Pre-Annual General Meeting Information • Sep 30, 2013
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 immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Ashmore Group plc, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Your attention is drawn to Ashmore Group plc's Annual Report and Accounts for the year ended 30 June 2013, a copy of which accompanies this document.
Goldman Sachs and UBS Investment Bank are acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of Goldman Sachs and UBS Investment Bank or for providing advice in relation to such proposals.
(Incorporated and registered in England and Wales under No. 3675683)
Notice of the Annual General Meeting of the Company to be held at Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Wednesday, 30 October 2013 is set out at the end of this document.
Shareholders are requested to complete and return the Form of Proxy enclosed with this document as soon as possible but in any event, to be valid, so as to be received by the Company's registrar, Equiniti Registrars, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 12 noon on Monday, 28 October 2013.
The return of the Form of Proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.
The following definitions apply throughout this document, unless the context otherwise requires:
| "Annual General Meeting" or "AGM" | means the Annual General Meeting of the Company to be held at the Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Wednesday, 30 October 2013 |
|---|---|
| "Annual Report" | means the Annual Report and Accounts of the Company for the year ended 30 June 2013 a copy of which accompanies this document |
| "Authority to Make Market Purchases" | means the authority for the Company to make market purchases of Ordinary Shares to be proposed to Shareholders in the terms of resolution 17 set out in the Notice of AGM |
| "Board" or "Directors" | means the Directors of Ashmore Group plc, and "Director" shall mean any one of them, as the context requires |
| "Business Day" | means any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London |
| "Chairman's Letter" | means the letter from Michael Benson, the Non-executive Chairman of the Company, set out in Part I of this document |
| "Company" | means Ashmore Group plc |
| "Employee Benefit Trust" or "EBT" | means the Ashmore 2004 Employee Benefit Trust established by a trust deed dated 15 March 2004 of which Carey Pensions and Benefits Limited is the trustee |
| "Form of Proxy" | means the form of proxy accompanying this document |
| "FSMA" | means the Financial Services and Markets Act 2000 |
| "Goldman Sachs" | means Goldman Sachs International |
| "Independent Directors" | means the Directors of the Company other than Mark Coombs |
| "Independent Shareholders" | means Shareholders other than Mark Coombs |
| "London Stock Exchange" | means London Stock Exchange plc |
| "Notice of AGM" | means the notice of the Annual General Meeting set out at the end of this document |
| "Official List" | means the official list of the UK Listing Authority |
| "Ordinary Shares" | means ordinary shares of 0.01 pence each in Ashmore Group plc |
| "Panel" | means the Panel on Takeovers and Mergers |
| "resolution" or "resolutions" | means a resolution or the resolutions set out in the Notice of AGM |
| "Shareholders" | means holders of Ordinary Shares |
| "Share Options" | means options to subscribe for and awards over Ordinary Shares under the Share Schemes |
| "Share Schemes" | means the Ashmore Executive Omnibus Incentive Plan, the Ashmore Company Share Option Plan and the Ashmore First Discretionary Share Option Scheme |
| "Takeover Code" | means the City Code on Takeovers and Mergers |
| "UBS" or "UBS Investment Bank" | means UBS Limited |
| "UK Listing Authority" | means the UK Listing Authority, being the Financial Conduct Authority acting as competent authority for the purposes of Part VI of FSMA |
| "UKLA Listing Rules" | means the Listing Rules of the UK Listing Authority made in accordance with Section 74 of FSMA |
| "Waiver Resolution" | means resolution 18 in the form set out in the Notice of AGM at the end of this document approving a waiver of the mandatory offer provisions set out in Rule 9 and Rule 37 of the Takeover Code |
(Registered in England No. 3675683)
Directors: Registered Office: Michael Benson (Non-executive Chairman) 61, Aldwych Mark Coombs (Chief Executive Officer) London WC2B 4AE Graeme Dell (Group Finance Director) Nick Land (Senior Independent Non-executive Director) 13 September 2013 Melda Donnelly (Non-executive Director) Simon Fraser (Non-executive Director) Charles Outhwaite (Non-executive Director) Dame Anne Pringle (Non- executive Director)
Dear Shareholder
The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting of the Company which will be held at the Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Wednesday, 30 October 2013 and to seek your approval of them. The Notice of AGM is set out at the end of this document.
The first part of the AGM (resolutions 1 to 13 inclusive) will address ordinary business of the AGM. The second part of the AGM (resolutions 14 to 20 inclusive) will seek the necessary Shareholder approvals for:
All of the resolutions to be proposed at the AGM (including the proposals outlined above) will be taken on a poll and are explained in further detail below.
The ordinary business of the AGM comprises resolutions 1 to 13 inclusive.
The Directors are required to lay the Directors' report, the audited annual accounts of the Company and the independent auditor's report before Shareholders at the Annual General Meeting. Accordingly, resolution 1 presents the accounts for the year ended 30 June 2013 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the Annual Report accompanies this document.
Shareholder approval is required for the payment of a final dividend as recommended by the Board. Subject to shareholder approval, this dividend will be paid on 6 December 2013 to Shareholders on the register of members of the Company at the close of business on 8 November 2013.
The Board has fully adopted provision B.7.1 of the UK Corporate Governance Code and, as at last year's annual general meeting, the Directors will all retire and seek re-election at the Annual General Meeting on 30 October 2013.
Mr Charles Outhwaite and Dame Anne Pringle were appointed Directors during the year and will seek re-election in accordance with the Articles of Association of the Company.
Biographies of the Directors are contained on page 39 of the Annual Report.
The UK Corporate Governance Code recommends that the Board should undertake a formal annual evaluation of its own performance and that of its committees and individual Directors and that an externally facilitated evaluation should be undertaken at least once every three years. An independent externally facilitated evaluation was conducted in 2012 and the evaluation in 2013 was conducted internally. Meetings were held by me with each Director in which issues and developments over the year were discussed and performance was considered by reference to the objectives of the Board and its committees. The issues raised during this process were discussed by the Board together. During the year, the Non-executive Directors, led by the Senior Independent Non-executive Director, evaluated my performance as Chairman and feedback on my performance as Chairman was also reflected in the Board evaluation discussion. The Board believes that, following the completion of their evaluation, the performance of the Directors continues to be effective and that they continue to demonstrate commitment to their roles. The Board therefore recommends the re-election of all Directors who are seeking re-election and also of the Directors appointed during the year.
Under section 420 of the Companies Act 2006 the Directors must prepare an annual report detailing the remuneration of the Directors and the Company's remuneration policy. Section 439 of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders each year for their approval of that report. The vote is advisory, however, and the Directors' entitlement to remuneration is not conditional on the resolution being passed. The remuneration report is on pages 54 to 66 of the Annual Report.
The Company's auditors must offer themselves for reappointment at each general meeting at which accounts are presented. KPMG Audit Plc, whose appointment as auditor has been ratified in previous AGMs, have transferred their business into its intermediate parent KPMG LLP. On the advice of the Company's Audit and Risk Committee, the Board proposes that KPMG LLP to be appointed as auditor, and ask that the shareholders ratify its appointment.
Resolution 13 authorises the Directors to agree the remuneration of the Company's auditors.
The special business to be considered at the AGM comprises resolutions 14 to 20 inclusive.
Section 366 of the Companies Act 2006 requires the Company to seek shareholder approval for the making of political donations and the incurring of political expenditure by the Company. Although the Company does not make and does not intend to make donations to political parties within the normal meaning of that expression, the definition in the Companies Act 2006 is wide. It can extend to bodies such as those concerned with policy review, law reform and the representation of the business community and special interest groups such as those concerned with the environment, which the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to seek Shareholders' authority for political donations and political expenditure in case any of its normal activities are caught by the legislation.
At the annual general meeting held on 31 October 2012, members gave authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount equal to £23,579.08 (representing 235,790,824 Ordinary Shares of 0.01 pence each) representing one-third of the issued ordinary share capital (excluding treasury shares) of the Company and, in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,158.16 (representing 471,581,648 Ordinary Shares) representing two-thirds of the issued ordinary share capital (excluding treasury shares). Resolution 15 replaces the authority granted in 2012 which expires at the conclusion of this year's AGM.
Paragraph (a) of resolution 15 would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to £23,579.08 (representing 235,790,824 Ordinary Shares of 0.01 pence each). This amount represents one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 13 September 2013, the latest practicable date prior to publication of this AGM notice.
Consistent with the guidance issued by the Association of British Insurers, paragraph (b) of resolution 15 would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,158.16 (representing 471,581,648 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 13 September 2013, the latest practicable date prior to publication of this AGM notice.
The authorities sought under this resolution will expire at the earlier of 29 January 2015 and the conclusion of the next annual general meeting of the Company.
The Directors will continue to seek to renew these authorities at each annual general meeting, in accordance with best practice. The Directors have no present intention to exercise either of the authorities sought under resolution 15 save as necessary under paragraph (a) to satisfy current obligations of the EBT under the Company's share option schemes.
As at 13 September 2013, the latest practicable date prior to publication of this AGM notice, 5,368,331 Ordinary Shares, with an aggregate nominal value of £536.83, are held by the Company in treasury.
Resolution 16 will be proposed as a special resolution, which requires a 75 per cent majority of the votes to be cast in favour. It would give the Directors the authority to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings.
This authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £3,556.58 (representing 35,565,766 Ordinary Shares). This aggregate nominal amount represents approximately 4.99 per cent of the issued ordinary share capital (including treasury shares) of the Company as at 13 September 2013, the latest practicable date prior to publication of this AGM notice.
In respect of this aggregate nominal amount, the Board confirms its intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5 per cent should not take place without prior consultation with the Shareholders.
The Directors will continue to seek to renew this authority at each annual general meeting, in accordance with current best practice.
This authority will expire at the earlier of 29 January 2015 and the conclusion of the next annual general meeting of the Company.
This resolution, which is conditional on the passing of the Waiver Resolution (resolution 18), seeks authority for the Company to buy back its own Ordinary Shares as permitted by the Companies Act 2006. The authority, if granted, limits the number of Ordinary Shares that could be purchased to a maximum of 70,666,510 Ordinary Shares, representing approximately 9.99 per cent of the Company's issued share capital (excluding treasury shares) as at 13 September 2013, the latest practicable date prior to publication of this AGM notice, and sets the minimum and maximum prices that can be paid. The Company may either retain any of its own shares which it has purchased as treasury shares with a possible re-issue at a future date, or cancel them.
The Company would consider holding any of its shares that it purchased pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base.
Any market purchases would only be made from the Company's distributable reserves not required for other purposes. No provider of finance will be required and therefore no payment of interest, repayment of, or security for, any liability will be required to be dependent upon the business of the Company. During the financial year ended 30 June 2013, the Company did not utilise the authority to make market purchases conferred at the 2012 annual general meeting. The authority being sought would only be exercised if the Directors believed that to do so would result in an increase in earnings per share and would be in the interests of Shareholders generally. Subject to this, the Directors have no current intention of utilising this authority.
A purchase of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases could increase the percentage of voting rights held by Mark Coombs. In certain circumstances (described below) such an increase could trigger an obligation on Mark Coombs to make a mandatory offer for the whole of the issued share capital of the Company pursuant to the Takeover Code.
Independent Shareholders will be asked, under resolution 18, to renew their approval of the waiver by the Panel of the mandatory offer provisions such that the purchases of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases will not trigger a requirement for Mark Coombs to make a mandatory offer for the entire issued share capital of the Company. Further details of this waiver are set out below.
The total number of options over Ordinary Shares outstanding as at 13 September 2013 was 503,750 representing approximately 0.07 per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 13 September 2013. If the authority to buy back shares under this authority were exercised in full, the total number of options to subscribe for Ordinary Shares outstanding as at 13 September 2013 would, assuming no further Ordinary Shares are issued, represent 0.08 per cent of the issued capital of the Company (excluding treasury shares).
This authority will expire at the earlier of 29 January 2015 and the conclusion of the next annual general meeting of the Company.
The Waiver Resolution, which will be proposed as an ordinary resolution, seeks Independent Shareholders' approval of a waiver of the obligation that could arise on Mark Coombs to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases.
Under Rule 9 of the Takeover Code, when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30 per cent or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent of the voting rights of a company, but does not hold shares carrying more than 50 per cent of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of the Company at the highest price paid by him, or any persons acting in concert with him, for shares in the Company within the 12 months prior to announcement of the offer.
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any 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 (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer).
Mark Coombs is currently interested in an aggregate of 291,574,200 Ordinary Shares representing 41.22 per cent of the issued share capital of the Company (excluding treasury shares). If the Company were to repurchase from persons other than Mark Coombs all the Ordinary Shares for which it is seeking authority, Mark Coombs' interest in shares would (assuming no other allotments of Ordinary Shares) increase to 45.79 per cent of the issued share capital of the Company (excluding treasury shares) by virtue of such a repurchase. Accordingly, an increase in the percentage of the shares carrying voting rights in which Mark Coombs is interested, as a result of any exercise of the Authority to Make Market Purchases, would ordinarily have the effect of triggering Rule 9 of the Takeover Code and result in Mark Coombs being under an obligation to make a general offer to all Shareholders.
The Company applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Authority to Make Market Purchases proposed under resolution 17 to be exercised by the Board (if such authority is approved by Shareholders) without triggering an obligation on the part of Mark Coombs to make a general offer to Shareholders. The Panel has agreed, subject to Independent Shareholders' approval on a poll, to waive the requirement for Mark Coombs to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by the Company of up to 70,666,510 Ordinary Shares.
The waiver granted by the Panel relates only to any increase in the percentage of Ordinary Shares held by Mark Coombs as a result of purchases by the Company of Ordinary Shares pursuant to the authority sought from the Shareholders at the AGM and is conditional on the passing of resolution 18 by the Independent Shareholders of the Company on a poll. As Mark Coombs is interested in the outcome of resolution 18 he will be precluded from voting on that resolution.
Following exercise of the Authority to Make Market Purchases (either in whole or in part), Mark Coombs will continue to be interested in shares which carry more than 30 per cent but will not hold more than 50 per cent of the Company's voting share capital, and any further increase in the number of shares in which he is interested (other than a further exercise of the Authority to Make Market Purchases) will be subject to the provisions of Rule 9 of the Takeover Code.
As you will be aware, Mark Coombs is currently the Chief Executive Officer of the Company.
Mark Coombs is not presently proposing any changes to the Board (other than those already reported by the Company and as described herein and in the Annual Report) and his intention, following any increase in his shareholding as a result of any repurchase of Ordinary Shares, is that the business of the Company should continue to be run in substantially the same manner as at present. Mark Coombs has also confirmed that his intentions regarding the locations of the Company's business and his intentions regarding the continued employment of employees and management of the Company, including any material change in conditions of employment, will not be altered as a result of the proposals set out in this document, nor will there be any re-deployment of the fixed assets of the Company nor any change to the Company's listing on the London Stock Exchange as a result of such proposals.
Mark Coombs was appointed as Chief Executive Officer and as a Director on the incorporation of the Company in December 1998. He held a number of positions at Australia and New Zealand Banking Group (ANZ) and led Ashmore's buyout from ANZ in early 1999. He is Co-Chair of EMTA, the trade association for emerging markets, having been on the Board since 1993. Mark has an MA in law from Cambridge University.
Further details in relation to the Waiver Resolution are set out in Part II of this document. The Waiver Resolution will expire at the earlier of 29 January 2015 and the conclusion of the next annual general meeting of the Company.
Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to 21 days unless Shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (Annual general meetings will continue to be held on at least 21 clear days' notice.)
Before the coming into force of the Companies (Shareholders' Rights) Regulations 2009 on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, resolution 19 seeks such approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
Note that the changes to the Companies Act 2006 mean that, 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 Articles of Association currently limit the total aggregate of Directors' fees that may be payable to £500,000 annually, or any higher sum decided on by an ordinary resolution at general meeting. The fees payable annually to Non-executive Directors amount to £60,000 per Director and £150,000 for the Chairman. During the year the Company appointed two additional Non-executive Directors and the Board now consists of six Non-executive Directors, including the Chairman. Resolution 20 will be proposed as an ordinary resolution to allow the Company to pay aggregate fees to Directors up to a limit of £750,000 each year. This would give the Board and the Nominations Committee flexibility in terms of future potential Board expansion and succession planning.
You will find set out at the end of this document a Notice of AGM convening the AGM of the Company to be held at the Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon, on Wednesday, 30 October 2013, at which the resolutions referred to above will be proposed.
You are requested to complete the Form of Proxy accompanying this document in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM, and return it to the Company's registrar, Equiniti Registrars, Aspect House, Spencer Road, Lancing, Worthing, West Sussex BN99 6DA, as soon as possible and in any event so that it is received not later than 12 noon on Monday, 28 October 2013. Completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you so wish.
Your attention is drawn to the Annual Report and to Part II of this document which contain certain additional information in respect of the Company and the Directors' interests. Shareholders are advised to read the whole of this document and the Annual Report and not to rely solely on the summary information set out in this letter.
The Board believes the proposals described above regarding the resolutions to be proposed at the AGM to be in the best interests of the Company and Shareholders as a whole, save that Mark Coombs makes no recommendation with regard to the Waiver Resolution as, in accordance with the provisions of the Takeover Code, it is the percentage increase in his interest in Ordinary Shares which is the subject of the Waiver Resolution. Accordingly, the Board, with the exception just described, recommends that Shareholders vote in favour of such resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to 41.45 per cent of the issued Ordinary Shares (excluding treasury shares), save that Mark Coombs will not vote in respect of his beneficial holding of Ordinary Shares, which amounts to 41.22 per cent of the issued Ordinary Shares (excluding treasury shares), on the Waiver Resolution, in which he is considered to be interested.
The Independent Directors, who have been so advised by Goldman Sachs and UBS Investment Bank, consider the waiver of the obligation that could arise on Mark Coombs to make an offer under Rule 9 of the Takeover Code in relation to the Authority to Make Market Purchases to be in the best interests of the Company and the Independent Shareholders as a whole. In providing their advice to the Independent Directors, Goldman Sachs and UBS Investment Bank have taken account of the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the AGM, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.23 per cent of the issued Ordinary Shares (excluding treasury shares).
Yours sincerely
Chairman
1.1 The Directors take responsibility for the information contained in this document other than:
To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Directors intend to continue conducting the business of the Company and its subsidiaries in a similar manner as it is currently conducted and there are currently no plans to introduce any major changes to the business of the Company and its subsidiaries or the terms of engagement of any employees of the Company and its subsidiaries.
3.1 The names of the Directors and the positions they hold at the date of this document are:
| Name | Position |
|---|---|
| Michael Benson | Non-executive Chairman |
| Mark Coombs | Chief Executive Officer |
| Graeme Dell | Group Finance Director |
| Nick Land | Senior Independent Non-executive Director |
| Melda Donnelly | Non-executive Director |
| Simon Fraser | Non-executive Director |
| Charles Outhwaite | Non-executive Director |
| Dame Anne Pringle | Non-executive Director |
Further information relating to the Directors is included on page 39 of the Annual Report.
3.2 The business address of the Directors is 61, Aldwych, London WC2B 4AE.
The Directors confirm that they are unaware of any agreements, arrangements or understandings between any of the Directors and any of the Shareholders of the Company which would amount to such Shareholders acting in concert with any of the Directors.
It is not the Directors' intention to sell any of their shareholdings back to the Company pursuant to the Authority to Make Market Purchases. The Directors also believe that there are no related parties from whom Ordinary Shares are proposed to be purchased and in the event that any Shareholders of the Company come within the definition of related party set out in the UKLA Listing Rules, the Directors confirm that there is no prior understanding, arrangement or agreement between the Company and any related party.
At the close of business on 13 September 2013 (being the latest practicable date prior to the posting of this document), the interests of the Directors and their families and the interests of persons connected with them, within the meaning of Part 22 of the Companies Act 2006, in the issued share capital of the Company were as follows:
| % of issued | ||
|---|---|---|
| Name | Ordinary Shares | share capital |
| Mark Coombs | 291,574,200 | 41.22 |
| Graeme Dell | 1,736,487 | 0.25 |
| Michael Benson | 29,000 | 0.004 |
| Nick Land | 43,000 | 0.006 |
| Melda Donnelly | 20,000 | 0.003 |
| Simon Fraser | 25,000 | 0.004 |
| Charles Outhwaite | 40,000 | 0.006 |
| Dame Anne Pringle | – | – |
On 25 March 2013 Mark Coombs gifted 4,000,000 Ordinary Shares to charity for nil consideration. As a result of this gift, Mark Coombs' interest in the issued share capital of the Company was reduced to 291,574,200 shares. Mr Simon Fraser purchased 25,000 shares on 22 February 2013 and Mr Charles Outhwaite purchased 40,000 shares on 3 July 2013.
The interests of Mr Graeme Dell in the issued share capital of the Company are held in the EBT and were comprised as follows:
| Number of restricted shares |
Number of bonus shares |
Number of matching shares |
Market price at date of grant |
Date of grant | Release date |
|---|---|---|---|---|---|
| 296,114 | 222,085 | 222,085 | 162.10 pence | 17 October 2008 | 16 October 2013 |
| 102,406 | 76,805 | 76,805 | 273.42 pence | 15 October 2009 | 15 October 2014 |
| 113,479 | 85,109 | 85,109 | 317.24 pence | 21 September 2010 | 21 September 2015 |
| 121,853 | 91,390 | 91,390 | 393.92 pence | 20 September 2011 | 19 September 2016 |
| 60,743 | 45,557 | 45,557 | 329.26 pence | 18 September 2012 | 17 September 2017 |
Save as disclosed above no Director of the Company has made any sales or purchases of shares during the year.
At the close of business on 13 September 2013 (being the latest practicable date prior to the posting of this document), the EBT held 34,985,224 Ordinary Shares.
The Directors' current service agreements and letters of appointment will be available for inspection as set out in paragraph 12 below and are summarised below (and on page 58 of the Annual Report). There are no other service contracts between the Directors and the Company or any of its subsidiaries and, save as disclosed herein, no other 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 table below provides details of the Directors' service agreements/letters of appointment. Full details of the Directors' emoluments and other benefits are set out on pages 54 to 66 of the Annual Report which accompanies this document.
| Directors' service contracts | Date appointed Director | Contract date | Notice period | Expiry/review date |
|---|---|---|---|---|
| Executive directors | ||||
| Mark Coombs | 3 December 1998 | 21 September 2006 | 1 year | Rolling |
| Graeme Dell | 19 December 2007 | 3 December 2007 | 1 year | Rolling |
| Non-executive directors | ||||
| Michael Benson – Chairman | 3 July 2006 | 3 July 2012 | 1 month | 3 July 2015 |
| Nick Land | 3 July 2006 | 3 July 2012 | 1 month | 3 July 2015 |
| Melda Donnelly | 1 July 2009 | 1 July 2009 | 1 month | 1 July 2015 |
| Simon Fraser | 10 February 2012 | 10 February 2012 | 1 month | 10 February 2015 |
| Charles Outhwaite | 19 February 2013 | 19 February 2013 | 1 month | 19 February 2016 |
| Dame Anne Pringle | 19 February 2013 | 19 February 2013 | 1 month | 19 February 2016 |
No contracts have been entered into by the Company or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the posting of this document which are or may be material.
There has been no significant change in the financial or trading position of the Company since 30 June 2013, being the date to which the last audited published accounts of the Company and its subsidiaries were prepared.
The middle market quotations for the Ordinary Shares of the Company, as derived from the London Stock Exchange Daily Official List, on the first Business Day of each of the six months immediately preceding the date of this document and on 13 September 2013 (being the latest practicable date prior to the posting of this document) were:
| Date | Price per Ordinary Share (p) |
|---|---|
| 13 September 2013 | 368.42 |
| 2 September 2013 | 340.50 |
| 1 August 2013 | 375.20 |
| 1 July 2013 | 340.80 |
| 3 June 2013 | 393.90 |
| 1 May 2013 | 393.50 |
| 1 April 2013 | 350.00 |
has as at 13 September 2013 (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; and
(iv) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;
(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;
For the purposes of this paragraph 11.3 a person is treated as "interested" in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those 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:
Copies of the following documents will be available for inspection during usual business hours on any Business Day at the registered office of the Company and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY from the date of this document up to the date of the AGM and at the place of meeting for 15 minutes prior to the meeting and during the meeting:
Copies of the documents set out above will also be available at the Company's website (www.ashmoregroup.com/corporate-investor-relations).
Notice is hereby given that the 2013 Annual General Meeting of Ashmore Group plc will be held at Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Wednesday, 30 October 2013 to consider and, if thought fit, to pass the following resolutions, which, in the case of resolutions 16, 17 and 19 will be proposed as special resolutions and, in the case of the other resolutions, will be proposed as ordinary resolutions. Resolution 18 will be voted on only by the Independent Shareholders of the Company. As Mark Coombs is interested in the outcome of resolution 18 he will be precluded from voting on that resolution.
in each case, during the period beginning with the date of passing of this resolution and ending at the end of the next annual general meeting of the Company or on 29 January 2015, whichever is earlier.
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 29 January 2015) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
THAT, if resolution 15 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, free of the restriction in section 561(1) of the Companies Act 2006, such power to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 15, by way of a rights issue only):
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a) of resolution 15 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, to the allotment (otherwise than under paragraph (a) of this resolution) of equity securities up to a nominal amount of £3,556.58,
such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 29 January 2015) but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended.
By order of the Board
Company Secretary
13 September 2013
(11) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
(12) A member must inform the Company in writing of any termination of the authority of a proxy.
The AGM will be held at Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX at 12 noon on Wednesday, 30 October 2013. Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX
Ashmore Group plc 61 Aldwych London WC2B 4AE United Kingdom
www.ashmoregroup.com
at the meeting instead of your proxy if you so wish.
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