Pre-Annual General Meeting Information • Aug 1, 2023
Pre-Annual General Meeting Information
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If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold ortransferred all of your shares in ME Group International Plc (the 'Company'), please send this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agentthrough whom the sale ortransfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into, any jurisdiction where to do so might violate the relevant laws and regulations in that jurisdiction.
finnCap Limited ('finnCap'), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters set out in this document and will not be responsible to anyone otherthan the Company for providing the protections to customers of finnCap nor for providing advice in connection with the matters set out in this document or any other transaction or arrangement referred to in this document.
(Incorporated with limited liability in England and Wales with registered number 00735438)
and
Action to be taken by Shareholders is set out on page 10.
Notice of a General Meeting to be held at 10.00 a.m. on 18 August 2023 is set out at the end of this document.
All valid proxy votes will be included in the polls to be taken at the meeting but to be valid, all proxy votes must be received by the means set out in the notes of the Notice by the Company's Registrars, Link Group not later than 10.00 a.m. on 16 August 2023.
1 August 2023
| Page | |
|---|---|
| DEFINITIONS | 3 |
| PART I: LETTER FROM THE CHAIRMAN OF ME GROUP INTERNATIONAL PLC |
5 |
| PART II: ADDITIONAL INFORMATION |
12 |
| NOTICE OF GENERAL MEETING | 26 |
The following definitions apply throughout this document, unless the context requires otherwise:
| 'Act' | the Companies Act 2006, as amended; |
|---|---|
| 'AGM' | the annual general meeting ofthe Company held on 28 April 2023; |
| 'Annual Report' | the report and financial statements ofthe Group forthe year ended 31 October 2022; |
| 'Acquisition' | Tibergest PTE Ltd's acquisition of 29,111,186 ME Group Shares from Dan David Foundation; |
| 'Articles' | the articles of association of the Company as at the date of this document; |
| 'Board' or 'Directors' | the Directors of the Company listed on pages 5 and 12 of this document; |
| 'Business Day' | a day (otherthan a Saturday, Sunday or public holiday) when banks in the City of London are open for business |
| 'Circular' | this document |
| 'City Code' | the City Code on Takeovers and Mergers; |
| 'Company' or 'ME Group' | ME Group International Plc; |
| 'Concert Party' | Serge Crasnianski, Tibergest PTE Ltd, Jean-Marc Janailhac, JMG Partners S.A. (Luxembourg), Tania Crasnianski, Stéphane Crasnianski, and Michel Crasnianski as set out at paragraph 5 of Part II of this document; |
| 'Confidentiality Agreement' | the confidentiality agreement between Tibergest PTE Ltd and ME Group dated 14 December 2021; |
| 'ESOS' | the Company's Executive Share Option Scheme (2014); |
| 'finnCap' | finnCap Limited; |
| 'General Meeting' or 'GM' | the General Meeting of the Company convened for 10.00 a.m. on 18August 2023 (or any adjournment thereof), notice of which is set out at the end of this document; |
| 'Group' | ME Group and its subsidiary undertakings; |
| 'Independent Directors' | the Directors other than Serge Crasnianski, Jean-Marc Janailhac and Tania Crasnianski; |
| 'Independent Shareholders' | all Shareholders other than members of the Concert Party; |
| 'Notice' | the Notice of General Meeting set out atthe end ofthis document; |
| 'Notice of AGM' | the Company's notice of AGM dated 17 March 2023; |
| 'Offer' | the mandatory offer made by Tibergest PTE Ltd to acquire all the ME Group Shares not already owned by or on behalf of Tibergest PTE Ltd which Lapsed on 8 March 2022; |
| 'Options' | the options to subscribe for Ordinary Shares which have been granted or conditionally granted to/members ofthe Concert Party and which have not been exercised pursuant to the terms of the Share Option Scheme, further details of which are set out in paragraph 6 of Part II of this document; |
|---|---|
| 'Option Agreements' | the option agreements between the Company and certain of its employees; |
| 'Ordinary Shares' | ordinary shares of 0.5 pence each in the capital of the Company; |
| 'Panel' | The Panel on Takeovers and Mergers; |
| 'Panel Waiver' | the Repurchase Waiver; |
| 'Proposed Buy-Back Authority' | the general buy-back authority being sought by the Repurchase Resolution for the Company to buy-back up to a maximum of 37,845,487 Ordinary Shares by way of market purchases (within the meaning ofthe Act), being up to 10 per cent ofthe Ordinary Shares in issue at the date of this document, in accordance with section 701 of the Act, in place of the existing Share Purchase Authority; |
| 'Repurchase Resolution' | the special resolution numbered 1 as set out in the Notice; |
| 'Repurchase Waiver' | the waiver which has been granted by the Panel, conditional upon the approval by the Independent Shareholders of the Waiver Resolution on a poll, of any obligation which would otherwise be imposed on the Concert Party to make a mandatory general offer under Rule 9, as a result of the exercise of the Proposed Buy-Back Authority; |
| 'Rule 9' | Rule 9 of the City Code; |
| 'Shareholders' | holders of Ordinary Shares; |
| 'Share Option Scheme' | the ESOS; |
| 'Share Purchase Authority' | the authority granted on 28 April 2023, for the Company to make market purchases of Ordinary Shares up to an overall maximum of 37,805,164 Ordinary Shares; and |
| 'Waiver Resolution' | the resolution numbered 2 as set out in the Notice |
(Registered in England No.00735438)
Directors Registered Office
Sir John Lewis OBE (Non-executive Chairman)Serge Crasnianski (Chief Executive Officer)Tania Crasnianski (Executive Director)Jean-Marc Janailhac (Executive Director) Emmanuel Olympitis (Non-executive Director) Françoise Coutaz-Replan (Non-executive Director) Camille Claverie (Non-executive Director) René Proglio (Non-executive Director)
Unit 3B Blenheim Road Epsom KT19 9AP
To Shareholders and, for information purposes only, to holders of options under the Share Option Scheme and those with information rights pursuant to section 146 of the Companies Act 2006
1 August 2023
Dear Shareholder
The Company has historically sought authority and received approval from its shareholders to make market purchases of its own shares, with the most recent authority being granted at the Company's AGM on 28April 2023, permitting the Company to repurchase up to 37,805,164 ordinary shares, equal to 10 per cent of the Company's issued ordinary share capital at the latest practicable date before publication of the Notice of AGM, being 28 February 2023. However, despite this authority having already been granted,the Company has been restricted from using it owing to the Concert Party being interested in more than 30 per cent butless than 50 per cent ofthe total voting rights ofthe Company (and therefore, any repurchases of shares under such buyback authority being liable to trigger an obligation for the Concert Party to make an offer, in cash, for the entire issued and to be issued share capital of the Company, pursuant to Rule 9 of the City Code).
With a strong cash balance, that the Board believes will increase, the Board has concluded that it wishes to have the flexibility to utilise the Proposed Buy Back Authority in circumstances which it decides are in the best interests of the Company. Accordingly, this letter sets out the background to, and reasons why the Board believes it to be in the best interests of Shareholders as a whole for the Company to reapply for authority, as necessary underthe City Code, to make market purchases of its Ordinary Shares underthe same parameters as previously approved, being that any share repurchases are made at a price:
Ifthe Company buys-back shares underthe Proposed Buy-Back Authority and at the time the voting rights attributable to the interests in Ordinary Shares of the Concert Party exceeds 30 per cent. of such voting rights, an obligation under Rule 9 ofthe Takeover Code would arise on one or more ofthe Concert Party to make a cash offerforthe issued shares ofthe Company not already owned by them.
The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise on the Concert Party as a result of the buy-back by the Company of any Ordinary Shares and under the proposed Buy-Back Authority subject to approval on a poll by the Independent Shareholders of the Repurchase Resolution as set out in the Notice of GM.
This Circular sets out details ofthe existing buy back authority and contains atthe end ofthis document the Notice of GM to be held at 10.00 a.m. on 18 August 2023 to consider and approve both the Repurchase Resolution and the Waiver Resolution.
The Board, believe it to be in the best interests of Shareholders as a whole for the Company to have authority to purchase its Ordinary Shares in the market.
The Directors believe that the Proposed Buy-Back Authority would be a productive use of the Company's cash reserves, whilst at the same time enhancing earnings per share. The Directors also believe that the Proposed Buyback Authority would provide Shareholders with the flexibility, but without any compulsion, to realise value in respect of all or some of their shareholdings and is a tax efficient method of returning surplus cash to certain Shareholders.
The Board is mindful of the financial impact a share buy-back may have on the Company and has therefore conducted a thorough exercise with regards to the capital requirements of the Group, its prospects and its funding available, whilst also taking into account the merits of providing greater short-term liquidity for Ordinary Shares. The Board will only proceed to make market purchases at prices which make sense for the Company and its Shareholders as a whole. The Directors have confirmed that none of them (or any persons connected with them within the meaning of sections 252–255 oftheAct) will, nor do they have any currentintention to, sell any ofthe Ordinary Shares which they beneficially own to the Company should the Company utilise the Proposed Buy-Back Authority.
Similarly, all members of the Concert Party have confirmed that none of them (or any persons connected with them within the meaning of sections 252–255 of the Act) will, nor do they have any currentintention to, sell any ofthe Ordinary Shares which they beneficially own to the Company should the Company utilise the Proposed Buy-Back Authority.
The Board is seeking the authority, in accordance with Section 701 oftheAct, forthe Company to make market purchases of its own shares (within the meaning of Section 693(4) of the Act) providing such purchases do not exceed, in aggregate 10 per cent of the Company's issued ordinary share capital as at the latest practicable date before publication of this document, being 28 July 2023, being 378,454,879 Ordinary Shares, and subjectto such pricing restrictions as described in Paragraph 1 above.
The Board is seeking the flexibility to buy back shares should they consider it appropriate to do so. However,the Board will only exercise the authority aftertaking account ofthe overall financial position of the Company and in circumstances where they believe that to do so would result in either an increase or protection of value for the remaining Shareholders and be in the best interests of Shareholders as a whole.
Any Ordinary Shares purchased under the Proposed Buy-Back Authority will either be cancelled and the number of Ordinary Shares in issue reduced accordingly, or will be held in treasury. Shares held in treasury may be used, to the extent necessary to satisfy the exercise of options by existing Shareholders whilst at the same time minimising dilution to existing Shareholders.
The CityCode applies to the Company. Under Rule 9 ofthe Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent or more ofthe voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent of the voting rights of such a company but does not hold shares carrying more than 50 per cent of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a furtherinterest in shares which increases the percentage of shares carrying voting rights in which that person, and any persons acting in concert with that person, are interested.
An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
Under Rule 37 of the City Code, when a company purchases its own voting shares, the resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the City Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9 in these circumstances).
Forthe purposes ofthe CityCode, Serge Crasnianski, Tibergest PTE Ltd, Stéphane Crasnianski, Michel Crasnianski, Jean-Marc Janailhac, JMG Partners S.A. (Luxembourg) and Tania Crasnianski are considered to be acting in concert (the "Concert Party").
The Concert Party currently holds, in aggregate, 138,283,646 Ordinary Shares representing an aggregate interest of 36.54 per cent of the Company's issued ordinary share capital of 378,454,879 as at 28 July 2023 (being the latest practicable date prior to the publication of this document). In addition, the Concert Party holds a total of 2,513,283 Options.
The details ofthe effect ofthe Repurchase Resolution on the aggregate interests of Concert Party are set out in paragraph 3 below and paragraph 5.4 Part II of this Document.
As mentioned in paragraph 2 above, and given that the Concert Party's current percentage interest in Ordinary Shares is between 30 and 50 per cent ofthe ofthe voting rights ofthe Company, any increase in any member of the Concert Party's percentage interest in Ordinary Shares (which includes any increase caused by way of a share buyback) would have the effect oftriggering Rule 9 ofthe CityCode and result in that Concert Party being under an obligation to make a general offerto all Shareholders.
The Independent Directors have consulted with the Panel, which has agreed that, subject to approval of the Waiver Resolution by the Independent Shareholders on a poll at the GM, it will grant the Repurchase Waiver. The effect of the Repurchase Waiver, if approved by the Independent Shareholders, would be that the Concert Party would not be required to make a general offer under Rule 9 ofthe City Code that would otherwise arise due to the increase in the aggregate holding ofthe Concert Party resulting from the purchase by the Company of its own Ordinary Shares pursuant to the Proposed Buy-Back Authority.
The Waiver Resolution is subject to the approval of Independent Shareholders on a poll, where each Independent Shareholder will be entitled to one vote for each Ordinary Share they hold. Members of the Concert Party are not entitled to vote on this poll as they are not considered to be independent.
Set out below, and also in paragraph 5.4 of part II of this Circular, are details of the maximum percentage of the Company's voting rights which could be held by the Concert Party following the approval of the Repurchase Resolution and the Waiver Resolution as it assumes the full utilisation of the Proposed Buy-Back Authority (assuming no member of the Concert Party participates in the proposed buyback and no further Ordinary Shares are issued by the Company).
In the event that:
the combined shareholding of the Concert Party of 138,283,646 Ordinary Shares would represent 40.60 per cent of the then issued ordinary share capital of the Company of 340,609,392 Ordinary Shares (excluding any shares held in treasury) as further detailed in paragraph 5.4 of part II of this document.
| Current interests of the Concert Party |
Interests of the Concert Party assuming full utilisation of the Proposed Buy-Back Authority, the Concert Party does not participate in the share buyback nor sell any Ordinary Shares and no further Ordinary Shares are issued by the Company |
|||
|---|---|---|---|---|
| Concert Party member | Number of Ordinary Shares (note 1) |
% of current issued share capital (note 1) |
Number of Ordinary Shares |
% of current issued share capital |
| Tibergest PTE Ltd | 137,739,291 | 36.40 | 137,739,291 | 40.44 |
| Serge Crasnianski | ||||
| (beneficially) | 63,750 | 0.02 | 63,750 | 0.02 |
| Tania Crasnianski | — | 0.00 | — | 0.00 |
| Stéphane Crasnianski | 253,800 | 0.07 | 253,800 | 0.06 |
| Michel Crasnianski | 1,250 | 0.00 | 1,250 | 0.00 |
| Jean-Marc Janailhac2 JMG Partners S.A. |
27,000 | 0.01 | 27,000 | 0.01 |
| (Luxembourg) | 198,555 | 0.05 | 198,555 | 0.06 |
| Total | 138,283,646 | 36.54 | 138,283,646 | 40.60 |
* Rounded to two decimal places
Note 1 Being at the latest date practicable prior to publication of this document
Note 2 Held though a nominee account with Credit Agricole
Shareholders should note that the aggregate shareholding of the Concert Party is 255,050 Ordinary Shares higherthan previously disclosed in the offer document published in connection with the lapsed mandatory offer for ME Group by Tibergest PTE Ltd. This is due to the addition of the shareholdings of Stéphane Crasnianski and Michel Crasnianski, both of whom should have been disclosed in the offer document and whose omission from the offer document was due to an inadvertent mistake. The omission of both Stéphane and Michel Crasnianski from the Concert Party had no bearing on the outcome of the lapsed mandatory offer by Tibergest PTE Ltd, or the price at which the lapsed mandatory offer was made.
Shareholders should note that any furtherincrease in the interests ofthe Concert Party in the Ordinary Shares of the Company, which increases the percentage of the voting rights in which they are interested, whether collectively orindividually, otherthan as a result ofthe purchase of Ordinary Shares pursuant to the Proposed Buy-Back Authority will be subject to the provisions of Rule 9. Whether or nottheWaiver Resolution is passed by the Independent Shareholders, members ofthe Concert Party will not be restricted from making an offer for the Company.
In the event that the Concert Party's interest in the voting rights of the Company increases as a result ofthe exercise ofthe Proposed Buy-Back Authority, they could not acquire any furtherinterest in the shares of the Company without triggering an obligation under Rule 9.
The Waiver described in the Waiver Resolution, applies only in respect of increases in the percentage interest of the Concert Party resulting from purchases by the Company of its own shares under the Proposed Buy-BackAuthority and notin respect of any otherincreases in the Concert Party's interests in Ordinary Shares by any other means.
The members ofthe Concert Party have each confirmed to the Company that they are not proposing, following any increase in their percentage interests in Ordinary Shares or voting rights as a result of any buy-back of its Ordinary Shares by the Company to seek any change in the composition of the Board or the general nature of the Company's business.
The members ofthe Concert Party have also each confirmed that they have no intention to make any changes regarding the future of the Company's business, the locations of the Company's places of business and the continued employment of its employees and management (and those of its subsidiaries) as a result of any increase in their percentage interests in Ordinary Shares or voting rights as a result of a buy-back of its Ordinary Shares by the Company nor will there be any redeployment of the fixed assets of the Company as a result of such an increase.
The Company intends to remain quoted on the Official List in the event the Proposed Buy-Back Authority is exercised in whole or in part at any point within the authority being requested.
There have been no changes to the relationship agreement entered into between the Company and Tibergest PTE Ltd on 28 July 2022.
On 1 June 2023, ME Group provided the following trading update:
"As a consequence of this strong trading performance in H1 2023, the Board is pleased to increase its outlook for the current financial year, ahead of previous expectations, with revenue between £300 million and £320 million, EBITDA between £100 million and £110 million and profit before tax between £64 million and £67 million."
Furthermore on 12 July 2023, in its interim results announcement for the six month period ending 30April 2023, ME Group repeated the guidance provided in the trading update of1 June 2023, stating:
"The Board expects the Group to achieve its FY 2023 expectations, as updated in the Trading Update issued on 1 June 2023, of revenue between £300 million and £320 million, EBITDA between £100 million and £110 million and profit before tax between £64 million and £67 million."
As the abovementioned guidance relates to the financial year ended 31 October 2023, at the time of its repetition in this document it constitutes a profit forecast (the "FY23 Profit Forecast").
Furthermore, given that the abovementioned guidance was originally published before the Company elected to apply for a Rule 9 waiver, pursuant to the Proposed Buy-Back Authority, the requirements of Rule 28.1(c)(i) of the City Code apply in relation to the FY23 Profit Forecast.
The FY23 Profit Forecast has been prepared based on ME Group's unaudited management accounts forthe year ending 31 October 2023. The FY23 Profit Forecast has been prepared on a basis consistent with the accounting policies adopted by ME Group forthe year ending 31 October 2022 and those that will be applicable for the year ending 31 October 2023. These policies are in accordance with IFRS.
The Directors have considered the FY23 Profit Forecast and confirm that:
Anotice convening the General Meeting to be held at10.00 a.m. on 18August 2023 is set out atthe end of this document.
Owing to their interests in it, the Concert Party members will not be voting on the Waiver Resolution in respect of their combined interests of 138,283,646 Ordinary Shares representing 36.54 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at the 28 July 2023, being the last practicable date prior to the publication of this document.
Please note that a hard copy form of proxy is not included with this notice. If you would like to vote on the Resolutions to be proposed at the GM, you are requested to vote in accordance with the instructions printed below as soon as possible.
You may request a hard copy form of proxy directly from the registrars, Link Group Services, on Tel: 0371 664 0300 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged atthe applicable internationalrate.We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notes on page 27.
The instrument appointing a proxy mustreach the Company's registrars, Link Group Services, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 10.00 a.m. on 16 August 2023.
Shareholders should note that, in orderto have the right to vote at the meeting, their holding must be entered on the Company's share register by close of business on 16 August 2023.
The Directors who have been so advised by finnCap consider the Repurchase Resolution is fair and reasonable and in the bestinterests of Shareholders and the Company as a whole. In providing advice to the Directors, finnCap has taken into account the Directors' commercial assessments.
Accordingly,the Directors recommend all Shareholders to vote in favour ofthe Repurchase Resolution to be proposed at the GM, as they intend to do in respect oftheir own beneficial holdings of Ordinary Shares which, as at 28 July 2023, being the last practicable date prior to the publication of this documentin aggregate, amountto 138,298,596 Ordinary Shares representing approximately 36.55 per cent ofthe existing issued ordinary share capital ofthe Company. The Directors considerthe proposals to be in the bestinterests ofthe Company and its members as a whole and are mostlikely to promote the success of the Company for the benefit of its members as a whole.
The Independent Directors who have been so advised by finnCap considerthe market purchase by the Company of its Ordinary Shares underthe Proposed Buy Back Authority is in the best interests ofthe Independent Shareholders and the Company as a whole. The Independent Directors who have been so advised by finnCap, believe that the Proposed Buy Back Authority and the Waiver Resolution are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, finnCap has taken into account the Independent Directors' commercial assessments.
Accordingly,the Independent Directors recommend all Independent Shareholders to vote in favour of the Proposed Buy Back Authority and the Waiver Resolution as they intend to do in respect of their own beneficial holdings of Ordinary Shares which, as at 28 July 2023, being the last practicable date prior to the publication of this document, in aggregate amount to 270,000 Ordinary Shares, representing approximately 0.07 per cent ofthe existing issued ordinary share capital ofthe Company (exclusive of treasury shares).
As detailed above, the Concert Party is considered to be interested in the outcome of the Waiver Resolution. Accordingly, no Director who is also a member of the Concert Party (being Serge Crasnianski, Jean-Marc Janailhac andTania Crasnianski) has participated in the Independent Directors' recommendation and no member of the Concert Party will vote on the Waiver Resolution.
Yours faithfully
Sir John Lewis OBE, Chairman
The Directors, whose names appear in paragraph 2 of this Part II, accept responsibility for the information (including any expression of opinion) contained in this document other than information relating to the Concert Party and the Independent Directors' recommendation made in respect ofthe Proposed Buy Back Authority and the Waiver Resolution. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors acceptresponsibility fortheirrecommendation (including any expressions of opinion) in relation to the Proposed Buy Back Authority and the Waiver Resolution. To the best of the knowledge and belief ofthe Independent Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Each member of the Concert Party accepts responsibility for the information (including any expressions of opinion) contained in this documentrelating to them. To the best ofthe knowledge and belief of each such member of the Concert Party (who has taken all reasonable care to ensure that such is the case) the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The names and functions of the Directors are as follows:
Sir John Lewis OBE (Non-Executive Chairman) Serge Crasnianski (Chief Executive Officer) Tania Crasnianski (Executive Director) Jean-Marc Janailhac (Executive Director) Emmanuel Olympitis (Non-Executive Director) Françoise Coutaz-Replan (Non-Executive Director) Camille Claverie (Non-Executive Director) René Proglio (Non-Executive Director)
In this document'disclosure period' means the period commencing 28 July 2022 and ending on 28 July 2023, being the period of 12 months priorto the latest practicable date priorto the publication ofthis document. As at 28 July 2023, the Company had 378,454,879 Ordinary Shares in issue, there are no shares currently held in treasury.
As at 28 July 2023 (being the latest practicable date prior to the publication of this document), the interests of the Directors and their immediate families in the share capital of the Company which (i) have been notified to the Company in accordance with sections 252-255 and Schedule 1 ofthe Act, or which (ii) are required to be entered in the register, or which (iii) are interests of a person connected (within the meaning of section 252 of the Act) with a Director which would, if the connected person were a Director, be required to be disclosed under(i) or(ii) above, and the existence of which is known to or could with reasonable diligence be ascertained by that Director, were as follows:
| Number of Ordinary Shares: Beneficial |
Number of Ordinary Shares: Non-Beneficial |
Percentage held* |
|
|---|---|---|---|
| S Crasnianski** | 137,803,041 | — | 36.42 |
| J Lewis | 25,000 | — | 0.01 |
| T Crasnianski | — | — | — |
| JM Janailhac*** | 225,555 | — | 0.06 |
| E Olympitis | 45,000 | — | 0.01 |
| F Coutaz-Replan | 200,000 | — | 0.05 |
| C Claverie | — | — | — |
| R Proglio | — | — | — |
| Total | 138,298,596 | — | 36.55 |
* Rounded to two decimal places
** Includes 137,739,291 Ordinary Shares by Tibergest PTE Ltd, an entity owned and controlled by Serge Crasnianski
*** Includes 198,555 Ordinary Shares held by JMG Partners S.A. (Luxembourg), an entity of which Jean-Marc Janailhac is a Director
There have been no dealings (including borrowing or lending) for value in relevant securities by the Directors (or their immediate families, related trusts or persons connected with them) during the period of 12 months preceding the date of this document, save that:
| Party | Date | Transaction | No. of Ordinary Shares |
Price per Ordinary Share (p) |
|---|---|---|---|---|
| Tania Crasnianski | 4 April 2023 | Grant of Options | 100,000 | nil |
| ESOS Share Options | ||||
|---|---|---|---|---|
| Option holder | Date of Grant | Ordinary Shares | Exercise price (pence) |
Date exercisable |
| S Crasnianski | 27 August 2019 | 816,509 | 101.40 | 27 August 2022 |
| 5 August 2021 | 1,000,000 | 77.50 | 5 August 2024 | |
| J Lewis | — | — | — | — |
| T Crasnianski | 5 August 2021 | 96,774 | 77.50 | 5 August 2024 |
| 12 May 2022 | 100,000 | 68.70 | 12 May 2025 | |
| 4 April 2023 | 100,000 | 126.70 | 4 April 2026 | |
| JM Janailhac | 5 August 2021 | 400,000 | 77.50 | 5 August 2024 |
| E Olympitis | — | — | — | — |
| F Coutaz-Replan | — | — | — | — |
| C Claverie | — | — | — | — |
| R Proglio | — | — | — | — |
Save as disclosed above, none ofthe Directors has any interestin the share capital orloan capital of the Company nor does any person connected with the Directors (within the meaning of section 252 of the Act) have any such interests, whether beneficial or non-beneficial.
3.2 Save as disclosed in paragraph 3.1 above, there were no options granted to Directors in the 12 months preceding 28 July 2023 (the last practicable date prior to the publication of this document).
There were no options exercised by the Directors in the 12 months preceding 28 July 2023 (being the last practicable date prior to the publication of this document):
has at 28 July 2023 (being the latest practicable date prior to the publication of this document) any interest in, right to subscribe in respect of or short position in relation to any relevant securities;
In this paragraph 3.4 reference to:
For the purposes of this paragraph 3.4 a person is treated as 'interested' in securities if he has long economic exposure, whether absolute or conditional, to changes in the price ofthose securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as 'interested' in securities if:
The Directors' current service agreements and letters of appointment will be available for inspection as set out in paragraphs 4.1 to 4.9 below. There are no other service contracts between the Directors and the Company or any of its subsidiaries and save as disclosed below, no service contracts have been entered into nor have existing service contracts been amended during the period of six months prior to the date of this document. The particulars of the service contracts required to be disclosed herein by the City Code are as follows:
Sir John Lewis OBE is engaged under a letter of appointment with the Company dated 26 July 2010 and paid by Photo-Me Limited ('PML'), a wholly-owned subsidiary of the Company. His services are also made available through a service company, Blakeney Holdings Limited, under a contract also dated 26 July 2010 (for which it is paid by PML). The appointment may be terminated by either party giving six months' notice or earlierin case of default by Sir John Lewis OBE. Sir John's appointment letter states that his appointment is subject to the articles of association which require one third ofthe directors to retire by rotation and seek re-election at each annual general meeting. Under the terms of the letter of appointment and consulting agreement, Sir John Lewis OBE receives an annual salary plus fees totaling £ 145,000.
Ms. Françoise Coutaz-Replan is engaged under a letter of appointment with PML dated 27 August 2015. Since 1 November 2016, she has been paid through PML. The appointment may be terminated earlier by either party giving three months' notice. The appointment letter states that her appointment is subject to the articles of association which require one third of the directors to retire by rotation and seek re-election at each annual general meeting. Under the terms of the letter of appointment, Ms. Françoise Coutaz-Replan receives an annual salary of £47,500.
Mr. Emmanuel Olympitis is engaged under a letter of appointment with the Company dated 11 November 2009. Since 1 November 2016, he has been paid through PML. The appointment may be terminated earlier by either party giving three months' notice or earlierin case of default by Mr. Emmanuel Olympitis. The appointment letter states that his appointment is subject to the articles of association which require one third ofthe directors to retire by rotation and seek re-election at each annual general meeting. Under the terms of the letter of appointment, Mr. Emmanuel Olympitis receives an annual salary of £ 67,500.
Ms. Camille Claverie is engaged under a letter of appointment with PMLdated 23 June 2021. The appointment may be terminated earlier by either party giving three months' notice or earlierin case of default by Ms. Camille Claverie. The appointment letter states that her appointment is subjectto the articles of association which require one third ofthe directors to retire by rotation and seek re-election at each annual general meeting. Under the terms of the letter of appointment, Ms. Camille Claverie receives neither a salary nor fee.
Mr Proglio's services are made available to the Company through a service company, R. Proglio Consulting SAS, under an agreement between R. Proglio Consulting SAS, PML and Mr Proglio that is effective from 23 June 2021. The appointment may be terminated earlier by either party giving three months' notice or earlierin case of default by Mr. The appointmentletter states that his appointment is subject to the articles of association which require one third ofthe directors to retire by rotation and seek re-election at each annual general meeting. Mr Proglio receives through is company an annual fee of £ 57,500.
Mr Crasnianski entered into a service agreement with the Company in May 2010 with an effective start date of 1 May 2010, later transferred to PML. His appointment is terminable on twelve months' notice from PML and six months' notice from Mr Crasnianski. Mr Crasnianski also has consultancy agreement with a service company, Realin Ltd, dated 22 July 2010 with an effective start date of 1 May 2010. Both agreements were subsequently novated to PML. Mr Serge Crasnianski's appointment under the consultancy agreement with Realin Ltd is terminable on twelve months' notice from PML and six months' notice from the Realin Ltd. Mr Crasnianski's salary under the service contract and fees under the consultancy agreement amount to £560,212 per annum in total. He is entitled to a performance bonus under the company bonus scheme in the absolute discretion of the Company. Mr Crasnianski is entitled to receive contributions totalling 15 per cent of his total salary and fees (the value ofthis benefit for the last financial year, the twelve months ended 31 October 2022, was £18,732.96 (for example: 12x £1,561.08)). Mr Crasnianski is entitled to participate in Photo-Me's private medical insurance scheme. Mr Crasnianski is entitled to sick pay of six months' full pay in any twelve-month period. PML may opt at its discretion to make a payment in lieu of notice to MrCrasnianski equivalentto basic salary for his notice period orthe balance of his notice period. The service agreement also contains summary termination events. The Group has the benefit of one restrictive covenant which applies for twelve months after termination of employment in respect of competing against the Group. Additionally, Confidential information provisions apply post-termination and without limitation.
Ms. Tania Crasnianski entered into a service agreement with Photomaton France SAS dated 1 October 2020 and a service agreement with PML effective as of 23 June 2021. Ms Crasnianski's appointment under the service contract with Photomaton France SAS is terminable on three months' notice from either party. Ms Crasnianski's appointment underthe service contract with PML is terminable on twelve months' notice from PML and six months' notice from Ms Crasnianski or earlier in case of her own default. Ms Crasnianski's total salary under the service agreements is the aggregate of £50,000 and €290,000 per annum. She is entitled to a performance bonus under the company bonus scheme in the absolute discretion of the Company. Ms Crasnianski is entitled to sick pay of six months' full pay in any twelve-month period. The Company may opt at its discretion to make a payment in lieu of notice to Ms Crasnianski equivalent to basic salary for her notice period or the balance of her notice period. The service agreement with PML also contains summary termination events. The Group has the benefit of one restrictive covenant which applies fortwelve months aftertermination of employment in respect of competing against the Group. Confidential information provisions apply post-termination and without limitation of time.
On joining the Company, Mr. Jean-Marc Janailhac entered into a letter of appointment with PMLdated 12 December 2019. He then entered into a contract between JMJ Partners, PML and himself, dated 19 June 2020. His appointment is terminable on six months' notice from either party or earlierin case of default by Mr Janailhac. Mr Janailhac' also has a consultancy agreement with his service company, JMG Partners S.A. dated 19 June 2020 with an effective start date of 1 July 2020. Mr Janailhac's appointment under the consultancy agreement with JMG Partners S.A. is terminable on six months' notice from either party to the other. Mr Janailhac's total salary and fees are €204,000 pa by way of consultancy fees and £45,000 pa by way of month managementfees. He was entitled to a performance bonus underthe Company bonus scheme in the absolute discretion ofthe Company. This is no longerthe case. The aforesaid agreements were varied as of 1 May 2023 pursuant to an agreement dated 24 February 2023 between Mr Janailhac JMJ Partners SAand PML. PMLmay opt atits discretion to make a paymentin lieu of notice to Mr Janailhac equivalent to basic salary for his notice period or the balance of his notice period. The service agreement also contains summary termination events. The Group has the benefit of one restrictive covenant which applies for two years after termination of employment in respect of competing against the Group. Confidential information provisions apply post-termination and without limitation of time.
4.9 Save as disclosed above there are no other agreements, arrangements or understandings (including any compensation or incentivization arrangements) that exist between Serge Crasnianski or any person acting in concert with him, any of the directors, recent directors, shareholders or recent shareholders of the Company, or any person interested or recently interested in shares of the Company, having any connection with or dependence upon the outcome of the GM.
| Concert Party: | Number of Ordinary Shares |
Percentage Held (%)* |
|---|---|---|
| Tibergest PTE Ltd | 137,739,291 | 36.40 |
| Serge Crasnianski | 63,750 | 0.02 |
| Tania Crasnianski | — | — |
| Stéphane Crasnianski | 253,800 | 0.07 |
| Michel Crasnianski | 1,250 | — |
| Jean-Marc Janailhac | 27,000 | 0.01 |
| JMG Partners S.A. (Luxembourg) | 198,555 | 0.05 |
| Total Ordinary Shares held by the Concert Party | 138,283,646 | 36.54 |
* Rounded to two decimal places
5.4 As at 28 July 2023 being the latest practicable date prior to the publication of this document, the interests in Ordinary Shares held by the Concert Party are as set out in the table below. The table also shows the maximum potential percentage interest assuming the repurchase of the maximum number of 37,845,487 Ordinary Shares pursuantto the Proposed Buy-BackAuthority held by the Concert Party in full and assuming no sales by any member of the Concert Party.
| Current interests of the Concert Party |
Interests of the Concert Party assuming full utilisation of the Proposed Buy-Back Authority, the Concert Party do not participate in the proposed share buyback nor sell any Ordinary Shares |
||
|---|---|---|---|
| Number of Ordinary Shares1 |
% of current issued share capital 1 |
Number of Ordinary Shares |
% of current issued share capital |
| 137,739,291 | 36.40 | 137,739,291 | 40.44 |
| 63,750 | 0.02 | 63,750 | 0.02 |
| — | — | — | — |
| 0.01 | |||
| 0.06 | |||
| 0.07 | |||
| 1,250 | — | 1,250 | — |
| 138,283,646 | 36.54 | 138,283,646 | 40.60 |
| 27,000 198,555 253,800 |
0.01 0.05 0.07 |
27,000 198,555 253,800 |
* Rounded to two decimal places
Note 1: Being at the latest date practicable prior to publication of this document
Note 2: An entity controlled by Serge Crasnianski and of which Serge Crasnianski is a director
Note 3 An entity controlled by Jean-Marc Janailhac and of which Serge Crasnianski is a director
Shareholders should note that the aggregate shareholding of the Concert Party is 255,050 Ordinary Shares higherthan previously disclosed in the offer document published in connection with the lapsed mandatory offerfor ME Group by Tibergest PTE Ltd. This is due to the addition ofthe shareholdings of Stéphane Crasnianski and Michel Crasnianski, both of whom should have been disclosed in the offer document and whose omission from the offer document was due to an inadvertent mistake. The omission of both Stéphane and Michel Crasnianski from the Concert Party had no bearing on the outcome of the lapsed mandatory offer by Tibergest PTE Ltd, or the price at which the lapsed mandatory offer was made.
5.5 In addition to the interests in Ordinary Shares disclosed in paragraph 5.3 above, Tania Crasnianski and Jean-Marc Janailhac (who are presumed to be acting in concert with Serge Crasnianski as detailed herein) hold the following options to subscribe for Ordinary Shares:
| ESOS Share Options | ||||
|---|---|---|---|---|
| Date of Grant | Ordinary Shares |
Exercise price (pence) |
Date exercisable | |
| S Crasnianski | 27 August 2019 | 816,509 | 101.40 | 27 August 2022 |
| 5 August 2021 | 1,000,000 | 77.50 | 5 August 2024 | |
| T Crasnianski | 5 August 2021 | 96,774 | 77.50 | 5 August 2024 |
| 12 May 2022 | 100,000 | 68.70 | 12 May 2025 | |
| 4 April 2023 | 100,000 | 126.70 | 4 April 2026 | |
| JM Janailhac | 5 August 2021 | 400,000 | 77.50 | 5 August 2024 |
| 2,513,283 |
5.6 Dealings in securities by the Directors and Concert Party in the 12 months preceding the date of this document
| Party | Date | Transaction | No. of Ordinary Shares |
Price per Ordinary Share (p) |
|---|---|---|---|---|
| Tania Crasnianski | 4 April 2023 | Grant of Options | 100,000 | nil |
Save as disclosed in this document, no other member of the Concert Party has dealt for value in Ordinary Shares in the 12 months preceding the date of this document.
None of ME Group, any of the Independent Directors of ME Group, any members of such Independent Directors' immediate families, close relatives or any related trusts or companies, nor any person deemed to be acting in concert with ME Group was interested in, had any rights to subscribe or had any short positions in respect of any relevant securities of either Tibergest PTE Ltd or JMG Partners S.A. (Luxembourg) on the disclosure date, nor has any such person dealt in any relevant securities of Tibergest PTE Ltd or JMG Partners S.A. (Luxembourg) during the 12 months preceding the date of this document.
As at 28 July 2023 (being the latest practicable date prior to the publication of this document), the total number of outstanding options to subscribe for new Ordinary Shares was 10,501,230 representing approximately 2.77 per cent of the Company's existing issued ordinary share capital (exclusive of treasury shares).
Assuming the repurchase of 37,845,487 Ordinary Shares, the total number of outstanding options to subscribe for new Ordinary Shares would represent approximately 3.08 per cent of the Company's then issued ordinary share capital (exclusive of treasury shares).
No repurchases have been made by the Company in the last 12 months.
Save as disclosed below, no member ofthe Concert Party has entered into any contract during the two years preceding the date of this document) which are outside the ordinary course of business and which are or may be considered material:
On 21 January 2022, Tibergest PTE Ltd and Dan David Foundation entered into the SPA pursuant to which Tibergest PTE Ltd acquired 29,111,186 ME Group Shares from Dan David Foundation at a price of 70 pence per share. The Acquisition completed on 26 January 2022.
It was estimated that full acceptance ofthe Offer would have required the payment by Tibergest PTE Ltd, underthe basic terms ofthe Offer, of a maximum amount of approximately £180.9 million in cash which will be provided pursuantto (i) secured debtfacilities of £202 million provided byCreditAgricole Corporate and Investment Bank ("CACIB") pursuant to a facility agreement dated 20 January 2022 (the "Facility Agreement") and (ii) Tibergest PTE Ltd's own cash resources.
Under the terms of the Facility Agreement, CACIB agreed to make available to Tibergest PTE Ltd two term loan facilities in an amount equal to £110 million ("Facility 1") and £92 million ("Facility 2", together with Facility 1,the "Facilities")respectively, with an aggregate total commitment amount of £202 million.
The Facilities were available to be drawn, subject to the satisfaction of the conditions precedent set out in the Facility Agreement, from the date of the Facility Agreement to and including the last day of the Certain Funds Period (as defined below) (the "Availability Period"). Facility 2 can only be drawn once Facility 1 has been utilised in full.
Under the Facility Agreement, "Certain Funds Period" is defined as the period commencing on (and including) 20 January 2022 (the "Facility Signing Date") and ending on (and including) the earlier to occur of (i) the date which falls 30 days afterthe later of (A) the date on which the Offeris declared or becomes unconditional; and (B) the date on which the Offer is closed for further acceptances; (ii) the date on which the Offerlapses oris withdrawn, in each case, in accordance with the terms in the offer press release or this document and with the consent of the Panel where required; and (iii) 11.59 p.m. (London time) on 30 June 2022.
The final maturity date ofthe Facilities is the date falling six months afterthe Facility Signing Date (the "Facility Termination Date"). The Facility Termination Date may be extended by a further six months at the request of Tibergest PTE Ltd by the exercise of an extension option any time during the period starting 60 days prior to the Facility Termination Date and ending 15 days prior to the Facility Termination Date and subject to the payment of an extension fee.
Each loan drawn under the Facilities is repayable in full on the applicable termination date. The Facilities may also be voluntarily prepaid and/or cancelled by Tibergest PTE Ltd upon not less than five business days' prior notice. The Facility Agreement contains customary mandatory prepayment events in case of illegality and change of control.
The rate of interest for each loan drawn under the Facilities is the aggregate of the applicable margin and the Compounded Reference Rate (being the percentage rate per annum which is calculated by reference to the SONIA daily rate (subject to a zero floor) and compounded in accordance with the methodology set out in the Facility Agreement) for that day.
Commitment fees, upfront fees and utilisation fees are also payable under the terms of the Facility Agreement.
Tibergest PTE Ltd's obligations underthe FacilityAgreement are guaranteed by Mr. Serge Crasnianski, who is party to the Facility Agreement as a guarantor. In addition, the following security has been provided in connection with the FacilityAgreement (i) a Singapore law security agreement granted by Mr. Serge Crasnianski over shares in Tibergest PTE Ltd; and (ii) a Luxembourg law account pledge agreement granted by Tibergest PTE Ltd in respect of account(s) in which all present and future Photo-Me Shares held byTibergest PTE Ltd and all Dividends, OwnerProceeds, Third PartyProceeds, Disposal Proceeds and cash transferred to Tibergest PTE Ltd by the Entities have been or will be credited. A Luxembourg law first demand guarantee has also been issued by CA Indosuez Wealth (Europe) in favour of CACIB.
The Facility Agreement contains representations and warranties, affirmative and negative covenants (including covenants in respect of financial indebtedness, disposals, security, permitted holding company activity, dividends and share redemption, acquisitions, mergers and sanctions and corruption), indemnities and events of default, subjectto agreed carve-outs and materiality thresholds applicable to the transaction obligors (and, in respect of certain specific provisions, any subsidiaries of Tibergest PTE Ltd and the Entities).
The Facility Agreement does not include any financial covenants.
No funds have been drawn by the Company under the Facility Agreement.
On 14 December 2021, Tibergest PTE Ltd and the Company entered into the Confidentiality Agreement. Pursuant to the Confidentiality Agreement, Tibergest PTE Ltd and the Company have undertaken to (i) keep confidential information relating to, inter alia, the Offer and not to disclose it to third parties (otherthan to certain permitted persons) and (ii) use the confidential information only for the purpose of the Offer.
These confidentiality obligations shall remain in force for a period of 24 months from the date of the Confidentiality Agreement.
On account of Tibegest PTE Ltd owning 36.44 % ofthe issued share capital of ME Group International plc and that Tibergest PTE Ltd is wholly owned by Mr Crasnianski, Mr Crasnianski and Tibergest PTE Ltd on 28 July 2022 entered into a Relationship Agreement with the Company to ensure that the Group is capable of carrying on its business independently, that transactions and arrangements between the Group, Tibergest PTE Ltd and Mr Crasnianski (and each of their associates) are at arm's length and on normal commercial terms, and that at all times a majority of the Directors of the Company shall be independent of Tibergest PTE Ltd and Mr Crasnianski. Statement of Compliance with UK Listing Rules, Rule 9.8.4 (14).
Save forthe ConfidentialityAgreement and the RelationshipAgreement,there have been no contracts entered into by ME Group or any of its subsidiaries during the two years preceding the date of this document) which are outside the ordinary course of business and which are or may be considered material.
As at 28 July 2023 (being the latest practicable date prior to the publication of this document), the following persons were interested, directly or indirectly, in 3 per cent or more of the issued ordinary share capital of the Company (excluding treasury shares):
| Percentage of existing ordinary share capital* |
Number of existing ordinary shares |
Total shares in issue |
|
|---|---|---|---|
| Serge Crasnianski** | 36.42% | 137,803,041 | |
| FPCI Montefiore Investment IV | 11.17% | 42,263,556 | |
| Schroders PLC | 10.49% | 39,693,875 | |
| FIL Ltd | 9.85% | 37,267,470 | |
| Société Générale Bank, Luxembourg | 3.97% | 15,020,000 | |
| 378,454,879 |
* Rounded to 2 decimal places
** Includes 137,739,291 shares held by Tibergest PTE Ltd, an entity controlled by Serge Crasnianski and of which Serge Crasnianski is a director
Save for the profit forecast referred to in paragraph 5 of Part I of this document, there has been no significant change in the financial or trading position of the Group since the publication of the Annual Report andAccounts forthe year ended 31 October 2022, being the lastfinancial yearforwhich audited financial statements of the Group have been published. The principal activity of the Group continues to be a provider of automated instant service equipment.
The middle market quotations for an Ordinary Share on the first business day of each ofthe six months immediately preceding the date of this document and on the latest available date prior to the publication of this document as derived from the Stock Exchange Daily Official List, were as follows:
| Pence |
|---|
| 159.40 |
| 170.30 |
| 149.40 |
| 132.10 |
| 127.80 |
| 140.25 |
| 125.25 |
Copies of the following documents will be available for inspection on the Company's website at https://me-group.com/results-and-reports/. The documents will be available from the date of this document until the conclusion of the GM:
13.1 the memorandum of association and the Articles of the Company;
1 August 2023
(Registered in England No. 00735438)
Notice is hereby given that the General Meeting of the members of ME Group International Plc (the "Company") will be held at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London, EC1M 6AE on 18 August 2023 at 10:00 a.m. for the following purposes to consider and, if thought fit, pass the following resolutions:
1. (Special Resolution)
THAT, subject to and conditional on the passing of resolution 2 below, in substitution for any existing authority, the Company be generally and unconditionally authorized in accordance with section 701 oftheActto make market purchases (within the meaning of section 693(4) oftheAct) of ordinary shares of0.5p each in the capital ofthe Company, on such terms and in such manner as the directors may from time to time determine provided that:
THAT, subject to and conditional on the passing of resolution 1 above, the waiver by the Panel on Takeovers and Mergers (the "Panel") of any obligation which might otherwise arise on the Concert Party (as defined in the circular of the Company dated 1 August 2023 (the "Circular")), collectively and/or individually, to make a general offer to Shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers (the "Code") as a result of any market purchases of Ordinary Shares by the Company pursuant to the Proposed Buy-Back Authority (as defined in the Circular), which could have the effect of increasing the Concert Party's aggregate interest in shares of the Company to a maximum of 40.60 per cent of the voting rights of the Company, be and is hereby approved, provided that such approval shall expire at the conclusion of the next annual general meeting of the Company.
Company Secretary
Unit 3B Blenheim Road, Epsom, KT19 9AP
1 August 2023
You may request a hard copy form of proxy directly from the registrars, Link Group Services, on Tel: 0371 664 0300 Calls are charged atthe standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
● in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
The instrument appointing a proxy must reach the Company's registrars, Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 10.00 a.m. on 16 August 2023.
Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
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