25 Jun 2020 16:05
25 June 2020
LAMPRELL PLC("Lamprell" or the "Company", and with its subsidiaries the "Group")
RESULTS OF 2020 AGM
The Company held its 2020 Annual General Meeting today at 6.00PM local time, at the Lamprell Hamriyah offices in Sharjah, United Arab Emirates. Meeting attendance was reduced to the minimum necessary quorum of shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. All resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below:
Resolution no | Resolution | TOTAL SHARES VOTED | FOR/ DISCRETION | % | AGAINST | % | WITHHELD | ||||
| Ordinary Business |
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1 | 2019 Report and Accounts | 260,480,393 | 259,517,608 | 99.6 | 962,785 | 0.4 | 2,312 | ||||
2 | 2019 Annual Report on Remuneration | 260,481,705 | 204,614,733 | 78.6 | 55,866,972 | 21.4 | 1,000 | ||||
3 | Re-elect John Malcolm as a director of the Company | 260,482,705 | 257,246,510 | 98.8 | 3,236,195 | 1.2 | 0 | ||||
4 | Re-elect Christopher McDonald as a director of the Company | 260,482,705 | 260,469,825 | 99.9 | 12,880 | 0 | |||||
5 | Re-elect Antony Wright as a director of the Company | 260,482,705 | 260,469,825 | 99.9 | 12,880 | 0 | |||||
6 | Re-elect James Dewar as a director of the Company | 205,592,108 | 205,579,228 | 99.9 | 12,880 | 54,890,597 | |||||
7 | Re-elect James Dewar as a director of the Company (Independent Shareholder vote) | 92,418,817 | 92,396,937 | 99.9 | 12,880 | 54,890,597 | |||||
8 | Re-elect Debra Valentine as a director of the Company | 205,591,852 | 204,338,868 | 99.4 | 1,252,984 | 0.6 | 54,890,853 | ||||
9 | Re-elect Debra Valentine as a director of the Company (Independent Shareholder vote) | 92,409,561 | 91,156,577 | 98.6 | 1,252,984 | 1.4 | 54,890,853 | ||||
10 | Re-elect Mel Fitzgerald as a director of the Company | 205,592,108 | 203,376,339 | 98.9 | 2,215,769 | 1.1 | 54,890,597 | ||||
11 | Re-elect Mel Fitzgerald as a director of the Company (Independent Shareholder vote) | 92,409,817 | 91,434,152 | 98.9 | 975,665 | 1.1 | 54,890,597 | ||||
12 | Re-appoint Deloitte LLP as auditors of the Company | 260,480,393 | 260,478,825 | 99.9 | 1,568 | 2,312 | |||||
13 | Authorise the Audit & Risk Committee to fix the auditors' remuneration | 260,480,393 | 260,478,825 | 99.9 | 1,568 | 2,312 | |||||
| Special Business |
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14 | Authorise the directors to allot shares pursuant to Article 5.1 | 260,470,783 | 205,556,237 | 78.9 | 54,914,546 | 21.1 | 11,922 | ||||
15 | Pre-emption rights pursuant to Article 5.2 | 260,471,705 | 205,568,436 | 78.9 | 54,903,269 | 21.1 | 11,000 | ||||
16 | Directors' authority to make market purchases of its own shares | 260,482,705 | 259,483,873 | 99.6 | 998,832 | 0.4 | 0 | ||||
17 | Amending the Articles of Association | 260,482,449 | 260,480,137 | 99.9 | 2,312 | 256 | |||||
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total.
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 and is not included in the total proxy votes received for each resolution.
3. Number of ordinary shares of 5 pence each in issue at meeting date: 341,726,570.
4. The Controlling Shareholder (as defined in the AGM Notice) was not eligible to vote on resolutions 7, 9 and 11. Voting on resolutions 7, 9 and 11 was by Independent Shareholders (as defined in the AGM Notice) only. The Controlling Shareholder holds a total of 113,182,291 Ordinary Shares, equating to 33.12% of the issued ordinary share capital with voting rights.
5. The Board would like to thank its shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed with very significant majorities, the Board notes that Resolutions 2, 14 and 15 (i.e. against the 2019 DRR and to authorise the Directors to make allotments of shares), were passed with around 21% of votes cast against them. The Board is disappointed with the outcome and acknowledges the views and concerns voiced by a major shareholder with whom the non-executive Chairman and CEO have engaged ahead of this meeting. While the Board has an understanding of the concerns raised by the shareholder, the Board considers that the vote against the Resolutions does not accurately reflect those concerns. Resolution 2 was an advisory vote and Resolutions 14 and 5 were proposed in accordance with routine practice for UK-listed companies and complied with the guidance published by the Investment Association and the Pre-Emption Group. The Board has no present intention to exercise these authorities but considers that it is advisable to have the flexibility to do so in appropriate circumstances given the current macro environment. The Board will continue to consult and engage with the relevant major shareholder in order to understand better their reasons for voting against these resolutions. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Board shall provide an update on this engagement process within six months of the AGM.
Copies of the resolutions passed as Special Business will be submitted to the National Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- Ends -
Enquiries:
Lamprell plc
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Tulchan Communications, London | |||||||
Martin Robinson | +44 (0) 207 353 4200 | ||||||
Martin Pengelley Harry Cameron |
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Notes to editors
Lamprell, based in the United Arab Emirates ("UAE") and with over 40 years' experience, is a leading provider of fabrication, engineering and contracting services to the offshore and onshore oil & gas and renewable energy industries. The Group has established leading market positions in the fabrication of shallow-water drilling jackup rigs, liftboats, land rigs, and rig refurbishment projects, and it also has an international reputation for building complex offshore and onshore process modules and fixed platforms.
Lamprell employs more than 4,000 people across multiple facilities, with its primary facilities located in Hamriyah, in the UAE. Combined, the Group's facilities cover approximately 800,000m2 with over 1.5 km of quayside. In addition, the Group has facilities in Saudi Arabia (through a joint venture agreement).
Lamprell is listed on the London Stock Exchange (symbol "LAM").