AGM Information • Jun 18, 2012
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor or accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Speedy Hire Plc, please hand this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Notice of Annual General Meeting 2012
Speedy Hire Plc (Registered in England and Wales No. 927680)
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
Directors: Ishbel Macpherson (Chairman) Steve Corcoran Lynn Krige Mike McGrath Michael Averill Chris Masters James Morley
18 June 2012
To the holders of ordinary shares in Speedy Hire Plc ('Company')
I am pleased to be writing to you with details of the 2012 Annual General Meeting ('AGM') of the Company which is to be held at Etrop Grange Hotel, Thorley Lane, Manchester Airport, M90 4EG on Wednesday 18 July 2012 at 11.00am. The formal notice convening the meeting is set out at pages 4 to 7 of this document. In this letter, I will provide you with a detailed explanation of the resolutions to be proposed at the meeting.
At this year's AGM, we will be proposing a number of resolutions, as set out below. Resolutions 1 to 11 and resolution 15 will be proposed as ordinary resolutions. Resolutions 12 to 14 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.
This resolution deals with the delivery by the Directors of the Company ('Directors') to the shareholders of the Company ('Shareholders') the accounts for its financial year ended 31 March 2012 (including the Directors' and Auditors' report on those accounts) and the adoption thereof by the Company.
In accordance with the Directors' Remuneration Report Regulations 2002, the Shareholders are asked to consider and, if thought fit, to approve the Directors' remuneration report for the year ended 31 March 2012.
Final dividends are approved by the Shareholders but cannot be more than the amount recommended by the Directors. The Directors are recommending a final dividend for the year ended 31 March 2012 of 0.26 pence per ordinary share due and payable on 15 August 2012 to the Shareholders on the register at close of business on 15 June 2012. This resolution seeks Shareholders' approval of the proposed dividend.
The Company's articles of association ('Articles') require that a Director retires from office at the third annual general meeting following his previous appointment or re-appointment at an annual general meeting. If the number of directors retiring under that provision of the Articles is less than one-third then additional Directors are required to retire by rotation so that one-third of the Directors who are subject to retirement by rotation retire at every AGM of the Company.
Steve Corcoran, Mike McGrath and James Morley are retiring by rotation and are offering themselves for re-election. Their re-election is recommended by the Board of Directors ('Board').
In addition to those Directors retiring by rotation the Articles require any new Director appointed to the Board since the last AGM to retire and seek reappointment. During the year Lynn Krige joined the Board as Group Finance Director and Chris Masters was welcomed as a new Non-Executive Director. They are both retiring and offering themselves for reappointment and are recommended by the Board. Biographical details of the existing Directors who are seeking re-election, as well as Lynn Krige and Chris Masters, are included on page 31 of the Company's Annual Report and Accounts for the year ended 31 March 2012. In addition, in my discussion on the Board on page 19 of the Annual Report, I explain the skills and experience which I think Lynn and Chris will bring to the Group and why their appointments are recommended by the Board.
The Company's auditors ('Auditors'), KPMG Audit Plc, were reappointed at the AGM of the Company held on 13 July 2011. Their period of office expires at the conclusion of the 2012 AGM. Resolution 9 proposes their reappointment as the Auditors. It is normal practice for the Directors to be authorised to fix the Auditors' remuneration and this is dealt with in resolution 10.
The Companies Act 2006 ('Act') provides that the Directors may not allot ordinary shares unless authorised to do so by the Company in general meeting or by its articles. This resolution seeks renewal, for a further period expiring at the earlier of the close of the 2013 AGM or 30 September 2013, of the authority previously granted to the Directors at last year's AGM.
The authority relates to a total of 172,414,257 ordinary shares, being one third of the issued share capital of the Company as at 15 June 2012 (being the latest practicable date prior to publication of this document). In addition, in accordance with the guidelines issued by the Association of British Insurers, the resolution also contains an authority for the Directors to allot a further 172,414,257 ordinary shares in connection with a pre-emptive offer by way of rights issue.
The Directors have no present intention of allotting, or agreeing to allot any shares otherwise than in connection with our employee share schemes, to the extent permitted by such schemes. The Directors continue to consider potential transactions and in the event of one of these potential transactions proceeding, this may require the allotment of shares pursuant to this authority.
The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new equity securities. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing Shareholders. The Directors' current authority expires at the close of the forthcoming AGM and, accordingly, this resolution seeks to renew this authority on similar terms for a further period, expiring at the earlier of the close of the 2013 AGM or 30 September 2013.
The authority, if granted, will relate to allotment in respect of rights issues and similar offerings (where difficulties arise in offering shares to certain overseas Shareholders and in relation to fractional entitlements and certain other technical matters) and generally to allotments (other than in respect of rights issues) of equity securities having an aggregate nominal value not exceeding £1,293,106 (being approximately 5% of the issued ordinary share capital of the Company as at 15 June 2012 (being the latest practicable date prior to the publication of this document)). The Directors do not have any present intention of exercising this authority and do not intend to issue more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three-year period without prior consultation with the relevant investor groups.
This resolution is to renew the Company's authority to make market purchases of its own shares. The authority should not be taken to imply that shares will be purchased at any particular price or, indeed, at all, and the Board has no present intention of exercising this power but would wish to retain the flexibility to do so in the future. The authority will expire at the earlier of the conclusion of the 2013 AGM or 30 September 2013. The Board intends to seek renewal of this power at subsequent AGMs.
The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 15 June 2012) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act and the rules of the United Kingdom Listing Authority. Any purchases would only be made on the London Stock Exchange. The Directors have not yet decided whether such shares, if repurchased, would be cancelled or taken into treasury, and a decision would be taken in the light of prevailing circumstances. The Board will only exercise the power to make purchases of shares after consideration of the effects on earnings per share and the benefits for Shareholders generally. As at 15 June 2012 (being the latest practicable date prior to publication of this document), there were options outstanding over 17,798,896 ordinary shares, representing 3.44% of the Company's issued share capital. If the authority given by resolution 13 was to be fully used, the options currently in issue would then represent 3.82% of the Company's issued share capital.
The Articles enable the Company to call general meetings (other than AGMs) on 14 clear days' notice. The Act increases this period to 21 days unless Shareholders have approved a shorter period which cannot be less than 14 days. This resolution seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that the approval be renewed. The Company will also need to meet the requirements for electronic voting before it can call a general meeting on 14 days' notice.
It is the policy of the Company not to make donations to political parties or incur political expenditure and it has no present intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, the Act contains wide definitions of 'political donation', 'political organisation' and 'political party' and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the shareholders' interest for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community or sections of it or special interest groups. Sponsorship, subscriptions, payment of expenses and paid leave for employees fulfilling public duties may even fall under the definitions. If this resolution is passed the Company and its subsidiaries will be authorised to make donations and incur expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The Directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. In common with other listed companies, the Directors are therefore seeking Shareholders' approval in the terms outlined in this resolution.
Whether or not you are able to attend the meeting, you are asked to complete the enclosed form of proxy and to post it to the Company's Registrars at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible but, in any event, to arrive no later than 11.00am on 16 July 2012. Completion and posting of the form of proxy will not preclude you from attending and voting in person at the AGM should you wish to do so.
If you are a member of CREST, you may register your appointment of a proxy through the CREST electronic appointment service using CREST ID RA19. For further details refer to the CREST manual. Completion of a form of proxy or the appointment of a proxy electronically will not stop you attending the AGM and voting in person should you so wish.
A 'vote withheld' option is provided on the form of proxy accompanying this Notice of Meeting which is to enable you to withhold your vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6.00pm on 16 July 2012 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the AGM.
Copies of (a) the Directors' service contracts; (b) a Statement of Directors' share interests and those of their families; and (c) the Articles will be available for inspection during business hours on any weekday from the date of this letter until the conclusion of the AGM at the Company's registered office and at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES. These documents will also be available for inspection at the place of the AGM for at least 15 minutes prior to, and during, the AGM.
The Directors believe that the resolutions referred to above which are to be proposed at the AGM are in the best interests of the Company and of the Shareholders as a whole and recommend Shareholders to vote in favour of them, as each of the Directors intends to do in respect of his or her own beneficial holding.
Yours faithfully
Ishbel Macpherson Chairman
NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Speedy Hire Plc ('Company') will be held at Etrop Grange Hotel, Thorley Lane, Manchester Airport, M90 4EG on 18 July 2012 at 11.00am for the following purposes:
To consider and, if thought fit, to pass the following resolutions, of which the resolutions numbered 11 and 15 will be proposed as ordinary resolutions and resolutions numbered 12 to 14 will be proposed as special resolutions:
and this authority shall expire on 30 September 2013 or, if earlier, at the conclusion of the AGM of the Company to be held in 2013 but the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if the authority had not expired.
and this power shall expire on 30 September 2013 or, if earlier, at the conclusion of the AGM of the Company to be held in 2013 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such offer, agreement or arrangement as if this power had not expired.
in each case during the period commencing on the date of this resolution and ending at the conclusion of the AGM of the Company to be held in 2013 and provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during such period. For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings set out in sections 363 to 365 (inclusive) of the Act.
By Order of the Board
James Blair
Company Secretary 18 June 2012
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
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