AI assistant
LSL PROPERTY SERVICES PLC — AGM Information 2021
Jun 23, 2021
4859_dva_2021-06-23_669fa4d5-d443-4d4d-a6ee-23c54c010fae.pdf
AGM Information
Open in viewerOpens in your device viewer
Company No. 5114014
THE COMPANIES ACT 2006 (the "Act") PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS OF LSL Property Services plc (LSL) Passed on 23rd June 2021
At an Annual General Meeting of the Company, duly convened and held at the Hilton London Paddington, 146 Praed Street, Lancaster Gate, London W2 1EE on 23rd June 2021 at 1pm, the following resolutions were duly passed:
SPECIAL RESOLUTIONS
Resolution 13:
That, subject to the passing of resolution 12 (Authority to Allot Shares), the Directors be and are hereby authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by resolution 12 and/or to sell Ordinary Shares held by LSL as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be limited:
- a. to the allotment of equity securities where such securities have been offered (whether by way of a rights issue, open offer or otherwise) to ordinary Shareholders in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
- b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13(a) above) up to an aggregate nominal value of £10,515.89;
such authority to expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting) and, in each case, prior to its expiry LSL 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 14:
That, subject to the passing of resolution 12 (Authority to Allot Shares), the Directors be and are (in addition to any authority granted under resolution 13 above) authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by resolution 12 and/or to sell Ordinary Shares held by LSL as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be:
- a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £10,515.89; and
- b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
such authority to expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting) and, in each case, prior to its expiry LSL 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 authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 15:
That, LSL be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares of 0.2 pence each in the capital of LSL (Ordinary Shares) on such terms and in such manner as the Directors may from time to time determine provided that:
- a. the maximum number of Ordinary Shares hereby authorised to be purchased is 10,515,895;
- b. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 0.2 pence (being the nominal value thereof);
- c. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall be an amount equal to the highest of:
- (i) 5% above the average of the middle market quotations for the Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant Share is contracted to be purchased; and
- (ii) the higher of the price quoted for the last independent trade and the highest current independent bid for an Ordinary Share in LSL on the trading venue where the market purchase is carried out;
- d. the authority hereby conferred shall (unless previously renewed or revoked) expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting); and
- e. LSL may make a contract to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and LSL may make a purchase of Ordinary Shares in pursuance of any such contract. LSL may make a contract to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract
will or may be executed wholly or partly after the expiry of such authority, and LSL may make a purchase of Ordinary Shares in pursuance of any such contract.
Resolution 16:
That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.
Resolution 17:
To approve and adopt the draft articles of association in the form produced to the meeting and initialled by the chair of the meeting for the purpose of identification as the articles of association of the Company in substitution for, and to the exclusion of, all existing articles of association of the Company.
……………………….. Chair