AGM Information • Sep 25, 2017
AGM Information
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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 should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank 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 under number 2877315)
Notice of the 2017 Annual General Meeting of the Company to be held at Village Urban Resort St. David's, St. David's Park, Flintshire CH5 3YB on Thursday 9 November 2017 at 12.00 p.m. is set out in Part II of this document.
You may request a hard copy of this document and information incorporated into this document by reference to another source by contacting the Company's Registrar, Computershare, either by calling +44 (0)370 707 1257 or writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Hard copies will only be sent where valid requests are received from such persons. You may also request that all future documents, announcements and information to be sent to you in relation to the Waiver and the Waiver Resolution should be in hard copy form.
A copy of this document, together with all information incorporated into this document by reference to another source, will be made available on the Company's website at http://investors.redrowplc.co.uk from the date of this document. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this document.
A Form of Proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by Redrow's Registrars, Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 12.00 p.m. on Tuesday 7 November 2017. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
This document is published on 25 September 2017.
| Part I Letter from the Chairman | 02 |
|---|---|
| Part II Notice of Annual General Meeting | 04 |
| Part III Explanatory Notes To The Resolutions | 09 |
| Part IV Approval of Waiver of Obligations Under Rule 9 of the City Code on Takeovers and Mergers | 12 |
| Part V Additional Information | 15 |
| Part VI Information Incorporated by Reference | 23 |
| Definitions | 24 |
(Incorporated and registered in England and Wales under number 2877315)
Redrow House St. David's Park Flintshire CH5 3RX
25 September 2017 To the holders of Ordinary Shares
Passing the Waiver Resolution will give the Company the flexibility to buy back its shares without triggering an obligation for a member of the Concert Party to make a mandatory offer for the Company. Although your Board has no current intention to repurchase shares, it believes that giving the Company authority to do so is in the best interests of the Company and its Shareholders as a whole and the Independent Directors consider that the Waiver is a prudent measure to facilitate this.
An explanation of the business to be considered at this year's AGM and further information on the Waiver and the Waiver Resolution appear in Part III and Part IV, respectively, of this document.
The Independent Directors, who have been so advised by Barclays and Peel Hunt, believe that obtaining the Waiver is fair and reasonable as far as Independent Shareholders and the Company as a whole are concerned and is in the best interests of Independent Shareholders and the Company as a whole. Accordingly, the Independent Directors will be voting in favour of the Waiver Resolution and the Buy Back Resolution and unanimously recommend that you vote in favour of it. I have not taken part in any decision of the Independent Directors relating to the Waiver, the Waiver Resolution or the Buy Back Resolution and the recommendation in relation to the Waiver Resolution and the Buy Back Resolution.
In addition, the Directors consider that all other resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you vote in favour of them.
Yours sincerely,
STEVE MORGAN Chairman
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we are holding at Village Urban Resort St. David's, St. David's Park, Flintshire CH5 3YB on Thursday 9 November 2017 at 12.00 p.m. The formal notice of AGM is set out in Part II of this document.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the Form of Proxy sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 12.00 p.m. on Tuesday 7 November 2017.
Shareholders are being asked to approve a final dividend of 11p per Ordinary Share for the year ended 30 June 2017. If the recommended final dividend is approved, this will be paid on 14 November 2017 to all Shareholders who were on the register of members on 22 September 2017.
As at last year's annual general meeting, Shareholders are being asked to grant authority for the Company to buy back Ordinary Shares. If Resolution 19 (the "Buy Back Resolution") is passed, it will empower the Company to make market purchases of Ordinary Shares on the London Stock Exchange. The Board will exercise this authority only when to do so would be in the best interests of the Company and Shareholders as a whole, and could be expected to result in an increase in the earnings per share of the Company. The exercise of the authority has an additional implication for my Concert Party, due to its substantial shareholding in the Company.
Rule 9 of the City Code on Takeovers and Mergers (the "Code") requires that where any person who, together with persons acting in concert with him, is interested in shares which carry in aggregate not less than 30 per cent., but does not hold shares carrying more than 50 per cent., of the voting rights of a company and any such person, or any persons acting in concert with him, acquires an interest in any other shares in the company which increases the percentage of shares carrying voting rights in which he, together with persons acting in concert with him, is interested, such person would normally have to extend a general offer to all shareholders to acquire their shares.
Under Rule 37 of the Code, any increase in the percentage holding of a person or a group of persons acting in concert which results from a company purchasing its own shares will also be treated as an acquisition for the purposes of Rule 9 (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer). However the Panel will normally waive any resulting obligation to make a mandatory offer if there is a vote of independent shareholders approving the waiver.
As the Concert Party holds approximately 32.70 per cent. of the issued share capital of the Company, any share buy back executed by the Company subsequent to the approval of the Buy Back Resolution may result in this percentage shareholding increasing up to a maximum of approximately 36.34 per cent. through no action of the members of the Concert Party.
Therefore, in addition to the Buy Back Resolution, Independent Shareholders are being asked to vote on Resolution 16 (the "Waiver Resolution"). The Waiver Resolution is being proposed to approve a waiver by the Panel (granted subject to the passing of the Waiver Resolution) of the obligation which would otherwise arise under Rule 9 of the Code requiring a member of the Concert Party to make an offer for the issued share capital of the Company following market purchases of Ordinary Shares by the Company pursuant to the Buy Back Resolution (the "Waiver"). A similar resolution was proposed at last year's annual general meeting.
14. That pursuant to article 66.1 of the Company's articles of association, the cap on the level of the ordinary remuneration of the Directors be increased to £500,000 per annum in aggregate.
15. That the Directors, in place of any existing authority conferred upon them for the purpose of Section 551 of the Companies Act 2006, be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all powers of the Company to allot and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company:
provided that this authority shall (unless previously revoked or renewed) expire at the conclusion of the next annual general meeting of the Company or at the close of business on 31 December 2018 (whichever may be the earlier) but so that the Company may, before such expiry, make offers and enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution, "rights issue" means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
16. That the waiver granted by the Panel of any obligation which may otherwise arise for the Concert Party to make a general offer for all the issued share capital of the Company pursuant to Rule 9 of the Code, following any increase in their combined shareholding from approximately 32.70 per cent. of the issued share capital of the Company to a maximum of approximately 36.34 per cent of the issued share capital of the Company as a result of market purchases of Ordinary Shares by the Company pursuant to the authority granted under Resolution 19 below be and is hereby approved.
as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, and such authority shall (unless previously revoked or renewed) expire at the earlier of the conclusion of the next annual general meeting of the Company and the close of business on 31 December 2018 save that the said authority shall permit the Company to make offers and enter into agreements before the expiry of such authority which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or agreement as if such authority had not expired. For the purposes of this Resolution, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any security into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
| For the purposes of this Resolution: | ||
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| "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of Ordinary Shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and |
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| "rights issue" has the meaning given to such term in Resolution 15. |
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| 18. That, subject to the passing of Resolution 15 and in addition to any authority granted under Resolution 17, the Directors be authorised to make allotments of equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 15 and to sell shares which are held in |
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| treasury pursuant to Section 560(3) of the Companies Act 2006, in each case as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be: |
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| (i) | limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,848,999.60; and |
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| (ii) | 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 Board of the Company determines 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, |
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| such authority shall (unless previously revoked or renewed) expire at the earlier of the conclusion of the next annual general meeting of the Company and the close of business on 31 December 2018, save that the said authority shall permit the Company to make offers and enter into agreements before the expiry of such authority which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of any such offer or |
agreement as if such authority had not expired.
Notice is hereby given that the Annual General Meeting of Redrow plc will be held at Village Urban Resort St. David's, St. David's Park, Flintshire CH5 3YB on Thursday 9 November 2017 at 12.00 p.m. for the following purposes.
Resolutions 17 to 20 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
BY ORDER OF THE BOARD
Company Secretary
25 September 2017
Registered in England and Wales No. 2877315 Registered Office: Redrow House St. David's Park Flintshire CH5 3RX
| 8. Shareholders should note that, under Section 527 of the Companies Act 2006, Shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditors' report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which |
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| annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish |
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| on a website. 9. Shareholders may not use any electronic address provided in either |
The following pages give an explanation of the proposed resolutions.
Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution subject to the below.
Resolutions 17 to 20 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Subject to approval at the meeting, the dividend will be paid on 14 November 2017 to Shareholders on the register at the close of business on 22 September 2017.
In accordance with the provisions of the UK Corporate Governance Code, all Directors retire and offer themselves for re-election.
None of the independent Non-Executive Directors seeking either election or re-election at the meeting has any existing or previous relationship with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of LR 13.8.17 R(1).
Director, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. The Board B.1.1 of the UK Corporate Governance Code.
Under the Listing Rules, Steve Morgan is classed as a "controlling shareholder" of the Company (since he and his Concert Party exercises and controls 30 per cent. or more of the voting rights in the Company). Therefore, Resolutions 6, 7, 8 and 9 (appointment and re-appointment of the Company's Non-Executive Directors) must be approved both by a simple majority of all Shareholders, and by a simple majority of Independent Shareholders. For full biographies of all Directors and further details in relation to their re-election, please see page 62 and page 63 of the Annual Report. The Company is required to ask Shareholders to approve the Directors' remuneration report (other than the remuneration policy). This is set out on pages 76 to 97 of the Annual Report. Resolution 12 is an advisory vote. Changes to the Companies Act 2006, which took effect in October 2013, require the Company to ask Shareholders to approve the remuneration policy section of the Directors'
Directors, Debbie Hewitt, Nick Hewson and Sir Michael Lyons who stand for re-appointment as Non-Executive Directors, and Vanda Murray who stands for appointment as Non-Executive Director, continue to be effective and demonstrate the appropriate commitment to their roles.
The Company is required to appoint Auditors at every general meeting at which the accounts are presented to Shareholders. Resolution 10, which is recommended by the Audit Committee, proposes the re-appointment of PricewaterhouseCoopers LLP who are willing to seek re-appointment this year. Resolution 11 authorises the Company's Directors to determine the Auditors' fees. If this resolution is passed, the Audit Committee will approve the fees for recommendation to the Board.
The Company's Nominations Committee considers the appointment and replacement of Directors subject to the rules set out in the Company's Articles of Association and in accordance with the Nominations Committee's Terms of Reference. When an appointment is considered appropriate, the Nominations Committee will evaluate the balance of skills, knowledge and experience of the Board and, in light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In considering the independence of each Non-Executive 14 is to increase the level of this cap to £500,000 per annum in aggregate. The current cap has been in place for a number of years and could potentially restrict the Board's ability to appoint the best board members available. The proposed cap of £500,000 is in line with other FTSE 250 companies and will provide flexibility to respond to competitive and market conditions and in structuring the fees of individual Directors. The current cap may also restrict the ability to appoint additional directors and, therefore, increasing the cap should provide the Board with additional flexibility and facilitate the effective review and management of the composition of the Board.
These resolutions deal with the remuneration of the Directors and seek approval of, the remuneration paid to the Directors during the year under review, the Directors' remuneration policy, and increasing the cap on the ordinary remuneration of the Directors respectively.
considers Debbie Hewitt, Nick Hewson, Sir Michael Lyons and Vanda Murray to be independent in accordance with Provision The Board confirms that Steve Morgan, John Tutte and Barbara Richmond, who stand for re-appointment as Executive The cap does not apply to the remuneration of the Executive Directors, the Chairman (and any Deputy Chairman that may be appointed from time to time), or to any additional fees paid to any other Directors in respect of services that are outside the scope of the ordinary duties of a Director. The fees of the Non-Executive Directors from 1 July 2017 will be as set out in the remuneration report.
remuneration report. This is set out on pages 79 to 86 of the Annual Report. Resolution 13 is a binding vote. If approved by Shareholders, the Directors' remuneration policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.
Article 66.1 of the Company's Articles of Association currently specifies a cap on the ordinary remuneration of the Directors at £250,000 per annum in aggregate. The purpose of Resolution
Shareholders are being invited to renew the authority given to Directors in previous years to allot new shares.
If passed, the authority in paragraph (i) of Resolution 15 would renew this authority by authorising the Directors to allot shares and grant rights to subscribe for or convert other securities into shares up to an aggregate nominal amount of £12,326,664.60 (which is equivalent to approximately 33 per cent. of the issued share capital of the Company as at the Latest Practicable Date).
The authority in paragraph (ii) of Resolution 15 will allow the Directors to allot shares and grant rights to subscribe for or convert other securities into shares up to a further nominal amount of £12,326,664.60 only in connection with a rights issue (which is equivalent to approximately 33 per cent. of the issued share capital of the Company as at the Latest Practicable Date). This is in line with corporate governance guidelines.
The Company does not, as of the Latest Practicable Date, hold any shares in treasury.
The authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2018.
The Directors will exercise the authority to allot new shares or undertake a rights issue only when satisfied that it is in the best interests of the Company to do so. There are no present plans to undertake a rights issue or to allot new shares. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
Pursuant to Rule 9 of the Code and the Waiver granted by the Panel, which is conditional upon Independent Shareholder approval, Independent Shareholders are being asked to approve the terms of the Waiver by way of a poll for the reasons set out on Part IV of this document.
The Directors may only allot shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme) to persons who are not already Shareholders in the Company if authorised to do so by the Shareholders in a general meeting.
The purpose of paragraphs (i)(a) and (ii) of Resolution 17 is to authorise the Directors to allot new shares and other equity securities, or sell treasury shares, for cash on a pre-emptive basis. The resolution also enables the Directors to modify the strict requirements for a pre-emptive offer or pre-emptive rights issue in circumstances where they consider it necessary or expedient.
In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of Ordinary Shares or other equity securities, or sell treasury shares, for cash on a non-pre-emptive basis. The Pre-Emption Group's Statement of Principles, as updated in March 2015, supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than 5 per cent. of the issued share capital of the Company (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.
Accordingly, the purpose of paragraph (i)(b) of Resolution 17 is to authorise the Directors to allot new shares and other equity securities pursuant to the authority given in Resolution 15, or sell treasury shares, for cash up to an aggregate nominal amount of £1,848,999.60, equivalent to approximately 5 per cent. of the issued share capital of the Company as at the Latest Practicable Date, without the shares first being offered to existing Shareholders in proportion to their existing holdings. The Company does not, as of the Latest Practicable Date, hold any shares in treasury.
The Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash representing no more than an additional 5 per cent. of the issued share capital of the Company (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to Shareholders to enable them to reach an assessment of the potential return.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group in May 2016, the purpose of Resolution 18 is to authorise the Directors to allot new shares and other equity securities pursuant to the authority given in Resolution 15, or sell treasury shares, for cash up to a further aggregate nominal amount of £1,848,999.60, equivalent to approximately 5 per cent. of the issued share capital of the Company as at the Latest Practicable Date, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in Resolution 18 is used, the Company will publish details of the placing in its next annual report.
The Board intends to adhere to the provisions in the Preemption Group's Statement of Principles and not to allot shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 17 in excess of an amount equal to 7.5 per cent. of the issued share capital of the Company, excluding treasury shares, within a rolling three-year period, other than:
The Board has no current intention of exercising the authorities in Resolutions 17 and 18 but considers such authorities to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
The authority will expire on whichever is the earlier of the conclusion of the next annual general meeting or at the close of business on 31 December 2018.
The Directors are seeking authority to make market purchases of Ordinary Shares. The proposed authority would be limited by the terms of Resolution 19 to the purchases of 36,979,993 Ordinary Shares with an aggregate nominal value of £3,697,999.30, which is equivalent to approximately 10 per cent. of the issued share capital of the Company at the Latest Practicable Date.
The Directors would exercise this authority only if they felt it would be in the best economic interests of the Company to do so. Other investment opportunities, appropriate gearing levels and the overall financial position of the Company will be taken into account before deciding upon the course of action.
Details of any Ordinary Shares purchased pursuant to the proposed authority set out in Resolution 19 would be notified to the London Stock Exchange by 7.30 a.m. on the business day following the purchase and to the Registrar of Companies within 28 days. Details would also be included in the Company's Annual Report and Accounts in respect of the financial period in which any such purchases take place. The authority set out in Resolution 19 will expire on the earlier of the end of the next annual general meeting or 31 December 2018, and Resolution 19 specifies the maximum and minimum prices at which the Ordinary Shares may be bought.
| The Company's current intention is to cancel any repurchased shares but retains the flexibility to hold any repurchased shares as treasury shares if it considers this to be in the best interests of the Company. |
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| At the Latest Practicable Date, there were options outstanding over 5,744,696 Ordinary Shares, representing 1.55 per cent of the issued share capital of the Company (excluding shares held in treasury). If the authority given by Resolution 19 were to be fully used, these options would represent 1.73 per cent of the issued share capital of the Company (excluding shares held in treasury). There are no warrants outstanding. |
| In addition, if Resolution 16 is approved and the authority granted by Resolution 19 were to be fully used, the Concert Party's maximum potential shareholding would increase from approximately 32.70 per cent. to approximately 36.34 per cent of the issued share capital of the Company (assuming no participation or other sales of interests in Ordinary Shares by the Concert Party in connection with any share repurchases or otherwise and no other person exercising any options or any other rights to subscribe for Ordinary Shares). |
| RESOLUTION 20 – CALLING OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING |
| Under the Companies Act 2006 the notice period required for general meetings of the Company is 21 days unless Shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Annual general meetings of the Company will continue to be held on at least 21 clear days' notice. |
| Resolution 20 seeks such approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. |
2.2 Independent Shareholders are therefore being asked to approve the terms of a waiver of this requirement granted by the Panel to the Concert Party (subject to such approval), by means of the Waiver Resolution. An explanation of the reasons for this request, and the background to the obligation arising from Rule 9 of the Code, are in section 3 below.
2.3 In any event, and as stated in Part III of this document, the Directors would exercise the authority to buy back Ordinary Shares under the Buy Back Resolution only if it would be in the best economic interests of the Company to do so. The final decision relating to any repurchase of Ordinary Shares would be taken by the Independent Directors and would be conducted within the pricing and size parameters agreed by the Independent Directors but in compliance with the limits set out in the Buy Back Resolution.
3.3 As noted above, the Concert Party currently holds approximately 32.70 per cent. of the issued share capital of the Company. If the authority to purchase own shares granted by the Buy Back Resolution were approved and to be fully used and if the Concert Party does not participate in future repurchases by the Company of its own shares, the Concert Party's shareholding would increase to approximately 36.34 per cent. of the issued share capital of the Company.
3.4 The Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a result of increases in the shareholding of the Concert Party following the market purchases of Ordinary Shares by the Company, pursuant to the authority to be granted under the Buy Back Resolution, subject to the approval of the Independent Shareholders. Accordingly, the Waiver Resolution is being proposed at the AGM and the vote in respect of the Waiver Resolution will be held by means of a poll vote. Representatives of Concert Party members may attend the AGM but no member of the Concert Party (and no nominee or representatives of them) shall be entitled to vote on the Waiver Resolution at the AGM.
| such advice Barclays and Peel Hunt have taken into account the Independent Directors' commercial assessments. |
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| 5 | RECOMMENDATION |
| 5.1 The Independent Directors, who have been so advised by Barclays and Peel Hunt, believe that obtaining the Waiver is fair and reasonable as far as Independent Shareholders and the Company as a whole are concerned and is in the best interests of Independent Shareholders and the Company as a whole. |
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| 5.2 Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution and the Buy Back Resolution, as the Independent Directors intend to do in respect of their own shareholdings of 1,256,587 Ordinary Shares, representing approximately 0.34 per cent. of the issued share capital of the Company. |
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| 5.3 Mr Morgan has not taken part in any decision of the Independent Directors relating to the Waiver, the Waiver Resolution or the Buy Back Resolution, since his interest in Ordinary Shares are the subject of the Waiver. These matters have been dealt with by the Independent Directors. Furthermore, Mr Morgan will not be entitled to vote on the Waiver Resolution at the AGM. |
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6.1 Pursuant to the Code, it is necessary to provide an illustration of the Concert Party's maximum potential interest in Ordinary
6.2 Assuming: (i) full exercise by the Company of the authority granted under the Buy Back Resolution; (ii) no participation or other sales of interests in Ordinary Shares by the Concert Party in connection with any share repurchases or otherwise; and (iii) no further shares are issued by the Company in respect of the exercise of subscription rights or otherwise, the Concert Party's maximum potential interest in the Ordinary Shares if the Waiver is approved would be as set out in the
| Name | Number of Ordinary Shares held |
Percentage of Ordinary Shares at the Latest Practicable Date |
Maximum potential interest in Ordinary Shares |
|---|---|---|---|
| Steve Morgan | 120,386,045 | 32.5544 | 36.1715 |
| Bryan Dix | 230,000 | 0.0622 | 0.0691 |
| Ashley Lewis | 12,420 | 0.0034 | 0.0037 |
| Vincent Fairclough | 55,611 | 0.0150 | 0.0167 |
| Victoria Fairclough | 802 | 0.0002 | 0.0002 |
| The Housing Deposit Trust | 257,500 | 0.0696 | 0.0774 |
| Total Concert Party | 120,942,378 | 32.70 | 36.34 |
(1) Steve Morgan's interest includes 94,436,045 Ordinary Shares held by Steve Morgan indirectly through Bridgemere Securities Limited. In addition, this figure includes 25,950,000 Ordinary Shares held by the Steve Morgan Foundation, of which Steve Morgan is a trustee, for the
(2) Figures for individual Concert Party members' interests are given to four decimal places. Figures for the Concert Party's aggregate interests are
To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
To the best knowledge and belief of Steve Morgan (who has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.3 The Independent Directors accept responsibility for the recommendation and associated opinion attributed to them in Part 1 section 5 of Part IV of this document. To the best knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
3.1 The Directors of the Company and their respective functions at the date of this document are as follows:
| Name | Function |
|---|---|
| Steve Morgan | Chairman |
| John Tutte | Group Chief Executive |
| Barbara Richmond | Group Finance Director |
| Debbie Hewitt | Senior Independent Director |
| Nick Hewson | Non-Executive Director |
| Sir Michael Lyons | Non-Executive Director |
| Vanda Murray | Non-Executive Director |
3.2 Steve Morgan is not considered to be independent in relation to the Waiver since his interest in Ordinary Shares are the subject of the Waiver.
4.1 As at the close of business on the Latest Practicable Date, the interests, rights to subscribe and short positions of the Directors, their immediate families and persons connected with them (within the meaning of Part 22 of the Companies Act 2006) in Ordinary Shares (all of which are beneficial unless stated) were as set out below:
| Director | Number of Ordinary Shares |
|---|---|
| Steve Morgan | 120,386,045 |
| John Tutte | 696,050 |
| Barbara Richmond | 506,350 |
| Debbie Hewitt | 30,687 |
| Nick Hewson | 20,500 |
| Sir Michael Lyons | 3,000 |
| Vanda Murray | 0 |
Note:
(1) Steve Morgan's interest includes 94,436,045 Ordinary Shares held by Steve Morgan indirectly through Bridgemere Securities Limited. In addition, this figure includes 25,950,000 Ordinary Shares held by the Steve Morgan Foundation, of which Steve Morgan is a trustee, for the beneficiaries of the foundation. Steve Morgan has no direct holding in the Company.
4.2 As at the close of business on the Latest Practicable Date, details of options over Ordinary Shares granted to the Directors and their respective related parties under the SAYE were as set out below:
| Director | Options held at 1 July 2016 |
Options granted in year |
Options exercised in year |
Options lapsed |
Options held at 30 June 2017 |
Exercise price £ |
From | To |
|---|---|---|---|---|---|---|---|---|
| John Tutte | ||||||||
| SAYE 2015 | 8,163 | – | – | – | 8,163 | 2.21 | 01/01/18 | 01/07/18 |
| Barbara Richmond | ||||||||
| SAYE 2014 | 4,545 | – | (4,545) | – | – | 1.98 | 01/01/17 | 01/07/17 |
| SAYE 2015 | 4,081 | – | – | – | 4,081 | 2.21 | 01/01/18 | 01/07/18 |
4.3 As at the close of business on the Latest Practicable Date, the beneficial interests of the Directors and their respective related parties in options over Ordinary Shares granted under the LTSIP, were as set out below:
| Director | Options held at 1 July 2016 |
Options granted in year |
Options exercised in year |
Options lapsed |
Options held at 30 June 2017 |
Exercise price £ |
From | To |
|---|---|---|---|---|---|---|---|---|
| Steve Morgan(1) | ||||||||
| LTSIP 2010 | 78,625 | – | – | – | 78,625 | – | 18/02/14 | 19/04/21 |
| LTSIP 2011 | 367,012 | – | – | – | 367,012 | – | 21/09/14 20/09/21 | |
| LTSIP 2012 | 271,739 | – | – | – | 271,739 | – | 23/10/15 22/10/22 | |
| LTSIP 2013 | 183,158 | – | – | – | 183,158 | – | 24/09/16 24/09/23 | |
| LTSIP 2014 | 162,105 | – | – | – | 162,105 | – | 08/09/17 08/09/24 | |
| LTSIP 2015 | 96,154 | – | – | – | 96,154 | – | 14/09/18 | 14/09/25 |
| LTSIP 2016 | – | 118,867 | – | – | 118,867 | – | 12/09/19 12/09/25 | |
| John Tutte | ||||||||
| LTSIP 2012 | 246,164 | – | (246,164) | – | – | – | 23/10/15 22/10/22 | |
| LTSIP 2013 | 166,316 | – | (166,316) | – | – | – | 24/09/16 24/09/23 | |
| LTSIP 2014(2) | 189,474 | – | – | – | 189,474 | – | 08/09/17 08/09/24 | |
| LTSIP 2015 | 112,348 | – | – | – | 112,348 | – | 14/09/18 14/09/25 | |
| LTSIP 2016 | – | 138,882 | – | – | 138,882 | – | 12/09/19 12/09/26 | |
| Barbara Richmond | ||||||||
| LTSIP 2011 | 159,889 | – | (159,889) | – | – | – | 21/09/14 20/09/21 | |
| LTSIP 2012 | 164,322 | – | (164,322) | – | – | – | 23/10/15 22/10/22 | |
| LTSIP 2013 | 111,579 | – | (111,579) | – | – | – | 24/09/16 24/09/23 | |
| LTSIP 2014(3) | 107,018 | – | – | – | 107,108 | – | 08/09/17 08/09/24 | |
| LTSIP 2015 | 63,462 | – | – | – | 63,462 | – | 14/09/18 14/09/25 | |
| LTSIP 2016 | – | 78,472 | – | – | 78,472 | – | 12/09/19 12/09/26 |
Note:
(1) All scheme interests held by Steve Morgan are receivable in cash on terms which in all other respects mirror those for other Executive Directors
(2) On 8 September John Tutte exercised 189,474 share options at a price of 628.5p.
(3) On 8 September Barbara Richmond exercised 107,108 share options at a price of 628.5p.
4.4 As at the close of business on the Latest Practicable Date, details of options over Ordinary Shares granted to the Directors
and their respective related parties under the DBIS were as set out below:
| Director | Options held at 1 July 2016 |
Options granted in year |
Options exercised in year |
Options lapsed |
Options held at 30 June 2017 |
Exercise price £ |
From | |
|---|---|---|---|---|---|---|---|---|
| Steve Morgan(1) | ||||||||
| DBIS 2012 | 137,897 | – | – | – | 137,897 | – | 23/10/13 22/10/22 | |
| DBIS 2013 | 73,263 | – | – | – | 73,263 | – | 24/09/14 24/09/23 | |
| DBIS 2014 | 78,246 | – | – | – | 78,246 | – 08/09/15 08/09/24 | ||
| DBIS 2015 | 46,761 | – | – | – | 46,761 | – | 14/09/18 | 14/09/25 |
| DBIS 2016 | – | 57,969 | 57,969 | – | 12/09/17 12/09/26 | |||
| John Tutte | ||||||||
| DBIS 2012 | 62,459 | – | (62,459) | – | – | – | 23/10/13 22/10/22 | |
| DBIS 2013 | 66,526 | – | (66,526) | – | – | – | 24/09/14 24/09/23 | |
| DBIS 2014 | 71,053 | – | (71,053) | – | – | – 08/09/15 08/09/24 | ||
| DBIS 2015(2) | 54,656 | – | (27,328) | – | 27,328 | – | 14/09/15 | 14/09/25 |
| DBIS 2016(3) | – | 67,732 | – | – | 67,732 | – | 12/09/17 12/09/26 | |
| Barbara Richmond | ||||||||
| DBIS 2012 | 41,693 | – | (41,693) | – | – | – | 23/10/13 22/10/22 | |
| DBIS 2013 | 44,632 | – | (44,632) | – | – | – | 24/09/14 24/09/23 | |
| DBIS 2014 | 47,719 | – | (47,719) | – | – | – 08/09/15 08/09/24 | ||
| DBIS 2015(4) | 30,870 | – | (15,435) | – | 15,435 | – | 14/09/18 | 14/09/25 |
| DBIS 2016(5) | – | 38,260 | – | – | 38,260 | – | 12/09/17 12/09/26 |
| Name | Number of Ordinary Shares |
Percentage of issued Ordinary Shares |
|---|---|---|
| Steve Morgan | 120,386,045 | 32.5544 |
| Bryan Dix | 230,000 | 0.0622 |
| Ashley Lewis | 12,420 | 0.0034 |
| Vincent Fairclough | 55,611 | 0.0150 |
| Victoria Fairclough | 802 | 0.0002 |
| The Housing Deposit Trust | 257,500 | 0.0696 |
| Total Concert Party | 120,942,378 | 32.70 |
(1) Steve Morgan's interest includes 94,436,045 Ordinary Shares held by Steve Morgan indirectly through Bridgemere Securities Limited. In addition, this figure includes 25,950,000 Ordinary Shares held by the Steve Morgan Foundation, of which Steve Morgan is a trustee, for the beneficiaries of the foundation. Steve Morgan has no direct holding in the Company. Both Bridgemere Securities Limited and the trustees of the
Steve Morgan Foundation form part of Mr Morgan's concert party for the purposes of the Code.
(2) Figures for individual Concert Party members' interests are given to four decimal places. Figures for the Concert Party's aggregate interest is given to two decimal places.
4.6 Bridgemere Securities Limited is a company incorporated in Guernsey (registered number 39852), with its registered office at Floor 2, Le Marchant House, Le Truchot, St. Peter Port, Guernsey, GY1 1GR. The Directors of Bridgemere Securities Limited and their respective functions at the date of this document are as follows:
| Steve Morgan | Director |
|---|---|
| Bryan Dix | Director |
| Sharon Parr | Director |
| Colin Bowman | Director |
| Julien Sharpe | Director |
4.9 On 16 November 2016 Vincent Fairclough received 717 Ordinary Shares under the Company's dividend reinvestment plan. On 27 February 2017 he sold 4,081 shares at a price of 490.0695 pence per Ordinary Share, and on 28 April 2017 he sold 4,849 Ordinary Shares at a price of 556.56 pence per Ordinary Share. On 10 May 2017 he received 519 Ordinary Shares under the Company's dividend reinvestment plan. On 14 February 2017 Bridgemere Securities Limited gifted 42,000,000 Ordinary Shares to the trustees of the Steve Morgan Foundation. On 28 March 2017 Victoria Fairclough sold 1,928 Ordinary Shares at a price of 511 pence per Ordinary Share. On 3 April 2017, the trustees of the Steve Morgan Foundation sold 3,100,000 Ordinary Shares at a price of 508.75 pence per Ordinary Share. On 5 April 2017 the Housing Deposit Trust sold 12,500 Ordinary Shares at a price of 513.1222 pence per Ordinary Share. On 14 September 2017, Bridgemere Securities Limited and the trustees of the Steve Morgan Foundation sold 12,950,000 Ordinary Shares each at a price of 590 pence per Ordinary Share.
4.10 Except as described in paragraph 4.9 above, as at the close of business on the Latest Practicable Date, no member of the Concert Party nor any person acting in concert with them had any dealings (including borrowing or lending) in relevant securities which took place during the period beginning 12 months preceding the date of this document and ending on the Latest Practicable Date.
| Executive Director | Effective date of contract | Notice period from the Company |
|---|---|---|
| Steve Morgan | 1 January 2011 | 6 months |
| John Tutte | 1 July 2014 | 12 months |
| Barbara Richmond | 18 January 2010 | 12 months |
5.2 Details of the appointment agreements currently in place between the Company and the Non-Executive Directors are set
out below:
| Non-Executive Director | Effective date of contract | Notice period from either party |
|---|---|---|
| Debbie Hewitt | 19 August 2015 | 3 months |
| Nick Hewson | 1 December 2015 | 3 months |
| Sir Michael Lyons | 6 January 2015 | 3 months |
| Vanda Murray | 1 August 2017 | 3 months |
5.3 Save as disclosed in paragraph 5.2 above, none of the Directors' service agreements or appointment agreements have
5.4 The remuneration of the Executive Directors was increased with effect from 1 July 2017. The current and previous levels of
| Base salary for the year ended 30 June 2017 £'000 |
Base salary for the year ended 30 June 2018 £'000 |
|
|---|---|---|
| Executive | ||
| Steven Morgan | 487 | 499 |
| John Tutte | 569 | 583 |
| Barbara Richmond | 322 | 322 |
5.5 The aggregate emoluments, excluding pensions of the Directors for the year ended 30 June 2017 are set out below:
| Base salary and Non Executive Directors' fees £'000 |
Benefits in kind(2) £'000 |
Bonus(3) £'000 |
LTIP(4) £'000 |
Pensions(5) £'000 |
2016 Total remuneration £'000 |
|
|---|---|---|---|---|---|---|
| Executive | ||||||
| Steven Morgan(1) | 15 | 31 | – | – | – | 46 |
| John Tutte | 569 | 16 | 569 | 1,057 | 114 | 2,325 |
| Barbara Richmond | 322 | 16 | 322 | 597 | 64 | 1,321 |
| Non-Executive | ||||||
| Debbie Hewitt | 70 | – | – | – | – | 70 |
| Nick Hewson | 45 | – | – | – | – | 45 |
| Sir Michael Lyons | 45 | – | – | – | – | 45 |
| Liz Peace | 45 | – | – | – | – | 45 |
Note:
(1) Steve Morgan draws a nominal salary of £15k per annum which he donates via Payroll Giving to the Steve Morgan Foundation, a UK registered charity of which Steve Morgan is a trustee.
The Company also made a donation to The Steve Morgan Foundation of £716k in respect of 2017 (2016: £698k). This donation amount is made up of a notional salary of £472k (being the balance of Steve Morgan's notional salary of £487k less the £15k nominal salary) and £244k (being an amount in respect of the cash annual bonus which Steve Morgan waived his entitlement to). The notional cash bonus represents half of the total bonus for 2017, calculated using the notional salary of £487k and a bonus percentage of 100% of maximum, equivalent to that earned by John Tutte and Barbara Richmond.
The remaining half of Steve Morgan's 2017 bonus amount (£244k) is deferred into cash awards over notional Redrow shares and will become exercisable as described in footnote (iv) below. Steve Morgan's 2014 LTIP award, also structured as a cash award over notional Redrow shares, will vest in full on 8 September 2017 based on performance to the 2017 financial year (as described in the section below). The value of this award (calculated using the average share price over the last three months of 2017 in accordance with the footnote (v) below) is £904k (2016: £748k). Steve Morgan currently intends to waive his entitlement to these awards at a future point (at any time during the relevant exercise period). A donation to The Steve Morgan Foundation may be made by the Company of an amount equivalent to the cash value of the awards over notional Redrow shares at that time. Any such donation will be disclosed in the relevant remuneration report.
Further details on the donation to The Steve Morgan Foundation are given in the Directors' Report on page 101 and in note 22 to the financial statements.
Further details of the donation to The Steve Morgan Foundation are given in the Directors' Report on page 101 and in note 22 to the financial statements.
6.1 The Concert Party has not entered into any relationships (whether personal, financial or commercial), arrangement or understanding with: (i) any of the Independent Directors (or their close relatives and related trusts); (ii) any of the Independent Shareholders (or any person who is, or is presumed to be, acting in concert with any such Shareholder); or (iii) Barclays or Peel Hunt (or any person who is, or is presumed to be, acting in concert with Barclays or Peel Hunt) which has any connection with or dependence upon the proposals set out in this document or for the transfer of any Ordinary Shares acquired by the Company pursuant to the buyback authority granted under the Buy Back Resolution to any other person.
6.2 In addition, the Independent Directors are not aware of any agreement, arrangement or understanding having any connection with or dependence upon the proposals set out in this document or for the transfer of any Ordinary Shares acquired by the Company pursuant to the buy back authority granted under the Buy Back Resolution to any other person between the Concert Party and: (i) any of the Independent Directors (or their close relatives and related trusts); (ii) any of the Independent Shareholders (or any person who is, or is presumed to be, acting in concert with any such Shareholder); or (iii) Barclays or Peel Hunt (or any person who is, or is presumed to be, acting in concert with Barclays or Peel Hunt).
6.3 The Concert Party has not entered into or proposed to enter into any form of incentivisation arrangements with members
7.1 The Group is one of the UK's leading residential and mixed use property developers. For the year to 30 June 2017, the Group delivered revenues of £1,660m, operating profit of £322m, basic earnings per share of 70.2 pence and ended the
7.2 As set out in Part VI of this document, this document incorporates by reference the audited consolidated financial statements of the Group, and the related auditor's report of PricewaterhouseCoopers LLP thereon, for the years ended 30 June 2016 and 30 June 2017. Please refer to Part VI of this document for a list of cross references to the relevant
7.3 For the two years ended 30 June 2016 and 30 June 2017, the Company reported the following dividend per share information:
| Dividend (£m) | Dividend per share (pence) |
Basic earnings per share (pence) |
|
|---|---|---|---|
| 2016 | 30 | 6.0 | 55.4 |
| 2017 | 44 | 4.0 | 70.2 |
7.4 Save as described in the Annual Report and Accounts for the year ended 30 June 2017, there have been no material changes in the financial or trading position of the Company since 30 June 2017 (the date of its latest published audited accounts).
Set out below are the middle market quotations for an Ordinary Share, as derived from the Daily Official List of the London Stock Exchange, for the first dealing day of each of the six months preceding the date of this document and for the Latest Practicable Date.
| Date | Price per Ordinary Share (pence) |
|---|---|
| 1 April 2017 | 510.00p |
| 2 May 2017 | 591.50p |
| 1 June 2017 | 556.50p |
| 1 July 2017 | 547.00p |
| 1 August 2017 | 590.00p |
| 1 September 2017 | 616.50p |
| 22 September 2017 | 556.84p |
10.1.5 this document.
The table below sets out the various sections of those documents which are incorporated by reference into this document, so as to provide the information required pursuant to the Code. These documents will also be available at the investor's section of the Company's website, http://investors.redrowplc.co.uk, from the date of this document and available for inspection as set out on page 22 of this document. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this document.
| Document | Section | Page number(s) in such document |
|---|---|---|
| 2017 Group Financial Statements | Independent auditor's report | 108–113 |
| Consolidated income statement | 114 | |
| Consolidated balance sheet | 115 | |
| Consolidated statement of changes in equity | 116 | |
| Consolidated cash flow statement | 117 | |
| Accounting policies | 118–122 | |
| Notes to the consolidated financial statements | 123–146 | |
| 2016 Group Financial Statements | Independent auditor's report | 97–101 |
| Consolidated income statement | 102 | |
| Consolidated balance sheet | 103 | |
| Consolidated statement of changes in equity | 104 | |
| Consolidated cash flow statement | 105 | |
| Accounting policies | 106–110 | |
| Notes to the consolidated financial statements | 111–133 |
Any Shareholder, person with information rights or other person to whom this document is sent may request a copy of each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Requests for hard copies are to be submitted to our Registrar, Computershare, either by calling +44 (0)370 707 1257 or writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. All valid requests will be dealt with as soon as possible and hard copies mailed by no later than two business days following such request.
The documents incorporated by reference into this document have been incorporated in compliance with Rule 24.15 of the Code. Except as set forth above, no other portion of these documents is incorporated by reference into this document.
In this document:
"acting in concert" has the meaning given to it in the Code;
"Annual General Meeting" or "AGM" means the annual general meeting of the Company to be held on Thursday 9 November 2017 at Village Urban Resort St. David's, St. David's Park, Flintshire CH5 3YB at 12.00 p.m.;
"Annual Report" has the meaning given to it in Part II of this document;
"Auditors" means the external auditors of the Company;
"Barclays" means Barclays Bank PLC, acting through its Investment Bank, a company registered in England, with its registered address at 1 Churchill Place, London E14 5HP;
"Bridgemere Securities Limited" means Bridgemere Securities Limited, a company incorporated in Guernsey (registered number 39852), with its registered office at PO Box 671, Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 3ST;
"Buy Back Resolution" means the special resolution of Shareholders authorising market purchases of Ordinary Shares to be proposed at the Annual General Meeting and set out in Resolution 19;
"Code" means the UK City Code on Takeovers and Mergers;
"Company" means Redrow plc, a company incorporated under the laws of England and Wales (registered number 2877315), with its registered office at Redrow House, St. David's Park, Flintshire CH5 3RX;
"Computershare" means Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY;
"Concert Party" means that group of Shareholders which the Panel has confirmed is deemed to be acting in concert as set out in paragraphs 4.5 and 4.6 of Part V of this document;
"control" means an interest or interests, in shares carrying an aggregate 30 per cent., or more of the voting rights (as defined in the Code) irrespective of whether the holding or aggregate holding gives de facto control;
"dealing" or "dealt" includes the following:
"Directors" or "Board" means the Executive Directors and the Non-Executive Directors;
"dealings" in relation to securities has the meaning given to it in the Code;
"derivative" includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security;
"DBIS" means the Company's deferred bonus incentive scheme;
"Executive Directors" means Steve Morgan, John Tutte and Barbara Richmond;
"Form of Proxy" means the enclosed proxy form for completion by those Shareholders who wish to vote on the resolutions set out in this document but are unable to attend the AGM;
"Group" means the Company together with its subsidiaries and subsidiary undertakings from time to time;
"Independent Directors" means the Directors other than Steve Morgan;
"Independent Shareholders" means those Shareholders who are not members of the Concert Party;
"interests in securities" has the meaning given to it in the Code;
"issued share capital" means, except where stated to the contrary, the issued share capital of the Company excluding treasury shares;
"Latest Practicable Date" means 22 September 2017 being the latest practicable date prior to the publication of this document;
"London Stock Exchange" means London Stock Exchange plc, together with any successors thereto;
"LTSIP" means the Company's long term share incentive scheme;
"Non-Executive Directors" means Debbie Hewitt, Nick Hewson, Sir Michael Lyons and Vanda Murray;
"Ordinary Shares" means the ordinary shares of 10 pence each in the capital of the Company;
"Panel" means the Panel on Takeovers and Mergers;
"Peel Hunt" means Peel Hunt LLP, a limited liability partnership registered in England with its registered address at 125 London Wall, London EC2Y 5AJ;
"relevant securities" means Ordinary Shares (or derivatives referenced thereto) and securities convertible into, rights to subscribe for and options (including traded options) in respect thereof;
"SAYE" means the Company's save as you earn share scheme;
"Shareholders" means the holders of Ordinary Shares from time to time;
"short position" means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;
"Waiver" has the meaning given to it in Part 1 of this document; and
"Waiver Resolution" means the ordinary resolution of Independent Shareholders to be taken on a poll concerning the Waiver to be proposed at the AGM and set out in the notice of AGM as Resolution 16.
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