Last checked at 25 Apr 2019 09:53
Croda International Plc - Annual General Meeting
The ninety-fourth Annual General Meeting of Croda International Plc (the "Company") was held at the Pavilions of Harrogate, Great Yorkshire Showground, North Yorkshire HG2 8QZ on Wednesday 24 April 2019.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue: 131,794,934 (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 2018 | 96,800,460 | 99.997 | 3,306 | 0.003 | 266,520 |
2. To approve the Directors' Remuneration Report for the year ended 31 December 2015, in accordance with section 439 of the Companies Act 2006 | 85,949,463 | 88.70 | 10,947,479 | 11.30 | 173,343 |
3. To declare a final dividend of 49 pence per ordinary share | 96,037,710 | 99.10 | 867,966 | 0.90 | 164,610 |
4. To elect R Cirillo as a director | 95,776,221 | 98.84 | 1,121,080 | 1.16 | 172,784 |
5. To re-elect A M Ferguson as a director | 94,597,964 | 97.63 | 2,300,415 | 2.37 | 171,706 |
6. To elect J P C Ferguson as a director | 96,455,932 | 99.54 | 441,473 | 0.46 | 172,680 |
7. To re-elect S E Foots as a director | 95,894,318 | 98.96 | 1,004,782 | 1.04 | 170,985 |
8. To re-elect A M Frew as a director | 94,025,926 | 97.46 | 2,446,009 | 2.54 | 598,148 |
9. To re-elect H L Ganczakowski as a director | 95,384,598 | 98.45 | 1,506,147 | 1.55 | 179,339 |
10. To re-elect K Layden as a director | 94,257,481 | 97.27 | 2,641,538 | 2.73 | 171,066 |
11. To re-elect J K Maiden as a director | 95,684,691 | 98.75 | 1,213,303 | 1.25 | 172,091 |
12. To re-appoint KPMG LLP as auditors of the Company | 96,108,998 | 99.18 | 795,780 | 0.82 | 165,508 |
13. To authorise the Audit Committee to determine the auditors' remuneration | 96,082,647 | 99.15 | 821,699 | 0.85 | 165,940 |
14. Political donations | 94,958,604 | 98.51 | 1,434,774 | 1.49 | 676,908 |
15. To authorise the directors to allot relevant securities up to two thirds of its issued share capital | 89,241,778 | 92.09 | 7,661,715 | 7.91 | 166,793 |
16. To authorise the directors to allot equity securities without pre-emptive rights up to an aggregate nominal amount of £682,510 | 95,069,419 | 98.38 | 1,567,758 | 1.62 | 433,109 |
17. To authorise the directors to allot equity securities without pre-emptive rights up to an additional aggregate nominal amount of £682,510 | 95,182,546 | 98.50 | 1,453,548 | 1.50 | 434,191 |
18. To authorise market purchase of own shares up to a maximum of 12,865,697 ordinary shares | 96,450,317 | 99.57 | 418,135 | 0.43 | 201,833 |
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice | 88,215,218 | 91.44 | 8,259,154 | 8.56 | 595,914 |
20. To declare a special dividend of 115 pence per ordinary share and associated share consolidation | 96,788,283 | 99.88 | 116,361 | 0.12 | 166,442 |
Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 to 20 (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.
Share Consolidation
The Share Consolidation is due to take effect upon admission of the New Ordinary Shares of 10.609756 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 29 April 2019. As a result of the Share Consolidation shareholders will hold 41 New Ordinary Shares of 10.609756 pence each for every 42 Existing Ordinary Shares of 10.357143 pence each held at close of business on 26 April 2019.
Accordingly, application has been made to the UK Listing Authority ("UKLA") for 131,906,881 New Ordinary Shares of 10.609756 pence each (of which 3,249,906 will be held in treasury) to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The New Ordinary Shares will have an ISIN of GB00BJFFLV09.
The Special Dividend of 115 pence per existing Ordinary Share, which was announced on 26 February 2019 and was conditional upon the Share Consolidation being approved, will be paid on 30 May 2019 to shareholders on the register at close of business on 26 April 2019 (with an ex-entitlement date of 29 April 2019).
Issue of Ordinary Shares and Cancellation of Treasury Shares
In order to ensure that the number of existing ordinary shares of the Company is exactly divisible by 42, the Company intends to issue 16 ordinary shares of 10.357143 pence each to the Croda International Plc Employee Benefit Trust and to cancel 2 ordinary shares held in treasury.
An application has been made for the 16 ordinary shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. Admission is expected to become effective at 8.00am UK time on 26 April 2019. The 16 ordinary shares will form part of the share consolidation described above.
Following the admission of the 16 ordinary shares, which is anticipated to take place at 8.00am UK time on 26 April 2019, and the cancellation of the 2 ordinary shares held in treasury, the Company will, until the share consolidation becomes effective on 29 April, have 135,124,122 ordinary shares of 10.357143 pence each in issue, of which 3,329,172 shares will be held in treasury.
Below is an expected timetable of for the Share Consolidation and Special Dividend:
Ex dividend date for final dividend | Thursday 11 April 2019 |
Record date for final dividend | Close of business on Friday 12 April 2019 |
Annual General Meeting | 12 noon on Wednesday 24 April 2019 |
Record date for special dividend and share consolidation | Close of business on Friday 26 April 2019 |
Last day for dealing in Existing Ordinary Shares | Friday 26 April 2019 |
Ex-dividend date for special dividend | Monday 29 April 2019 |
Commencement of dealings in New Ordinary Shares | 8.00am on Monday 29 April 2019 |
CREST accounts credited with new ordinary shares | As soon as possible after 8.00am on Monday 29 April 2019 |
Latest time and date for election to participate in DRIP for final dividend | 5.00pm on Tuesday 30 April 2019 |
Latest time and date for election to participate in DRIP for special dividend | 5.00pm on Monday 13 May 2019 |
Despatch of cheques for fractional entitlements for New Ordinary Shares; despatch of certificates of New Ordinary Shares; CREST accounts credited with value of fractional entitlements (in each case where applicable) | By Friday 17 May 2019 |
Payment date for final dividend and special dividend | Thursday 30 May 2019 |
Purchase of New Ordinary Shares for DRIP participants with respect to final and special dividend will commence on | Thursday 30 May 2019 |
Despatch of share certificates and crediting of CREST accounts in relation to DRIP purchases | On or after 3 June 2019 |
Tom Brophy
Group General Counsel & Company Secretary
25 April 2019