AGM Information • Jan 25, 2017
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 are recommended to seek your own advice immediately from a stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser in a territory outside the United Kingdom. Where in this document a summary is provided in respect of certain financial information, Shareholders should read the whole document and not rely solely on the summarised financial information.
If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the enclosed Proxy Form, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Such documents should not however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
This document does not constitute an offer or invitation to any person to subscribe for or purchase any securities in Liontrust Asset Management Plc.
This document has been prepared for the purposes of complying with English law and regulation and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
This document should be read in conjunction with the enclosed Proxy Form and the definitions set out in Part 2 of this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the unanimous recommendation by the Directors to Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.
(incorporated in England and Wales under number 2954692)
A notice convening the General Meeting of the Company to be held at 10 a.m. on 22 February 2017 in the Princess Ida Room, at The Savoy, Strand, London WC2R 0EU, is set out in Part 3 of this document.
Whether or not you propose to attend the General Meeting, please complete, sign and return the accompanying Proxy Form in accordance with the instructions printed on it as soon as possible. The Proxy Form must be received by the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Kent BR3 4TU, not less than 48 hours before the time of the holding of the General Meeting. As an alternative to completing the hard copy Proxy Form, Shareholders can appoint proxies electronically via www.capitashareportal.com so that it is received by Capita Asset Services by no later than 10 a.m. on 20 February 2017 (being 48 hours before the time appointed for the holding of the General Meeting). CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Capita Asset Services (under CREST participant RA10) by no later than 10 a.m. on 20 February 2017. The time of receipt will be taken to be the time from which Capita Asset Services is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Completion and return of a Proxy Form or transmitting a CREST electronic Proxy Instruction will not prevent you from attending and voting at the General Meeting in person should you wish.
This document may contain forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Disclosure and Transparency Rules, the rules of the London Stock Exchange or by law.
| Page | ||
|---|---|---|
| Expected timetable of principal events | 3 | |
| Part 1 | Letter from the Chairman of Liontrust Asset Management Plc | 4 |
| Part 2 | Definitions | 7 |
| Part 3 | Notice of General Meeting | 9 |
| 2017 | |
|---|---|
| Last time and date for receipt of Proxy Form for the General Meeting Last time and date for receipt of CREST Proxy Instructions Last time and date for registration in the Register General Meeting |
10 a.m. on 20 February 10 a.m. on 20 February 10 a.m. on 20 February 10 a.m. on 22 February |
| Capital Reduction takes effect on or around | 16 March |
| Notes 1. Reference to times are to London times unless otherwise stated. 2. The dates and times given in this document are based on the Company's current expectations and may be subject to change. 3. Any changes to the timetable set out above will be announced via a Regulatory Information Service. |
(incorporated in England and Wales with registered number 2954692)
Directors
Registered Office: 2 Savoy Court London WC2R 0EZ
Adrian Collins (Non-executive Chairman) John Ions (Chief Executive) Vinay Abrol (Chief Financial Officer and Chief Operating Officer) Michael Bishop (Senior independent Director) Alastair Barbour (Non-executive independent Director) George Yeandle (Non-executive independent Director)
24 January 2017
To Shareholders
Dear Shareholder,
Your board is proposing that the Company undertake a court approved reduction of capital.
I am therefore writing to you to:
If the Resolution is passed at the General Meeting, subject to the satisfaction of the other conditions to the Capital Reduction, the Capital Reduction is expected to take effect on or around 16 March 2017.
Following a significant change to the business in 2009, the Group suffered a number of years of financial losses which had the effect of significantly reducing its distributable reserves. As at 30 September 2016, the Company had a distributable reserves balance of £7,323,000.
Following a major restructure of the business, the Group has made significant progress, reducing losses and then returning the Group to profitability in 2014. During this period, the Group has engaged in various corporate acquisitions with shares being issued at a premium in consideration for the acquisitions. As a result of this, the share premium reserve has grown to its current size of £17,692,000.
effect will be available for the Directors of the Company to use for the purposes of paying dividends and/or buying back Ordinary Shares (should circumstances in the future make it desirable to do so). By undertaking a Capital Reduction, the future profits of the Company earned after the date on which the Capital Reduction takes
The Directors believe that the Company's dividend policy should be dictated by its cash resources, financial position and prospects of the Group as a whole. It should not be impeded by the size of the Company's accumulated profit and loss account, which is a technical accounting reserve, if it is otherwise appropriate to pay dividends.
The proposal aims to create distributable reserves for the Company cancelling the amount standing to the credit of the share premium account. The realised profits thereby created would be applied to increase the accumulated profit on the Company's profit and loss account. By reducing capital as such, profits earned by the Company subsequent to the date of the Capital Reduction and filed at Companies House are then available for the Board to use for dividend payment or buyback purposes mentioned above, as appropriate.
The proposal is conditional upon the passing of the Resolution set out in the notice of General Meeting, as well as Court approval being obtained. If the Resolution is not passed and/or the Court approval is not obtained, it may not be possible for the Company to use the Company's distributable reserves as it intends above.
Further details of the proposal are set out below.
Under the 2006 Act, companies are only permitted to make distributions to shareholders from distributable reserves. In the audited report and accounts of the Company for the year ended 31 March 2016, the Company had an accumulated profit on its profit and loss account of £9,330,000.
In order to increase the balance on the profit and loss account, it is proposed that the balance standing to the credit of the share premium account be cancelled.
This cancellation, if approved by the Court, will create realised profits that would be transferred to a special reserve, which will remain pending the protection or consent of creditors (or contingent creditors) of the Company in existence at the date of the Capital Reduction.
While the special reserve remains, any distributions made by the Company must be paid out of profits of the Company earned subsequent to the date of the Capital Reduction. The special reserve can also be eliminated if the relevant creditors are protected through other means (such as bank guarantees or blocked accounts). Subsequent losses of the Company can reduce the special reserve (such losses being applied to this reserve rather than the profit and loss account).
As directed by the 2006 Act, the proposal requires approval of the Shareholders and then subsequent confirmation of the Court. The Company will only be in a position to use the realised profits once confirmation from the Court has been acquired and the Court's order has been registered at Companies House. If the proposal is passed by the Shareholders, it is anticipated that proceedings to obtain confirmation from the Court will be undertaken as soon as possible. The final hearing where the Court will confirm the proposals is to take place on or around 15 March 2017.
The implementation of the Capital Reduction will not result in a change to the number of Ordinary Shares in issue.
The Capital Reduction per se will not involve any distribution or repayment of share premium by the Company and will not reduce the underlying net assets of the Company.
Implementation of the Capital Reduction requires the consent of the Shareholders voting in favour of the Resolution at the General Meeting. Accordingly, there is set out in Part 3 of this document a notice convening the General Meeting to be held at 10 a.m. on 22 February 2017 at The Savoy, Strand, London WC2R 0EU. This contains the Resolution to be proposed at the General Meeting, the passing of which will require not less than 75 per cent. of the votes cast voting in favour of the Resolution.
By way of summary, the Resolution proposes to cancel the amount standing to credit of the share premium account.
You are invited to attend the General Meeting of the Company to be held at 10 a.m. on 22 February 2017 in the Princess Ida Room at The Savoy, Strand, London WC2R 0EU.
If you would like to vote on the Resolution but cannot attend the General Meeting in person, please fill in the Proxy Form accompanying this document and return it to Capita Asset Services as soon as possible. They must receive it by 10 a.m. on 20 February 2017.
As an alternative to completing the hard copy Proxy Form, you can appoint proxies electronically via www.capitashareportal.com to be received by Capita Asset Services by no later than 10 a.m. on 20 February 2017. CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Capita Asset Services (under CREST participant RA10) by no later than 10 a.m. on 20 February 2017. The time of receipt will be taken to be the time from which Capita Asset Services is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
Appointment of a proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so.
The Board considers the Capital Reduction and the Resolution to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that the Shareholders vote in favour of such Resolution as they intend to do in respect of their beneficial holdings, amounting, in aggregate, to 2,087,856 Ordinary Shares. This represents approximately 4.6 per cent. of the issued share capital of the Company at the date of this document.
Yours sincerely,
Adrian Collins Non-executive Chairman
The following definitions apply to words and phrases used in this document except where the context requires otherwise:
| "2006 Act" | the Companies Act 2006, as amended; | ||
|---|---|---|---|
| "Board" or "Directors" | the Directors of the Company; | ||
| "business day" | a day other than a Saturday or Sunday on which banks generally are open for business in the City of London; |
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| "Capita Asset Services" | Capita Asset Services (a trading division of Capita Registrars Limited), PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, registrar to the Company; |
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| "Capital Reduction" | the proposed reduction of the share premium account as more particularly described in this document; |
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| "Company" or "Liontrust" or "Group" | Liontrust Asset Management Plc, a public company limited by shares incorporated under the laws of England and Wales with company registration number 2954692 and having its registered office at 2 Savoy Court, London WC2R 0EZ; |
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| "Court" | the High Court of Justice in England and Wales; | ||
| "CREST" | the relevant system (as defined in the CREST Regulations), in respect of which Euroclear is the operator; |
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| "CREST Manual" | the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as subsequently amended); |
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| "CREST member" | a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations); |
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| "CREST participant" | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations); |
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| "CREST Proxy Instruction" | an appropriate and valid CREST message appointing a proxy by means of CREST; |
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| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended; | ||
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor; | ||
| "Disclosure and Transparency Rules" | the Disclosure Rules and Transparency Rules made by the UK Listing Authority under Part VI of FSMA, as amended from time to time; |
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| "Euroclear" | Euroclear UK & Ireland Limited, as the CREST operator (as defined in the CREST Regulations); |
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| "FCA" | the Financial Conduct Authority of the United Kingdom, and any of its successor authorities; |
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| "FSMA" | the Financial Services and Markets Act 2000, as amended; |
| "General Meeting" | the general meeting of the Company, notice of which is set out in Part 3 of this document, and any adjournment thereof; |
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|---|---|---|---|---|
| "Listing Rules" | the rules and regulations made by the UK Listing Authority pursuant to section 74 of FSMA, as amended from time to time; |
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| "London Stock Exchange" | London Stock Exchange plc; | |||
| "Notice of General Meeting" | the notice of general meeting set out on page 9 in Part 3 of this document; | |||
| "Ordinary Shares" | ordinary shares of 1 pence each in the capital of the Company; | |||
| "Proxy Form" | the form of proxy enclosed with this document for use at the General Meeting; | |||
| "Register" | the register of members of the Company; | |||
| "Resolution" | the resolution set out in the Notice of General Meeting to be proposed at the General Meeting; |
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| "Shareholders" | holder(s) of Ordinary Shares; | |||
| "UK Listing Authority" | the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA; and |
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| "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
All times referred to in this document are to London time, unless otherwise stated.
(incorporated in England and Wales with registered number 2954692)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Liontrust Asset Management Plc (the "Company") will be held at 10 a.m. on 22 February 2017 in the Princess Ida Room at The Savoy, Strand, London WC2R 0EU, for the purposes of considering the following resolution which will be proposed as a special resolution.
THAT the share premium account of the Company be cancelled.
Dated: 24 January 2017 By order of the Board Mark Jackson Company Secretary Registered Office: 2 Savoy Court, London WC2R 0EZ Registered in England and Wales No. 2954692
Completion of the proxy form or the appointment of a proxy electronically via www.capitashareportal.com or through CREST (as described below) will not prevent a member from attending and voting in person.
9 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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.
10 A CREST Proxy Instruction must be properly authenticated in accordance with Euroclear'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 Capita Asset Services (ID RA10)] by 10 a.m. on 20 February 2017. 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 Capita Asset Services 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.
For use at the General Meeting to be held at 10 a.m. on Wednesday 22 February 2017 in the Princess Ida Room at The Savoy, Strand, London WC2R 0EU.
I/we* (block capitals) ……………………………………………………………………………………..
of …………………………………………………………………………………………………………
in respect of ALL my/our shares
OR
insert number of shares if not all …………………………………………………………………………
being a member /members of Liontrust Asset Management Plc, hereby appoint the Chairman of the General Meeting** or
………………………………………………………………………………………………………………...
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the General Meeting to be held at 10 a.m. on Wednesday 22 February 2017 in the Princess Ida Room at The Savoy, Strand, London WC2R 0EU and at any adjournment thereof.
I /we require my/our proxy to vote in particular as follows:
| Please mark 'X' to indicate how you wish to vote | For | Against | Vote Withheld*** |
|---|---|---|---|
| TO CANCEL THE SHARE PREMIUM ACCOUNT | |||
Signature………………………………………………………………………………………………….
Dated this………………….day of………………………………2017
In the absence of instructions, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolution. The proxy is also authorised to vote (or abstain from voting) at his or her discretion on any business which may properly come before the meeting.
(To be valid, this Proxy Form must be signed and dated) This Proxy Form must be lodged by 10 a.m. on 20 February 2017.
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