Pre-Annual General Meeting Information • Mar 29, 2019
Pre-Annual General Meeting Information
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(registered in England and Wales under company number 00177991)
The offices of Peel Hunt, Moor House, 120 London Wall, London EC2Y 5ET
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in 4imprint Group plc, please pass this notice of the 2019 Annual General Meeting 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 person who now holds the shares.
PART I
Dear Shareholder,
I am pleased to be writing to you with details of the Annual General Meeting ("AGM") of 4imprint Group plc (the "Company") which we are holding at the offices of Peel Hunt, Moor House, 120 London Wall, London EC2Y 5ET on Tuesday 7 May 2019 at 11.00 a.m. The formal notice of AGM is set out on pages 4 and 5 of this document, explanatory notes to the Resolutions on pages 6 to 8 and Shareholder Notes on pages 9 to 11.
Whether or not you propose to attend the AGM, please complete and submit a proxy form in accordance with the instructions set out in the Shareholder Notes. The proxy form must be received not less than 48 hours before the time of the AGM. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in the Shareholder Notes) will not prevent a Shareholder attending the AGM and voting in person if he/she wishes to do so. If you have already voted by proxy you can still attend and vote on the day at the AGM. This vote will replace any vote previously lodged.
To help with registration, please bring a form of ID that includes your full name and address. We do not allow cameras or recording equipment into the meeting.
If you are unable to attend the AGM but would like to exercise your right to vote on the Resolutions contained within this Notice, please complete a proxy form and return it to our Registrar, Link Asset Services, to arrive no later than 11.00 a.m. on Friday 3 May 2019 to be valid. Alternatively, you can register your proxy appointment electronically by visiting Link Asset Services' website (www.signalshares.com). Further instructions relating to the proxy form can be found in the Shareholder Notes.
The AGM is your opportunity to meet the Board and to ask questions about the Company. As this is a Shareholders' meeting, we ask you to please restrict any questions to Shareholder matters. Representatives from Link Asset Services will be available to answer any questions you have concerning your shareholding.
Shareholders are being asked to receive the accounts for the period ended 29 December 2018, together with the report of the Directors and the auditors' report thereon.
Shareholders are being asked to approve a final dividend of 49.20 cents (37.30 pence) per ordinary share for the year ended 29 December 2018. If you approve the recommended final dividend, this will be paid on 15 May 2019 to all ordinary Shareholders who were on the register of members on 5 April 2019.
Shareholders are being asked to approve the Remuneration Report for the period ended 29 December 2018, as set out on pages 46 to 51 of the Annual Report and Accounts 2018.
Each of Charles John Brady, Kevin Lyons-Tarr, Paul Stephen Moody, Andrew James Scull, David John Emmott Seekings and John Anthony Warren will retire and offer himself for re-election as a Director. Shareholders are being asked to approve each of their re-elections. Biographical details concerning each of the proposed candidates for re-election can be found on pages 32 and 33 of the Annual Report and Accounts 2018 and also on our website at https://investors.4imprint.com
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be elected or re-elected.
Shareholders are being asked to approve the appointment of Ernst & Young LLP as auditors to the Company for the financial period ending 28 December 2019, and to authorise the Directors to set the auditors' remuneration.
Shareholders are being asked to authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 (the "Act") and to disapply pre-emption rights in respect of some of those shares.
Shareholders are being asked to authorise the Company to purchase its own shares in accordance with section 701 of the Act.
Shareholders are being asked to authorise general meetings (other than an annual general meeting) being called on not less than 14 clear days' notice.
Explanatory notes on business to be considered at this year's AGM appear on pages 6 to 8 of this document.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
Chairman 29 March 2019
Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London WC2A 1AL
NOTICE IS HEREBY GIVEN THAT the 2019 Annual General Meeting of 4imprint Group plc will be held at the offices of Peel Hunt, Moor House, 120 London Wall, London EC2Y 5ET on Tuesday 7 May 2019 at 11.00 a.m. Shareholders will be asked to consider, and if thought fit to pass, the resolutions below. Resolutions 13, 14 and 15 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which it considers 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) in the case of the authority granted under resolution 12 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £540,106,
such authority to expire at the end of next year's Annual General Meeting (or, if earlier, until the close of business on 6 August 2020) 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 of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
in each case, exclusive of expenses;
such authority to expire at the end of next year's Annual General Meeting (or, if earlier, 6 August 2020). However, the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed fully or partly after this authority expires and the Company may purchase ordinary shares pursuant to any such contract as if the power had not expired.
By order of the Board
Andrew Scull Company Secretary 29 March 2019
4imprint Group plc Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London WC2A 1AL
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Resolutions 13, 14 and 15 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Under section 437 of the Companies Act 2006, the Directors are required to present the Company's Annual Report and Accounts for the year ended 29 December 2018 to a general meeting.
Under section 439 of the Companies Act 2006, the Company is required to ask Shareholders to vote on the Directors' Remuneration Report contained in the Annual Report and Accounts for the year ended 29 December 2018. This excludes the portion of that Report relating to the Remuneration Policy. The vote is advisory.
The Directors seek Shareholder approval of a final dividend of 49.20 cents (37.30 pence) per ordinary share payable (gross of any applicable tax) on 15 May 2019 to Shareholders on the register of members at the close of business on 5 April 2019.
In accordance with the Code, the Board believes that it is of a size appropriate to the needs of the business and that it has the appropriate balance of skills, experience, independence and knowledge to enable it and its Committees to discharge their duties and responsibilities effectively. In accordance with the Code, all Directors are standing for re-election at the AGM this year.
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be elected or re-elected.
Full biographical details of each Director are set out below the resolutions.
C.J. Brady: Independent Non-Executive Director: Appointed as Non-Executive Director in June 2015
Charles is a solicitor and was the founder and Managing Director of Central Law Training Limited which, during his leadership between 1987 and 2002, became the largest provider of post qualification legal training in the UK. Wilmington plc, a company listed on the London Stock Exchange, acquired Central Law Training Limited in 1999. Charles remained with the business becoming Chief Executive of Wilmington plc in 2002, a post which he held until his retirement in 2014. Charles has also served as a Non-Executive Director of both Hatton Blue Limited, a start-up IT company and the PPA (Professional Publishers Association).
K. Lyons-Tarr: Chief Executive Officer: Appointed as Executive Director in June 2012 and became Chief Executive Officer in March 2015
Based in Oshkosh, Wisconsin, Kevin has been with the business since 1991, serving in several capacities, including Chief Information Officer and Chief Operating Officer. He was appointed President of the Direct Marketing business in 2004 and has led its substantial growth since then.
P.S. Moody: Non-Executive Chairman: Appointed as Non-Executive Director in February 2016 and became Non-Executive Chairman in December 2016
Paul is currently Non-Executive Chairman of Card Factory plc and is also a Non-Executive Director of Pets at Home Group plc. He was previously Non-Executive Chairman of Johnson Service Group plc and has extensive public company experience spending 17 years at Britvic plc, including the last eight of these years as Chief Executive. Prior to that, he held a number of senior appointments in sales and HR, with companies including Grand Metropolitan plc and Mars.
A.J. Scull: Corporate Services Director and Legal Counsel: Appointed as Corporate Services Director and Legal Counsel in November 2004
Andrew has an MBA from Warwick University and, since qualifying as a solicitor in 1980, he has held a number of senior positions including Group Legal Counsel at Laporte plc, Commercial Director at SGB Group plc and Director of Legal Services at Coors Brewers Limited.
D.J.E. Seekings: Chief Financial Officer: Appointed as Chief Financial Officer in March 2015
David is a chartered accountant, having trained and qualified with KPMG. David has been with the 4imprint Group since 1996, initially as Group Financial Controller, moving to the USA in 2000 to become Chief Financial Officer of 4imprint Direct Marketing, based in Oshkosh, Wisconsin.
J.A. Warren: Senior Independent Non-Executive Director: Appointed as Non-Executive Director in June 2012
A chartered accountant, John was Group Finance Director of United Biscuits (Holdings) Plc and WH Smith PLC before embarking on a career as a Non-Executive Director. He is currently a Non-Executive Director and Chairman of the Audit Committee at Welsh Water, Greencore Group plc and Bloomsbury Publishing Plc. He has previously served on the Boards of Bovis Homes Group PLC, Spectris plc, Rank Group Plc, Rexam Plc, RAC Plc and BPP Holdings Plc, and chaired the Board at Uniq Plc through the resolution of its major pension issues.
Under section 489 of the Companies Act 2006, the Company is required to appoint an auditor at each general meeting at which accounts are laid before Shareholders. This Resolution proposes the appointment of Ernst & Young LLP as auditor of the Company for the year ending 28 December 2019. The Board's recommendation to appoint Ernst & Young is the result of a competitive tender process, which is described in the Company's Annual Report and Accounts for the year ended 29 December 2018.
Section 492 of the Companies Act 2006 requires the auditor's remuneration to be fixed by the Company's Shareholders by ordinary resolution or in such manner as the Company's Shareholders may by ordinary resolution determine. This Resolution proposes that the Directors be authorised to determine the remuneration of the auditor. In practice, and in line with the Code and the Competition and Markets Authority's Order on statutory audit services, the Audit Committee will consider and approve the audit fees on behalf of the Board. Details of the remuneration paid to the Company's auditor for 2018 and details of how the Audit Committee monitors the effectiveness and independence of the auditors can be found in the Company's Annual Report and Accounts for the year ended 29 December 2018.
This resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £3,600,708 (representing 9,361,840 ordinary shares of 386 /13p each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 28 March 2019, the latest practicable date prior to publication of this Notice.
The authority sought under this resolution will expire at the earlier of 6 August 2020 and the conclusion of the Annual General Meeting of the Company held in 2020.
The Directors have no present intention to exercise the authority sought under this resolution.
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
This resolution will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour. It would give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings.
This authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £540,106 (representing 1,404,275 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 28 March 2019, the latest practicable date prior to publication of this Notice. The Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with Shareholders.
The authority will expire at the earlier of 6 August 2020 and the conclusion of the Annual General Meeting of the Company held in 2020.
Shareholder approval is required for a company to purchase its own shares on market under section 701 of the Act. Resolution 14, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, seeks authority for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares), renewing the authority granted by the Shareholders at previous annual general meetings.
The Directors have no present intention of exercising the authority to make market purchases, however the authority provides the flexibility to allow them to do so in the future. 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 the earnings per share of the Company.
Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share is 386 /13p, its nominal value. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
The Company has options outstanding over 188,847 ordinary shares, 0.76% of the Company's ordinary issued share capital as at 29 December 2018.
If the existing authority given at the 2018 Annual General Meeting and the authority now being sought by resolution 14 were to be fully used, the options outstanding would represent 0.8% of the Company's ordinary issued share capital.
The authority will expire at the earlier of 6 August 2020 and the conclusion of the Annual General Meeting of the Company held in 2020.
Resolution 15, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, renews the authority that was given at our last AGM. The notice period required by the Companies Act 2006, under section 307A for general meetings of the Company, is 21 clear days unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice. The authority granted by this Resolution, if passed, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.
The flexibility offered by this Resolution will only be used where, taking into account the circumstances, the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and Shareholders as a whole.
4imprint Group plc 25 Southampton Buildings London WC2A 1AL Telephone +44 (0)20 3709 9680 Email [email protected]
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