AGM Information • Jun 27, 2022
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 of 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.
(Registered in England and Wales No. 00927680)
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
David Shearer (Chairman) Russell Down James Bunn David Garman Rob Barclay Rhian Bartlett Shatish Dasani Carol Kavanagh
27 June 2022
To the holders of ordinary shares in Speedy Hire Plc ('Company')
Dear Shareholder
I am pleased to be writing to you with details of the 2022 Annual General Meeting ('AGM') of the Company which is to be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG on Thursday 8 September 2022 at 11:00am. The formal notice convening the meeting is set out at pages 4 to 6 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 14 and resolution 19 will be proposed as ordinary resolutions. Resolutions 15 to 18 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.
For completeness, whilst there are no legal COVID-19 restrictions in place in England at the time of preparing this document, in the event any new restrictions necessitate, alternative arrangements regarding attendance at the AGM to protect shareholders from any risks to their health and safety, these will be detailed on the Company's website and announced via an RNS.
Shareholders may ask the Board a question on the formal business of the AGM in advance of the meeting, by emailing their question to [email protected] by 11:00am on Tuesday 6 September 2022. Answers to any frequently asked questions may be published on our website at www.speedyservices.com/investors following the AGM.
This resolution deals with the delivery by the directors of the Company ('Directors') to the shareholders of the Company ('Shareholders') of the accounts for the financial year ended 31 March 2022 (including the Directors' and auditors' report on those accounts) ('Annual Report and Accounts') and the adoption thereof by the Company.
The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee which is set out on pages 125 to 147 of the Company's Annual Report and Accounts ('Directors' Remuneration Report'). Resolution 2 is the resolution to approve the Directors' Remuneration Report, other than the part containing the remuneration policy for Directors which was approved at the 2020 AGM for a period of three years to 31 March 2023. The Company is required to seek Shareholders' approval in respect of the contents of the Directors' Remuneration Report on an annual basis. This vote is an advisory one and does not affect the actual remuneration paid to any individual Director.
Final dividends are approved by the Shareholders but cannot be more than the amount recommended by the Board. The Board is recommending a final dividend for the year ended 31 March 2022 of 1.45 pence per ordinary share due and payable on 23 September 2022 to the Shareholders on the register at close of business on 12 August 2022. This resolution seeks Shareholders' approval of the proposed dividend.
Provision 18 of the UK Corporate Governance Code recommends that all Directors of listed companies should be subject to annual re-election by shareholders and in addition the Company's Articles of Association ('Articles') require that each Director retires from office at each Annual General Meeting.
As previously announced, Russell Down has advised the Board of his intention to retire. Russell will remain with the business until a successor is in place, to ensure a smooth and orderly transition and therefore he is required to submit to the usual annual re-election with the rest of the Board. Russell will then step down from the Board at the end of the transition period mentioned.
Having due regard to the internal Board and individual Director performance evaluations and their contributions both individually and also in contribution to the balance of skills, knowledge and capability of the Board as a whole, the Board has determined that each Director standing for re-election continues to contribute effectively and demonstrates commitment to their role and is recommended for re-election at the forthcoming AGM. This consideration includes the respective skills and experience detailed within their biographies which can be found on pages 106 and 107 of the Annual Report and Accounts, and which provide specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. The Board believes this information is sufficient to enable Shareholders to make an informed decision on the proposed re-election of the Directors.
The Company is required to appoint or reappoint an external auditor at each general meeting at which accounts are laid. Resolution 12 proposes the appointment of PricewaterhouseCoopers as auditors, following the completion of a competitive tender process overseen by the Audit & Risk Committee, which included the participation of three audit firms. KPMG LLP (KPMG), the Company's current auditor, was not invited to participate in the tender due to the restrictions on the maximum time periods an auditor may remain in office. A copy of KPMG's statement pursuant to section 519 of the Companies Act 2006 is contained at Appendix 1. Further details on the tender process is set out on pages 119 and 120 of the Company's Annual Report and Accounts. In accordance with the Company's normal practice, resolution 13 authorises the Directors to determine the auditors' remuneration.
The Companies Act 2006 ('Act') provides that the Directors may not allot 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 2023 Annual General Meeting or 30 September 2023, of the authority previously granted to the Directors at last year's Annual General Meeting.
The authority in paragraph (a) of this resolution relates to a total of 168,711,810 ordinary shares, being just under one third of the issued share capital of the Company (excluding shares held in treasury) as at 20 June 2022 (being the latest practicable date prior to publication of this document). In accordance with the guidelines issued by the Investment Association, the resolution also contains an authority (in paragraph (b) of this resolution) for the Directors to allot 337,423,620 ordinary shares, being two thirds of the issued share capital of the Company (excluding shares held in treasury) as at 20 June 2022 (being the latest practicable date prior to publication of this document) in connection with a pre-emptive offer by way of rights issue only. The nominal amount of shares authorised to be allotted under paragraph (b) of the resolution will be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of the resolution.
The Directors have no present intention of allotting, or agreeing to allot, any ordinary shares otherwise than in connection with employee share schemes, to the extent permitted by such schemes. The Directors continue to monitor potential opportunities for growth and in the event of one of these opportunities proceeding, this may require the allotment of ordinary 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 to do so expires at the close of the forthcoming AGM and, accordingly, these resolutions seek to renew this authority on similar terms for a further period, expiring at the earlier of the close of the 2023 Annual General Meeting or 30 September 2023.
The authority in resolution 15, 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 or sale of shares held in treasury for cash having an aggregate nominal value not exceeding £1,265,338 (being approximately 5% of the issued ordinary share capital of the Company (excluding shares held in treasury) as at 20 June 2022 (being the latest practicable date prior to the publication of this document)).
Resolution 16 is additional authority for the Directors to issue ordinary shares or sell shares held in treasury for cash in connection with an acquisition or capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles ("Principles") up to an additional aggregate nominal amount of £1,265,338 (being approximately 5% of the issued ordinary share capital of the Company (excluding shares held in treasury) as at 20 June 2022 (being the latest practicable date prior to the publication of this document)). The Directors confirm that they will only allot shares pursuant to this authority where the allotment is in connection with an acquisition or specified capital investment (as defined in the Principles) 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 allotment.
The Directors do not have any present intention of exercising the authorities in resolutions 15 or 16 but believe it is important for the Company to have the flexibility which these authorities afford. The Directors 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 (except in connection with an acquisition or specified capital investment if authorised under resolution 16).
This resolution is to renew the Company's authority to make market purchases of its own shares. On 27 January 2022, the Company announced that it would undertake a share buyback programme of up to £30 million (the "Share Buyback Programme") in accordance with the Company's general authority to purchase a maximum of 52,831,110 ordinary shares, granted by shareholders at last year's Annual General Meeting on 9 September 2021. The Share Buyback Programme commenced on 31 January 2022 and is expected to continue until this year's AGM. As at 20 June 2022 (being the latest practicable date prior to the publication of this document), the Company had repurchased 24,098,187 ordinary shares. The new authority, if granted, will allow sufficient flexibility for the Company to continue the Share Buyback Programme for the balance of the £30 million or to commence a new share buyback programme in line with its stated capital allocation policy from time to time. The effect of such purchases could be to reduce the number of shares outside of treasury and, where the shares purchased are cancelled, the number of shares in issue. The authority will expire at the earlier of the conclusion of the 2023 Annual General Meeting or 30 September 2023. The Board intends to seek renewal of this power at subsequent Annual General Meetings.
The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital (excluding shares held in treasury) as at 20 June 2022 (being the latest practicable date prior to publication of this document)) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act and the rules of the Financial Conduct Authority. 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 20 June 2022 (being the latest practicable date prior to publication of this document), there were options outstanding over 17,829,795 ordinary shares, representing 3.5% of the Company's issued share capital (excluding shares held in treasury). If the authority given by resolution 17 was to be fully used, the options currently in issue would then represent 3.9% of the Company's issued share capital (excluding shares held in treasury).
The Articles enable the Company to call general meetings (other than Annual General Meetings) 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 Company will also need to meet certain requirements for electronic voting before it can call a general meeting on 14 clear days' notice. The approval of this resolution will be effective until the conclusion of the Annual General Meeting of the Company in 2023, when it is intended that the approval will be renewed.
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 Limited, 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 6 September 2022. 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.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00am on 6 September 2022 in order to be considered valid. For further information, please refer to the notes to the notice of AGM.
We encourage all shareholders to consider appointing me, as the Chairman of the meeting, as proxy. This will ensure that your vote is counted even if UK Government COVID-19 restrictions are introduced which affect attendance at the AGM in person.
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 6:30pm on 6 September 2022 (or in the case of an adjournment as at 48 hours (excluding non-working days) before the time appointed for holding the meeting) shall be entitled to attend (subject to UK Government COVID-19 restrictions) 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 and letters of appointment; and (b) a Statement of Directors' share interests and those of their families 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. All 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. Should UK Government COVID-19 restrictions prevent travel or access to the Company's registered office over this period, copies of these documents will be made available on request by emailing [email protected].
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 their own beneficial holding.
Yours faithfully David Shearer Chairman
(Registered in England and Wales No. 00927680)
NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Speedy Hire Plc ('Company') will be held at the offices of Addleshaw Goddard LLP, Milton Gate , 60 Chiswell Street, London, EC1Y 4AG on 8 September 2022 at 11:00am to consider and, if thought fit, to pass the following resolutions, of which the resolutions numbered 1 to 14 and 19 will be proposed as ordinary resolutions and the resolutions numbered 15 to 18 will be proposed as special resolutions:
and this authority shall expire on 30 September 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 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 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to such offer, agreement or arrangement as if this power had not expired.
and this power shall expire on 30 September 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) 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 Annual General Meeting of the Company to be held in 2023 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
Neil Hunt Company Secretary 27 June 2022
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
| Appendix 1 | ||||
|---|---|---|---|---|
| KPMG LLP Audit 15 Canada Square London E14 5GL United Kingdom |
Tel +44 (0) 20 7311 1000 Fax +44 (0) 20 7311 3311 |
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| Private & confidential Speedy Hire Plc Chase House 16 The Parks NEWTON-LE-WILLOWS WA12 0JQ |
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| 21 June 2022 | Our ref | AR-1004 | ||
| Contact | Nick Plumb | |||
| Dear Sir/Madam, | ||||
| Statement to Speedy Hire Plc (no. 00927680) on ceasing to hold office as auditors pursuant to section 519 of the Companies Act 2006 |
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| mandatory auditor rotation requirements. | The reason connected with our ceasing to hold office is the holding of a competitive tender for the audit, in which we were not invited to participate due to upcoming |
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| Yours faithfully | ||||
| KPMG LLP Audit registration number: 9188307 Audit registration address: 15 Canada Square Canary Wharf, London E14 5GL |
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| KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by |
Registered in England No OC301540 Registered office: 15 Canada Square, London, E14 5GL For full details of our professional regulation please refer to |
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| guarantee. Reference - AR-1004 |
'Regulatory information' under 'About' at www.kpmg.com/uk | |||
| Document Classification - KPMG Highly Confidential |
Speedy Hire Plc Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
speedyservices.com/investors
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