AGM Information • Mar 22, 2012
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 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 professional adviser.
If you have sold or otherwise transferred all your shares in International Personal Finance plc (the 'Company'), please pass this document, together with the 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.
and
(incorporated and registered in England and Wales under number 6018973)
Notice of the annual general meeting ('AGM') of the Company to be held at 10.30 am on Thursday, 24 May 2012 at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD is set out on pages 2 to 6.
Whether or not you propose to attend the AGM, please complete and submit a proxy form in accordance with the instructions printed on the form. The proxy form must be received not less than 48 hours before the time of the commencement of the AGM.
Your attention is drawn to the letter from the Chairman of the Company which is set out on page 1 of this document and which recommends that you vote in favour of the Resolutions to be proposed at the AGM.
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(incorporated and registered in England and Wales under number 6018973)
Registered Office
Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD
22 March 2012
Dear shareholder
I am pleased to be writing to you with details of our fifth annual general meeting ('AGM') which will be held at 10.30 am on Thursday, 24 May 2012 at the Company's registered office in Leeds. The formal Notice of AGM is set out on pages 2 to 6 of this document.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in a proxy form and return it to our registrars as soon as possible. They must receive it by 10.30 am on Tuesday, 22 May 2012.
The AGM will cover the following matters:
Explanatory notes on all the business to be considered at this year's AGM, together with details of the documents which may be inspected, appear on pages 7 to 9 of this document.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely
Christopher Rodrigues CBE Chairman
The fifth annual general meeting of International Personal Finance plc will be held at 10.30 am on Thursday, 24 May 2012 at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD. You will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 14, 15 and 16 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter,
such authorities to apply until the conclusion of the next annual general meeting or, if earlier, until the close of business on 24 August 2013 (unless previously revoked or varied by the Company in a general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter; and
(B) in the case of the authority granted under paragraph (A) of Resolution 13 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities up to a nominal amount of £1,286,000,
such power to apply until the conclusion of the next annual general meeting or, if earlier, until the close of business on 24 August 2013 (unless previously revoked or varied by the Company in a general meeting) but, in each case, during this period 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 power ends and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
22 March 2012
By order of the Board Rosamond J Marshall Smith Company Secretary
Registered Office: Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD
Registered in England and Wales No. 6018973
13.Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
14.Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right 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 AGM; 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 AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
No other method of communication will be accepted.
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 13 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 14, 15 and 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.
The directors' report, the auditor's report and the audited Financial Statements of the Company for the year ended 31 December 2011 ('the Annual Report') will be presented to shareholders at the AGM. The Annual Report may be accessed on the Company's website at www.ipfin.co.uk/investors/agm.aspx.
The Directors' Remuneration Report is contained in the Annual Report. It may also be accessed on the Company's website at www.ipfin.co.uk/investors/agm.aspx.
Shareholders must approve the final dividend for each ordinary share. However, the final dividend cannot be more than the amount which the directors recommend (which is 4.1p for each ordinary share). The final dividend proposed in this resolution is in addition to the interim dividend of 3p for each ordinary share which was paid on 7 October 2011.
Gerard Ryan, who was appointed to the Board since the last AGM, is standing for election. To take account of the UK Corporate Governance Code which applies to the Company, all other directors are standing for re-election, apart from John Harnett who is leaving the Board on 31 March 2012 and Charles Gregson who is leaving the Board on 9 May 2012. In accordance with this Code it is confirmed that performance evaluation has been carried out and that each director who is standing for election/reelection continues to be an effective member of the Board and to demonstrate commitment to the role. Biographical details of each of them are set out in the Appendix on pages 10 to 12 of this document.
The Company is obliged by law to appoint an external auditor annually. The Audit and Risk Committee considered the reappointment of Deloitte LLP at its meeting in February 2012. It recommended to the Board, and the Board now recommends to shareholders, the reappointment of Deloitte LLP as auditor of the Company.
Paragraph (A) of this resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount of £8,500,000 (representing 85,000,000 ordinary shares of 10p each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 21 March 2012, the latest practicable date prior to publication of this Notice.
In line with the guidance issued by the Association of British Insurers ('ABI'), paragraph (B) of this resolution would give the directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount of £17,000,000 (representing 170,000,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 21 March 2012, the latest practicable date prior to publication of this Notice.
The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 24 August 2013 and the conclusion of the AGM of the Company held in 2013.
As at the date of this Notice, no shares are held by the Company in treasury. Except for the possible issue of shares pursuant to the Company's employee share schemes, the directors do not have any present intention of exercising either of the authorities sought under this resolution. However, if they do exercise the authorities, the directors intend to follow ABI recommendations concerning their use (including as regards the directors standing for re-election in certain cases).
This resolution would give the directors the authority to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would be similar to that in previous years. It would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the directors otherwise consider necessary, or otherwise up to an aggregate nominal amount of £1,286,000 (representing 12,860,000 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 21 March 2012, the latest practicable date prior to publication of this Notice.
In respect of this aggregate nominal amount, the directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
The authority will expire at the earlier of 24 August 2013 and the conclusion of the AGM of the Company held in 2013.
The resolution gives the Company authority to purchase its own shares up to a maximum of approximately 10% of the issued ordinary share capital of the Company as at 21 March 2012, being the latest practicable date prior to publication of this Notice. The resolution renews the authority granted by the shareholders at previous AGMs. It sets out the highest and lowest prices which may be paid.
The authority given in this resolution will expire at the earlier of 24 August 2013 and the conclusion of the AGM of the Company held in 2013.
The directors have no present intention of exercising the authority to make market purchases; however, the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and where the decision could be expected to result in an increase in the earnings per share of the Company.
If any shares are purchased the directors intend that they will be either cancelled or held in treasury. If the directors decide to hold such shares as treasury shares, any subsequent resale of shares out of treasury to satisfy the requirements of the Company's employee share schemes would be made within the overall 10% and 5% equity dilution limits for such schemes for so long as this is required by the guidelines of the ABI.
This resolution renews the authority that was given at the Company's last AGM. The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice.
At the last AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice and it is proposed that this authority be renewed. The authority granted by Resolution 16, if passed, 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.
The following documents will be available for inspection at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD, being the Company's registered office and the location of the AGM, and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY, from the date of this Notice until the conclusion of the AGM, and at the AGM from 30 minutes before the start time until it ends:
Gerard joined the Board of International Personal Finance plc in January 2012 as Chief Executive Officer (Designate). He will succeed John Harnett as Chief Executive Officer at the beginning of April 2012.
Qualifications: Fellow of the Institute of Chartered Accountants in Ireland.
Previous appointments: qualified at Touche Ross, auditor at KPMG; Chief Financial Officer of Garanti Bank, Turkey and Chief Executive Officer of GE Money Bank, Prague; Chief Executive Officer for Citi's consumer finance businesses in the Western Europe, Middle East and Africa region; director of Citi International plc, Egg plc and Morgan Stanley Smith Barney UK.
Committees: member of the Executive Committee; he will become Chairman of the Executive Committee, Chairman of the Disclosure Committee and a member of the Nomination Committee at the beginning of April 2012.
Gerard's multi-country experience in consumer financial services makes him ideally suited to be John Harnett's successor as Chief Executive Officer and provide continuity of leadership.
Christopher joined the Board of International Personal Finance plc in 2007 at the time of the demerger from Provident Financial plc, serving as Executive Chairman until October 2008 when the chairmanship became a non-executive role.
Qualifications: Graduated in Economics and Economic History and has an MBA.
Other appointments: Chairman of VisitBritain, a non-executive director of Ladbrokes plc and Chairman of the Almeida Theatre Islington.
Previous appointments: Chief Executive of Thomas Cook, Chief Executive of Bradford and Bingley, board member of the Financial Services Authority, President and Chief Executive of Visa International and Joint Deputy Chairman of Provident Financial plc.
Committees: Chairman of the Nomination Committee.
Christopher's extensive experience in financial services makes him well placed to chair the Company which is a leading provider of simple financial products and services to people of modest means.
David joined the Board of International Personal Finance plc as Finance Director in 2007.
Qualifications: Graduated in Classics, has an MBA and is a chartered accountant.
Previous appointments: Senior Manager with PricewaterhouseCoopers, Financial Controller and later Finance Director of the International Division of Provident Financial plc.
Committees: member of the Disclosure and Executive Committees.
As a chartered accountant with a very detailed knowledge of the business built up from working in it from its early days of establishment, David is well placed to perform the role of Finance Director.
Tony joined the Board of International Personal Finance plc as a non-executive director in 2007.
Qualifications: Graduated in Chemistry.
Other appointments: Chairman of British Waterways, a non-executive director of Capital & Regional plc and a board member of The Services Sound and Vision Corporation. He is also a director of Welsh National Opera Limited.
Previous appointments: Chief Executive of Allied Domecq plc, Chairman of Workspace Group plc and NAAFI; and a non-executive director of Provident Financial plc, Welsh Water plc, Aston Villa plc, HSBC Bank plc and Reliance Security Group plc.
Committees: Chairman of the Remuneration Committee, member of the Audit and Risk, and Nomination Committees.
Tony has extensive business experience gained from a variety of roles in different businesses and organisations which makes him suited to carry out the role, particularly as senior independent director; he has a strong interest in marketing.
Edyta joined the Board of International Personal Finance plc as a non-executive director in February 2010.
Qualifications: Graduated in Nuclear Engineering.
Other appointments: Vice President East Central Europe and Middle East, and General Manager of Herbalife Polska Sp. z o.o.
Previous appointments: positions in Oriflame Poland Sp. z o.o. and UPC Poland Sp. z o.o.
Committees: member of the Nomination Committee.
Edyta is Polish and works in Poland, where the largest subsidiary in the Group operates; she brings a wealth of relevant experience to the Board having worked at a senior level for other large agent-based organisations.
John joined the Board of International Personal Finance plc as a non-executive director in May 2010.
Qualifications: Graduated in Commerce.
Other appointments: Chairman of CAF Bank Ltd and a trustee of the Charities Aid Foundation; a director of Aberdeen New Dawn Investment Trust PLC and The British United Provident Association Limited. He is also a director of Welsh National Opera Limited.
Previous appointments: senior positions with Standard Chartered Bank (including Group Head of Compliance and Regulatory Risk) and Citigroup.
Committees: member of the Audit and Risk, Nomination and Remuneration Committees.
John brings extensive experience in financial institutions to the role and is particularly interested in risk management.
Nicholas joined the Board of International Personal Finance plc as a non-executive director in 2007.
Qualifications: Graduated in Philosophy, Politics and Economics and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Other appointments: Non-executive director of Collins Stewart Hawkpoint plc. He is a senior adviser to Star Capital Partners and Chairman of C.A.R.E. Europe Sarl.
Previous appointments: Chief Operating Officer of Travelex plc, Managing Director of Hambro Insurance Services plc, executive director of Hambros Bank and Joint Deputy Chairman of Hambro Group Investments, and non-executive director of MoneyGram International Limited.
Committees: Chairman of the Audit and Risk Committee, member of the Nomination and Remuneration Committees.
Nicholas's professional qualification and financial experience make him well placed to carry out his role, particularly as Chairman of the Audit and Risk Committee.
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