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Whitbread PLC Proxy Solicitation & Information Statement 2020
4608_agm-r_2020-06-03_8883193f-aa67-49cf-b9da-a923542dd9b2.pdf
Proxy Solicitation & Information Statement
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WHITBREAD PLC
NOTICE OF ANNUAL GENERAL MEETING 2020
TUESDAY 7 JULY 2020
WHITBREAD PLC
(INCORPORATED AND REGISTERED
IN ENGLAND AND WALES UNDER NUMBER 4120344)
This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant or other professional adviser.
If you have sold or otherwise transferred all of your shares in Whitbread PLC (the "Company"), please send this document and the accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Contents
2 Impact of Coronavirus (COVID-19) on the AGM
3 Introduction
4 Special resolutions
5 Important information concerning the meeting
6 Notes on the resolutions
8 Notes on the special resolutions
Whitbread Notice of Annual General Meeting 2020
IMPACT OF CORONAVIRUS (COVID-19) ON THE AGM
The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health guidance and legislation issued by the UK Government.
Under the current UK Government guidance on social distancing and prohibiting public gatherings, it will not be possible for shareholders to attend the Annual General Meeting (the 'AGM') in person. As a result, the AGM will, as things stand, be primarily functional in format with only a small number of Directors and/or other employee shareholders attending to satisfy the minimum quorum requirements but, importantly, shareholders can still exercise their votes and raise questions by following the instructions set out below.
Where will the AGM be held?
In light of the UK Government's guidance and restrictions on travel and public gatherings, we have taken the decision to hold this year's AGM at our registered office at Whitbread Court, Houghton Hall, Business Park, Porz Avenue, Dunstable, Bedfordshire, LU5 5XE. This gives us greater flexibility to manage the logistics of the meeting in line with evolving guidance and legislation published by the UK Government. We will keep you updated should the plans for our AGM change in light of future developments.
Can I attend the AGM?
As mentioned above, in light of the COVID-19 situation and in particular the UK Government's latest guidance, you should not attempt to attend the AGM in person as, unless the guidance changes, you will not be permitted entry.
The health and well-being of our shareholders, customers and colleagues remains our priority and the steps set out above are necessary and appropriate ones given the current pandemic. We are disappointed that our AGM has been impacted by current events and that shareholders will not be able to attend in person, unless the current situation and the UK Government's guidance change.
This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to arrangements for the AGM (including any change to the location of the AGM) will be communicated to shareholders, in accordance with our articles of association, before the meeting through our website at www.whitbread.co.uk and, where appropriate, by Stock Exchange announcement.
How can I vote at the AGM?
Given the current UK Government guidance and restrictions, you are strongly encouraged to submit a proxy vote in advance of the meeting as it will not be possible for you to attend in person. Details on how to submit your proxy vote by post, online or through CREST are set out in the Important Information section of this Notice.
Due to those restrictions, YOU ARE STRONGLY ENCOURAGED TO APPOINT THE CHAIRMAN OF THE MEETING AS YOUR PROXY. Appointment of any person other than the Chairman of the meeting would result in your votes not being cast, as third party proxies will not be permitted entry to the AGM unless the UK Government's guidance and legislation in respect to COVID-19 change prior to the date of the AGM.
What if I want to ask questions about the business of the meeting?
You are invited to submit questions you may have regarding the formal business of the meeting to [email protected] by 3.30pm Friday 3 July. We will then group these questions thematically and provide answers during the Chairman's presentation at the AGM, and on our website in the days following the AGM.
Can I watch or listen to the AGM?
A recording of the AGM will be available on the Company's website (www.whitbread.co.uk) in the days following the AGM, which will provide shareholders with an opportunity to listen to the business of the AGM, including the Chairman and Chief Executive presentations, and answers to shareholder questions.
Rights Issue
On 21 May 2020, alongside the Company's results for the financial year ended 27 February 2020, the Company announced a rights issue to raise gross proceeds of approximately £1,009 million (the 'Rights Issue'). The purpose of the Rights Issue is to ensure that the Company emerges from the COVID-19 pandemic in the strongest possible position to take advantage of its long-term structural growth opportunities and win market share in both the United Kingdom and Germany. The levels of authority being sought in resolutions 17, 18 and 19 at the AGM have been set by reference to the Company's share capital as it would be enlarged by the Rights Issue, which is expected to complete on 9 June 2020.
Whitbread Notice of Annual General Meeting 2020
INTRODUCTION
This document is important and requires your immediate attention. It contains the resolutions to be voted on at the Company's Annual General Meeting to be held on 7 July 2020.
Notice is hereby given that the Annual General Meeting (the AGM) of the Company will be held at Whitbread Court, Houghton Hall Business Park, Porz Avenue Dunstable, Bedfordshire, LU5 5XE on 7 July 2020 at 3.30pm to consider and, if thought fit, pass the following resolutions, with resolutions 1 to 17 being put as ordinary resolutions and resolutions 18 to 21 being put as special resolutions.
ORDINARY RESOLUTIONS
Annual Report and Accounts
- To receive and consider the Annual Report and Accounts (incorporating the reports of the directors and auditor) for the year ended 27 February 2020.
Remuneration
- To approve the Annual Report on Remuneration as contained in pages 88 to 101 of the Annual Report and Accounts for the year ended 27 February 2020.
Directors
- To elect Horst Baier as a director.
- To re-elect David Atkins as a director.
- To re-elect Alison Brittain as a director.
- To re-elect Nicholas Cadbury as a director.
- To re-elect Adam Crozier as a director.
- To re-elect Frank Fiskers as a director.
- To re-elect Richard Gillingwater as a director.
- To re-elect Chris Kennedy as a director.
- To re-elect Deanna Oppenheimer as a director.
- To re-elect Louise Smalley as a director.
- To re-elect Susan Taylor Martin as a director.
Auditors
- To reappoint Deloitte LLP as the auditor of the Company to hold office until the conclusion of the Company's next AGM.
- To authorise the Board through the Audit Committee, to set the auditor's remuneration.
Political Donations
- That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the Act), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are authorised to:
(A) make political donations to political parties and/or independent election candidates;
(B) make political donations to political organisations other than political parties; and
(C) incur political expenditure,
(as such terms are defined in Sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and expenditure shall not exceed £25,000 during the period of one year beginning with the date of the passing of this resolution.
Directors' authority to allot shares
- That the Board be generally and unconditionally authorised in accordance with section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
(A) up to a nominal amount of £51,667,296 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and
(B) comprising equity securities (as defined in the Act) up to a nominal amount of £103,334,593 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 October 2021) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
Whitbread Notice of Annual General Meeting 2020
SPECIAL RESOLUTIONS
General authority to disapply pre-emption rights
18 That, if resolution 17 is passed, the Board be given power to allot equity securities (as defined in 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 power to be limited:
(A) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 17, by way of a rights issue only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(B) in the case of the authority granted under paragraph (A) of resolution 17 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £7,750,094,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 October 2021) but, in each case, during this period 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 power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
Additional authority to disapply pre-emption rights
19 That, if resolution 17 is passed, the Board be given the power in addition to any power granted under resolution 18 to allot equity securities (as defined in the Act) for cash under the authority granted under paragraph (A) of resolution 17 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 power to be:
(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,750,094; and
(B) used only for the purposes of financing a transaction which the Board 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 or for the purposes of refinancing such a transaction within six months of its taking place,
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 6 October 2021) but, in each case, during this period 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 power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
Company's authority to purchase ordinary shares
20 That, pursuant to Section 701 of the Act, the Company be generally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of up to 13,455,483 ordinary shares (of any nominal value from time to time) in the capital of the Company provided that:
(A) the minimum price (exclusive of expenses) which may be paid for each ordinary share is the nominal amount of that share;
(B) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the highest of (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time; and
(C) this authority will apply until the conclusion of the AGM of the Company to be held in 2021 (or, if earlier, 6 October 2021) but during this period the Company may enter into a contract to purchase ordinary shares which would, or might, be completed or executed wholly or partly after this authority has ended and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not ended.
General meetings
21 That a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.
By order of the Board
Chris Vaughan
General Counsel and Company Secretary
29 May 2020
Registered Office
Whitbread PLC
Whitbread Court
Houghton Hall Business Park, Porz Avenue
Dunstable, Bedfordshire LU5 5XE
Registered in England and Wales No. 4120344
Whitbread Notice of Annual General Meeting 2020
IMPORTANT INFORMATION CONCERNING THE MEETING
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Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. Given the current UK Government guidance and restrictions, you are encouraged to submit a proxy vote in advance of the meeting as it will not be possible for you to attend in person. You are strongly encouraged to appoint the Chairman of the meeting as your proxy. Appointment of any person other than the Chairman of the meeting would result in your votes not being cast, as third party proxies will not be permitted entry to the AGM unless the UK Government's guidance and legislation in respect to COVID-19 change prior to the date of the AGM.
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The return of a completed proxy form, or any electronic or CREST proxy instruction (as described in paragraph 4 below), will not in itself prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. However, as mentioned above, in light of the COVID-19 situation and in particular the UK Government's latest guidance, you should not attempt to attend the AGM in person as, unless the guidance changes, you will not be permitted entry.
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To be effective, the instrument appointing a proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be deposited at the offices of the Company's registrars, Link Asset Services, Whitbread Share Register, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 3.30pm on Friday 3 July 2020 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days).
Proxy appointments submitted via the internet at www.whitbread-shares.com must be received not later than 3.30pm on Friday 3 July 2020 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days).
- If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint a proxy or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the issuer's agent (ID number RA10) not later than 3.30pm on Friday 3 July 2020 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.
CREST Personal Members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual (available via www.euroclear.com/CREST). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the register of shareholders of the Company as at close of business on Friday 3 July 2020.
If the meeting is adjourned, entitlement to attend and vote will be determined by reference to the register of shareholders of the Company as at close of business two days prior to the adjourned meeting (excluding non-working days). Changes to the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
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The right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the Act. Persons nominated to receive information rights under Section 146 of the Act who have been sent a copy of this Notice of Meeting are hereby informed that they may have a right under an agreement with the registered shareholder by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting.
If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights. Nominated persons should contact the registered shareholder by whom they were nominated in respect of these arrangements.
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In the case of joint holders, where more than one of the joint holders purports to vote (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.
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Under Section 527 of the Act shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Act to publish on a website.
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We recognise that, in light of the exceptional circumstances around this year's AGM, shareholders will not have the opportunity to ask questions at the meeting. The Company will instead endeavour to respond to any questions relating to the business of the meeting which are submitted via email to [email protected] prior to 3.30pm on Friday 3 July 2020.
Whitbread Notice of Annual General Meeting 2020
IMPORTANT INFORMATION CONCERNING THE MEETING CONTINUED
Answers will be grouped thematically, and provided during the recording of the AGM, and made available on our website at www.whitbread.co.uk in the days following the meeting. Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.
11 Copies of the following documents will be available for inspection at the registered office of the Company, Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Bedfordshire LU5 5XE, during usual business hours (Saturdays, Sundays and public holidays excepted) from the date this Notice is mailed until the close of the AGM, at the place of the meeting for 15 minutes before and during the meeting and on the Company's website (www.whitbread.co.uk):
(A) the audited accounts of the Company for the financial years ended 28 February 2019 and 27 February 2020; and
(B) the directors' service contracts and terms of appointment.
However, in the light of recent UK government advice, we have uploaded these to our website at www.whitbread.co.uk. A copy of this Notice, and other information required by Section 311A of the Act, can be found at www.whitbread.co.uk.
Shareholders should only use any electronic address provided in either this Notice or any related documents (including the Chairman's letter and the proxy form) to communicate with the Company for the purposes expressly stated.
At the close of business on Friday 29 May 2020, the Company had 147,009,551 ordinary shares in issue, of which 12,454,718 ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company was 134,554,833. The ordinary shares have a nominal value of $76^{122} / 103$ pence each. Following completion of the rights issue announced by the Company on 21 May 2020, which is expected to take place on 9 June 2020, the Company's issued share capital is expected to comprise 201,832,249 ordinary shares (excluding treasury shares) of $76^{122} / 103$ pence each.
Whitbread Notice of Annual General Meeting 2020
NOTES ON THE ORDINARY RESOLUTIONS
Resolutions 1 to 17 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1
Resolution 1 is the usual resolution to receive the Annual Report and Accounts for 2019/20. The Annual Report and Accounts are available on the Company's website (www.whitbread.co.uk) or on request from Link Asset Services, Whitbread Share Register, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Resolution 2
Companies quoted on the London Stock Exchange are required to put an ordinary resolution to shareholders at the AGM seeking approval of the Annual Report on Remuneration. This Report is set out in full on pages 88 to 101 of the Annual Report and Accounts. The vote is advisory only, however, and the directors' entitlement to remuneration is not conditional on the resolution being passed.
Resolution 3
Resolution 3 is to elect Horst Baier as a director of the Company following his appointment on 1 November 2019. During his executive career, Horst was a successful and highly regarded Chief Financial Officer in the hotels and leisure sector, having spent 22 years at TUI AG, including more than ten years on the board. He played a key role in the strategic development of TUI AG, through a range of corporate transactions as the company was transformed into a pureplay tourism business. Horst has more than two decades of experience in Whitbread's sector and this, together with his deep understanding of the German market, will be of great benefit to the Whitbread Board as it continues to expand Premier Inn in the UK and Germany.
Further biographical details can be found on pages 62 and 63 of the Annual Report and Accounts.
Resolutions 4 to 13
The UK Corporate Governance Code (the 'Code') recommends that directors should be subject to annual re-election by shareholders.
The most recent Board evaluation confirmed that the variety of directors on the board ensures that there is sufficient skills, experience and knowledge. The Chairman confirms that each director continues to be effective and demonstrate commitment to his or her role, and that their contribution is important to the company's long-term sustainable success. The Senior Independent Director and the non-executive directors confirm that this is the same for the Chairman.
The full biographical details of all directors being re-elected, and a chart highlighting the variety of experience on the Board, can be found on pages 62 and 63 of the Annual Report and Accounts and in Appendix 1 at the end of this Notice which details why the contribution of each director is, and continues to be, important to the Company's long-term sustainable success. Each director has experience in a key sector which relates to the Company's current business model or plans for future growth, (for example travel and hospitality, digital, property or international), and therefore the Company can confirm that their contribution continues to be relevant and important to its success.
Resolutions 14 and 15
Resolution 14 is to appoint Deloitte LLP as the Company's auditor, to serve until the conclusion of the Company's next AGM and resolution 15 is to authorise the Board, through the Audit Committee, to set the auditor's remuneration.
Resolution 16
Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to: (i) political parties, (ii) other political organisations and (iii) independent election candidates, and from incurring political expenditure without shareholders' consent.
As the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught. For example, funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform as well as making certain charitable donations may be regarded as political in nature.
It remains the policy of the Company not to make political donations or incur political expenditure within the ordinary meaning of those words and the Board has no intention of using the authority for that purpose. The authority being sought in this resolution will not change, but is being sought as a precaution to ensure that the Company's normal business activities are within the Act.
Resolution 17
Paragraph (A) of resolution 17 would give the Board the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £51,667,296 (representing 67,277,416 ordinary shares of 76 1/2(1/33 pence each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as it would be enlarged following completion of the Rights Issue, which is expected on 9 June 2020.
In line with guidance issued by the Investment Association ('IA'), paragraph (B) of this resolution would give the Board authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £103,334,593 (representing 134,554,832 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as it would be enlarged following completion of the Rights Issue, which is expected on 9 June 2020.
The authority sought under this resolution will expire at the earlier of 6 October 2021 and the conclusion of the AGM of the Company held in 2021.
The Board has no present intention to exercise the authority sought under this resolution, except, under paragraph (A), if necessary to satisfy the consideration payable for businesses to be acquired. However, if it does exercise the authority, the Board intends to follow IA recommendations concerning their use (including as regards the directors standing for re-election in certain cases).
As at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice), the Company held 12,454,718 shares as treasury shares, representing (i) 9.26% of the Company's issued ordinary share capital (excluding any treasury shares) at that date and (ii) 6.17% of the Company's issued ordinary share capital as expected to be enlarged by the Rights Issue (again excluding any treasury shares).
Whilst the Board believe that the flexibility to raise additional capital provided by the above authorities is appropriate, they would only be used if it were in the interest of shareholders as a whole. In the unlikely event the Rights Issue does not complete, the Board would only expect to exercise the share capital authorities in Resolutions 17, 18 and 19 up to the relevant one-third, two-thirds or 5 per cent threshold referred to in the notes thereon, in each case by reference to the Company's existing issued share capital as at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice).
Whitbread Notice of Annual General Meeting 2020
NOTES ON THE SPECIAL RESOLUTIONS
Resolutions 18 and 19
Resolutions 18 and 19 will be proposed as special resolutions, each of which requires a 75% majority of the votes to be cast in favour. They would give the directors the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
The power set out in resolution 18 would be, similar to previous years, limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares, or as the Board otherwise considers necessary, or (b) otherwise up to an aggregate nominal amount of £7,750,094 (representing 10,091,611 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital (excluding treasury shares) of the Company as it would be enlarged following completion of the Rights Issue, which is expected on 9 June 2020.
In respect of the power under resolution 18(B), the directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the Principles) regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.
Resolution 19 is intended to give the Company flexibility to make non pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments as contemplated by the Pre-Emption Group's Statement of Principles. The power under resolution 19 is in addition to that proposed by resolution 18 and would be limited to allotments or sales of up to an aggregate nominal amount of £7,7550,094 (representing 10,091,611 ordinary shares) in addition to the power set out in resolution 18. This aggregate nominal amount represents an additional 5% of the issued ordinary share capital (excluding treasury shares) of the Company as it would be enlarged following completion of the Rights Issue, which is expected on 9 June 2020.
The powers under resolutions 18 and 19 will expire at the earlier of 6 October 2021 and the conclusion of the AGM of the Company held in 2021.
As mentioned in the notes to resolution 17, in the unlikely event the Rights Issue does not complete, the Board would only expect to exercise the share capital authorities in Resolutions 17, 18 and 19 up to the relevant one-third, two-thirds or 5 per cent threshold referred to in the notes thereon, in each case by reference to the Company's existing issued share capital as at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice).
Resolution 20
This resolution, which will be proposed as a special resolution, will renew the authority for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares) as expected to be enlarged following completion of the Rights Issue, expected on 9 June 2020. In the unlikely event the Rights Issue does not complete, the Board would only expect to exercise this authority up to the 10% threshold referred to above by reference to the Company's existing issued share capital as at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice).
The maximum and minimum prices to be paid are set out in the resolution. Having the power to buy back shares enables the Board to act without delay. However, the Company is currently prohibited from undertaking share repurchases, as further explained below.
The Company and its subsidiaries (the 'Group') are subject to certain financial covenants under the terms of their debt and pension scheme arrangements. The Company obtained a waiver in relation to compliance with such financial covenants from (i) counterparties under the Company's revolving credit facility agreement, (ii) counterparties under various note purchase agreements, and (iii) the trustee of the Group pension fund, as it was likely that the Group would not have been in compliance with such covenants when they were otherwise next due to be tested on account of a diminished financial performance or position resulting from the COVID-19 pandemic. As further explained in Section 10 (Material Contracts) of Part XII (Additional Information) of the prospectus published in connection with the Rights Issue dated 21 May 2020 (the 'Prospectus') and located at www.whitbread.co.uk/investors, the Company agreed, as part of the terms of such covenant waivers, not to carry out any share repurchases until the later of (a) 2 March 2022; and (b) the date which the Company is in compliance with the covenants under the relevant debt or pension scheme arrangements.
In any event, this power will only be used by the Board if it considers such a purchase would be in the best interests of the Company, and of shareholders generally, and could be expected to result in an increase in earnings per share. In reaching such a decision, the Board would take into account the market conditions prevailing at the time, the investment opportunities otherwise open to the Company and the Company's overall financial position.
The Board has no present intention of exercising the authority to make market purchases, and the Company is currently prohibited from making repurchases as explained above.
Whitbread Notice of Annual General Meeting 2020
Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Company would consider holding any of its own shares that it purchases as treasury shares. This would give the Company the ability to re-issue the treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base. As at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice), the Company held 12,454,718 shares as treasury shares, representing (i) 9.26% of the Company's issued ordinary share capital (excluding any treasury shares) at that date and (ii) 6.17% of the Company's issued ordinary share capital as expected to be enlarged by the Rights Issue (again excluding any treasury shares).
The total number of options over ordinary shares outstanding as at Friday 29 May 2020 (being the latest practicable date prior to the publication of this Notice) was approximately 1.1 million, representing approximately (i) 0.9% of the Company's issued ordinary share capital (excluding any treasury shares) at that date, and (ii) 0.6% of the Company's issued ordinary share capital as expected to be enlarged by the Rights Issue (excluding any treasury shares).
Resolution 21
This resolution, which will be proposed as a special resolution will renew an authority granted at last year's AGM to allow the Company to call general meetings other than an AGM on 14 clear days' notice.
If approved, this resolution will enable the Company to retain maximum flexibility to seek shareholder approval for any future change or transaction that may require such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole and noting also the recommendations of the Code with which the Company would intend to comply.
Shareholders should note 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.
Recommendation
The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The directors will be voting in favour of the proposed resolutions in respect of their own personal shares and unanimously recommend that you do so as well.
Whitbread
Notice of Annual General Meeting 2020
APPENDIX 1 - BOARD OF DIRECTORS
ADAM CROZIER
CHAIRMAN
Date of appointment to the Board: April 2017
Date of appointment as Chairman: March 2018
Age: 56
Experience:
Adam was Chief Executive of ITV plc from 2010 to 2017. Prior to that, Adam was former Joint Chief Executive of Saatchi & Saatchi, Chief Executive of the Football Association and then Royal Mail Group. From 2017 to March 2020, Adam was Chairman of Vue International, a multi-national cinema company.
External appointments:
- ASOS (Non-executive Chairman)
- Great Ormond Street Hospital Discovery Appeal (Trustee)
- Kantar Group (Chairman)
ALISON BRITTAIN
CHIEF EXECUTIVE
Date of appointment to the Board: September 2015
Age: 55
Experience:
Alison joined Whitbread from Lloyds Banking Group, where she was Group Director of the Retail Division, with responsibility for the Lloyds, Halifax and Bank of Scotland retail branch networks, remote/intermediary channels/products and the business banking and wealth businesses. Prior to joining Lloyds Bank, Alison was Executive Director at Santander UK plc. She previously held senior roles at Barclays Bank. Alison was named Business Woman of the Year 2017 in the Veuve Cliquot awards and was awarded a CBE in the 2019 New Year Honours list.
External appointments:
- Marks and Spencer Group plc (Non-executive director)
- Prince's Trust Council (Deputy Chair)
NICHOLAS CADBURY
GROUP FINANCE DIRECTOR
Date of appointment to the Board: November 2012
Age: 54
Experience:
Nicholas joined Whitbread in November 2012 as Group Finance Director. He previously worked at Dixons Retail PLC, in a variety of management roles, including Chief Financial Officer from 2008 to 2011. Nicholas also held the position of Chief Financial Officer of Premier Farnell PLC, which he joined in 2011. Nicholas originally qualified as an accountant with Price Waterhouse.
External appointments:
- Land Securities Group PLC (Non-executive director)
LOUISE SMALLEY
GROUP HR DIRECTOR
Date of appointment to the Board: November 2012
Age: 52
Experience:
Louise joined Whitbread in 1995 and has held the position of Group HR Director since 2007. During her time at Whitbread, Louise has held a variety of HR roles across the Whitbread businesses, including HR Director of David Lloyd Leisure and Whitbread Hotels & Restaurants. She previously worked in the oil industry, with BP and Esso Petroleum.
External appointments:
- DS Smith Plc (Non-executive director)
RICHARD GILLINGWATER
SENIOR INDEPENDENT DIRECTOR
Date of appointment to the Board: June 2018
Age: 63
Experience:
Richard is Chairman of both Janus Henderson plc and SSE plc, and serves as a Governor to the Wellcome Trust. Richard is a highly experienced executive and has spent much of his career in corporate finance and investment banking with Kleinwort Benson, BZW and Credit Suisse First Boston, before he moved out of banking and became Chief Executive of the Shareholder Executive, and then Dean of Cass Business School.
External appointments:
- Janus Henderson plc (Chairman)
- SSE plc (Chairman)
- The Wellcome Trust (Chair of the Investment Committee)
Whitbread
Notice of Annual General Meeting 2020
A Audit committee
N Nomination committee
R Remuneration committee
Chairman
O Committee member
CHRIS KENNEDY
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: March 2016
Age: 56
Experience:
Chris is Chief Financial Officer of ITV plc, which he joined in February 2019. Prior to this, Chris held roles with Micro Focus International plc, ARM Holdings plc, and easyJet plc, having previously spent 17 years in a variety of senior roles at EMI.
External appointments:
- ITV plc (Chief Financial Officer)
- The EMI Group Archive Trust (Trustee)
- Great Ormond Street Hospital Trust (Trustee)
DEANNA OPPENHEIMER
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: January 2017
Age: 62
Experience:
Deanna spent over 25 years in a number of senior roles in banking at both Barclays Bank PLC and Washington Mutual Inc., where she ran retail banking across leading national branch franchises in the UK and US. Since 2012, through her family's hospitality business, she invests in boutique hotels in the western US.
External appointments:
- Hargreaves Lansdown plc (Non-Executive Chair)
- CameoWorks (Founder)
- J&A Mentoring Partners (Mentor)
- Tesco PLC (Senior Independent Director)
DAVID ATKINS
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: January 2017
Age: 54
Experience:
David is Chief Executive of Hammerson plc, former Chairman and Executive Board member of the European Public Real Estate Association (EPRA) and past President and a former committee member of Revo (formerly BCSC).
External appointments:
- Hammerson plc (Chief Executive)
- British Property Federation (Committee Member)
- Reading Real Estate Foundation (Director and Trustee)
FRANK FISKERS
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: February 2019
Age: 58
Experience:
Frank is a highly experienced executive with a solid background in the global hospitality industry. He has held senior roles with The Radisson Hotel Group, Hilton Hotels Worldwide and was CEO of Scandic Hotels for eight years, taking the company public in 2015.
External appointments:
- Shurgard Self Storage SA (Non-Executive Director)
- EQT (Industrial Adviser)
- RAK Hospitality Holding LLC (Non-Executive Director)
SUSAN TAYLOR MARTIN
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: January 2012
Age: 56
Experience:
Susan is the former President of Thomson Reuters Legal. She has held a number of roles at Thomson Reuters, including Managing Director Legal UK and Ireland, President Thomson Reuters Media and President Global Investment Focus Accounts. Prior to this she was Global Head of Corporate Strategy Reuters, which she joined in 1993.
External appointments:
- None
HORST BAIER
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment to the Board: November 2019
Age: 63
Experience:
Horst is a highly experienced executive with more than 20 years' background in the leisure industry. He was for eight years the Chief Financial Officer of TUI AG, the London-listed Anglo-German leisure travel group until the end of September 2018. During his time as Board Member of TUI AG, Horst played an important role in TUI's transformation from a tour operator to a global provider of holidays operating 380 leisure hotels and 17 cruise ships.
External appointments:
- Bayer AG (Member of the Supervisory Board)
- DIAKOVERE gGmbH (Member of the Supervisory Board)
- Ecclesia Holding GmbH (Member of the Supervisory Board)
- Hotel San Francisco S.A. (Consultant)
- Riu Family (Consultant)
100
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