AGM Information • Mar 12, 2014
AGM Information
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If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Trinity Mirror plc please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Incorporated and registered in England and Wales No. 82548)
Notice of a General Meeting of the Company and a letter from your Chairman including an explanation of the special business to be conducted at the General Meeting which is to be held on Friday, 28 March 2014 at 11.30 am at The Museum of London Docklands, No1 Warehouse, West India Quay, London, E14 4AL.
Whether or not you propose to attend the General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by no later than 11.30 am on 26 March 2014. Completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting in person, should you wish. Alternatively you can register your proxy vote electronically no later than 11.30 am on 26 March 2014, either by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear.
Further details are given in the notes to this document.
Notice of General Meeting
Trinity Mirror plc Registered office (Incorporated and registered One Canada Square in England and Wales No. 82548) Canary Wharf
London E14 5AP
12 March 2014
Dear Shareholder
As we announced on 4 February 2014, your Board is seeking a court approved Capital Reduction to maintain future flexibility to consider the return of capital to Shareholders, including dividends, alongside continued investment and the funding of the Group's pension schemes.
The purpose of the Capital Reduction is to eliminate the deficit on the Company's profit and loss account. Your approval is being sought to the proposal at a General Meeting convened to take place on 28 March 2014, notice of which is set out at the end of this document.
The purpose of this document is to provide you with the background to the proposal. The Board believes the Capital Reduction will promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the Resolution to be proposed at the General Meeting.
Each year a detailed impairment review is undertaken to compare the carrying value of assets held on the consolidated balance sheet of the Group and the Company balance sheet to their value in use. The impairment review in respect of the 2013 year end concluded that a non-cash impairment of £225 million (£180.7 million net of deferred tax) was required to the carrying value of assets held in the consolidated balance sheet of the Group and that a non-cash impairment of £700 million was required to the carrying value of the investments held in the balance sheet of the Company. The impairment charge against the balance sheet of the Company is higher than that against the consolidated balance sheet of the Group as the value in use of a number of cash generating units were substantially higher than their carrying value and, whilst this could not be taken into account in the review of the Group's consolidated goodwill and publishing rights and titles, it supported the higher carrying value of investments held by the Company.
The impairment charges have not impacted the cash position of Company or the adjusted results of the Group (the measure which best reflects the Group's financial performance), however, they have resulted in a statutory loss. The impairment of the carrying value of investments in the Company has resulted in a negative balance on the profit and loss of the Company amounting to a sum of £514.8 million as shown as a rounded figure in the balance sheet of the Company as at the Accounts Date. Whilst the balance on the Company's profit and loss account remains in deficit, the Company cannot declare a dividend due to prohibitions under the Companies Act 2006.
The proposed Capital Reduction is to be effected by way of reduction of the Share Premium Account of the Company by £514.8 million and its purpose is to eliminate the deficit in the profit and loss account of the Company as at the Accounts Date, thereby bringing forward the time when the Company may be in a position to pay dividends. The Capital Reduction will not involve any return of capital to any Shareholder and will not of itself enable a dividend to be declared. The Company will need to accumulate distributable reserves after the Capital Reduction becomes effective in order to be in a position to resume the payment of dividends in accordance with the Act; thus the ability to pay dividends to Shareholders will depend on the trading performance of the Group after the Effective Date.
Amounts credited to the Share Premium Account of the Company have arisen on the issue by the Company of Ordinary Shares at a premium to their nominal value of 10p and form a non-distributable capital reserve. The Company's ability to use any amount credited to the Share Premium Account is limited by the Act. In particular, it cannot be used for the payment of dividends.
Under the Act, a public company may reduce its capital and share premium account provided that it obtains the approval of its Shareholders by special resolution in a general meeting and that the Court confirms the reduction. The reserve arising on such a reduction in capital may be credited against the accumulated deficit on such public company's profit and loss account.
The Share Premium Account of the Company currently has a credit balance of £1,121,513,323.10. As at the Accounts Date, there is a deficit of £514,822,946.77 on the profit and loss account of the Company. Accordingly, the Company proposes, subject to approval by Shareholders, to apply to the Court to confirm the cancellation of an amount equal to £514,822,946.77 from the Share Premium Account. The reserve of £514,822,946.77 arising on the cancellation of the Share Premium Account would be credited against the deficit of the profit and loss account of the Company. The notice of General Meeting set out at the end of this document contains the Resolution to give effect to the proposed Capital Reduction of the Company.
If the Capital Reduction is approved by Shareholders, the Company intends to apply to the Court for an appropriate Court order. The Capital Reduction will only take effect if confirmed by the Court and upon the order of the Court confirming the Capital Reduction being registered with the Registrar of Companies in England and Wales. It is expected that, if confirmed by the Court, the Court order confirming the Capital Reduction will be effective in the first half of 2014.
In seeking the Court's approval, it will be necessary for the Company to satisfy the Court that the interests of the Company's creditors are not prejudiced by the Capital Reduction and accordingly the Company will give such undertakings to the Court as it is advised is appropriate.
Having obtained professional advice, your Board is confident that it should be able to secure the necessary Court confirmation, but there can be no certainty about this. If, for any reason, the Capital Reduction is not confirmed by the Court, the Capital Reduction will not proceed.
The Capital Reduction will not affect the validity or the number of the Ordinary Shares held by Shareholders and existing share certificates will remain valid.
Shareholders are permitted to appoint multiple proxies. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this document. Details of how to do this are set out in note 2 on your proxy card.
We propose to put the Resolution at the Meeting to Shareholders by way of a poll. The Board considers that a poll is more democratic since it allows the votes of all Shareholders to be counted. I will call for the poll at the start of the formal business of the Meeting.
A Form of Proxy for use at the General Meeting is enclosed with this document. Whether or not you propose to attend the Meeting in person, it is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the Registrars at Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible and in any event not less than 48 hours before the time fixed for the Meeting.
If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti on 0871 384 2235 or +44 (0) 121 415 7047 from overseas (please note calls to this number are charged at 8p per minute plus network extras). Lines are open from 8.30 am to 5.30 pm Monday to Friday (excluding bank holidays). You may prefer to submit your proxy electronically. If so, please access the website www.sharevote.co.uk which is operated by Equiniti, where full details of the procedure are given. The deadline for receipt of electronic proxies is not later than 11.30 am on 26 March 2014. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.
CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s). The completion and return of a Form of Proxy will not preclude you from attending the Meeting and voting in person if you so wish and are so entitled. Further details of submitting proxy documentation can be found in the notes on your proxy card.
The results of the General Meeting will be announced through a Regulatory Information Service and our website, www.trinitymirror.com, as soon as possible once known.
Your Directors believe that the Resolution referred to in this letter to be proposed at the Meeting will promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. Your Directors unanimously recommend Shareholders to vote in favour of the Resolution as each of your Directors intends to do in respect of his/her own beneficial holding which amount to 813,792 Ordinary Shares representing approximately 0.3158% of the existing issued ordinary share capital of the Company as at 11 March 2014, being the last practicable day prior to publication of this document.
Yours sincerely,
David Grigson Chairman
4 Trinity Mirror plc Notice of General Meeting
Notice is hereby given that a General Meeting of Trinity Mirror plc will be held at The Museum of London Docklands, No1 Warehouse, West India Quay, London, E14 4AL on Friday, 28 March 2014 at 11.30 am to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution, namely:
Subject to the confirmation of the High Court of Justice in England and Wales, THAT the share premium account of the Company be reduced by £514,822,946.77.
By Order of the Board Registered Office: P A Vickers One Canada Square Secretary Canary Wharf
London E14 5AP
12 March 2014
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com).
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 the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp applied to the message by the CREST Applications Host) from which the issuer's agent 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. CREST members and, where applicable, their CREST sponsors or voting services providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. (www.euroclear.com). The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001, (as amended).
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
The following definitions apply throughout this document unless the context otherwise requires:
| 'Accounts Date' | means 29 December 2013 |
|---|---|
| 'Act' | means the Companies Act 2006 (as amended from time to time) |
| 'Capital Reduction' | means the proposed cancellation of part of the amount standing to the credit of the Share Premium Account |
| 'Court' | means the High Court of Justice of England and Wales |
| 'Directors' or 'Board' | means the Directors of the Company |
| 'Effective Date' | means the date on which the Capital Reduction is expected to take effect by registration of the order of the Court relating to the Capital Reduction with the Registrar of Companies of England and Wales |
| 'Group' or 'Trinity Mirror Group' | means the Company and its subsidiary undertakings |
| 'Meeting' or 'General Meeting' | means the General Meeting of the Company to be held on 28 March 2014, notice of which is contained in this document, or any adjournment of that meeting |
| 'Ordinary Share' or 'Ordinary Shares' | means an ordinary share of 10p each in the capital of the Company |
| 'Resolution' | means the special resolution set out in the notice of the General Meeting contained in this document, or any adjournment of that meeting |
| 'Share Premium Account' | means the non-distributable capital reserve with that name in the balance sheet in the accounts of the Company |
| 'Shareholders' | means holders of ordinary shares |
| 'Trinity Mirror' or 'Company' | means Trinity Mirror plc |
| Latest time and date for lodging forms of proxy for use at the General Meeting | 11.30 am on 26 March 2014 |
|---|---|
| General Meeting | 11.30 am on 28 March 2014 |
| Expected date for the hearing by the Court of the petition to confirm the Capital Reduction | 30 April 2014 |
All dates except those of the General Meeting and the date for lodging forms of proxy are estimates only, being subject to agreement of hearing dates with the Court or their postponement by the Court. The date of receipt of confirmation (if confirmed) by the Court cannot be predicted with any certainty. However, if confirmed, it is expected the Capital Reduction will be effective in the first half of 2014. The timetable assumes that the General Meeting is not adjourned.
8 Trinity Mirror plc Notice of General Meeting
Registered Office: One Canada Square, Canary Wharf, London E14 5AP
T: 020 7293 3000 F: 020 7293 3405
www.trinitymirror.com
Company number: 82548
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