AGM Information • Nov 14, 2017
AGM Information
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At the Company's Annual General Meeting which was duly convened and held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ on Tuesday 14 November 2017, the following resolutions were passed.
Resolution 15 was passed as an ordinary resolution and resolutions 16 to 19 and 21 were passed as special resolutions.
Resolution 15. That the board of directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
(i) up to an aggregate nominal amount of $£49,457,989$ ; and (ii) comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £49.457.989 in connection with an offer by way of a rights issue
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Act and to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2019 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to be granted to subscribe for or convert any security into shares after the authority ends.
For the purposes of this Resolution 'rights issue' means an offer to:
(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) people who are holders of other equity securities if this is required by the rights of those securities or, if the board of directors considers it necessary, as permitted by the rights of those securities
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 to such exclusions or other arrangements as the board of 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 or any other matter.
Resolution 16. That, if Resolution 15 above is passed, the board of directors be authorised authorised to allot equity securities (as defined in the Companies Act 2006 (the 'Act')) for cash under the authority given by that resolution and/or to sell
ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
(a) to allotments for rights issues and other pre-emptive issues: and
(b) to the allotment of equity securities or sale of treasury shares (otherwise than
under paragraph (a) above) up to a nominal amount of £7,418,698. such authority to expire at the end of the next Annual General Meeting of the Company or. if earlier, the close of business on 31 January 2019 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the board of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution:
(a) 'rights issue' has the same meaning as in Resolution 15 above:
(b) 'pre-emptive issue' means an offer of equity securities open for acceptance for a period fixed by the board of directors to holders (other than the Company) on the register on a record date fixed by the board of directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the board of 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;
(c) references to an allotment of equity securities shall include a sale of treasury shares: and
(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Resolution 17. That, if Resolution 15 is passed, the board of directors be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in the Companies Act 2006 (the 'Act')) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,418,698; and
(b) 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 directors 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.
such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2019 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the board of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Resolution 18. That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (as defined in Section 693 of the Act) of ordinary shares of 37.5p each in the capital of the Company on such terms and in such manner as the board of directors may determine provided that:
(a) the maximum number of shares which may be purchased is 39,566,391;
(b) the minimum price which may be paid for each share is 37.5p;
(c) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than the higher of: (i) an amount equal to 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days prior to the day on which the ordinary share is purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System ('SETS');
(d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2019; and (e) a contract for the purchase of shares under this authority may be made before the expiry of this authority and concluded whoily or partly after the expiry of this authority.
Resolution 19. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Resolution 21. That the Articles of Association of the Company produced to the meeting, and initialled by the chairman of the meeting for the purpose of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
By Order of the Board
Matthew Whyte
Deputy Secretary 14 November 2017
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