AGM Information • Apr 6, 2011
AGM Information
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If you are in any doubt as to any aspects of the proposals referred to in this document or about the action you should take, you should seek your own personal financial advice from your stockbroker, bank, solicitor, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred your shares in S&U Plc, please forward this document 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 registration number 342025)
Notice convening the Annual General Meeting of S&U Plc to be held at the Nuthurst Grange, Hockley Heath, Warwickshire on Friday 13 May 2011 at 11.30 am is set out at the end of this document. Shareholders will find enclosed a form of proxy for use in connection with the Annual General Meeting. Shareholders are requested to complete the form of proxy in accordance with the instructions printed on it and return it to the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4 TU as soon as possible and, in any event, so as to arrive no later than 11.30 am on Wednesday 11 May 2011. As an alternative to completing your hardcopy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 11.30 am on Wednesday 11 May 2011. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 to 4 of this document which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.
Royal House Prince's Gate Homer Road Solihull West Midlands B91 3QQ
6 April 2011
To ordinary and preference shareholders
Dear Shareholder
The 2011 Annual General Meeting of the Company will be held at Nuthurst Grange Hotel, Hockley Heath, Warwickshire B94 5NL on Friday 13 May 2011 at 11.30 am. The formal notice of the meeting is set out at the end of this document.
I am writing to give you details of the items of business that will be put before the meeting.
This year, shareholders will be asked to approve 12 resolutions. Resolutions 1 to 10 will be proposed as ordinary resolutions. This means that more than 50 per cent of the votes cast must support these resolutions. Resolutions 11 to 12 will be proposed as special resolutions. At least 75 per cent of the votes cast must support these resolutions if they are to be passed.
Each year the directors of the Company are required to lay before the Annual General Meeting the annual accounts of the Company together with the directors' report and auditors' report on those accounts. The annual report and accounts for the year ended 31 January 2011 is available on the Company's website at www.suplc.co.uk. If you have elected to receive correspondence in hard copy, the copy of the annual report and accounts for the year ended 31 January 2011 will accompany this document.
As we are an officially listed company, it is a statutory requirement that the directors' remuneration report be subject to an advisory vote by shareholders at the Annual General Meeting.
The remuneration report is set out in full on pages 11 to 15 of this year's annual report and accounts.
The directors are recommending a final dividend of 16 pence per ordinary share to shareholders whose names appear on the register at the close of business on 20 May 2011. If approved, the final dividend will be paid on 10 June 2011.
Resolutions 4, 5 and 6 propose the election of Mr M J Thompson and the reappointment of Mr J G Thompson and Mr K R Smith as directors. This is in accordance with the Company's articles of association which require that one-third of the directors (or the number nearest to but not exceeding one-third) retire by rotation at each annual general meeting. The directors who are retiring by rotation are those who have been directors for the longest period of time since they were last appointed or reappointed by shareholders.
Biographical details of each of these directors are set out on page 10 of this year's annual report and accounts and in the case of any non-executives proposed to be reappointed further explanation is given on page 16 of this year's annual report and accounts.
The Company is required to appoint auditors at each Annual General Meeting at which its annual accounts are laid, to hold office until the next such meeting. Therefore, Resolution 7 proposes the reappointment of Deloitte LLP as auditors and, in accordance with normal practice, Resolution 8 authorises the directors to determine the auditors' remuneration.
The Company's policy is not to make donations to political parties and there is no intention to change that policy. However the Companies Act 2006 ("Act") defines political expenditure, political donations and political organisations very widely such that normal business activities which might not be thought to be political expenditure or a political donation to a political organisation in the usual sense may be included. For example, sponsorship of industry forums, funding of seminars and other functions to which politicians are invited, matching employees' donations to certain charities, expenditure on organisations concerned with matters of public policy, law reform and representation of the business community and communicating with the Government and political parties at local, national and European level may fall under the terms of the Act.
Accordingly, the Company, in common with many other companies, proposes to seek authority to incur a level of political donations and political expenditure to cover these kinds of activities on a precautionary basis, in order to avoid possible inadvertent contravention of the Act. The authority does not purport to authorise any particular donation or expenditure but is expressed in general terms, as required by the Act. Furthermore, as permitted under the Act, the authority covers any political donations made or political expenditure incurred, by any subsidiaries of the Company and covers three categories: (i) donations to political parties or independent election candidates; (ii) donations to political organisations; and (iii) political expenditure. Therefore, as a precautionary measure, you will be asked to give the Company authority to make political donations to political parties or independent election candidates not exceeding £20,000 in total, to make political donations to political organisations (other than political parties) not exceeding £20,000 in total and to incur political expenditure not exceeding £50,000 in total.
If given, this authority will expire at the conclusion of the Company's next Annual General Meeting or on 15 months from the passing of the resolution (whichever is earlier). It is the directors' intention to renew this authority each year.
Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.
Resolution 10 is in two parts.
In line with guidance issued by the Association of British Insurers ("ABI"), if passed, part (a) of resolution 10 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to an aggregate nominal amount of £146,714 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (b) of resolution 10). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 5 April 2011, being the last practicable date before the publication of this document.
If passed, part (b) of resolution 10 will authorise the directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £146,714 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (a) of resolution 10). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 5 April 2011, being the last practicable date before the publication of this document.
If given, these authorities will expire at the conclusion of the Company's next AGM or on 13 August 2012 (whichever is the earlier). It is the directors' intention to renew the allotment authority each year.
As at the date of this document, no ordinary shares are held by the Company in treasury.
The directors have no current intention to exercise either of the authorities sought under resolution 10. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.
Generally, if the directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.
Resolution 11, which will be proposed as a special resolution, if passed, will enable the directors to allot equity securities for cash up to a maximum aggregate nominal amount of £146,714 without having to comply with statutory pre-emption rights, but this power will be limited to allotments:
The directors intend to follow the provisions in the 2008 Statement of Principles issued by the Pre-Emption Group regarding cumulative usage of authorities within a rolling three-year period. The Principles provide that a company should not issue shares representing more than 7.5 per cent of its issued ordinary share capital for cash in any rolling three-year period, other than on a pre-emptive basis, without prior consultation with shareholders. In line with the Principles, the sale of treasury shares for cash does not count for the purposes of this 7.5 per cent limit.
If given, this power will expire at the conclusion of the Company's next AGM or on 13 August 2012 (whichever is the earlier). It is the directors' intention to renew this power each year.
Resolution 12 will be proposed as a special resolution to allow the Company to call general meetings (other than an annual general meeting) on 14 clear days' notice.
Changes made to the Act by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice.
Before the regulations came into force, the Company was able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining shareholder approval. Resolution 12 seeks such approval in order to preserve this flexibility. However, the shorter notice period would not be used as a matter of routine for such meetings, but only where it is merited by the business of the meeting and is considered to be in the interests of shareholders as a whole. If given, the approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Note that the changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
The directors consider that the resolutions set out in the notice of Annual General Meeting at the end of this document are in the best interests of the Company and its shareholders as a whole and, accordingly, recommend that you vote in favour of them, as the directors intend to do in respect of their own beneficial shareholdings.
You will find enclosed a proxy form for use in respect of the Annual General Meeting. As a member you are entitled to appoint one or more persons as proxies to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company. You may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by photocopying the proxy form. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. If you do not intend to attend the meeting in person, please complete and return this form indicating how you wish your votes to be cast on each of the resolutions. You will still be able to attend and vote at the meeting should you wish to do so.
To be effective, the proxy form must be completed in accordance with the instructions printed on it and returned as soon as possible but, in any event, so as to reach the Company's registrar, Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.30 am on Wednesday, 11 May 2011 (or, in the event that the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www. capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 11.30 am on Wednesday 11 May 2011 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
Yours sincerely
Anthony Coombs Chairman
Notice is hereby given that the 2011 Annual General Meeting of S&U Plc will be held at Nuthurst Grange Hotel, Hockley Heath, Warwickshire B94 5NL on Friday 13 May 2011 at 11.30 am for the following purposes:
To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 and 12 will be proposed as a special resolutions.
in each case, during the period beginning with the date of the passing of this resolution and ending on the conclusion of the next AGM of the Company after the passing of this resolution or on 13 August 2012 (whichever is the earlier). In any event: (i) the aggregate amount of Political Donations and Political Expenditure to be made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000; and (ii) each of the amounts referred to in this resolution may comprise one or more sums in different currencies which, for the purposes of calculating any such amount, shall be converted at such rate as the directors may, in their absolute discretion, determine to be appropriate.
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £146,714 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (a)),
provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 13 August 2012 (whichever is the earlier), save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.
In this resolution, "Relevant Securities" means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.
These authorities are in substitution for all existing authorities under section 551 of the 2006 Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
(b) for cash pursuant to the authority granted by paragraph (b) of resolution 11 (otherwise than pursuant to subparagraph (a) above) up to an aggregate nominal amount of £73,357,
and (unless previously revoked, varied or renewed) shall expire on the conclusion of the next AGM of the Company after the passing of this resolution or on 13 August 2012 (whichever is the earlier), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities for cash in pursuance of any such offer or agreement as if the authority had not expired.
By Order of the Board CH Redford Secretary 6 April 2011 Registered office: Royal House, Prince's Gate, Homer Road, Solihull, West Midlands, B91 3QQ.
Only shareholders whose names appear on the register of members of the Company as at 6.00 pm on 11 May 2011 (or, if the meeting is adjourned, 6.00 pm on the date which is two working days before the date of the adjourned meeting) shall be entitled to attend the AGM either in person or by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the AGM. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.
Any person to whom this Notice is sent who is a person nominated under Section 146 of the 2006 Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of rights of shareholders in relation to appointment of proxies as set out in these notes does not apply to Nominated Persons. The rights described in such notes can only be exercised by shareholders.
A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.
The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting if he or she so wishes.
Therefore, the total voting rights in the Company as at 5 April 2011 are 11,737,228.
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www. capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 11.30 am on Wednesday 11 May 2011 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
• copies of the service contracts and letters of appointment of the directors.
Except as provided above, shareholders who wish to communicate with the Company in relation to the meeting should do so using the email address [email protected],. No other methods of communication will be accepted.
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