AGM Information • Sep 15, 2015
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 consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in IG Group Holdings plc, please send this document, together with the accompanying documents, at once to the Purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.
IG Group Holdings plc (Incorporated in England and Wales with registered number 04677092)
Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned so as to reach the Company's Registrars by no later than 10.30am on Tuesday 13 October 2015. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
(Incorporated in England and Wales with registered number 04677092)
Andy Green (Chairman) Cannon Bridge House Tim Howkins (Chief Executive Offi cer) 25 Dowgate Hill Peter Hetherington London Christopher Hill EC4R 2YA June Felix Stephen Hill Malcolm Le May Jim Newman Samantha Tymms Roger Yates
Directors: Registered Offi ce:
10 September 2015
Dear Shareholder
I am writing to inform you that the Annual General Meeting ('AGM') of the Company will be held at the Company's offi ces located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Thursday 15 October 2015 at 10:30am. The formal notice of the AGM and the resolutions to be proposed are set out on pages 7 to 9 of this document.
The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 14 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 15 to 17 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 present to the Shareholders at the AGM the annual report and accounts for the year ended 31 May 2015, together with the Directors' and auditors' reports on the annual report and accounts.
Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2015. The Directors' Remuneration Report is set out in full on pages 70 to 93 of the annual report and accounts and sets out the pay and benefi ts received by each of the directors during the year ended 31 May 2015. This vote is advisory and therefore will not affect the remuneration or benefi ts received by any director.
A fi nal dividend of 19.70 pence per ordinary share is recommended by the Directors for payment to Shareholders on the register of members at the close of business on 2 October 2015. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 30 October 2015.
The UK Corporate Governance Code recommends that all Directors of FTSE 350 companies should be subject to annual reappointment by shareholders. In accordance with this, all of the Directors will voluntarily retire and submit themselves for re-election by Shareholders at the forthcoming AGM with the exception of Tim Howkins and Roger Yates who will be stepping down from the Board at the AGM.
Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required. Each Director will be offered for re-election by separate resolution (Resolutions 4 to 9). The biographical details of each of the Directors standing for re-election are as follows:
Andy joined the Board as deputy chairman in June 2014 and became chairman of the group in October 2014. He has in depth board experience and knowledge of major listed companies having served as Group Chief Executive of Logica plc and having held board roles in BT Group including the role of CEO of Group Strategy and Operations. Andy's other current roles including Non–Executive Director of ARM Holdings plc enable him to bring to the Board a wide perspective on technology and digital development.
Andy is a Non-Executive Director of Avanti Communications Group plc. He holds a number of other roles including chairing DockOn AG and Digital Catapult. He is a board member of the CBI, president of UK Space, co-chairman of the Space Leadership Council and a member of the Digital Economy Council.
Peter was an officer in the Royal Navy prior to joining IG Group as a graduate trainee in 1994. In 1999, he became Head of Financial Dealing, and in 2003, he joined the Board following his appointment as Chief Operating Officer. Peter's considerable experience, built over 20 years in the business, is invaluable in his role as Chief Operating Officer. Peter graduated from Nottingham University with a degree in Economics, and from the London Business School with a Masters in Finance. After the AGM, Peter will assume the role of Interim Chief Executive, subject to regulatory approval.
Christopher joined the Board in April 2011 from Travelex, a group providing cross-border payment and foreign exchange services to corporate and retail customers, where he served as Chief Financial Officer. A Chartered Accountant, Christopher has extensive finance and accounting experience from a number of different business sectors. He has previously held roles at VWR International, a global laboratory-supply company (2005-2007), General Electric (2000-2005) and Arthur Andersen (1992-2000). Christopher graduated from Oxford University with a degree in Modern History and is an associate member of the Association of Corporate Treasurers.
Stephen joined the Board in April 2011. He brings significant and extensive board experience having previously served as the CEO of Betfair plc and holding managerial roles at Pearson plc including the role of CEO of the Financial Times Group. He was Chairman of Interactive Data Corporation in the US as well as a member of the boards for Royal Sun Alliance Insurance Group plc, Psion plc and Channel 4.
Stephen is the Chairman and CEO of D'Aval, his family's private investment company, and Trustee and Chairman of the Royal National Institute for Deaf People – Action on Hearing Loss. He is also a member of the Advisory Board of the Cambridge Judge Business School and a Non-Executive Director of Applerigg Limited and Aztec Limited, a fund administration business, and of Ofcom.
Jim joined the Board in October 2013. A qualified Chartered Accountant, he was Finance Director for Resolution plc, having joined the company as Group Financial Controller. Jim spent ten years at Aviva, where he was Group Integration Director for the CGU/Norwich Union merger and Finance Director of Norwich Union Life, Aviva's UK life insurance business. He was formerly the Corporate Development Director for Friends Life Group, where his responsibilities included overseeing the final separation and integration of the UK life business acquired by Resolution plc , as well as the delivery of the overall group change portfolio and strategic corporate development. His in-depth knowledge and experience of the financial services sector, as well as his considerable experience both as a CFO and in the implementation of transformation programmes, is proving invaluable to the Board.
Sam joined the Board in May 2013. She began her career at the London Stock Exchange's Surveillance Division, which over time became the Securities and Futures Authority and eventually the Financial Services Authority. During that time, she held a range of supervisory roles and worked for two years in the Investigations and Enforcement Division. As a supervisor, she ran departments overseeing global investment firms, retail and investment banks and major insurance groups. Sam's extensive experience in the regulatory field and her knowledge of compliance matters provide a valuable contribution to the Board.
Sam is currently a Managing Director at Promontory Financial Group, a leading strategy, risk-management and regulatory-compliance consulting firm, where she advises financial services businesses on a wide range of risk and regulatory matters.
In accordance with the articles of association of the Company, and the recommendations of the UK Corporate Governance Code, a director appointed by the Board shall retire, and be subject to election by Shareholders at the first AGM of the Company following his or her appointment. June Felix and Malcom Le May were appointed to the Board as Non-Executive Directors on 4 September 2015 and 10 September 2015 respectively and are eligible for election by Shareholders at the forthcoming AGM.
June is currently President of Verifone, Europe, with responsibility for the operation of the Verifone business throughout Europe. Prior to this role, she held various executive management positions at a number of large multi-national businesses including Citibank where she was Managing Director of Global Healthcare, Citi Enterprise Payments and IBM Corporation, where she led their global Banking and Financial Markets business. June's significant international experience and knowledge of the digital sector coupled with her marketing background and her experience in product innovation and delivery will prove invaluable to the Board.
Malcolm currently holds two non-executive director roles: Provident Financial plc where he is also Senior Independent Director and Remuneration Committee Chair; and Hastings Insurance Services where he is also Remuneration Committee Chair. He is also currently a partner at Opus Corporate Finance LLP and holds advisory roles at Juno Capital LLP, Heidrick & Struggles and Ernst &Young. In recent times, Malcolm served as Senior Independent Director of Pendragon plc and was a Non-Executive Director and Chairman of the Investment Committee at RSA Insurance Group plc. Prior to this, he held various executive roles at Morgan Grenfell plc, Drexel Burnham Lambert, Barclays de Zoete Wedd Holdings, UBS AG, ING Barings Ltd, Morley Fund Managers (now Aviva Investors), JER Partners Ltd where he was European President and Matrix Securities Limited. His broad experience and knowledge of the financial services and investment sectors along with his extensive experience on the boards of publicly listed companies will be of immense value as the Company delivers on its strategic initiatives.
The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external auditors, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors for the financial year ending 31 May 2016.
Accordingly, resolution 12 re-appoints PricewaterhouseCoopers LLP as auditors to the Company, and resolution 13 authorises the Audit Committee to determine their remuneration.
The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in a general meeting under section 551 of the 2006 Act. This authority was given at the 2014 AGM, and this resolution seeks to renew that authority. Upon the passing of resolution 14, the Directors will have authority to allot new shares and grant rights to subscribe for or convert other securities into, shares up to a maximum nominal value of £6000 which is approximately 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 10 September 2015, being the latest practicable date before the publication of this Notice. This authority will expire at the conclusion of the next AGM of the Company or 30 November 2016, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.
As at 10 September 2015 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
In addition, in accordance with the guidance from the Investment Association ('IA') on the expectations of institutional investors in relation to the authority of directors to allot shares, upon the passing of resolution 14 (ii), the Directors will have authority to allot an additional number of ordinary shares up to a maximum of £6,000, which is approximately a further 33 per cent of the total issued share capital as at 10 September2015, being the latest practicable date before the publication of this Notice. However, the Directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 30 November 2016, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.
As a result, if resolution 14 is passed, the Directors could allot shares representing up to two-thirds of the total issued share capital pursuant to a rights issue. There are no current plans to use such an authority. However, if the Directors do conduct a rights issue and the number of shares issued exceeds one-third of the total issued share capital and the monetary proceeds from the rights issue exceed one-third of the Company's pre-issue market capitalisation, then, in accordance with the IA guidelines, the Directors will all offer themselves for re-election at the AGM of the Company following the decision to undertake the rights issue.
The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
Disapplication of pre-emption rights (Resolution 15)
Resolution 15 would authorise the Directors to disapply rights of pre-emption by allowing the Directors to allot new shares or sell treasury shares for cash (i) by way of a pre-emptive offer or rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing Shareholders (subject to certain exclusions) and (iii) to persons other than existing Shareholders up to an aggregate nominal value of £1800 which is equivalent to approximately 10 per cent of the total issued share capital of the Company as at 10 September 2015, being the latest practicable date prior to the printing of this Notice, in each case, without the shares first being offered to existing Shareholders in proportion to their existing holdings.
This authority to issue up to 10 per cent of the company's issued ordinary share capital follows guidance from the Pre-Emption Group's revised Statement of Principles, published on 12 March 2015 (the 'PEG Principles'). The PEG Principles provide the Company with greater flexibility to undertake non pre-emptive issuances in connection with acquisitions and specified capital investments. The Board confirms that it will only allot shares with a nominal value of more than £900 (representing 5 per cent of its issued ordinary share capital excluding treasury shares) for cash pursuant to this authority where that allotment is in connection with an acquisition or specified capital investment (as described in the PEG Principles) which is announced at the same time as the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of that allotment.
If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2016, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.
The Directors consider the authority in Resolution 15 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory preemption provisions. The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes.
In accordance with institutional investor guidelines, the Directors confirm their intention not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of 7.5% of the total issued share capital issued for cash on a nonpre-emptive basis during any rolling three year period without prior consultation with Shareholders.
The Company's articles of association permit the purchase by the Company of its own shares subject to Shareholders' prior approval being obtained. This resolution also renews the authority provided at the 2014 AGM and would authorise the Company to purchase up to 36,664,776 ordinary shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2016, whichever is earlier. The Directors intend to seek to renew this power at subsequent AGMs of the Company.
The resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent of the Company's total issued ordinary share capital (excluding treasury shares) as at 10 September 2015, being the latest practicable date before the publication of this Notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules. Any buy-back would only be made on the London Stock Exchange. The Board has no present intention of exercising this power, and the granting of this authority should not be taken to imply that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless it is for the purpose of employee share schemes or it is expected that the effect will be to increase earnings per share, and the Board considers it to be in the best interests of all Shareholders.
The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Shares held as treasury shares will not automatically be cancelled and will be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buy-back, instead of cancelling them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under resolution 15 and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury.
If the Board exercises the authority conferred by resolution 16, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
As at 10 September 2015 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
The 2006 Act requires listed companies to give a minimum notice period of 21 clear days for general meetings (other than an AGM) unless shareholders have approved the calling of general meetings on 14 clear days' notice and the Company offers the facility for shareholders to vote by electronic means. Resolution 17 seeks to renew the approval given by Shareholders at the 2014 AGM to allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice. The approval will be effective until the Company's next AGM, 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.
You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM.
Forms of Proxy should be returned in the enclosed business reply envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.
Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
Yours sincerely
Andy Green Chairman
Notice is hereby given that the Annual General Meeting of IG Group Holdings plc (the 'Company') will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Thursday 15 October 2015 at 10:30am.
The business of the Annual General Meeting will be to consider and, if thought fit, to pass Resolutions 1 to 14 inclusive as ordinary resolutions and Resolutions 15 to 17 inclusive as special resolutions.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next annual general meeting or on 30 November 2016, whichever is earlier 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 to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution, 'rights issue' means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
(i) pursuant to the authority given by paragraph (i) of Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(2)(b) of the 2006 Act in each case:
(II) otherwise than in connection with a preemptive offer, up to an aggregate nominal amount of £1800; and
as if Section 561(1) of the 2006 Act did not apply to any such allotment;
such power to expire at the end of the next annual general meeting or on 30 November 2016, whichever is earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this Resolution:
(ii) the minimum price which may be paid for each share is 0.005 pence;
(iii) the maximum price which may be paid for a share is an amount equal to the higher of: (i) 105 per cent of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased or (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by article 5(1) of the Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and
Company Secretary IG Group Holdings plc Cannon Bridge House 25 Dowgate Hill London EC4R 2YA
10 September 2015
In order to be valid an appointment of proxy must be returned by one of the following methods:
and in each case instructions must be received not less than 48 hours before the time of the AGM.
The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by Computershare Investor Services PLC not less than 48 hours before the time for holding the AGM or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Please note that any electronic communication sent to the Company or to Computershare Investor Services PLC that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Computershare Investor Services PLC's conditions of use set out on the website, www.investorcentre.co.uk/eproxy and may be read by logging on to that site. If you want to make more than one proxy appointment please complete and submit a hard copy proxy form to Computershare Investor Services PLC at the address set out above, attaching a schedule of appointees and the number of shares they are representing.
If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Computershare Investor Services PLC on the Shareholder Helpline +44 (0)371 495 2032 or members may photocopy the form of proxy. (Calls to this number cost no more than a national rate from any type of phone or provider.
If in doubt you should check with your phone line provider as to the exact cost involved for you to call this number. Lines are open 8.30am – 5.30pm, Monday-Friday excluding bank holidays).
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message ('a CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to 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 issuer's agent (ID number 3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. 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 Applications 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 instructions to a proxy appointed through CREST should be communicated to him by other means. 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) to take 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 right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf ). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, 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 AGM for the year ended 31 May 2015 includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.
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