Share Issue/Capital Change • Jan 16, 2025
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date: 2024-12-09 15:29:00+00:00
LEI: 2138004033ONVOOQXB02
At the Annual General Meeting of the Company duly convened and held at:
DoubleTree by Hilton, Lydiard Fields, Great Western Way, Swindon SN5 8U
On 16 January 2025.
The following BUSINESS was passed:
ORDINARY RESOLUTION
Resolution 14: to resolve that:
the directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:
(a) up to a maximum nominal amount of £4,127,653; and
(b) up to a further maximum nominal amount of £4,127,653 provided that (i) they are equity securities (within the meaning of Section 560 of that Act) and (ii) they are offered by way of a fully pre-emptive offer to holders of ordinary shares on the register of members on such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,
provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026, save that the Company shall be entitled to make offers and enter into agreements which would or might require shares to be allotted or such rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights under any such offer or agreement as if this authority had not expired.
Resolution 15: to resolve that, if Resolution 14 is passed, the directors be authorised in accordance with Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash pursuant to the authority conferred by Resolution 14 above and by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment, provided that this authority shall be limited to:
(a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above by way of a fully pre-emptive offer only) in favour of the holders of ordinary shares on the register of members on such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter;
(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this Resolution 15) to any person or persons up to a nominal amount not exceeding £619,148,
and shall expire upon the expiry of the general authority conferred by Resolution 14 above, save that the Company shall be entitled to make offers and enter into agreements which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the directors shall be entitled to allot equity securities and sell treasury shares under any such offer or agreement as if this authority had not expi
Resolution 16: to resolve that, pursuant to Section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of any of its own ordinary shares in such manner and on such terms as the directors may from time to time determine provided that:
(a) the maximum aggregate number of ordinary shares authorised to be purchased is 24,765,920;
(b) the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses);
(c) the maximum price which may be paid for each ordinary share is an amount (exclusive of all expenses) equal to the higher of:
an amount equal to 105% of the average of the middle market quotations for an ordinary share in the capital of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;
(d) the authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026, save that the Company shall be entitled under such authority to make at any time before such expiry any contract or contracts to purchase its own shares which will or might be executed wholly or partly after such expiry and make a purchase of shares in pursuance of any such contract or contracts; and
(e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not been executed.
Resolution 17: to resolve that a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.
Resolution 18: to resolve that, with effect from the end of the AGM, the Articles of Association produced to the meeting and initialled by the Chairman for the purpose of identification, are adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company’s existing Articles of Association.
Signed:
Stuart Marriner
Company Secretary
16 January 2025
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