AGM Information • Apr 1, 2021
AGM Information
Open in ViewerOpens in native device viewer
Incorporated and registered in England and Wales. Registered number 1072032.
If you are in any doubt about the contents of this notice and/or the action you should take, you should immediately consult your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in your own jurisdiction.
If you have sold or otherwise transferred all of your ordinary shares in Gresham Technologies plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, for onward transmission to the purchaser or transferee.
Incorporated and registered in England and Wales. Registered number 1072032.
Notice of the Annual General Meeting of Gresham Technologies plc (the "Company") to be held at its registered office at Aldermary House, 10-15 Queen Street, London EC4N 1TX, at 11.00 am on Monday 10 May 2021.
The Board's preference had been to welcome shareholders in person to the Company's 2021 Annual General Meeting, particularly given the constraints faced in 2020 due to the COVID-19 pandemic. However, at present, under the Government's four-step roadmap to lifting lockdown restrictions, there can be no certainty as to the number of people who will be able to attend the Annual General Meeting and it is accordingly proposed to hold the Annual General Meeting as a combined physical and electronic meeting. Shareholders are requested not to attend the Company's office for the meeting in person but are instead encouraged to participate in the meeting using the online Investor Meet Company ("IMC") platform. Shareholders who are not already registered to the IMC platform will need to register with IMC, for which there is no charge, and add "to meet" Gresham Technologies plc to register attendance, using the following link:
Advance registration to attend the meeting is required. Shareholders who have already registered to the IMC platform will be able to add to meet the Company to register attendance at the Annual General Meeting.
Questions can be submitted ahead of the Annual General Meeting via the IMC dashboard or at any time during the meeting via the "Ask a Question" function. Alternatively, questions can be submitted at least 48 hours prior to the Annual General Meeting to the Chairman via [email protected].
Although the Company may not be in a position to answer every question it receives, it will endeavour to address the most prominent within the confines of information already disclosed to the market. Responses to the Q&A will be published at the earliest opportunity on the IMC platform. Shareholder feedback can also be submitted directly to the Company after the meeting to ensure the Company can understand the views of all shareholders.
The Company is keeping the practicalities of the location, date and format of the AGM under close review and it is possible these may change at short notice. Any such changes will be announced via RNS and on the Company's website at https://www.greshamtech.com/invest-in-us and you are strongly recommended to monitor all Company announcements carefully.
The vote will be taken at the Annual General Meeting on a poll and the online IMC platform will not include a facility for attendees to vote live. Accordingly, shareholders are encouraged to appoint the Chairman of the meeting (rather than their own choice of person) as their proxy with their voting instructions. This will ensure that your vote is counted on the poll vote at the meeting if, as requested, you (and any other proxy you might otherwise appoint) do not attend the meeting in person (or are not permitted to attend due to lockdown restrictions or health and safety precautions).
A Proxy Form for use in relation to the meeting is enclosed for this purpose. You are requested to complete, sign and return the Proxy Form in accordance with the instructions printed on it to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, as soon as possible but, in any event, so as to be received by no later than 11.00 am on Thursday 6 May 2021.
The Company is taking these precautionary measures to safeguard its shareholders' and employees' health and to enable the Annual General Meeting to comply with law and Government guidelines. Shareholders should bear in mind that if they or any alternative proxy do, nonetheless, travel to attend the meeting in person, they may be denied entry based on prevailing circumstances.
For these reasons, the business at the AGM will be curtailed to the formal business section only, with no wider presentations on business performance and with a Q&A facility on the IMC platform only.
If the current lockdown restrictions are lifted, the completion and return of a Proxy Form will not prevent you from attending the Annual General Meeting and voting in person if you wish to do so, but the Company reserves the right to put in place appropriate COVID-19 security measures, including maintaining social distancing, the wearing of face coverings where appropriate, mandatory temperature checks as a condition of admission or requiring attendees to produce a recent, valid COVID-19 negative test result, and asking attendees to confirm that they (or members of their household, support bubble or childcare bubble, etc.) have not recently developed symptoms or been exposed to someone who has tested positive or is displaying symptoms.
| Contents | Page |
|---|---|
| Notice of Annual General Meeting 2021 | 4 |
| Explanatory notes to the resolutions | 6 |
| Shareholder notes | 7 |
| Key dates |
| Date of Notice | 1 April 2021 |
|---|---|
| Latest time and date for receipt of Proxy Forms | 11.00 am on 6 May 2021 |
| Annual General Meeting | 11.00 am on 10 May 2021 |
Notice is hereby given that the Annual General Meeting of Gresham Technologies plc (the "Company") will be held at its registered office at Aldermary House, 10-15 Queen Street, London EC4N 1TX at 11.00 am on Monday 10 May 2021 for the following purposes:
To consider and, if thought fit, pass the following resolutions 1 to 11 (inclusive) as ordinary resolutions:
To consider and, if thought fit, pass the following resolutions of which resolution 12 will be proposed as an ordinary resolution and resolutions 13 to 16 (inclusive) will be proposed as special resolutions:
The power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2022, provided that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require shares in the Company to be allotted after the expiry thereof and the Directors may allot shares in the Company in pursuance of such offer or agreement notwithstanding the expiry of the authority given by this resolution.
The power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2022, provided that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require shares in the Company to be allotted after the expiry thereof and the Directors may allot shares in the Company in pursuance of such offer or agreement notwithstanding the expiry of the authority given by this resolution.
By order of the Board,
Jonathan Cathie Company Secretary 1 April 2021
Gresham Technologies plc
Registered office: Aldermary House 10-15 Queen Street London EC4N 1TX
The Directors consider the passing of the resolutions to be proposed at the Annual General Meeting to be in the best interests of the Company and its shareholders as a whole and most likely to promote the success of the Company for the benefit of those shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of those resolutions as they intend to do in respect of their own beneficial holdings of ordinary shares representing, in aggregate, approximately 0.23% of the Company's issued share capital as at 26 March 2021.
The Directors are required to lay the Company's annual accounts and reports before the Company in general meeting. The annual accounts and reports are contained within the Company's Annual Financial Report 2020.
A final dividend of 0.75 pence per ordinary share is proposed to be declared for the year ended 31 December 2020. If approved, the final dividend will be paid on 20 May 2021 to all shareholders on the register at close of business on 16 April 2021. The ex-dividend date will be 15 April 2021.
The Directors' Remuneration Report is set out in the Company's Annual Financial Report 2020. In accordance with the Companies Act 2006, this resolution is advisory only. The Directors' remuneration policy is excluded from the resolution as it was approved by shareholders at the Company's General Meeting held on 30 December 2020 and is not required to be put to a further shareholder vote until 2023 unless the Directors propose any earlier change to or deviation from it.
The Company is required to appoint its auditor at each general meeting at which its annual accounts and reports are presented to shareholders. This resolution seeks the reappointment of the Company's existing auditor, BDO LLP, to hold office until the next such meeting.
In accordance with normal practice, this resolution seeks to authorise the Directors to agree the remuneration of the auditor of the Company.
All Directors are standing for re-election or, in the case of the Directors appointed by the Board since last year's Annual General Meeting, election in accordance with the Company's Articles of Association. The report of the nomination committee, contained within the Company's Annual Financial Report 2020, sets out the reasons why each Director's contribution is and continues to be important to the Company's long-term sustainable success.
This resolution seeks to give the Directors general authority to allot ordinary shares in the Company up to a maximum nominal value of £1,170,024, being approximately one-third of the Company's issued share capital as at 26 March 2021. This authority is being sought only for a period of up to 15 months or, if earlier, until the end of the Company's next Annual General Meeting.
This resolution seeks to renew the authority conferred on the Directors at last year's Annual General Meeting to issue equity securities for cash pursuant to the authority sought under resolution 12 either (i) in connection with a rights issue, open offer or other pre-emptive offer to shareholders subject (as is customary) to any exclusions or other arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary or (ii) without application of the pre-emption rights provided by section 561 of the Companies Act 2006 (for example, in connection with a placing of new ordinary shares), in each case on a limited basis and for a period of 15 months or, if earlier, until the end of the Company's next Annual General Meeting. The power sought in respect of the disapplication of pre-emption
rights is limited to the issue for cash of shares having a maximum aggregate nominal value of £175,503, representing approximately 5% of the issued share capital of the Company as at 26 March 2021.
This resolution seeks to grant authority to the Directors to issue equity securities for cash pursuant to the authority sought under resolution 12 up to a further aggregate nominal value of £175,503, representing approximately 5% of the issued share capital of the Company as at 26 March 2021 for the purposes only of financing acquisitions or certain other capital investments for a period of 15 months or, if earlier, until the end of the Company's next Annual General Meeting.
Whilst the Directors have no current intention to exercise the authorities proposed to be conferred by resolutions 12, 13 and 14, it is considered prudent to maintain the flexibility that these authorities provide. The Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non-pre-emptive basis in any rolling three-year period other than in the circumstances envisaged by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
The Board is seeking approval for the Company to make market purchases of its own ordinary shares (subject to the limitations set out in this resolution). If approved, the Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). The Directors have no present intention to exercise this authority but, if any shares are purchased under it, the Directors currently intend to hold them in treasury. No dividend or voting rights would attach to shares held in treasury. The authority will only be exercised if the Directors consider that it is in the best interests of shareholders generally and, where the shares are to be cancelled, normally only if it would result in an increase in earnings per share. In accordance with institutional voting guidelines, the authority sought will expire after 15 months or, if earlier, on the conclusion of the next Annual General Meeting, and is limited to up to 7,020,146 ordinary shares, which represents approximately 10% of the Company's issued share capital as at 26 March 2021. The Company does not presently hold any treasury shares and does not have any outstanding share warrants. As at 26 March 2021, a total of 2,939,054 ordinary shares were the subject of outstanding share options, representing approximately 4.19% of the current issued share capital of the Company. If the Board exercised the authority sought by this resolution in full, those options would represent approximately 4.65% of the Company's resulting issued share capital (excluding any shares then held in treasury).
The Companies Act 2006, as amended by the Companies (Shareholders' Rights) Regulations 2009, provides that a company may call a general meeting (other than an Annual General Meeting) on not less than 14 clear days' notice provided the Company has first obtained shareholder approval, which this resolution seeks, and meets the requirements for electronic voting imposed by those regulations. If this resolution is passed, the Company will need to meet the requirements for electronic voting before a meeting is called on less than 21 clear days' notice. In accordance with institutional voting guidelines, the shorter notice would not be used as a matter of routine for such meetings, but would only be used in limited and time-sensitive circumstances where the additional flexibility afforded is merited by the business of the meeting and is to the advantage of shareholders as a whole. The approval will only be effective until the conclusion of the Company's next Annual General Meeting, when it is currently intended that a similar resolution would be proposed in order to renew this authority.
(d) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar, Equiniti (ID RA19), by 11.00 am on 6 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instruction to proxies appointed through CREST should be communicated to the appointee through other means.
(e) CREST members and, where applicable, their CREST sponsors or voting service providers 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, to procure their 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Aldermary House 10-15 Queen Street London EC4N 1TX
[email protected] www.greshamtech.com
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.