AGM Information • Mar 8, 2012
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, 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, please pass this document together with the accompanying form of proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary shares.
Notice of the Annual General Meeting of the Company to be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday 18 April 2012 at 10.30 a.m. is set out at the end of this document.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, as soon as possible, and in any event no later than 10.30 a.m. on Monday 16 April 2012. For further details please see the notes to the Notice of Annual General Meeting set out at the end of this document. Completion and return of a form of proxy will not preclude you from attending and voting at the Annual General Meeting.
Registered Office: 3 Cockspur Street London SW1Y 5BQ 8 March 2012
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at The Royal Automobile Club in London on Wednesday 18 April 2012 at 10.30 a.m. The formal Notice of Annual General Meeting is set out on pages 4 and 5 of this document.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the form of proxy sent to you with this document and return it to our registrars as soon as possible. They must receive it by no later than 10.30 a.m. on Monday 16 April 2012.
The Directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the reports of the Directors and auditors, and the audited accounts for the year ended 31 December 2011.
The Companies Act 2006 requires the Company to seek shareholder approval for the Remuneration Report at the general meeting before which the Company's annual accounts are presented.
Shareholders are being asked to approve a final dividend of 11.0p per Ordinary share for the year ended 31 December 2011. If you approve the recommended final dividend, this will be paid on 2 July 2012 to all shareholders who were on the register of members on 8 June 2012.
The Company's Articles of Association provide that any Director who has been appointed by the Board since the last annual general meeting is required to retire and be considered for re-appointment. Andrew Szescila was appointed on 16 September 2011 and will retire at the Annual General Meeting and, being eligible, offers himself for re-appointment.
In accordance with the UK Corporate Governance Code, all of the other Directors of the Company will stand for re-election. Following completion of a formal performance evaluation in March 2012, each Director continues to make an effective and valuable contribution and demonstrates commitment to his role and to the Company. Biographical details of each of the Directors can be found on pages 34 and 35 of the Company's 2011 Report and Accounts. The Board is also satisfied that each non-executive Director, excluding the Chairman, remains independent in character and judgement and is free from any relationship or circumstance which is likely to affect, or could appear to affect, his judgement.
The resolution seeks shareholder approval for the re-appointment of PricewaterhouseCoopers LLP as auditors and also gives the Directors the authority to determine their remuneration.
The Companies Act 2006 provides that the Directors may only allot shares if authorised by shareholders to do so. Resolution 11 will, if passed, authorise the Directors to allot the Company's unissued shares up to a maximum nominal amount of £24,386,032 which represents an amount which is approximately equal to two-thirds of the issued share capital of the Company as at 8 March 2012, the latest practicable date prior to the publication of this document.
As provided in paragraph (a) of the resolution, 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 share capital of the Company) may only be used in connection with a rights issue in favour of Ordinary shareholders. 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 or the conclusion of the next Annual General Meeting of the Company.
Passing resolution 11 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 8 March 2012, the Company had 146,316,186 Ordinary shares of 25 pence each in issue.
The Companies Act 2006 requires that, if the Company issues new shares for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. It is proposed that the Directors be authorised to issue shares for cash and/or sell shares from treasury (if any are so held) up to an aggregate nominal amount of £1,828,952 (representing approximately 5% of the Company's issued share capital as at 8 March 2012, the latest practicable date prior to the publication of this document) without offering them to shareholders first, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue. If resolution 12 is passed, this authority will expire at the same time as the authority to allot shares given pursuant to resolution 11.
The Directors consider this authority necessary in order to give them flexibility to deal with opportunities as they arise, subject to the restrictions contained in the resolution. The Directors do not currently intend to issue more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three year period without prior consultation with the relevant investor groups.
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 as at 8 March 2012, the latest practicable date prior to the publication of this document. The price per Ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per Ordinary share and a maximum amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five days' middle market prices; and (ii) 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.
The Directors' present intention is that shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided Listing Rule requirements are met) transferred for the purposes of or pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not qualify for dividends). The Directors will only make purchases under this authority if they believe that to do so would result in increased earnings per share and would be in the interests of shareholders generally.
As at 8 March 2012, options were outstanding over 2,539,424 Ordinary shares of 25 pence each in the Company and awards granted over 1,254,141 Ordinary shares of 25 pence each representing approximately 2.59% of the issued share capital of the Company at that date. If the proposed market purchase authority were used in full, shares over which options and awards were outstanding would, as at that date, represent approximately 3.05% of the Company's issued share capital.
In order to maintain its ability to call general meetings (other than an Annual General Meeting) on fourteen clear days' notice, the Company must offer all shareholders the opportunity 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 14 seeks such approval which, if granted, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed. The Company is in compliance with the requirement to make electronic voting available to all shareholders. It is intended that the flexibility to call general meetings on fourteen clear days' notice will only be used for non-routine business and where merited in the interests of shareholders as a whole.
Resolutions 1 to 11 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 12 to 14 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 consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
Richard Hunting Chairman
(Incorporated and registered in England and Wales under number 974568)
(b) any such allotment and/or sale, otherwise than pursuant to paragraph (a) above, of equity securities having an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into relevant shares having an
aggregate nominal amount, not exceeding the sum of £1,828,952.
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 11 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.
(c) pays a price per Ordinary share that is not more (excluding expenses) per Ordinary share than the higher of: (i) 5% above the average of the middle market quotations for the Ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the price stipulated by Article 5 (1)
This authority shall expire fifteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2013, 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.
By order of the Board
Peter Rose Registered Office: Company Secretary 3 Cockspur Street
London
8 March 2012 SW1Y 5BQ
The following documents will be available for inspection at 3 Cockspur Street, London SW1Y 5BQ from the date of this Notice until the time of the AGM and at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS from 15 minutes before the AGM until it ends:
(Incorporated and registered in England and Wales under number 974568)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hunting PLC will be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday 18 April 2012 at 10.30 a.m. The business of the Meeting will be to consider and, if thought fit, to pass the following Resolutions of which Resolutions 1 to 11 are proposed as Ordinary Resolutions and Resolutions 12 to 14 as Special Resolutions:
To re-elect the following:
such authority to 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 Annual General Meeting of the Company to be held in 2013, 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.
"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 Company's agent (ID RA19), by the latest time for receipt of proxy appointments set out in paragraph 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through
Limited does not make available special procedures in CREST for any particular messages. 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 any 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 service providers 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
to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 Annual General Meeting includes any statement that the Company has been required under section
business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form
have the right to require the Company: (i) to give, to members of the Company entitled to received notice of the meeting, notice of a resolution which may properly be moved and intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the meeting and (in the case of a matter to
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