AGM Information • Apr 19, 2021
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE COMPANY'S ANNUAL GENERAL MEETING TO BE HELD ON 20 MAY 2021.
If you are in any doubt as to what action you should take, you are recommended to seek your own advice from an appropriate professional adviser who is authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares in Genuit Group plc (the 'Company'), please send this document as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Incorporated and registered in England and Wales with no. 06059130)
The seventh Annual General Meeting ('AGM') of the Company will be held on Thursday 20 May 2021 at the offices of Genuit Group plc, Broomhouse Lane, Edlington, Doncaster, DN12 1ES, United Kingdom at 10.30am.
In order to be valid, your votes must be cast either online, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 18 May 2021.
As you will be aware, Polypipe Group plc changed its name to Genuit Group plc on 6 April 2021. This change was communicated in our results announcement and presentation on 16 March 2021. As the Group has continued to grow via acquisition, the Polypipe brand was becoming less accurate as a descriptor, and we believe this is a more inclusive name for the Group as we move forwards. We have retained all of our leading customer facing brands, including Polypipe.
The AGM is an important event in our corporate calendar and is the Board's opportunity to engage with shareholders and to listen and respond to your questions.
The formal Notice of Meeting is on pages 4 to 6. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 7 to 9. In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company does not provide a paper Form of Proxy for its AGM and, accordingly, you are requested to vote online instead. You can vote by logging on to our Registrars' website at www.signalshares.com and following the instructions, or you may request a hard copy Form of Proxy directly from our Registrars (contact details are set out on page 10). If you have requested a printed copy of the 2020 Annual Report and Accounts, this is also enclosed.
If you requested to receive the 2020 Annual Report and Accounts electronically or did not return the election letter previously sent to you, please accept this letter as notification that the 2020 Annual Report and Accounts has now been published on our website at www.genuitgroup.com.
The Board is closely monitoring the Government guidance in relation to the Coronavirus (Covid-19) situation. The Board recognises that the AGM is an important event for shareholders, but the health and wellbeing of our employees, shareholders and the wider community in which we operate remains of paramount importance to the Board.
We are therefore currently planning to hold the AGM at 10.30am on 20 May 2021 at our offices at Broomhouse Lane, Edlington, Doncaster, DN12 1ES, United Kingdom. Given the UK Government's current restrictions on public gatherings in indoor venues, we acknowledge that the AGM cannot be run in the normal manner this year. Unfortunately, shareholders will not be able to attend the AGM and any shareholders seeking to attend the AGM in person will be refused entry. Based on the current Government guidance, we intend to limit the number of Directors in attendance at the AGM to those required to conduct the business of the meeting. We will also observe appropriate social distancing measures at the AGM. The AGM will be held for the sole purpose of approving the formal business as set out in the Resolutions contained in the Notice of Meeting.
Given the nature of this year's AGM, we propose to allow shareholders to join the AGM via telephone dial-in rather than attending in person, should you wish to do so. Should you wish to attend the meeting by telephone, please email [email protected] with your full name, address and Investor Code so your details can be verified and the dial-in information sent to you.
The Board still requests shareholders to vote on all resolutions by completing and submitting an online Form of Proxy. Please therefore ensure that you vote via proxy in advance of the meeting. Details of how to vote by proxy are set out in the Administrative Notes in connection with the AGM on pages 10 to 12. In order to be valid, your votes must be cast either online, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 18 May 2021.
Shareholders can also submit any specific questions on the business of the AGM and resolutions to the Board in advance of and during the AGM by email to [email protected] by no later than 5.00pm on 19 May 2021. We will consider all questions received and, if appropriate, address them immediately following the formal business of the AGM. Where it is not possible to answer any of the questions submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing responses on the Company's website at www.genuitgroup.com as soon as practicable following the AGM.
We apologise for any inconvenience caused by the changes to our normal arrangements, but the Board considers them the most appropriate way for the Company to hold its AGM in the circumstances. We recommend that shareholders continue to monitor the Company's website and announcements for any updates in relation to the AGM. In the event that our AGM arrangements have to change, the Company will issue a further communication via a regulatory news service.
The results of the AGM will be published via a regulatory news service as soon as possible after the meeting and published on our website.
Your Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and we unanimously recommend that you vote in favour of them, as we propose to do in respect of our own shareholdings.
We thank you for your continued support and understanding during these challenging and extraordinary times, and hope you and your families are, and remain, safe and well.
Yours faithfully,
Ron Marsh Chairman
Notice is hereby given that the annual general meeting ('AGM') of Genuit Group plc (the 'Company') will be held at Broomhouse Lane, Edlington, Doncaster, DN12 1ES, United Kingdom on Thursday 20 May 2021 at 10.30am. At the AGM, you will be asked to consider and vote on the resolutions below. Resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 20 will be proposed as special resolutions.
To receive the Company's financial statements for the year ended 31 December 2020 together with the Directors' Report and the Auditor's Report on these accounts (the '2020 Annual Report and Accounts').
To approve the Directors' Remuneration Policy as set out on pages 77 to 85 of the 2020 Annual Report and Accounts.
To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2020 set out on pages 72 to 75 and 86 to 95 of the 2020 Annual Report and Accounts.
To declare a final dividend of 4.8 pence per ordinary share of £0.001 each in the Company ('Ordinary Share') for the year ended 31 December 2020.
To elect Mr Kevin Boyd as a Director of the Company.
To re-elect Mr Martin Payne as a Director of the Company.
Resolution 7
To re-elect Mr Paul James as a Director of the Company.
To re-elect Mr Glen Sabin as a Director of the Company.
To re-elect Mr Ron Marsh as a Director of the Company.
To re-elect Mr Mark Hammond as a Director of the Company.
To re-elect Ms Louise Hardy as a Director of the Company.
To re-elect Ms Lisa Scenna as a Director of the Company.
To re-elect Ms Louise Brooke-Smith as a Director of the Company.
To reappoint Ernst & Young LLP as auditor of the Company, to hold office until the conclusion of the next AGM of the Company.
To authorise the Audit Committee of the Company to determine the auditor's remuneration.
THAT the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company (together 'relevant securities') up to an aggregate nominal amount of £164,779.51 comprising:
This authority shall expire, unless renewed, varied or revoked by the Company in general meeting, on the earlier of fifteen months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2022, except that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.
THAT, subject to the passing of resolution 16, the Directors be authorised pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such authority be limited to:
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 16 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
THAT, subject to the passing of resolution 16, the Directors be authorised pursuant to sections 570 and 573 of the Act and in addition to any authority granted under resolution 17, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be:
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 17 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the Act) of its Ordinary Shares provided that in doing so it:
This authority shall expire fifteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, except that the Company may, if it agrees to purchase Ordinary Shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
To authorise the Directors to call a General Meeting of the Company, other than an AGM, on not less than 14 clear days' notice.
The Directors believe that the proposals in resolutions 1 to 20 are in the best interests of shareholders as a whole and they unanimously recommend that you vote in favour of all the resolutions.
By order of the Board
Emma Versluys Registered Office: Group Legal Counsel & Company Secretary Genuit Group plc 19 April 2021 Broomhouse Lane
Edlington Doncaster DN12 1ES
Resolutions 1 to 16 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast for or against are in favour.
The Directors are required by the Act to present to the shareholders of the Company at a General Meeting the reports of the Directors and the auditor, and the audited accounts of the Company, for the financial year ended 31 December 2020. The reports of the Directors and the audited accounts have been approved by the Directors, and the report of the auditor has been approved by the auditor, and a copy of each of these documents may be found in the 2020 Annual Report and Accounts.
The Act requires the Company to receive shareholder approval of a remuneration policy for its Directors at least every three years. This is a binding vote, and, after it takes effect, the Directors will not be entitled to remuneration unless such remuneration is consistent with the approved policy. The Company's last Remuneration Policy was approved by shareholders at its AGM in 2018 and the Company is therefore seeking approval from its shareholders for its Remuneration Policy as required by the Act.
The Act requires the Company to seek shareholder approval of the Remuneration Report on an annual basis. This is sought in resolution 3.
The Board proposes a final dividend of 4.8 pence per Ordinary Share for the year ended 31 December 2020. If approved, the recommended final dividend will be paid on 26 May 2021 to all shareholders who are on the Register of Members at close of business on 23 April 2021.
The Company's Articles of Association require that any Director appointed to the Board since the last AGM shall retire and seek election at the AGM. Kevin Boyd was appointed to the Board on 22 September 2020 and therefore offers himself for election at the AGM.
Biographical information for Kevin Boyd is shown on page 48 of the 2020 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).
The Company's Articles of Association require that each Director appointed to the Board shall retire and seek election every three years at the AGM. However, in accordance with the UK Corporate Governance Code, all of the Directors of the Company will stand for re-election.
Biographical information for the Directors is shown on pages 48 to 49 of the 2020 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).
Following the recommendation from the Nomination Committee, the Board is satisfied that each of the Directors continues to be effective and demonstrates a commitment to their role, and that each of the Directors continues to be able to dedicate sufficient time to their duties.
The Act requires that an auditor is appointed at each General Meeting at which accounts are laid, to hold office until the next such meeting. Resolution 14 seeks shareholder approval for the reappointment of Ernst & Young LLP. The Audit Committee keeps under review the independence and objectivity of the external auditor and further information on this can be found in the 2020 Annual Report and Accounts on pages 66 to 67. After considering the relevant information, the Audit Committee recommended to the Board at its meeting in March 2021 that Ernst & Young LLP be reappointed as auditor of the Company.
This resolution gives the Directors authority to determine the remuneration of the auditor for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditor will be determined by the Audit Committee and will be disclosed in the next audited accounts of the Company.
The Act provides that the Directors may only allot shares if authorised by shareholders to do so. Resolution 16 will, if passed, authorise the Directors to allot shares and to grant rights to subscribe for, or convert securities into, shares up to a maximum nominal amount of £164,779.52 which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 9 April 2021 (excluding treasury shares), the latest practicable date prior to the publication of the Notice.
As provided in paragraph (a) of resolution 16, up to half of this authority (equal to one-third of the issued ordinary share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third of the issued ordinary share capital of the Company) may only be used in connection with a rights issue in favour of holders of Ordinary Shares. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue.
The authority will expire at the earlier of the date that is fifteen months after the date of the passing of the resolution and the conclusion of the next AGM of the Company.
Passing resolution 16 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
As at 9 April 2021, the latest practicable date prior to publication of the Notice, the Company had an issued share capital of 247,170,247 Ordinary Shares, of which 965 Ordinary Shares (equal to approximately 0.001% of the entire issued share capital of the Company as at that date) are held in treasury.
Resolutions 17 to 20 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for or against are in favour.
The Act prescribes certain pre-emption rights under which, if the Company issues new shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings.
Under resolution 17, it is proposed that the Directors be authorised to issue shares for cash and/or sell shares from treasury without offering them first to existing shareholders in proportion to their current holdings:
Under resolution 18, it is proposed that the Directors be authorised to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital (as at 9 April 2021, the latest practicable date prior to the publication of the Notice, and excluding shares held in treasury). In accordance with the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights, the Directors confirm that this authority will be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
If passed, the authorities in resolution 17 and resolution 18 will expire at the same time as the authority to allot shares given pursuant to resolution 16.
If passed, this resolution will grant the Company authority for a period of up to fifteen months after the date of passing of the resolution to buy its own shares in the market. The resolution limits the number of shares that may be purchased to 14.99% of the Company's issued share capital (excluding treasury shares) as at 9 April 2021, the latest practicable date prior to the publication of the Notice. The price per Ordinary Share that the Company may pay is set at a minimum amount (excluding expenses) of £0.001 per Ordinary Share and a maximum amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five business days' middle market prices; and (ii) the price stipulated by Article 3(2) of Delegated Regulation (EU) 2016/1052 of 8 March 2016 relating to the conditions applicable to buy-back programmes and stabilisation measures (being the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out). This authority will only be exercised if market conditions make it advantageous to do so.
Your Directors are of the opinion that it would be advantageous for the Company to have the flexibility to purchase its own shares should such action be deemed appropriate by the Board. The Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price, future investment opportunities and the overall position of the Company. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Shares purchased would either be cancelled and the number of shares in issue reduced accordingly or held as treasury shares.
The Company operates long-term incentive plans under which awards may be satisfied by the allotment or transfer of Ordinary Shares to award holders. As at 9 April 2021, the latest practicable date prior to the publication of the Notice, the total number of options to subscribe for Ordinary Shares was 5,307,486, representing approximately 2.15% of the issued share capital of the Company (excluding treasury shares) at that date. If the proposed market purchase authority were to be used in full and all of the repurchased Ordinary Shares were cancelled (but the Company's issued share capital otherwise remained unaltered), the total number of options to subscribe for Ordinary Shares at that date would represent approximately 2.53% of the Company's issued share capital (excluding treasury shares).
In order to maintain its ability to call general meetings (other than an AGM) on 14 clear days' notice, the Company must offer all shareholders the ability to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 20 seeks such approval. The authority will be exercised only if the Directors believe that to do so would be in the interests of shareholders generally. It is intended that a similar resolution will be proposed at future AGMs.
You may request a hard copy Form of Proxy directly from the Registrars, Link Group, on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open 09.00am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.
In order for a proxy appointment to be valid a Form of Proxy must be completed. In each case the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of attorney) must be received by Link Group at PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL by 10.30am on Tuesday 18 May 2021.
CREST members and, where applicable, their CREST sponsors, or voting service provider(s), should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 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 (as amended).
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours before the time of the AGM, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.
Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Link Group on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open 09.00am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.
The revocation notice must be received by Link Group no later than 10.30am on Tuesday 18 May 2021.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2, 3 and 4 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
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