Pre-Annual General Meeting Information • Jun 24, 2011
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent fi nancial adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary shares in Workspace Group PLC, please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your ordinary shares in Workspace Group PLC, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales under number 2041612)
NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATION OF BUSINESS
Notice of an Annual General Meeting of Workspace Group PLC to be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE at 11.00 a.m. on Thursday, 28 July 2011 is set out at the end of this document. Shareholders will fi nd enclosed with this document a form of proxy for use in connection with the Annual General Meeting. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 48 hours before the time of the Annual General Meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they choose to do so.
In this document, except where the context otherwise requires, the following expressions shall have the following meanings:
| ABI | the Association of British Insurers; |
|---|---|
| AGM or Annual General Meeting | the annual general meeting of the Company convened for Thursday, 28 July 2011, notice of which is set out at the end of this document, or any reconvened meeting following adjournment thereof; |
| Annual Report and Accounts | the annual report and accounts of the Company for the fi nancial year ended 31 March 2011 and the reports of the Directors and auditors thereon; |
| Articles | the articles of association of the Company currently in force; |
| Board or Directors | the directors of the Company for the time being; |
| Company | Workspace Group PLC; |
| Existing Ordinary Shares | the ordinary shares of £0.10 each in issue prior to the Share Consolidation; |
| New Ordinary Shares | the new ordinary shares of £1.00 each to be created pursuant to the Share Consolidation; |
| Share Consolidation | as defi ned in the Chairman's Letter below; |
| Share Consolidation Record Date | 5.00 p.m. on 5 August 2011 (or such later date as the Directors may determine and communicate to Shareholders via an appropriate announcement to a Regulatory Information Service); |
| Shareholders | holders of ordinary shares in the capital of the Company; |
| Shareholders' Rights Regulations he Shareholders' Rights Regulations 2009; and | |
| the Act | the Companies Act 2006. |
(Incorporated and registered in England and Wales under number 2041612)
A J Hales CBE (Non-Executive Chairman) Magenta House H Platt (Chief Executive) 85 Whitechapel Road G Clemett (Finance Director) London B Cragg (Non-Executive Director) E1 1DU
J Bywater (Non-Executive Director) J Hopkins (Non-Executive Director) D Kitchen (Non-Executive Director) To Shareholders and, for information only, to share option holders 24 June 2011
Dear Shareholder
Introduction I am pleased to invite you to the twenty-fi fth annual general meeting of the Company, to be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE, at 11.00 a.m. on Thursday, 28 July 2011.
A formal notice convening the AGM is set out on pages 7 to 11 of this document and an explanation of each of the resolutions that the Directors will be proposing at the AGM is set out below.
The business of the AGM will begin with a resolution to receive and adopt the Annual Report and Accounts. Shareholders will have the opportunity to put any questions on the Annual Report and Accounts to the Board before the resolution is proposed at the AGM.
Shareholders will be asked to approve the payment of a fi nal dividend of 0.55 pence per Existing Ordinary Share in respect of the fi nancial year ended 31 March 2011. If approved at the AGM, this dividend will be paid to Shareholders entered on the register of members at the close of business on 15 July 2011. Consequently, the dividend (if approved) will be paid based on the share capital of the Company prior to the Share Consolidation which will take place if resolution 12 is approved by Shareholders.
As announced on 6 June 2011, I will be stepping down from the Board this year, after 8 years. Accordingly, I will be retiring with effect from the conclusion of the AGM. Our Chairman-elect, Daniel Kitchen, who was appointed to the Board on 6 June 2011, will be offering himself for election, as required by the Articles, and will, if elected, take up his appointment as Chairman. The Articles also require one-third of the current Directors to retire by rotation at every annual general meeting. However, the Company is adopting the requirements of the UK Corporate Governance Code (June 2010) (formerly the UK Combined Code) in relation to Directors' appointments and in particular the annual re-election of all Directors. Therefore, in accordance with provision B.7.1 of the UK Corporate Governance Code, all of the other Directors will retire at the AGM and being eligible offer themselves up for re-election. In relation to all of the Non-Executive Directors seeking re-election, I can confi rm that, following formal performance evaluation, their performance continues to be effective and they continue to demonstrate commitment to their roles as non-executive directors, including commitment of the necessary time for Board and committee meetings and other duties.
Biographical details of each of the Directors are set out on pages 32 to 33 of the Annual Report and Accounts.
Shareholders are asked to approve the Directors' Remuneration Report. This contains the remuneration policy for the Board, and is set out on page 46 of the Annual Report and Accounts.
Shareholders will be asked to re-appoint PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next annual general meeting and to grant authority to the Directors to determine their remuneration.
The Company currently has a very large number of Existing Ordinary Shares. The Directors are therefore proposing to consolidate the Company's existing share capital on the basis described below (the Share Consolidation) into New Ordinary Shares with the intention that, following such consolidation, the number of shares in issue and the likely share price will be more appropriate for a company of the Company's size in the UK market.
The effect of the Share Consolidation will be that shareholders on the Company's register of members at the Share Consolidation Record Date will, on the implementation of the Share Consolidation, hold:
and in that proportion for any other number of Existing Ordinary Shares then held.
If a shareholding is not exactly divisible by 10, the Share Consolidation will generate an entitlement to a fraction of a New Ordinary Share. Any fractional entitlements arising on the Share Consolidation will be consolidated and sold in the market for the best price reasonably obtainable on behalf of the Shareholders entitled to the fractions. In the event that the net proceeds of sale are three pounds (£3.00) or more per any entitled Shareholder, then such proceeds of sale will be paid to the relevant Shareholder. If such net proceeds amount to less than three pounds (£3.00) for any entitled Shareholder, they will be retained by the Company in accordance with the Articles and will be donated to charity. The value of any Shareholder's fractional entitlement will not exceed the value of one New Ordinary Share.
Each Shareholder's proportionate interest in the Company's issued ordinary share capital will remain unchanged as a result of the Share Consolidation, except as affected by fractional entitlements. However, if you hold fewer than 10 Existing Ordinary Shares at the Share Consolidation Record Date, you will not receive any New Ordinary Shares.
Aside from the change in nominal value, each New Ordinary Share will have the same rights (including voting and dividend rights and rights on a return of capital) and will be subject to the same restrictions as each Existing Ordinary Share prior to the Share Consolidation, and as are set out in the Articles. The Share Consolidation will not affect the Company's net assets, nor the net assets of the Company's group.
Requests will be made to the UKLA and to the London Stock Exchange to refl ect, on the Offi cial List and the London Stock Exchange's main market for listed securities respectively, the Share Consolidation.
New share certifi cates in respect of the New Ordinary Shares will be posted to those shareholders who, on the Share Consolidation Record Date, hold their Existing Ordinary Shares in certifi cated form. These will replace existing certifi cates which should then be destroyed. Pending the receipt of new certifi cates, transfers of New Ordinary Shares held in certifi cated form will be certifi ed against the register of members of the Company.
Resolution 12 must be passed in order for the Share Consolidation to proceed.
Resolutions dealing with the authority of the Directors to allot shares will be proposed at the AGM.
By law, directors are not permitted to allot new shares (or to grant rights over shares) unless authorised to do so by shareholders. In addition, directors require specifi c authority from shareholders before allotting new shares (or rights in respect of shares) for cash without fi rst offering them to existing shareholders in proportion to their holdings.
Resolution 13 gives the Directors the necessary authority until the date of the next annual general meeting or, if earlier, 15 months after the date of passing the resolution, to allot shares, up to an aggregate nominal amount of £38,424,377 (being approximately one-third of the issued share capital of the Company as at 21 June 2011 (being the last practicable date prior to publication of this document)). In line with guidance issued by the ABI, paragraph (a)(ii) of resolution 13 would also give the Directors authority to allot equity securities (as defi ned in section 560(1) of the Act) in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £76,848,755, as reduced by the nominal amount of any shares issued under paragraph (a)(i) of resolution 13. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 21 June 2011 (being the last practicable date prior to publication of this document). In order to ensure that the maximum amount of shares issuable under resolution 13 is in total never more than an amount equal to two-thirds of the current issued ordinary share capital, deductions will be made from (a)(i) or (a)(ii) to ensure that this remains the case, whether or not the Company issues shares under (a)(i) fi rst or (a)(ii) fi rst.
Resolution 14 empowers the Directors until the date of the next annual general meeting or, if earlier, 15 months after the date of passing the resolution, to allot equity securities for cash (or transfer shares which are from time to time held by the Company in treasury) otherwise than to existing Shareholders on a pro rata basis, up to an aggregate nominal amount of £5,763,656, which is equivalent to approximately 5% of the issued share capital of the Company as at 21 June 2011 (being the last practicable date prior to publication of this document). It also enables the Directors, in the case of an issue by way of rights pursuant to the authorisation granted under resolution 13, to deal with fractional entitlements and to make such exclusions or other arrangements as may be appropriate to resolve legal, regulatory or practical problems which might arise, particularly with regard to overseas Shareholders. It is intended to renew such authority and power at successive annual general meetings.
This limited authority will enable the Directors to issue shares when they believe it is in the interests of the Company to do so. It replaces the equivalent authority taken at the last AGM over one third of the Company's share capital, which will remain in force up until the conclusion of this year's meeting. While the Company would always consider from time to time the best manner of fi nancing the Group, there is no present intention of issuing ordinary shares pursuant to resolution 13. If they do exercise the authorities, the Directors intend to follow ABI recommendations concerning their use (including as regards the Directors standing for re-election in certain cases). As at 21 June 2011 (being the last practicable date prior to publication of this document), the Company held no shares in treasury.
Resolution 15 authorises the Company to make market purchases (within the meaning of section 693 of the Act) on the London Stock Exchange of up to an aggregate of (i) 115,273,133 ordinary shares of £0.10 each (equivalent to approximately 10% of the issued share capital of the Company as at 21 June 2011 (being the last practicable date prior to publication of this document)), or (ii) (if resolution 12 is passed) 11,527,313 ordinary shares of £1.00 each (equivalent to approximately 10% of the Company's issued share capital following the Share Consolidation based on the issued share capital of the Company as at 21 June 2011 (being the last practicable date prior to publication of this document)), at a minimum price per ordinary share of its nominal value and a maximum price of the higher of (i) 105% of the average of the middle market quotations of the ordinary shares as derived from the London Stock Exchange Daily Offi cial List for the fi ve business days immediately preceding the day on which that ordinary share is contracted to be purchased and (ii) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange Offi cial List at the time the purchase is carried out. Resolution 15 should not be taken as an indication that the Company will purchase ordinary shares at any particular price or indeed at all. The Directors will only consider making purchases if they believe that such purchases would result in an increase in earnings per share and are in the best interests of the Shareholders. Any ordinary shares purchased under the authority would either be cancelled, and the number of ordinary shares in issue would be reduced accordingly, or would be held in treasury.
The authority will expire at the conclusion of the annual general meeting of the Company in 2012 or, if earlier, the date which falls 15 months after the passing of the resolution. It is intended to renew such authority and power at successive annual general meetings. The number of shares covered by the resolution will be adjusted accordingly if the Share Consolidation is approved and implemented.
The Directors would consider holding as treasury shares any shares which the Company repurchases pursuant to the authority provided by this resolution 15. To the extent that any shares repurchased by the Company are held in treasury, earnings per share will only be increased on a temporary basis until such time as the shares are sold or transferred out of treasury. Overall, the Directors believe that the ability of the Company to hold shares in treasury will provide the Company with greater fl exibility in the management of its share capital.
The Company has options outstanding over 24,984,761 shares, representing approximately 2.17 per cent. of the Company's ordinary issued share capital as at 21 June 2011 (being the last practicable date prior to publication of this document). If the existing authority given at the 2010 AGM and the authority now being sought by resolution 15 were to be fully used, these would represent approximately 2.71% of the Company's ordinary issued share capital at that date.
Resolution 16 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings (other than an annual general meeting) on 14 clear days' notice without obtaining shareholder approval. Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period (which cannot be less than 14 clear days).
Accordingly, in order to preserve the Company's ability to call general meetings (other than an annual general meeting) on 14 clear days' notice, resolution 16 seeks such approval from Shareholders. The fl exibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the general meeting. If granted, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
At the 2008 AGM, a resolution was proposed and passed enabling the Company to make documents available to Shareholders by electronic means, including making them available on a website, rather than sending hard copies. This refl ected changes introduced by the Act. The Board intends in the future to supply all Shareholders with shareholder documents by making them available on the Company's website except where a Shareholder has specifi cally requested that we continue to provide him or her with hard copies. Shareholders will be informed by email whenever a shareholder document is made available on the website.
You will fi nd enclosed a form of proxy for use at the AGM, to be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE at 11.00 a.m. on Thursday, 28 July 2011.
Whether or not you intend to be present at the AGM you are requested to complete the form of proxy and return it to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Members may also register the appointment of a proxy electronically by accessing the website www.eproxyappointment.com, which is operated by Computershare Investor Services PLC. In either case, the proxy appointment must be received by Computershare Investor Services PLC by no later than 48 hours before the time of the AGM.
Alternatively, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST messages must be received by the issuer's agent not later than 48 hours before the time appointed for holding the meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the AGM should they choose to do so.
You will also fi nd enclosed a form which explains the different ways in which you can choose to receive shareholder communications in future and sets out what you need to do in relation to each option. Please note that if you wish to continue to receive communications in hard copy you must return the form to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 26 July 2011. If you do not return the form by this date, you will be treated as having agreed to the Company supplying you with shareholder documents by means of the Company's website.
Your Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole, and the Board unanimously recommends that you vote in favour of the proposed resolutions, as the Directors intend to do in respect of their own benefi cial shareholdings.
Yours sincerely
AJ Hales CBE Chairman
(Incorporated and registered in England and Wales under number 2041612)
NOTICE IS HEREBY GIVEN that the twenty-fi fth Annual General Meeting of the Company will be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE at 11.00 a.m. on Thursday, 28 July 2011 to consider and, if thought fi t, to pass the following resolutions, of which numbers 1 to 13 will be proposed as ordinary resolutions and numbers 14 to 16 as special resolutions:
subject to and conditional upon the admission of the new ordinary shares of £1.00 each (the New Ordinary Shares) to the Offi cial List of the United Kingdom Listing Authority and to trading on the London Stock Exchange's main market for listed securities becoming effective, each of the existing ordinary shares of £0.10 each (the Existing Ordinary Shares) which at 5.00 p.m. on 5 August 2011 (or such later date as the directors of the Company may determine and communicate to Shareholders via an appropriate announcement to a Regulatory Information Service) are shown in the books of the Company to be in issue or held in treasury shall be consolidated into New Ordinary Shares on the basis of 10 Existing Ordinary Shares being consolidated into one New Ordinary Share, each New Ordinary Share having the same rights as the Existing Ordinary Shares, provided that:
and so that the Board may, in either case, impose any limits or restrictions and make any arrangements which it considers necessary or expedient to deal with treasury shares, fractional entitlements, record dates or with legal, regulatory or practical problems in, or under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory or otherwise howsoever, during the period commencing on the date of the passing of this resolution and expiring at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require equity securities (as defi ned in section 560(1) of the Act) to be allotted after such expiry and notwithstanding such expiry the directors may allot such equity securities in pursuance of such offers or agreements;
(a) the directors be and they are hereby empowered pursuant to section 570 of the Companies Act 2006 (the Act):
as if section 561(1) of the Act did not apply to any such allotment or transfer, provided that this power shall be limited to the allotment or transfer of equity securities:
(C) otherwise than pursuant to sub-paragraphs (A) or (B) up to an aggregate nominal amount of £5,763,656,
and shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution, except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted or transferred after such expiry and notwithstanding such expiry the directors may allot or transfer equity securities in pursuance of such offers or agreements;
the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006 (the Act), to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company (ordinary shares) on such terms and in such manner as the directors may from time to time determine, provided that:
a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
By order of the Board
Company Secretary Dated: 24 June 2011
Magenta House 85 Whitechapel Road London E1 1DU
8 Alternatively, members may register the appointment of a proxy for the meeting electronically, by accessing the website www.eproxyappointment.com, using the Control Number, PIN and Shareholder Reference Number set out on their proxy card, where full details of the procedure are given. This website is operated by Computershare Investor Services PLC. The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by Computershare Investor Services PLC not less than 48 hours before the time for holding the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. The use of the internet service in connection with the AGM is governed by Computershare Investor Services PLC's conditions of use set out on the website, www.eproxyappointment.com and may be read by logging on to that site.
9 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, if it is appointing more than one corporate representative, it does not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Workspace Group PLC Magenta House 85 Whitechapel Road London E1 1DU
From early July 2011 our registered offi ce and headquarters will be: Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE. Registered number: 2041612
T +44 (0) 20 7247 7614 F +44 (0) 20 7247 0157 W www.workspacegroup.co.uk E [email protected]
If you require information regarding business space in London, call 020 7369 2389 or visit workspacegroup.co.uk
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