RE: AGM31 Aug 2025 10:43
I have looked into this previously. Here are my notes:
PRD has to meet the requirements of both Jersey Law and UK listing regulations regarding AGMs.
* The Companies (Jersey) Law 1991 only recommends the frequency of AGMs, unless the Company's Articles of Association specify the requirements, which is the norm. Article 91 of the above requires 14 days' notice.
* As an LSE-listed company, PRD must follow Listing Rules (LR 9.3.6R) and the UK Corporate Governance Code (Principle J and Provision 1, and the Companies Act 2006 Section 336, which require an AGM to be held within six months of the financial year-end, and 21 days' notice to be given.
* Some confusion may have arisen on this BB because, since 29th July 2024, there is no longer a distinction between Premium Listing & Standard Listing rules for LSE companies - all are now categorised as ESCCs (Equity Shares Commercial Companies).
* Based on the above, I conclude that PRD should have held the AGM by 30th June 2025.
BUT! Under the Companies Act 2006 Part 13, Chapter 4, and the FCA Listing Rules there are legitimate reasons why an AGM may be delayed:
* If the company is undergoing significant transactions (e.g., mergers, acquisitions, or restructurings), it may require regulatory approvals that delay the AGM until approvals are secured, or key decisions are finalized.
* Significant corporate actions, such as a major restructuring, takeover bid, or insolvency proceedings, may require postponement to ensure clarity for shareholders.
* A company may postpone the AGM to align with the announcement of significant strategic developments, such as new partnerships or financial results, to provide a clearer picture to shareholders.
* Such a delay, and the reasons for it, should normally be communicated to shareholders by RNS. I have written previously to the Company asking the reasons for the delay in the AGM, and the proposed date. No reply.