with additional flexibility in the management of its capital base.
As at 29 January 2019 (being the latest practicable date prior to the publication of this Notice), the total number of options to subscribe for ordinary shares in the Company amounted to 6,794,651. This represented 3.2% of the Company's issued share capital on that date. If this authority to purchase shares is exercised in full, the options would represent 2.9% of the issued share capital.
The specialresolution renews an authority given at last year's annual general meeting andseeks authority from shareholders to hold generalmeetings (other than Annual General Meetings) on 14 clear days' notice.
The notice period required by the Act for general meetings of the Company is 21 clear days unless (i) shareholders agree to a shorter notice period and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. Annual General Meetings must always be held on at least 21 clear days' notice.
The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the proposals are time sensitive and it is thought to be to the advantage of shareholders as a whole. An electronic voting facility will be made available to all shareholders for any meeting held on such notice. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Allreferences tothe Company's 'issued share capital' intheExplanatoryNotes above are tothe Company's issuedshare capital as at 29 January 2019, which was 210,011,217 ordinary shares of 1 pence each. No ordinary shares are held as treasury shares. As at 29 January 2019, the total number of voting rights in the Company was 210,011,217.
In each case no later than 12.00 noon on 18 March 2019 or not later than 48 hours before the time fixed for any adjourned meeting.
Completion of the proxy form or appointment of a proxy through CREST will not prevent a member from attending and voting in person.
I/We the undersigned, being a holder of ordinary shares of 1 pence each of the capital of Safestore Holdings plc ("the Company"), hereby appoint the duly appointed Chairman of the Meeting (see note 1 below) or
| (BLOCK CAPITALS PLEASE) to act as my/our proxy at the Annual General Meeting of the Company to be held at 12.00 noon on 20 March 2019 |
|---|
| atBrittanic House,StirlingWay,Borehamwood, HertfordshireWD62BT,and at anyadjournment thereof and tovoteonmy/ourbehalf as directed below. |
Please tick here if this proxy appointment is one of multiple appointments being made.
Please indicate with an "X" in the spaces provided below how you wish your votes to be cast on a poll. Should this card be returned duly signed, but without specific direction, the proxy will vote or abstain at his/her discretion.
| Ordinary resolutions | For | Against | Vote withheld | ||
|---|---|---|---|---|---|
| 1. | Toreceive and adopt the Annual Report and FinancialStatements for the year ended 31 October 2018 |
||||
| 2. | Toapprove the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the year ended 31 October 2018 |
||||
| 3. | Tore-appoint Deloitte LLP as auditor | ||||
| 4. | Toauthorisethe Directors to determine the auditor's remuneration | ||||
| 5. | To declare a final dividend of 11.15 pence per ordinary share for the year ended 31 October 2018 | ||||
| 6. | Tore-elect Alan Lewis as a Director of the Company | ||||
| 7. | Tore-elect Frederic Vecchioli as a Director of the Company | ||||
| 8. | To re-elect Andy Jones as a Director of the Company | ||||
| 9. | Tore-elect Ian Krieger as a Director of the Company | ||||
| 10. To re-elect Joanne Kenrick as a Director of the Company | |||||
| 11. To re-elect Claire Balmforth as a Director | |||||
| 12. To re-elect Bill Oliver as a Director | |||||
| 13. To authorise political donations and political expenditure | |||||
| 14. To authorise the Directors to allot shares subject to the restrictions set out in the resolution | |||||
| Special resolutions | |||||
| 15. To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution | |||||
| 16. To authorise market purchases of ordinary shares up to a specified amount set out in the resolution | |||||
| 17. To permit general meetings to be called on 14 clear days' notice |
Unless otherwise instructed, the proxy may vote as he/she thinks fit or abstain from voting in respect of the resolutions specified and also on any other business (including amendments to resolutions) that may properly come before the Meeting.
| Signature | Dated |
|---|---|
| Full name of registered holder(s) | |
| Address | |
| Postcode |
Please return this proxy form to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive by 12.00 noon on 18 March 2019.
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.signalshares.com.
For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.00 noon on 18 March 2019. You will be asked to enter the investor code shown on your share certificate or dividend tax voucher and agree to certain terms and conditions.
If you hold your shares in uncertificated form, you may appoint a proxy using the CREST electronic proxy appointment service, details of which are set out in notes vi, vii and viii to the Notice of Annual General Meeting.
Safestore Holdings plc is committed to reducing paper and improving efficiency in its shareholder communications. From 2020 we will no longer be sending paper proxy cards to shareholders unless specifically asked to do so. We will provide advice on how to request a paper proxy at the appropriate time.
A member may appoint as his/her proxy persons of his/her own choice by inserting their name in the space provided. If no name is inserted in the space provided, the Chairman will be deemed appointed as the proxy. A member of the Company may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. If the proxy is being appointed in relation to less than a member's full voting entitlement, the number of shares in relation to which they are authorised to act as proxy should be entered in the box next to the proxy holder's name. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. To appoint more than one proxy, you should contact Link Asset Services at the address stated in the information included with this proxy form, or you may photocopy this form.
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