AGM Information • Sep 25, 2013
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or transferred your shares in PZ Cussons Plc, please send this document as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted into any jurisdiction in which such an act would constitute a violation of the relevant laws of jurisdiction.
(incorporated in England and Wales under company number 19457)
This document should be read in full. Your attention is drawn to the letter from the Chairman of PZ Cussons Plc set out on pages 4 to 7 of this document in which the Board (other than, in the case of Resolutions 4 to 12, the Director proposed for re-election in each case) unanimously recommends that you vote in favour of all the Resolutions to be proposed at the 2013 Annual General Meeting referred to below.
Notice of the Annual General Meeting of PZ Cussons Plc, to be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG at 10.30am on Wednesday 25 September 2013, is set out at the end of this document. A Form of Proxy for use at the 2013 AGM is enclosed with this document. To be valid, a Form of Proxy must be received by the Company's Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or if voting by electronic proxy, the Electronic Proxy Instruction must be completed and transmitted via the Company's Registrars website at www. eproxyappointment.com, in each case as soon as possible and in any event so as to be received by no later than 10.30am on 23 September 2013. If you hold shares in CREST, you may appoint another person, or two or more persons, in respect of different shares held by you, as a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Computershare Investor Services PLC (CREST participant ID 3RA50) so that it is received by no later than 10.30am on 23 September 2013. The return of a completed Form of Proxy or the transmission of an Electronic Proxy Form or a CREST Proxy Instruction will not prevent you from attending the 2013 AGM and speaking and voting in person if you wish to do so.
| Page | |
|---|---|
| Expected timetable of principal events | 2 |
| Definitions | 3 |
| Letter from the Chairman of PZ Cussons Plc | 4 |
| Notice of Annual General Meeting | 8 |
| Expected time/date (2013) (Note 1) | |
|---|---|
| Record date for the final dividend on the Ordinary Shares (Note 2) | 6.00pm on 16 August |
| Latest time and date for receipt of Forms of Proxy or an Electronic Proxy Instruction or a CREST Proxy Instruction (Note 3) |
10.30am on 23 September |
| Annual General Meeting | 10.30am on 25 September |
| Final dividend paid (Note 2) | 1 October |
Notes:
| AGM Notice | the notice of the 2013 Annual General Meeting set out on pages 8 to 12 inclusive of this document |
|---|---|
| Annual General Meeting or AGM |
the annual general meeting of the Company convened by the AGM Notice or any adjournment thereof |
| Annual Report | the Company's annual reports and accounts for the financial year ended 31 May 2013 |
| Articles | the articles of association of the Company |
| Board or Directors | the board of directors of the Company |
| Company | PZ Cussons Plc, incorporated in England and Wales under company number 19457 |
| Company's Registrar | Computershare Investor Services PLC |
| CREST | a relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Uncertificated Securities Regulations 2001) |
| CREST Proxy Instruction | a proxy appointment or a proxy instruction made or effected by Shareholders using the CREST voting service via the appropriate CREST message to appoint one or more proxies to attend and/or speak and/or vote in their place at the Annual General Meeting |
| Electronic Proxy Instruction | a proxy appointment or a proxy instruction made or effected by Shareholders to appoint one or more proxies to attend and/or speak and/or vote in their place at the Annual General Meeting to be lodged electronically via the Company's Registrars website at www.eproxyappointment.com in accordance with the instructions set out therein |
| Form of Proxy | the Form of Proxy accompanying this document for use by Shareholders to appoint one or more proxies to attend and/or speak and/or vote in their place at the Annual General Meeting to be returned by post or by hand to the Company's Registrar in accordance with the instructions set out therein |
| London Stock Exchange | London Stock Exchange plc |
| Official List | the Official List of the UKLA maintained pursuant to Part VI of The Financial Services and Markets Act 2000 |
| Ordinary Shares | ordinary shares of 1p each in the capital of the Company |
| PZ Cussons Share Schemes | The PZ Cussons Executive Share Option Scheme and the PZCussons Performance Share Plan |
| Resolutions | the resolutions to be proposed at the AGM as set out in the AGM Notice and Resolution shall be interpreted accordingly |
| Shareholder | a holder of Ordinary Shares |
| UKLA or UK Listing Authority | the Financial Conduct Authority, acting in its capacity as the competent authority for the purposes of Part VI of The Financial Services and Markets Act 2000 |
PZ Cussons Plc Manchester Business Park 3500 Aviator Way Manchester M22 5TG
16 August 2013
To the Shareholders and, for information only, to participants in the PZ Cussons Share Schemes
Dear Shareholder
The 2013 Annual General Meeting is to be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG at 10.30am on Wednesday 25 September 2013. The formal AGM Notice is set out on pages 8 to 12 inclusive of this document and contains the resolutions to be proposed.
The notes below provide an explanation of each of the Resolutions. This letter also gives further information about the AGM and explains the action which you should take.
The Companies Act 2006 requires the Directors of a public company to lay before the company in general meeting copies of the Directors' report, the independent auditors' report and the audited financial statements of the company in respect of each financial year. In accordance with the UK Corporate Governance Code, the Company proposes, as an ordinary resolution, a resolution on its Annual Report.
In accordance with the Companies Act 2006, Shareholders are invited to vote on the report on Directors' remuneration, which is set out in the Annual Report. The vote is advisory only, however, and the Directors' entitlement to remuneration is not conditional on this ordinary resolution being passed.
This ordinary resolution proposes the declaration of a final dividend recommended by the Directors. The Directors are proposing a final dividend of 5.04p per ordinary share. If approved, the dividend will be paid on 1 October 2013 to shareholders on the register at 6.00pm on 16 August 2013.
In accordance with the Articles, all the Directors shall retire from office at the AGM. Each of them shall stand for re-election.
Each of Resolutions 4 to 12 shall be proposed as an ordinary resolution. Biographical details of all the Directors can be found in the Annual Report. These details include membership of the principal committees. The Nominations Committee has carried out formal performance evaluations of all the Directors and concluded that each is effective and continues to make a positive contribution to the meetings of the Board and of the Committees on which they sit and they demonstrate commitment to their roles.
At each meeting at which the annual reports and accounts are laid, the Company is required to appoint auditors to serve until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue as the Company's auditor. Resolution 13 is an ordinary resolution to reappoint them. Resolution 14 is an ordinary resolution giving the Directors the discretion to determine the auditor's remuneration.
This ordinary resolution seeks to renew the general authority previously given to the Directors to allot shares in the Company. Resolution 15, if passed, would grant the Directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company, up to a maximum nominal amount of £1,414,792 representing a maximum number of 141,479,200 Ordinary Shares, which represented approximately 33 per cent. of the Company's issued ordinary share capital as at 15 August 2013, being the latest practicable date prior to publication of this document. This authority will expire on 30 November 2014 or, if earlier, at the conclusion of the annual general meeting of the Company held in 2014. The Directors have no present intention of exercising this authority. The Company held no treasury shares as at 15 August 2013.
This special resolution will give the Directors limited power to allot equity securities (such as Ordinary Shares) for cash, or sell its own shares out of treasury for cash, without first offering them to existing shareholders under the statutory pre-emption rights. The power relates to "equity securities" (as defined in section 560 of the Act) – which includes any Ordinary Shares. If Resolution 16 is passed at the AGM, the power will expire on 30 November 2014 or, if earlier, at the conclusion of the annual general meeting of the Company held in 2014 and will be limited to:
Treasury shares may be sold for cash, transferred for the purposes of employee share schemes or cancelled. As at 15 August 2013, the Company did not hold any of its own shares as treasury shares.
Again, the Directors have no present intention of exercising this power but believe that it is in the best interests of Shareholders for the Directors to continue to have this flexibility, in those limited circumstances, to allot shares for cash or sell treasury shares for cash. The Directors intend to seek renewal of this power at future annual general meetings.
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. Those Principles provide that companies should not issue shares for cash representing more than 7.5 per cent. of the company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.
This special resolution, if passed, will authorise the Company to make market purchases of its own Ordinary Shares. The Directors have no present intention of exercising this authority but, again, would wish to have the flexibility to do so in the future. Purchases of own shares would only be made through the London Stock Exchange. This should not be taken to imply that Ordinary Shares will be purchased at any particular price or indeed at all. The Directors will only exercise the authority to make purchases of Ordinary Shares granted by this resolution if they believe that to do so would result in an improvement in earnings per share and is in the best interests of Shareholders generally.
Any Ordinary Shares purchased would be cancelled (in which case the number of shares in issue would thereby be reduced) or held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the Shareholders at that time.
The maximum number of Ordinary Shares which may be purchased is 42,872,496 which represented approximately 10 per cent. of the Company's issued ordinary share capital as at 15 August 2013. The authority will expire on 30 November 2014 or, if earlier, at the conclusion of the annual general meeting of the Company held in 2014. The minimum price which could be paid for an Ordinary Share would be the nominal value of 1p and the maximum price would be the maximum price permitted by the Financial Conduct Authority's listing rules or in case of a tender offer, 5 per cent. above the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the terms of the tender offer are announced, in each case excluding expenses. The Directors intend to seek renewal of this authority at future annual general meetings.
As at 15 August 2013, options over or rights to subscribe for a total of 872,608 Ordinary Shares were outstanding and not exercised. That number of Ordinary Shares represented 0.20 per cent. of the Company's issued ordinary share capital as at 15 August 2013. It would have represented 0.23 per cent. of the issued ordinary share capital if the authority to purchase the Company's own shares had been exercised in full at that date.
Resolution 18 seeks to renew an authority granted at the Company's last annual general meeting to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Changes made to the Act by the Companies (Shareholder's Rights) Regulations 2009 have increased the notice period for general meetings to 21 clear days' unless shareholder approval is obtained to reduce the period to 14 clear days' notice. The shorter notice period would only be used where it is merited by the business of the meeting and where it is considered by the Directors to be in the best interests of shareholders as a whole. This special resolution therefore seeks such approval and, if granted, the approval would be effective until the Company's next annual general meeting. The Directors intend to seek the renewal of this approval at future annual general meetings.
It has always been the Company's policy that it does not make political donations. This remains the case and the Directors have no intention of changing that policy.
Part 14 of the Act imposes restrictions on companies making political donations to any political party, other political organisation or to any independent election candidate or incurring political expenditure unless they have been authorised to do so at a general meeting. Whilst the Company has no intention of making political donations or incurring political expenditure, the Act includes broad and ambiguous definitions of the terms "political donation" and "political expenditure" which may apply to some normal business activities which would not generally be considered to be political in nature.
The Board therefore considers that, as a purely precautionary measure, it would be prudent to obtain the approval of Shareholders to make donations to political parties, political organisations and independent election candidates and to incur political expenditure up to the specified limit. The Directors intend to seek renewal of this approval at future annual general meetings but wish to emphasise that the proposed resolution is a precautionary measure for the above reason and that they have no intention of entering into any party political activities.
Whether or not you intend to be present at the AGM:
The Form of Proxy should be returned (or if voting by electronic means, an Electronic Proxy Instruction should be transmitted) and a CREST Proxy Instruction should be transmitted, in each case, as soon as possible and in any event so as to be received by no later than 10.30am on 23 September 2013.
Completion and return of the Form of Proxy or completion and transmission of an Electronic Proxy Instruction or a CREST Proxy Instruction will not prevent you from attending and speaking and voting in person at the AGM, should you wish to do so.
The Board considers that each of the Resolutions set out in the AGM Notice are in the best interests of the Company and the Shareholders as a whole and the Board (other than, in the cases of Resolutions 4 to 12, the Director proposed for re-election in such Resolution) unanimously recommends Shareholders to vote in favour of those Resolutions as each of the Directors intends to in respect of his or her own beneficial holding of Ordinary Shares.
Yours faithfully
Richard Harvey Chairman
Notice is hereby given that the next annual general meeting of the members of PZ Cussons Plc will be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG on Wednesday, 25 September at 10.30am for the purposes set out below. Resolutions 1 to 15 and Resolution 19 will be proposed as ordinary resolutions and Resolutions 16 to 18 will be proposed as special resolutions.
(d) all authorities vested in the directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.
16 That the directors be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities, as defined in section 560 of that Act, pursuant to the authority conferred on them by resolution 15 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:
and shall expire on 30 November 2014 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2014 save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.
18 That any general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
19 That, from the date of this resolution until the earlier of 30 November 2014 and the conclusion of the Company's next annual general meeting, the Company and all companies which are its subsidiaries at any time during such period are authorised:
up to an aggregate total amount of £100,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the directors may decide is appropriate. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".
Dated this 16 day of August 2013
By Order of the Board
Secretary, PZ Cussons Plc Manchester Business Park 3500 Aviator Way Manchester M22 5TG
11 Each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the Companies Act 2006 and subject to some exceptions, the Company must cause to be answered. Information relating to the meeting which the Company is required by the Companies Act 2006 to publish on a website in advance of the meeting may be viewed at www.pzcussons.com. A member may not use any electronic address provided by the Company in this document or with any Form of Proxy or in any website for communicating with the Company for any purpose in relation to the meeting other than as expressly stated in it.
12 It is possible that, pursuant to members' requests made in accordance with section 527 of the Companies Act 2006, the Company will be required to publish on a website a statement in accordance with section 528 of the Companies Act 2006 setting out any matter which the members concerned propose to raise at the meeting relating to the audit of the Company's latest audited accounts. The Company cannot require the members concerned to pay its expenses in complying with those sections. The Company must forward any such statement to its auditor by the time it makes the statement available on the website. The business which may be dealt with at the meeting includes any such statement.
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