AGM Information • Feb 28, 2019
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 shares, please forward this document together with all accompanying documents 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 shares.
The Notice of the Annual General Meeting ("Notice of AGM") of Hunting PLC ("Company") to be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday, 17 April 2019 at 10.30 a.m. is set out on pages 5 and 6 of this document.
Enclosed with this document is a form of proxy for use in connection with all the resolutions to be proposed at the Annual General Meeting ("AGM").
Whether or not you plan to attend the AGM, the Directors request that either you: (i) complete and return the enclosed form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; (ii) submit votes electronically following the instructions contained in the form of proxy; or (iii) if you are a CREST member, lodge the CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to arrive no later than 10.30 a.m. on Monday, 15 April 2019.
For further details, please see the notes which follow the Notice of AGM 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 AGM.
Hunting PLC 5 Hanover Square London W1S 1HQ
28 February 2019
I am pleased to invite you to the Company's AGM which will be held at The Royal Automobile Club in London on Wednesday, 17 April 2019 at 10.30 a.m. The formal Notice of AGM is set out on pages 5 and 6 of this document.
The purpose of this letter is to explain the business of the AGM in more detail. Resolutions 1 to 12 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 13 to 16 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.
Voting on all resolutions at the AGM will be on a poll as the Directors believe that this will result in a more accurate reflection of the views of all shareholders and ensure that their votes are recognised, whether or not they are able to attend the AGM. On a poll, each shareholder has one vote for every share held.
If you are attending the AGM, you will be provided with a poll card on entry and will be asked to complete and return it at the conclusion of the AGM. The results of the poll and proxy votes cast prior to the AGM will be released, shortly after the AGM, to the London Stock Exchange and published on the Company's website www.huntingplc.com.
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, 15 April 2019.
The Directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the Company's audited accounts for the year ended 31 December 2018, together with the Directors' reports (including the strategic report) and the auditors' report on those accounts.
The Companies Act 2006 requires the Company to seek shareholder approval on an annual basis at its AGM for the Annual Report on Remuneration for the prior financial year and the accompanying letter from the Chair of the Remuneration Committee. The vote on this Report and letter is "advisory" which means that payments to the Directors are not conditional on this resolution being approved.
The Annual Report on Remuneration is set out on pages 77 to 85 of the Company's 2018 Annual Report and Accounts and the letter from the Chair of the Remuneration Committee can be found on pages 68 and 69.
Shareholders are asked to approve a recommended final dividend of 5.0 cents for each Ordinary share for payment on 10 May 2019 to those shareholders who are on the register of members at the close of business on 23 April 2019. This is in addition to the interim dividend of 4.0 cents for each Ordinary share that was paid on 24 October 2018, making a total of 9.0 cents for the year for each Ordinary share.
The Company's Articles of Association provide that any Director who has been appointed by the Board since the last AGM is required to retire and, if eligible, be considered for re-appointment.
Carol Chesney and Keith Lough were appointed as new non-executive Directors of the Company on 23 April 2018. Their biographical details can be found on page 57 of the 2018 Annual Report and Accounts.
Carol Chesney and Keith Lough will retire at the AGM and, being eligible, offer themselves for re-appointment.
In accordance with the recommendations of the UK Corporate Governance Code, all other current Directors will stand for re-election at the AGM.
Biographical details of each of the Directors standing for re-election can be found on pages 56 and 57 of the Company's 2018 Annual Report and Accounts and also on the Company's website www.huntingplc.com.
The Board is confident that each non-executive Director has the necessary skills and expertise required for the Hunting group, including significant energy industry experience and/or knowledge of the legal and regulatory environment to which Hunting is required to comply. The Board is also satisfied that each non-executive Director, with the exception of Richard Hunting, 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 or her judgement.
After nearly 30 years' service, PricewaterhouseCoopers LLP will be retiring as the auditor to the Company, to be replaced by Deloitte LLP following the completion of a competitive tender process during 2017. Given the tenure of PricewaterhouseCoopers LLP, and in compliance with the Statutory Audit Services for Large Companies Market Investigation Order 2014, PricewaterhouseCoopers LLP did not participate in the tender process. Resolution 11 seeks shareholder approval for the appointment of Deloitte LLP as auditor to the Company with effect from the end of the AGM and also gives the Audit Committee the authority to determine their remuneration.
The statement of reasons connected with PricewaterhouseCoopers LLP ceasing to hold office as auditor to Hunting PLC is as follows:
"The Company undertook a competitive tender process for the position of statutory auditor and we mutually agreed with the Audit Committee not to participate due to the time of our tenure, in line with the mandatory audit firm rotation rules under the EU audit reform legislation."
The Companies Act 2006 provides that the Directors may only allot shares or grant rights to subscribe for or convert any security into shares if authorised by shareholders to do so. Resolution 12 will, if passed, authorise the Directors to allot new shares up to an aggregate nominal amount of £27,512,268 which represents an amount which is approximately two-thirds of the issued share capital of the Company as at 28 February 2019, being the latest practicable date prior to the publication of this Notice of AGM.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued 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 15 months after the date of the passing of the resolution or the conclusion of the next AGM of the Company.
Passing resolution 12 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 28 February 2019, the Company had 165,073,603 Ordinary shares of 25 pence each in issue.
Resolutions 13 and 14 seek shareholder approval such that the Board, subject to resolution 12 being passed, be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by these resolutions and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale.
The authorities in resolutions 13 and 14 are limited to a combined aggregate amount of 10% of the Company's issued Ordinary share capital, as at 28 February 2019, being the latest practicable date prior to the publication of this Notice of AGM.
Resolution 13 seeks shareholder approval to disapply statutory pre-emption rights up to 5% of the Company's issued Ordinary share capital. This part of the authority is designed to provide the Directors with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they might arise. Resolution 13 also gives the Directors flexibility to implement a rights issue, open offer or other pre-emptive issue on terms that do not strictly reflect statutory pre-emption rights where strict compliance would be unduly burdensome (for example, due to overseas securities laws). Resolution 14 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued Ordinary share capital. In accordance with the Pre-Emption Group's Statement of Principles Disapplying Statutory Pre-Emption Rights, the Directors confirm that this additional 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.
These authorities will expire at the earlier of the date that is 15 months after the date of the passing of the relevant resolution or the conclusion of the next AGM of the Company. In each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the relevant authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
In respect of these authorities, the Directors also confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of disapplication authorities within a rolling three-year period where the Principles provide that excluding any shares issued in connection with an acquisition or specified capital investment as described above, usage in excess of 7.5% of the issued Ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.
If passed, this resolution will grant the Company authority for a period of up to 15 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 Ordinary share capital as at 28 February 2019, being the latest practicable date prior to the publication of this Notice of AGM. 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:
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 the effect of such purchases (where such shares are purchased for cancellation) would result in increased earnings per share and would be in the interests of the shareholders generally.
As at 28 February 2019, there were outstanding options and awards to subscribe for 6,629,194 Ordinary shares representing in total approximately 4.02% of the Company's issued share capital at that date. If the authority to purchase shares was exercised in full, and those shares were cancelled (but the Company's issued share capital otherwise remained unaltered), outstanding options and awards to subscribe for Ordinary shares would, as at that date, represent approximately 4.72% of the Company's issued share capital.
To enable the Company to preserve the ability to call general meetings (other than an AGM) on 14 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 16 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 14 clear days' notice will only be used for non-routine business and where merited in the interests of shareholders as a whole.
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,
John F. Glick Chairman
28 February 2019
(Incorporated and Registered in England and Wales under Number 974568)
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Hunting PLC ("Company") will be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday, 17 April 2019 at 10.30 a.m. The business of the AGM will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 12 are proposed as ordinary resolutions and resolutions 13 to 16 as special resolutions. Voting on all resolutions will be by way of a poll.
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2020, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if such authority had not expired.
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 12 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.
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 12 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.
This authority shall expire 15 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 2020, 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
Ben Willey Registered Office: Company Secretary 5 Hanover Square
28 February 2019 W1S 1HQ
Inspection of documents
The following documents will be available for inspection at 5 Hanover Square, London W1S 1HQ, 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 starts until it ends:
London
in all cases so that it is received no later than 10.30 a.m. on Monday, 15 April 2019. To appoint more than one proxy, you will need to complete a separate form of proxy in relation to each appointment. A form of proxy for use in connection with the AGM is enclosed with this document. Full details of the procedure to submit a proxy electronically are given on the website at www.sharevote.co.uk. To use this service, you will need your Voting ID, Task ID and Shareholder Reference Number printed on the form of proxy. If you do not have a form of proxy and believe that you should, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call on 0371 384 2173. Overseas shareholders should call on +44 (0)121 415 7047. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays).
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 CREST should be communicated to the appointee through other means.
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