Last checked at 25 Jun 2020 14:21
25 June 2020
HSS Hire Group plc
Results of Annual General Meeting ("AGM")
Free float of shares
At the AGM of HSS Hire Group plc held today at 11.00 am at Hilton Garden Inn Heathrow, Pavilion Centre, Eastern Perimeter Road, Hatton Cross, Heathrow, TW6 2SQ, all resolutions set out in the Notice of Meeting were voted on a poll and were passed by the requisite majorities.
Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 18 were passed as special resolutions. The results of the poll are set out below.
Ordinary resolutions | Votesfor | % Votes for 1 | Votesagainst | % Votes against 1 | Total votes validly cast | % of Issued share capital voted 1,2,3 | Votes withheld 2 |
Resolution 1: Receive annual report and accounts | 146,814,527 | 100.00 | 3,315 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 2: Approve remuneration report | 146,804,325 | 99.99 | 12,539 | 0.01 | 146,816,864 | 86.26% | 2,714 |
Resolution 3: Re-election of Alan Peterson | 146,813,521 | 100.00 | 4,321 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 4: Re-election of Amanda Burton | 146,813,521 | 100.00 | 4,321 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 5: Re-election of Douglas Robertson | 146,813,997 | 100.00 | 3,845 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 6: Re-election of Thomas Sweet-Escott | 146,813,521 | 100.00 | 4,321 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 7: Re-election of Steve Ashmore | 146,813,997 | 100.00 | 3,845 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 8: Re-election of Paul Quested | 146,813,997 | 100.00 | 3,845 | 0.00 | 146,817,842 | 86.26% | 1,736 |
Resolution 9: Re-appoint BDO LLP as auditors | 146,811,562 | 100.00 | 6,826 | 0.00 | 146,818,388 | 86.26% | 1,190 |
Resolution 10: Authorise directors to agree auditors' remuneration | 146,813,099 | 100.00 | 5,289 | 0.00 | 146,818,388 | 86.26% | 1,190 |
Resolution 11: Renew authority to allot new shares | 146,809,668 | 99.99 | 7,698 | 0.01 | 146,817,366 | 86.26% | 2,212 |
Resolution 12: Political donations | 146,782,594 | 99.98 | 35,199 | 0.02 | 146,817,793 | 86.26% | 1,785 |
Resolution 13: Approve amendments to directors' remuneration policy and Long Term Incentive Plan | 146,802,910 | 99.99 | 11,185 | 0.01 | 146,814,095 | 86.26% | 5,483 |
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | |||||||
Ordinary resolutions | Votesfor | % Votes for 1 | Votesagainst | % Votes against 1 | Total votes validly cast | % of Issued share capital voted 1,2,4 | Votes withheld 2 |
Resolution 4: Re-election of Amanda Burton | 61,131,813 | 99.99 | 4,321 | 0.01 | 61,136,134 | 72.33% | 1,736 |
Resolution 5: Re-election of Douglas Robertson | 61,132,289 | 99.99 | 3,845 | 0.01 | 61,136,134 | 72.33% | 1,736 |
Special resolutions | Votes for | % Votes for 1 | Votesagainst | % Votes against 1 | Total votes validly cast | % of Issued share capital voted 1,2,3 | Votes withheld 2 |
Resolution 14: Disapplication of pre-emption rights to allotment of equity securities | 146,809,616 | 99.99 | 8,058 | 0.01 | 146,817,674 | 86.26% | 1,904 |
Resolution 15: Disapplication of pre-emption rights for financing or capital investment | 146,812,163 | 100.00 | 5,035 | 0.00 | 146,817,198 | 86.26% | 2,380 |
Resolution 16: Authority to purchase own shares | 146,812,748 | 100.00 | 5,521 | 0.00 | 146,818,269 | 86.26% | 1,309 |
Resolution 17: Approve adoption of new articles | 146,813,416 | 100.00 | 3,831 | 0.00 | 146,817,247 | 86.26% | 2,331 |
Resolution 18: Notice of general meetings | 146,813,627 | 100.00 | 5,237 | 0.00 | 146,818,864 | 86.26% | 714 |
Notes:
1. The percentages above are rounded to two decimal places.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
3. The number of ordinary shares in issue on 25 June 2020 was 170,207,142. Shareholders are entitled to one vote per share.
4. The number of ordinary shares in issue on 25 June 2020 controlled by Independent Shareholders as defined in the explanatory notes to the Notice of the Annual General Meeting circulated on 2 June 2020.
Copies of resolutions 14 to 18, being resolutions other than resolutions concerning ordinary business passed by the Company at the above AGM, have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Free float
The continued improvement in the Group's performance is leading to increased investor interest. However, the Company is cognisant of the level of the free float of its shares, which currently stands at c.13.75%.
The Board and its advisors believe that:
(a) the market in the Company's shares operates properly, with a greater level of liquidity than many companies of its size;
(b) continued progress in the Group's operational performance, including the demonstration of resilience through the period of disruption resulting from COVID-19, may lead to increased interest in the Company's shares from investors, both institutional and retail, thereby improving the level of free float.
The Company has been in dialogue with the FCA and agreed a modification of listing rule 9.2.15R, which would otherwise require a free float of at least 25%, until 20 August 2021. The Board expects to extend the free float in the Company's shares during this time; however the Board is also able to consider multiple other options.