16 Sep 2019 15:03
16 September 2019
BCA Marketplace plc
Result of AGM
At the Annual General Meeting of BCA Marketplace plc held on Monday 16 September all resolutions put to the meeting were passed by the required majority of shareholders on a poll.
The final poll voting figures, incorporating the proxy votes lodged in advance of the meeting, are set out in the table below and are also available on the Company's website at www.bcamarketplaceplc.com.
As at the Annual General Meeting the number of ordinary shares in issue (excluding 19,914,446 shares held in treasury), and therefore the total number of voting rights, was 784,341,817.
Resolutions | In Favour Votes | % | Against Votes | % | Withheld Votes* | Total no. of shares in respect of which proxies were validly made |
1. To receive the Annual Report and Accounts | 361,320,375 | 99.98% | 80,224 | 0.02% | 460,403 | 361,861,002 |
2. To approve the Directors' Remuneration Report | 168,168,903 | 61.07% | 107,188,122 | 38.93% | 86,503,977 | 361,861,002 |
3. To approve a final dividend of 6.65 pence per ordinary share | 361,861,003 | 100.00% | 0 | 0.00% | 0 | 361,861,003 |
4. To re-elect Avril Palmer-Baunack as a Director | 317,277,797 | 87.92% | 43,589,247 | 12.08% | 993,958 | 361,861,002 |
5. To re-elect Tim Lampert as a Director | 361,723,904 | 99.96% | 137,099 | 0.04% | 0 | 361,861,003 |
6. To re-elect Stephen Gutteridge as a Director | 301,518,137 | 83.32% | 60,342,865 | 16.68% | 0 | 361,861,002 |
7. To re-elect Piet Coelewij as a Director | 335,258,965 | 92.65% | 26,602,038 | 7.35% | 0 | 361,861,003 |
8. To re-elect Jon Kamaluddin as a Director | 361,165,155 | 99.81% | 695,848 | 0.19% | 0 | 361,861,003 |
9. To re-elect David Lis as a Director | 307,075,749 | 84.91% | 54,575,500 | 15.09% | 209,753 | 361,861,002 |
10. To re-appoint Pricewaterhouse Coopers LLP as Auditor | 360,866,994 | 100.00% | 50 | 0.00% | 993,958 | 361,861,002 |
11. To authorise the Directors to fix the Auditor's remuneration | 361,861,003 | 100.00% | 0 | 0.00% | 0 | 361,861,003 |
12. To authorise the Directors to allot shares | 360,709,254 | 99.68% | 1,151,749 | 0.32% | 0 | 361,861,003 |
13. To disapply statutory pre-emption rights in relation to the allotment of up to 5% of shares | 361,861,003 | 100.00% | 0 | 0.00% | 0 | 361,861,003 |
14. To disapply statutory pre-emption rights in relation to the allotment of an additional 5% of shares | 348,876,263 | 96.41% | 12,984,739 | 3.59% | 0 | 361,861,002 |
15. To authorise the Company to purchase its own Ordinary Shares | 360,608,537 | 99.69% | 1,131,034 | 0.31% | 121,431 | 361,861,002 |
16. To authorise the Company to call general meetings other than Annual General Meetings on not less than 14 clear days' notice | 352,919,602 | 97.53% | 8,941,401 | 2.47% | 0 | 361,861,003 |
* A 'vote withheld' is not a vote in law and is not counted towards the proportion of votes 'for' and 'against' a resolution.
As previously announced, the Company is subject to an offer by BBD Bidco Limited to acquire the entire issued and to be issued share capital of the Company (the "Acquisition"). Completion of the Acquisition remains subject to the satisfaction or, if applicable, the waiver of certain conditions set out in the circular (the "Scheme Document") published by the Company on 5th July 2019, including regulatory approvals from the European Commission and the Court sanction of the Scheme.
The Acquisition continues to proceed towards completion and in those circumstances the Remuneration Committee, which notes the shareholder vote on resolution 2, considers that it would be inappropriate at the present time to comment on the shareholder vote on resolution 2. Should the Acquisition lapse in accordance with its terms, the Remuneration Committee will review the position.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.
Details of proxy votes lodged in respect of the resolutions can also be found on the Investors section of BCA Marketplace plc's website at www.bcamarketplaceplc.com and in accordance with Listing Rule 9.6.2, copies of all resolutions passed, other than those concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Enquiries:
Buchanan Communications (Financial PR)
David Rydell/Jamie Hooper/Tilly Abraham
Square1 Consulting (Financial PR)
David Bick
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