Pre-Annual General Meeting Information • Apr 15, 2025
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in Luceco plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass the documents to the person who now holds the shares. Your attention is drawn to the letter from the Chair of the Company, set out on page 2 of this document, and which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.
(incorporated and registered in England and Wales under number 05254883)
20 May 2025 at 10.30am
Notice of the Annual General Meeting ("AGM") of the Company, to be held at the offices of Peel Hunt, 100 Liverpool St, London EC2M 2AT at 10:30am on 20 May 2025, is set out on pages 3 to 5 of this document.
The Company's 2025 AGM will be held in person, however we encourage shareholders to submit any questions for the Directors in advance via email to [email protected], and the Company will endeavour to respond fully to such questions at the AGM.
Please complete your proxy vote online at www.signalshares.com by 10:30 am on 16 May 2025 (or, in the case of an adjournment, not later than 48 Hours before the time fixed for the holding of the adjourned meeting) or alternatively, if you hold ordinary shares in uncertificated form, you may also appoint a proxy by completing and transmitting a CREST proxy instruction in accordance with the procedures set out in the CREST Manual ensuring that it is received by the Company's Registrar, MUFG Corporate Markets, no later than 10:30am on 16 May 2025 (or, in the case of an adjournment, not later than 48 Hours before the time fixed for the holding of the adjourned meeting). The Company also accepts proxy instructions submitted via the Proxymity platform (see www.proxymity.io for details).
This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company set out on page 2 of this document, which contains the recommendation by the Directors to shareholders to vote in favour of the resolutions to be proposed at the AGM. Shareholders should read the whole of this document and not rely just on the summarised information set out in the Chair's letter.
This document includes forward-looking statements concerning the Company. Forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company. The Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise save to the extent required in accordance with the Company's continuing obligations under the UK Listing Rules, the Disclosure and Transparency Rules and applicable laws and regulations.
Registered Office: Building E Stafford Park 1 Stafford Park, Telford Shropshire TF3 3BD
15 April 2025
To the holders of shares in Luceco plc
Dear Shareholder
I am pleased to be writing to you with details of our AGM, which we are holding at the offices of Peel Hunt, 100 Liverpool St, London EC2M 2AT on 20 May 2025 at 10:30 am.
The formal notice of AGM is set out on pages 3 to 5 of this document (the "Notice"). A copy of the Notice and the Company's Annual Report and Financial Statements for the year ended 31 December 2024 can be viewed on our website at www.lucecoplc.com. An explanation of the business to be considered at the AGM appears on pages 8 to 11 of this document.
Shareholders planning to attend the AGM are asked to register their intention as soon as practicable by emailing the Company Secretary at [email protected]. Shareholders are welcome to also submit questions to the Directors in advance of the AGM. To submit a question, please email [email protected].
The Directors of the Company strongly encourage shareholders to exercise their votes in respect of all resolutions to be proposed at the AGM by completing an online proxy form appointing the Chief Financial Officer as your proxy.
In the opinion of the Directors, each of the resolutions to be proposed at the meeting is in the best interests of the Company and shareholders as a whole.
Yours faithfully
2 Luceco plc | Notice of Meeting 2025
The Company's 2025 Annual General Meeting ("AGM") will be held at the offices of Peel Hunt, 100 Liverpool St, London EC2M 2AT on 20 May 2025 at 10:30 am to transact the following business. Resolutions 1 to 15 are proposed as ordinary resolutions and 16 to 19 as special resolutions.
To receive the Company's audited Annual Report and Financial Statements for the year ended 31 December 2024 together with the reports of the Directors and Auditor thereon.
To declare a final dividend of 3.3 pence per ordinary share in respect of the year ended 31 December 2024.
To approve the Directors' Remuneration Report set out on pages 92 to 109 in the Annual Report for the year ended 31 December 2024.
To re-elect Giles Brand as a Director of the Company.
To re-elect Caroline Brown as a Director of the Company.
To re-elect John Hornby as a Director of the Company.
Resolution 7
To re-elect Will Hoy as a Director of the Company.
To re-elect Tim Surridge as a Director of the Company.
To re-elect Pim Vervaat as a Director of the Company.
To re-elect Julia Hendrickson as a Director of the Company.
To elect Janet Ryan as a Director of the Company.
To re-appoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
To authorise the Audit Committee to determine the remuneration of the Company's Auditor.
That:
That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:
provided that the authority granted by this Resolution 15 shall (unless previously revoked, varied or extended by the Company in a general meeting) expire on the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, save that the company may at any time before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if this authority had not expired.
That, subject to the passing of Resolution 15 above, but without prejudice to the exercise of any such power prior to the date of the passing of this Resolution 16, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
such authority to expire at the earlier of the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, unless previously renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require ordinary shares to be allotted or sold (and treasury shares to be sold) after the authority expires and the Board may allot ordinary shares (and sell ordinary shares) under any such offer or agreement as if such power had not expired.
That, conditional upon the passing of Resolution 15 above, the Board be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 15 and/ or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
such authority to expire at the end of the next AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, unless previously renewed, varied or revoked by the Company in general meeting, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require ordinary shares to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
That the Company be and it is hereby generally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of £0.0005 each in the capital of the Company on such terms and in such manner as the Board of Directors may from time to time determine, provided that:
That the Company be and it is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026.
By Order of the Board
Chair of the Board 15 April 2025 Luceco plc, Building E Stafford Park 1 Stafford Park, Telford Shropshire, TF3 3BD Registered in England and Wales No. 05254883
In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 15 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 16 to 19 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.
The Directors must present to the shareholders at the AGM the audited Annual Report and Financial Statements of the Company and the reports of the Directors and Auditor for the year ended 31 December 2024.
The Board recommends a final dividend of 3.3 pence per ordinary share. Subject to approval by shareholders, the final dividend will be paid on 22 May 2025 to ordinary shareholders whose names appear on the register of members at the close of business on 11 April 2025.
The Directors must put the Directors' Remuneration Report set out on pages 92 to 109 in the Annual Report to a vote of the shareholders. The vote is only advisory however and the Directors' entitlement to remuneration is not conditional on the resolution being passed.
In accordance with the Company's Articles of Association, all Directors will retire at each AGM. This year, all Directors are standing for re-election except for Janet Ryan who is standing for election after she was appointed by the Directors on 1 July 2024. Based on the Board review carried out during 2024, it is considered that each Director continues to be effective and their contribution supports the long-term sustainable success of the Company. Accordingly, the Board recommends the re-election and election (as applicable) of all Directors. The skills and experience of each Director, which can be found below and on pages 76 to 77 of the Annual Report, demonstrate why their contribution is, and continues to be, important to the Company's long-term sustainable success.
Giles Brand – Giles is the founder and Managing Partner of EPIC, an independent investment manager, advisory and placement agent and administrator. Giles is a director of its subsidiary EPIC Investment Partners (UK) Limited, the investment manager of ESO, the Company's largest shareholder. Since 2001, Giles has led over 30 buyout, turnaround, distressed and growth capital transactions. Many of these transactions have made multiple bolt-on acquisitions in the UK and overseas. Giles is Chair of the Board and the Nomination Committee.
Caroline Brown – Caroline joined the Board as an independent Non-Executive Director and was Chair of the Audit Committee from October 2016 to October 2021. Caroline is a member of the Nomination Committee and Remuneration Committee. She has managed divisions of FTSE 100 groups and AIM businesses with international industrial and technology operations and has worked as a corporate finance adviser with various leading banks. She is a Fellow of the Chartered Institute of Management Accountants and has chaired audit committees of listed companies for the past 20 years. She holds a degree and PhD in Natural Sciences from the University of Cambridge and an MBA from the University of London.
John Hornby – John was appointed Chief Executive Officer of the Company in 2005 having originally joined Luceco in 1997. John led the original management buyout of Luceco from a listed plc in 2000 and led the secondary buyout with EPIC Private Equity LLP in 2005. Since then, John has led the development of the Company's Chinese operations. John began his career with Knox D'Arcy Management Consultants following his graduation from the University of Oxford with a degree in Economics.
Will Hoy – Will assumed the position of Chief Financial Officer on 1 April 2023. Will joined the Board as a Non-Executive Director in 2019 and was Chair of the Audit Committee from October 2021 to January 2023. Will previously held the position of Chief Financial Officer for GKN Aerospace ("GKN"), the UK-headquartered global aerospace technology leader. Will has held a number of senior finance roles in a career with GKN that spanned over 20 years, including nine years as Head of Corporate Finance in which he oversaw GKN's M&A activities. Prior to joining GKN, Will qualified as a Chartered Accountant at KPMG and worked in its Corporate Finance department.
Tim Surridge – Tim joined the Board as an independent Non-Executive Director on 27 September 2016. Tim is Chair of the Remuneration Committee and was appointed as Chair of the Audit Committee on 19 January 2023. Tim previously served as Group Chief Financial Officer at Olive Group Capital Limited, a Dubai based security solution provider, and as Chief Financial Officer and an Executive Director at Dangote Cement plc, Nigeria's largest cement producer. Tim joined KPMG LLP UK in 1991 and became a partner in the firm's Transactional Services business in 2006. Tim has considerable accounting and advisory experience including stock market listings, reverse takeovers, management buyouts and acquisitions. Tim is a qualified Chartered Accountant.
Pim Vervaat – Pim joined the Board as Senior Independent Non-Executive Director in 2020 and became a member of the Audit Committee in October 2021, bringing extensive Board-level international manufacturing experience to the Company. Pim is also a member of the Remuneration Committee. Pim was the Chief Executive Officer of the leading flexible packaging manufacturer Constantia Flexibles from 2020 until September 2024. Previously, he spent 12 years at RPC Group Plc, initially as Chief Financial Officer and then as Chief Executive Officer. Pim was also Chair of the Audit Committee and Senior Independent Director of Avon Rubber plc from March 2015 to January 2021.
Julia Hendrickson - Julia joined the Board as an independent Non-Executive Director in June 2022 and became a member of the Audit Committee and Remuneration Committee from October 2022. Julia is also the Employee Engagement Director for Luceco. Julia has spent her career in commercial leadership roles within large retail and FMCG organisations. Julia has extensive international experience in developing customer-focused commercial strategy, including within the e-commerce channel. Julia was the President of Linnaeus Veterinary Limited, a leading veterinary health business in the UK and Republic of Ireland. Previously, Julia led the Commercial & Marketing function within the International Retail division of Walgreens Boots Alliance and was Managing Director of its European retail business.
Janet Ryan - Janet joined the Board as an independent Non-Executive Director and Audit Committee member in July 2024. Janet is a management accountant with considerable financial and commercial experience in international industrial and manufacturing businesses. Most recently, Janet held the position of Group Finance Director at AB Sugar, a highly complex global division of Associated British Foods plc. Previously, she has held senior leadership roles both in the UK and overseas with Victrex plc, Cabot Corporation, Huntsman Corporation and ICI plc, and has led both the purchase and integration of a number of acquisitions, across her successful finance and business leadership career.
The Board is satisfied that each Non-Executive Director offering themselves for re-election and election is independent and there are no relationships or circumstances likely to affect their character or judgement. Accordingly, the Board unanimously recommends the re-election of the Directors at Resolutions 4 to 10 and the election of Janet Ryan as a Director at Resolution 11.
As detailed in the Report of the Audit Committee set out on pages 87 to 91 of the Annual Report, a formal audit tender process was conducted in 2024. Following the tender process, the conclusion of the Audit Committee was to recommend to the Board the re-appointment of KPMG LLP as Auditor of the Company. The Board recommends to shareholders the re-appointment of KPMG LLP as the Company's Auditor to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid before the shareholders in accordance with the provisions of the Companies Act 2006.
Resolution 12 proposes the reappointment of KPMG LLP who have agreed to continue as the Company's Auditor.
Resolution 13 seeks the usual authorisation for the Audit Committee to determine the Auditor's remuneration.
Part 14 of the Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any twelve-month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups which the Company and its subsidiaries might wish to support, even though those activities are not designed to support or influence support for a particular party.
It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood. The Directors consider, however, that it is in the best interests of shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Act, the Directors are seeking shareholders' authority for the Company and its UK subsidiaries to make political donations and to incur political expenditure in case any of the Company's normal activities are caught by the Act for the period from the date of the AGM to the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, up to a maximum aggregate amount of £100,000.
The purpose of Resolution 15 is to give the Directors authority to allot shares in place of the existing authority, approved at the 2024 AGM of the Company, which expires at the conclusion of the 2025 AGM.
The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to an aggregate nominal value of £26,800 (as reduced by the nominal amount of any shares issued under paragraph (b) of Resolution 15), which is equivalent to approximately one third (33.33 per cent) of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at the Latest Practicable Date prior to publication of this Notice.
The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a fully pre-emptive offer in favour of ordinary shareholders up to a nominal value of £53,600 (as reduced by the nominal amount of any shares issued under paragraph (a) of Resolution 15), which is equivalent to approximately two thirds (66.67 per cent) of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at the Latest Practicable Date prior to publication of this Notice (such amount to be reduced by the amount of any relevant securities issued by the authority conferred by paragraph (a) of Resolution 15). This is in line with the Investment Association's Share Capital Management Guidelines issued in July 2016 (the "Guidelines").
At the Latest Practicable Date, the Company held 10,229,865 shares in treasury.
There are no present plans to undertake a pre-emptive offer or to allot new shares other than in connection with employee share and incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by the Guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
The authorities sought in paragraphs (a) and (b) of Resolution 15 are without prejudice to previous allotments made under such existing authorities.
If the resolution is passed, the authorities in paragraphs (a) and (b) will expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026.
Resolutions 16 and 17 will be proposed as special resolutions, which require a 75% majority of the votes to be cast in favour. They 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.
Resolution 16 deals with the authority of the Board to allot new shares or other equity securities pursuant to the authorities given by Resolution 15, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities, or as the Board otherwise considers necessary, or otherwise, up to an aggregate nominal amount of £8,040, being approximately 10% of the total issued share capital of the Company as at the Latest Practicable Date prior to the publication of this Notice, plus a further authority of up to an aggregate nominal amount equal to 20% of any allotments or sales under Resolution 16(b) to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraphs 3 of Section 2B of the Pre-Emption Group Statement of Principles (the "Principles").
The Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 10% of issued ordinary share capital (exclusive of treasury shares) (with a further authority of up to an aggregate nominal amount equal to 20% of any allotments or sales under Resolution 17(a) to be used only for the purposes of making a follow-on offer of the kind contemplated by paragraph 3 of Section 2B of the Principles), to be used only in connection with an acquisition or specified capital investment.
Accordingly, Resolution 17 seeks to authorise the Board to allot new shares and other equity securities pursuant to the authority given by Resolution 15, or sell treasury shares, for cash up to a further nominal amount of £8,040, being approximately 10% of the total issued ordinary share capital of the Company as at the Latest Practicable Date prior to the publication of this Notice.
This Resolution will allow the Board to allot shares only in connection with financing (or refinancing, if the authority is to be used within 12 months after the original transaction) an acquisition or specified capital investment of a kind contemplated by the Principles. As mentioned above, Resolution 17 also provides for a further authority of up to an aggregate nominal amount equal to 20% of any allotments or sales under Resolution 17(a) to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Group Statement of Principles.
Resolutions 16 and 17 have been separated in accordance with the guidance issued by the Pre-Emption Group. If the Company makes a non-pre-emptive issue of ordinary shares for cash using the power conferred by Resolution 16 or 17 above, the Directors confirm that the Company will comply with the shareholder protections contained in Part 2B of the Principles regarding how such an issue should be carried out. Among other things, the Directors of the Company will give due consideration to the possibility of giving retail investors and other existing investors who are not allocated shares an opportunity to subscribe for ordinary shares at a similar price. Resolution 16(c) and Resolution 17(b) are intended to enable the Company to do this by making a follow-on offer to such investors, as described above. The authorities set out in Resolutions 16 and 17 will expire at the earlier of 30 June 2026 and the conclusion of the annual general meeting of the Company held in 2026.
The Directors intend to exercise this right only when, in light of market conditions prevailing at the time, they are satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and, accordingly, that the purchase is in the interests of shareholders. The Directors will also give careful consideration to gearing levels of the Company and its general financial position. The purchase price would be paid out of distributable profits.
The Act permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company's employee share schemes.
Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.
If the Directors exercise the authority conferred by Resolution 18, they may consider holding those shares in treasury, rather than cancelling them.
The Directors believe that the ability to hold shares in treasury provides the Company with greater flexibility in the management of its share capital. The Directors would also consider using any such treasury shares to satisfy share options/awards under the Company's employees' share schemes.
The maximum number of shares which may be purchased under the proposed authority will be 10,671,000 ordinary shares representing approximately 6.64% of the issued ordinary share capital of the Company at the Latest Practicable Date prior to the publication of this Notice. The price paid for ordinary shares will not be less than the nominal value. The price paid will not be more than the higher of 5% above the average of the middle-market quotation of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five Business Days preceding the day on which the shares are purchased and an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.
As at the Latest Practicable Date prior to the publication of this Notice, the Company held 10,229,865 ordinary shares in treasury and there were no warrants over the Company's ordinary shares outstanding. As at the Latest Practicable Date prior to the publication of this Notice, there were 8,795,715 options to subscribe over the Company's ordinary shares outstanding. The proportion of issued share capital that they represented at that time was 5.47% and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 5.86%.
Resolution 18 will be proposed as a special resolution to provide the Company with the necessary authority to purchase its ordinary shares. If the resolution is passed, the authority will expire at the conclusion of the AGM of the Company to be held in 2026 or, if earlier, at the close of business on 30 June 2026, unless renewed before that time.
Under the Act, the notice period required for all general meetings of the Company is 21 clear days. AGMs will always be held on at least 21 clear days' notice, but shareholders can approve a shorter notice period for other general meetings. Resolution 19, if passed, authorises the calling of general meetings other than an AGM on not less than 14 clear days' notice, and will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances and noting the recommendations of the UK Corporate Governance Code, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole. Resolution 19 is proposed as a special resolution.
The following definitions apply throughout this document, unless the context otherwise requires:
| 2006 Act or the Act | the Companies Act 2006 |
|---|---|
| Annual General Meeting or AGM | the Annual General Meeting of the Company to be held at the offices of Peel Hunt, 100 Liverpool St, London EC2M 2AT at 10:30 am on Tuesday, 20 May 2025 |
| Annual Report | the Annual Report and Financial Statements of the Company for the financial year ended 31 December 2024 |
| Business Day | Any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London |
| Company | Luceco plc |
| CREST | the system for the paperless settlement of trades in securities operated by Euroclear in accordance with the CREST Regulations |
| Directors | the directors of the Company |
| Disclosure and Transparency Rules the Disclosure Rules and Transparency Rules, as published by the FCA in its handbook of rules and guidance |
|
| EPIC | EPIC Investments LLP (Company Number OC319060) of Audrey House, 16-20 Ely Place, London, EC1N 6SN |
| ESO | ESO Investments 2 Limited, 3rd Floor, Liberation House, Castle Street, St Helier, Jersey, JE1 1BL |
| Epic Group | Comprising ESO and Giles Brand, which has an aggregate interest in the Company's shares carrying voting rights of approximately 28.00% as at the Latest Practicable Date. |
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000 |
| Latest Practicable Date | the close of business on 15 April 2025, being the latest practical date prior to the publication of this document |
| MUFG Corporate Markets | means MUFG Corporate Markets of Central Square, 29 Wellington Street, Leeds LS1 4DL, the Registrars of the Company |
| London Stock Exchange | London Stock Exchange plc or its successor |
| Official List | the Official List of the UK Listing Authority |
| Proxy Form | the form that may be requested for use by shareholders of the Company in connection with the Annual General Meeting |
| UK Corporate Governance Code | The UK Corporate Governance Code published by the Financial Reporting Council |
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