AGM Information • Aug 30, 2018
AGM Information
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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 all of your shares in PZ Cussons Plc, please send this document and any other documents that accompany it 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.
(incorporated in England and Wales under company number 19457)
This document should be read as a whole. Your attention is drawn to the letter from the Chairman which is set out on page 2 of this document. Details of the action you are recommended to take are set out on page 2 of this document.
Notice of the AGM of the Company, to be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG at 10.30am on Wednesday 26 September 2018 is set out on pages 3 to 6 of this document.
Whether or not you propose to attend the AGM, please complete and submit a proxy appointment in accordance with the Notes to the Notice of AGM set out on page 4. To be valid, the proxy appointment must be received at the address for delivery specified in the Notes by no later than 10.30am on Monday 24 September 2018.
This document should be read in conjunction with the accompanying Form of Proxy and the definitions set out in Part IV of this document.
No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised by the Financial Conduct Authority ("FCA" ) in the United Kingdom, is acting solely for the Company in relation to the related party transactions described in this document ("Related Party Transactions" ) and nobody else (including any recipient of this document) and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Related Party Transaction or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan Cazenove by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, J.P. Morgan Cazenove does not accept any responsibility whatsoever for or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Related Party Transaction and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. J.P. Morgan Cazenove accordingly disclaims, to the fullest extent permitted by law,
all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. J.P. Morgan Cazenove has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they are given.
| Table of contents | ||
|---|---|---|
| Expected timetable of principal events | 01 | |
| Directors, Company Secretary and Advisers | 01 | |
| Part I | Letter from the Chair | 02 |
| Part II | Notice of Annual General Meeting and explanatory notes | 03 |
| Part III | Rectification of dividends and releases | 07 |
| Part IV | Definitions | 08 |
Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect. References to time in this document are to London time.
| Directors | Caroline Silver (Independent Non-executive Chair) | Company Secretary | Sam Plant |
|---|---|---|---|
| Alex Kanellis (Chief Executive) | Sponsor | J.P. Morgan Securities plc 25 Bank Street Canary Wharf E14 5JP |
|
| Brandon Leigh (Chief Financial Officer) | |||
| John Nicolson (Independent Non-executive Director) | |||
| Helen Owers (Independent Non-executive Director) | Lawyers | Addleshaw Goddard LLP One St Peter's Square Manchester M2 3DE |
|
| Jeremy Maiden (Independent Non-executive Director) | |||
| Tamara Minick-Scokalo (Independent Non-executive Director) |
|||
| Dariusz Kucz (Independent Non-executive Director) | Registrars | Computershare Investor Services PLC The Pavilions |
|
| Bridgwater Road Bristol |
BS13 8AE
Manchester Business Park 3500 Aviator Way Manchester M22 5TG
24 August 2018
To the Shareholders and, for information only, to participants in the PZ Cussons Share Schemes
I am pleased to be writing to you with details of our 2018 Annual General Meeting which we will be holding at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG at 10.30am on Wednesday 26 September 2018.
The formal Notice of the AGM is set out on pages 3 to 6 of this document and contains the proposed resolutions. Explanatory notes to the business to be considered are set out on pages 5 to 6.
As in previous years, I will be inviting you to vote on all AGM resolutions by way of a poll. On a poll, each Shareholder has one vote for every share held. I would draw your attention in particular to the following resolutions which are to be proposed this year:
Resolutions 6 to 11 relate to the election and re-election of the Company's Independent Non-executive Directors. By virtue of the fact that certain Shareholders in the Company (principally comprising the founding Zochonis family or certain wider family groups, certain Company trusts, the Executive Directors and current or former employees) together hold approximately 53% of the Company's issued share capital, the Company must comply with 'Controlling Shareholder' obligations under the Listing Rules again this year.
Under these rules, the Company must, when proposing the election or re-election of Independent Non-executive Directors at a general meeting, seek the approval of not only its Shareholders as a whole, but also, separately, its Independent Shareholders. The Company's Independent Shareholders are all those Shareholders entitled to vote at this meeting with the exception of those Shareholders deemed to be Controlling Shareholders. Further details and information on how this separate approval will be sought are set out on page 5.
In the trading update issued on 14 June 2018 the Board referred to the identification of an irregularity concerning the payment of certain historic interim dividends to Shareholders. The effect of this irregularity is that, while (other than as referred to below in relation to the interim dividend paid during the financial year ended 31 May 2012) the Company held adequate reserves to cover the amount of the dividend payments, the Company had not filed with the Registrar of Companies (as required by the Companies Act 2006) additional "interim" accounts which would have demonstrated that the Company had the requisite level of distributable reserves. Resolution 18 is proposed to rectify the position.
Resolution 18 is also proposed in order to address the further irregularity arising from the fact that the interim dividend paid in the financial year ended 31 May 2012 was paid to Shareholders at a time when the Company did not hold adequate distributable reserves (although there were sufficient reserves held in subsidiaries of the Company which could have been distributed to the Company in order to provide the Company with adequate reserves).
To satisfy the steps required to achieve rectification of these irregularities, it is proposed that the Company enters into a Deed of Release effectively to waive any and all claims which the Company may have against current or former Shareholders who received the relevant historic dividends, and claims which the Company may have against the Relevant Directors and Relevant Former Directors, in each case in respect of those elements of the relevant interim dividends which were, by reason of such irregularities, technically unlawful.
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 or 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 Monday 24 September 2018.
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 Resolutions 1 to 17 as set out in the Notice of AGM are in the best interests of the Company and the Shareholders as a whole and the Board unanimously recommends Shareholders to vote in favour of them.
Given the interests of the Relevant Directors in Resolution 18, the Relevant Directors have not considered whether Resolution 18 is in the best interests of the Company and did not take part in the Board's consideration of the matter.
Accordingly, the Relevant Directors cannot recommend that Shareholders vote in favour of Resolution 18, but do recommend that those Shareholders who are entitled to do so should vote on it. The remainder of the Board, being Dariusz Kucz and Tamara Minick-Scokalo, however, can and do recommend that Shareholders vote in favour of Resolution 18.
Additionally, Dariusz Kucz and Tamara Minick-Scokalo consider, the Board having been so advised by J.P. Morgan Cazenove, in its capacity as the Company's Sponsor, that (i) the waiver of claims against current or former Shareholders and against the Relevant Directors and Relevant Former Directors pursuant to Resolution 18 and (ii) the entry into the Deed of Release referred to in Resolution 18 are fair and reasonable so far as the Shareholders of the Company are concerned.
Yours faithfully,
Caroline Silver Chair
Notice is hereby given that the next AGM of the members of PZ Cussons Plc will be held at Manchester Business Park, 3500 Aviator Way, Manchester M22 5TG on Wednesday 26 September 2018 at 10.30am for the purposes set out below.
Resolutions 1 to 14 will be proposed as ordinary resolutions. Resolutions 15 to 18 will be proposed as special resolutions. Resolutions 6 to 11 relating to the election and re-election of the Independent Non-executive Directors will be passed only if both a majority of votes cast by the Independent Shareholders (as defined in the explanatory notes on page 5 of this document) and a majority of the votes cast by all Shareholders are in favour.
£214,362, and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 14 in the notice of this meeting, 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 and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.
Date: 24 August 2018 By Order of the Board
Company Secretary PZ Cussons Plc, Manchester Business Park 3500 Aviator Way, Manchester M22 5TG
The Companies Act 2006 requires the Directors of a public company to lay before the Company in general meeting copies of the Directors' reports, the independent auditor's 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 accounts and reports for the financial year ended 31 May 2018 (2018 Annual Report and Accounts).
In accordance with the Companies Act 2006, the Company proposes an ordinary resolution to seek Shareholder approval of the Report on Directors' Remuneration for the financial year ended 31 May 2018. The Report on Directors' Remuneration is set out on pages 17 to 25 of the 2018 Governance & Financial Statements but, for the purposes of this resolution, does not include the part of the Report on Directors' Remuneration containing the Directors' Remuneration Policy which is set out on pages 10 to 16 of the 2018 Governance & Financial Statements. The vote on this resolution is advisory only and the Directors' entitlement to remuneration is not conditional on its being passed.
The Companies Act 2006 requires the Directors' Remuneration Policy to be put to Shareholders for approval annually unless the approved policy remains unchanged, in which case it need only be put to Shareholders for approval at least every three years. The Company is not proposing any changes to the Directors' Remuneration Policy approved at the AGM in 2017.
The Directors recommend a final dividend of 5.61 pence per Ordinary Share. If approved by ordinary resolution of the Shareholders, the dividend will be paid on 4 October 2018 to Shareholders on the register as at the close of business on 10 August 2018.
All Directors shall retire from office at the AGM in accordance with the Company's articles of association and each of them shall stand for election or re-election.
Each of Resolutions 4 to 11 shall be proposed as an ordinary resolution. Biographical details of all of the Directors can be found in the 2018 Governance & Financial Statements. These details include membership of the principal committees. The Chair confirms that, following formal performance evaluation, each Director continues to be effective, to make a positive contribution and to demonstrate commitment to his or her role. The Board believes that the considerable and wide-ranging experience of these Directors will continue to be invaluable to the Company and recommends their election or re-election (as the case may be). Resolutions 6 to 11 (inclusive) relate specifically to the election and re-election of those Directors whom the Board has determined to be independent for the purposes of the UK Corporate Governance Code. The Company is required to comply with provisions of the Listing Rules relating to the election or re-election of independent non-executive directors of premium listed companies with a controlling shareholder, being a shareholder that exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at a general meeting. For the purposes of the Listing Rules, certain Shareholders in the Company (principally comprising the founding Zochonis family or certain wider family groups, certain Company trusts, the Executive Directors and current or former employees) are deemed to be Controlling Shareholders of the Company. As at 23 August 2018, the Controlling Shareholders held 228,635,856 shares, representing approximately 53% of the Company's issued share capital.
As a consequence, and to ensure continuing good governance, at the AGM the election and re-election of all Independent Non-executive Directors must be approved by a majority vote of all Shareholders and, separately, by a majority vote of the Shareholders entitled to vote on the election and re-election of Directors other than the Controlling Shareholders (the Independent Shareholders).
Resolutions 6 to 11 (inclusive) are therefore proposed as ordinary resolutions on which all Shareholders may vote, but in addition the Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on the resolution) to determine whether the majority approval of Independent Shareholders as referred to above has been achieved. The Company will announce the results of Resolutions 6 to 11 (inclusive) on this basis as well as announcing the results of the ordinary resolutions of all Shareholders.
Under the Listing Rules, if a resolution to elect or re-elect an independent non-executive director is not approved by majority vote of both the shareholders as a whole and the independent shareholders, a further ordinary resolution may be put forward to be approved by the shareholders as a whole at a general meeting which must be held more than 90 days after the date of the first vote but within 120 days of that first vote. Accordingly, if any of Resolutions 6 to 11 (inclusive) is not approved by a majority vote of the Independent Shareholders at the AGM, the relevant Independent Non-executive Director will be treated as having been elected or re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further ordinary resolution to elect or re-elect him or her, (ii) the date which is 120 days after the AGM, and (iii) the date of any announcement by the Board that it does not intend to hold a second vote.
In the event that the Independent Non-executive Director's election or re-election is approved by majority vote of all Shareholders at a second meeting, the Independent Non-executive Director in question will be elected or re-elected until the Company's next AGM.
As required by the Listing Rules, the Company confirms the following:
At each meeting at which the annual reports and accounts are laid, the Company is required to appoint an auditor to serve until the next such meeting. The Audit & Risk Committee has recommended to the Board, and the Board now proposes to Shareholders at Resolution 12, the reappointment of Deloitte LLP as auditors. The Audit & Risk Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditors.
Resolution 13 is an ordinary resolution giving the Audit & Risk Committee the discretion to determine the auditor's remuneration.
The Directors currently have an authority to allot shares in the Company and to grant rights to subscribe for, or convert any securities into, shares in the Company. This authority is due to expire at the AGM. The Board is seeking, by ordinary resolution, to renew that authority to provide the Directors with flexibility to allot new shares and grant rights up until the Company's next AGM within the limits prescribed by The Investment Association.
If passed, this resolution will authorise the Directors to allot (or grant rights over) new shares in the Company in any circumstances up to a maximum aggregate nominal amount of £1,414,792, representing approximately 33% of the Company's issued Ordinary Share capital as at 23 August 2018 (being the latest practicable date prior to publication of this document).
The Directors have no present intention of exercising this authority; however, the Board considers it prudent to maintain the flexibility that it provides to enable the Directors to respond to any appropriate opportunities which may arise. If passed by Shareholders, this authority will expire at the close of business on 29 November 2019 or, if earlier, at the conclusion of the AGM of the Company held in 2019.
The Company held no treasury shares as at 23 August 2018.
This is a special resolution which renews a similar power granted at last year's AGM and which, if passed by Shareholders, will enable the Board to allot Ordinary Shares for cash, or to sell any shares out of treasury for cash, without first offering those shares to existing Shareholders in proportion to their existing holdings.
If passed, Resolution 15 will permit the Board to allot Ordinary Shares for cash on a non-pre-emptive basis both in connection with a rights issue or similar pre-emptive issue and, otherwise than in connection with any such issue, up to a maximum nominal amount of £214,362, representing approximately 5% of the Company's issued Ordinary Share capital as at 23 August 2018 (being the latest date prior to publication of this document).
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 to sell treasury shares for cash. The Directors intend to seek renewal of this power at future AGMs.
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% 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, representing approximately 10% of the Company's issued Ordinary Share capital as at 23 August 2018 (being the latest date prior to publication of this document). The authority will expire at the close of business on 29 November 2019 or, if earlier, at the conclusion of the AGM of the Company held in 2019. The minimum price which could be paid for an Ordinary Share would be its nominal value and the maximum price would be the maximum price permitted by the Listing Rules or in case of a tender offer, 5% above the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the 5 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 AGMs.
As at 23 August 2018, there were no options or rights outstanding to subscribe for new Ordinary Shares.
The Company currently has the power under its articles of association to call general meetings (other than AGMs) on a minimum of 14 clear days' notice and would like to preserve this ability. In order to do so, Shareholders must first approve the calling of meetings on a minimum of 14 clear days' notice. This special resolution seeks such an approval. If granted, the approval will be effective until the conclusion of the Company's next AGM. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility 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.
The Company notes the notice period provision in the Financial Reporting Council's UK Corporate Governance Code which recommends at least 14 working days' notice be given for all general meetings (other than AGMs). The Company intends to comply with this Code provision, so far as is practicable, in the same way that it currently complies with the 20 working days' notice provision applicable to AGMs. The Directors intend to seek the renewal of this approval at future AGMs.
The reasons for proposing this resolution are set out in the Chairman's letter on page 2 and are also described in more detail in Part III of this document.
As explained in Part I, an irregularity has arisen with regard to the formalities required in connection with the declaration and payment of certain historic interim dividends. The Companies Act 2006 requires the amount of any dividend distribution to be justified by reference to relevant accounts which show the requisite level of distributable reserves. If the Company's last annual accounts do not show the necessary reserves then the Company must prepare interim accounts and, in the case of a public company, file those interim accounts with the Registrar of Companies prior to the payment of the relevant dividend. There have been four occasions within the last twelve years in which interim accounts required for that purpose by the Company were not filed with the Registrar. In one of such years, being the financial year ended 31 May 2012, the interim accounts of the Company did not show a sufficient level of distributable reserves for the interim dividend payment and thus the shortfall would have required rectification in any event.
The maximum shortfall between the element of each of these dividend payments which was compliant with the Companies Act 2006 and the actual amount which was distributed (being the unlawful elements (the Relevant Dividends)) has been calculated to be the sum set out in the table below.
| Relevant Dividends | ||||
|---|---|---|---|---|
| Description | Maximum shortfall | Payment Date | ||
| 2012 Interim Dividend | £3,744,554 | 2 April 2012 | ||
| 2013 Interim Dividend | £4,371,785 | 8 April 2013 | ||
| 2016 Interim Dividend | £2,336,701 | 4 April 2016 | ||
| 2017 Interim Dividend | £5,090,281 | 4 April 2017 |
The Company has been advised that, as a consequence of the Relevant Dividends having been paid otherwise than in accordance with the 2006 Act, it may have claims against past and present Shareholders who were recipients of the Relevant Dividends and against persons who were directors of the Company at the time of payment of the Relevant Dividends.
The Board notes, however, that the Company has no intention of bringing any such claims.
In order to remedy the potential consequences of the Relevant Dividends having been paid otherwise than in accordance with the 2006 Act, the Company is proposing Resolution 18, the full text of which is set out in the Notice in Part II of this document.
The resolution (which is proposed in four linked parts) asks Shareholders to: (a) approve the appropriation of the historic profits of the Company to the unlawful element of the dividend payments concerned; (b) release the current and former Shareholders from any claim by the Company for repayment of any such unlawful element received by them; (c) treat any such release as being equivalent to the unlawful element of the dividend that was originally paid, and (d) release the current and former directors from any liability to the Company in respect of the payment of the Relevant Dividends or any associated breach of their duties in that regard. The purpose of the resolution is to put past and present Shareholders, Relevant Directors and Relevant Former Directors into the position in which they were always intended to be had the interim dividends in the relevant years been paid fully in accordance with the requirements of the 2006 Act.
The approach that the Company is proposing by way of Resolution 18 is consistent with the approach taken by other UK incorporated companies whose shares are admitted to the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange and who have also made distributions otherwise than in technical compliance with the 2006 Act.
The approach that the Company is proposing involves the authorisation of the appropriation of the distributable profits of the Company (as shown by the audited accounts of the Company for the relevant financial years) to the payment of the Relevant Dividends. As a matter of common law, it is necessary for the appropriation of distributable profits to be approved by shareholders.
This will not, however, have any effect on the Company's financial position. This is because the Relevant Dividends are equal to and offset by the release of each Recipient Shareholder
(by the Deed of Release) from the liability to repay the unlawful element of any amount already paid by way of interim dividend in financial years 2012, 2013, 2016 and 2017 and the Company will not be required to make any further payments to Shareholders in respect of such interim dividends.
Under the Company's Articles of Association, it is necessary for Shareholders to approve the Company's waiver of any rights of the Company to make claims against the Relevant Directors, the Relevant Former Directors and the personal representatives (and their successors in title) of any deceased Relevant Former Directors in respect of the Relevant Dividends, since the Board would itself have a potential conflict of interest in approving such a waiver. This is because members of the Board are named as beneficiaries of the waiver.
The Company has been advised that it is also preferable for Shareholders to approve the Company's release of those past and present Shareholders who received the Relevant Dividends as such release will, insofar as those persons remain shareholders of the Company, comprise a shareholder distribution.
Both of these releases will be formalised by the execution by the Company of the Deed of Release proposed to be approved by Shareholders under Resolution 18.
The entry by the Company into the Deed of Release, so as to release the Relevant Directors, Relevant Former Directors and Recipient Shareholders from any liability, will not have any effect on the Company's financial position. This is because the Company has not recorded or disclosed the potential right to make claims against Recipient Shareholders or past or present directors as assets or contingent assets in its financial statements. Therefore, the Company's entry into the Deed of Release will not result in the creation of any accounting provisions, any decrease in the Company's net assets or any decrease in the level of its distributable reserves.
Certain Shareholders are considered by the Listing Rules to be related parties of the Company. The release by the Company of potential claims against these Shareholders, and against the Relevant Directors and Relevant Former Directors, constitute related party transactions (as defined in the Listing Rules). However, due to the transactions falling within the parameters outlined in Listing Rule 11.1.10R (by virtue of the maximum aggregate shortfall described in the table above being not more than £15,543,321), modified requirements apply under the Listing Rules and, accordingly, specific approval of these related party transactions by Shareholders is not required.
It is the Company's expectation that, based on the approach that HM Revenue & Customs (HMRC) is understood to have adopted to the circumstances surrounding the payment of corporate distributions otherwise than in technical compliance with the 2006 Act by other UK incorporated companies whose shares are admitted to the UK Listing Authority's Official List and to trading on the Main Market of the London Stock Exchange, the tax position of UK Shareholders will not be affected by any technical irregularity in relation to the relevant interim dividends. Therefore, based on such approach, the Company does not expect the passing of Resolution 18 to have an effect on the UK tax position of such Shareholders.
It is similarly not expected that the passing of Resolution 18 should have an effect on the tax position of US Shareholders, although the Company has not and does not intend to seek confirmation from the Internal Revenue Service.
If any US or other non-UK resident Shareholder has any doubts about his or her tax position, he or she should consult with an independent professional adviser.
A copy of the final form of the Deed of Release is available on the Company's website www.pzcussons.com/en_int/news/investor and in hard copy during normal business hours on any day (except for Saturdays, Sundays and bank or public holidays) at the registered office of the Company and at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG up to the time of the Annual General Meeting. Copies will also be available at the place of the Annual General Meeting until the conclusion of the Annual General Meeting.
| 2006 Act | means the Companies Act 2006 |
|---|---|
| AGM | means the annual general meeting |
| Board | means the board of Directors |
| Company | means PZ Cussons plc |
| Controlling Shareholder | means a Shareholder that exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at a general meeting |
| CREST | means the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument |
| CREST Manual | means the rules governing the operation of CREST as published by Euroclear |
| Deed of Release | means a deed of release by which the Company waives any rights to make claims against the Relevant Directors, Relevant Former Directors and Recipient Shareholders in respect of the Relevant Dividends |
| Directors | means the Executive Directors and the Independent Non-executive Directors |
| Executive Directors | means Alex Kanellis and Brandon Leigh |
| Financial Conduct Authority or FCA | means the Financial Conduct Authority of the United Kingdom |
| Form of Proxy | means the form of proxy enclosed with this document for use by Shareholders in connection with the Annual General Meeting |
| FSMA | means the Financial Services and Markets Act 2000, as amended |
| HMRC | means Her Majesty's Revenue & Customs |
| Independent Non-executive Directors | means John Nicolson, Caroline Silver, Helen Owers, Jeremy Maiden, Tamara Minick-Scokalo and Dariusz Kucz |
| Interim Dividends | means the interim dividends paid by the Company on the dates which are set out in paragraph 1 of Part III of this document |
| Listing Rules | means the listing rules made by the FCA under Part VI of FSMA (as set out in the FCA Handbook), as amended |
| Notice | means the Notice of Annual General Meeting set out in Part II of this document |
| Ordinary Shares | means the ordinary shares of £0.01 each in the capital of the Company |
| Recipient Shareholder | means a current or former shareholder of the Company who appeared on the register of members on the record date for one or more of the Relevant Dividends |
| Relevant Directors | means Alex Kanellis, Brandon Leigh, John Nicolson, Caroline Silver, Helen Owers and Jeremy Maiden |
| Relevant Dividends | means such elements of the Interim Dividends as were unlawful by reason of irregularities under the 2006 Act |
| Relevant Former Directors | each director of the Company who is not a Relevant Director but who was in office at a time when an Interim Dividend was distributed to Shareholders |
Manchester Business Park 3500 Aviator Way Manchester M22 5TG Tel: 0161 435 1000
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