Last checked at 28 Apr 2016 12:06
Croda International Plc - Annual General Meeting
The ninety-first Annual General Meeting of Croda International Plc (the "Company") was held at the Royal York Hotel, Station Road, York, North Yorkshire YO24 1AA on Wednesday 27 April 2016.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue: 135,935,161 (excluding shares held in treasury).
The results of the poll for each resolution are as follows:
Resolution | Votes For | Against | Withheld | ||
No of shares | % of shares voted | No of shares | % of shares voted |
No of shares | |
1. To receive the financial statements of the Company and the Group and the reports of the directors and auditors for the year ended 31 December 2015 | 98,806,309 | 99.55 | 443,667 | 0.45 | 99,083 |
2. To approve the Directors' Remuneration Report for the year ended 31 December 2015, in accordance with s439 of the Companies Act 2006 | 92,197,603 | 93.30 | 6,618,366 | 6.70 | 533,089 |
3. To declare a final dividend of 38 pence per ordinary share | 98,698,627 | 99.62 | 375,232 | 0.38 | 275,201 |
4. To re-elect A M Ferguson as a director | 96,815,080 | 97.56 | 2,418,066 | 2.44 | 115,723 |
5. To re-elect S E Foots as a director | 93,297,322 | 94.02 | 5,937,977 | 5.98 | 113,570 |
6. To re-elect A M Frew as a director | 97,874,197 | 98.64 | 1,353,868 | 1.36 | 120,803 |
7. To re-elect H L Ganczakowski as a director | 98,239,211 | 99.00 | 993,857 | 1.00 | 115,801 |
8. To re-elect K Layden as a director | 97,990,357 | 98.75 | 1,244,623 | 1.25 | 113,889 |
9. To re-elect J K Maiden as a director | 97,959,735 | 98.72 | 1,273,175 | 1.28 | 115,959 |
10. To re-elect P N N Turner as a director | 98,236,079 | 99.00 | 996,989 | 1.00 | 115,801 |
11. To re-elect S G Williams as a director | 97,132,266 | 97.88 | 2,100,840 | 2.12 | 115,763 |
12. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company | 97,041,724 | 97.76 | 2,220,964 | 2.24 | 86,371 |
13. To authorise the Audit Committee to determine the auditors' remuneration | 97,920,552 | 98.65 | 1,338,579 | 1.35 | 89,929 |
14. Political donations | 97,850,111 | 99.31 | 678,663 | 0.69 | 820,286 |
15. To authorise the directors to allot relevant securities up to two thirds of its issued share capital | 87,962,927 | 91.11 | 8,577,819 | 8.89 | 2,808,314 |
16. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £1,359,352 | 92,052,270 | 93.28 | 6,626,885 | 6.72 | 669,904 |
17. To authorise market purchase of own shares up to a maximum of 13,593,516 ordinary shares | 98,589,091 | 99.32 | 676,279 | 0.68 | 83,689 |
18. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice | 91,731,313 | 92.98 | 6,926,571 | 7.02 | 646,175 |
19. To declare a special dividend of 100 pence per ordinary share and associated share consolidation | 99,016,664 | 99.95 | 54,342 | 0.05 | 278,054 |
Resolutions 1 to 15 (inclusive) and 19 were passed as ordinary resolutions and resolutions 16 to 18 (inclusive) were passed as special resolutions. The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website (investor centre) and has also been made available for inspection through the National Storage Mechanism which can be found at http://www.morningstar.co.uk/uk/NSM.
The Share Consolidation is due to take effect upon admission of the New Ordinary Shares of 10.357143 pence each in the capital of the Company to the premium segment of the Official List and to trading on the London Stock Exchange's main market, expected to be at 8.00am on Monday 9 May 2016. As a result of the Share Consolidation shareholders will hold 28 New Ordinary Shares of 10.357143 pence each for every 29 Existing Ordinary Shares of 10 pence each held at 5.00pm on Friday 6 May. Accordingly, application has been made to the UK Listing Authority ("UKLA") to amend the Official List and to the London Stock Exchange to amend the trading line whereby 135,124,108 ordinary shares of 10.357143 pence each will commence trading at 8.00am on 9 May. The New Ordinary Shares will have an ISIN of GB00BYZWX769 and a SEDOL of BYZWX76.
The Special Dividend of 100 pence per existing Ordinary Share, which was announced on 23 February 2016 and was conditional upon the Share Consolidation being approved, will be paid on 2 June 2016 to shareholders on the register at 5.00pm on 6 May 2016 (with an ex-entitlement date of 9 May 2016).
Total Voting Rights
The total number of shares in issue on 28 April 2016 is 135,935,161 ordinary shares of 10 pence each (excluding shares held in treasury) with each share carrying the right to one vote.
For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rule 5.6.1A (1), the Company's issued share capital that is expected to be admitted to trading on the London Stock Exchange's main market as at 8.00am on 9 May 2016 will be 135,124,108 New Ordinary Shares of 10.357143 pence each with each share carrying the right to one vote.
The total number of voting rights in the Company, as at 9 May 2016 will accordingly be 131,247,760 (excluding shares held in treasury).
Below is an expected timetable of for the Share Consolidation and Special Dividend:
EXPECTED TIMETABLE | 2016
|
Existing Ordinary Shares marked ex-entitlement to the Ordinary Dividend | Thursday 5 May
|
Record date for Share Consolidation and entitlement to the Special Dividend | 5.00pm on Friday 6 May
|
Latest time and date for dealings in the Existing Ordinary Shares | 4.30pm on Friday 6 May
|
Cancellation of trading in Existing Ordinary Shares | 4.30pm on Friday 6 May
|
Admission of New Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed Securities. Dealings commence in New Ordinary Shares
| By or as soon as practicable after 8.00am on Monday 9 May
|
CREST accounts credited with New Ordinary Shares | As soon as practicable after 8.00am on Monday 9 May
|
New Ordinary Shares marked ex-entitlement to the Special Dividend | Monday 9 May
|
Despatch of share certificates in respect of New Ordinary Shares and, if applicable, despatch of cheques and CREST accounts credited in respect of fractional entitlements
| Monday 23 May |
Plan notice date for election under the Dividend Reinvestment Plan
| Sunday 8 May |
Despatch of BACS vouchers in respect of proceeds under the Special Dividend
| Wednesday 1 June |
Despatch of cheques in respect of proceeds under the Special Dividend
| Wednesday 1 June |
Payment of the Ordinary and Special Dividend to Shareholders
| Thursday 2 June |
Despatch of share certificates and CREST accounts credited in respect of New Ordinary Shares issued under the Dividend Reinvestment Plan | Week commencing Monday 6 June |
Tom Brophy
Group General Counsel & Company Secretary
28 April 2016