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10 May 2023 15:28
Luceco plc
(the "Company")
10 May 2023
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held on 10 May 2023 at the offices of Numis at 45 Gresham St, London EC2V 7BF each of the resolutions set out in the Notice of Annual General Meeting were voted by way of a poll. The results of the poll for each resolution were as follows:
No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
Number of shares | % | Number of shares | % | Number of shares | % | ||
1 | To receive the Annual Report and Accounts | 123,016,100 | 100.00% | 4,891 | 0.00% | 438,577 | 76.51% |
2 | To declare a final dividend of 3.0 pence per ordinary share | 123,456,237 | 100.00% | 522 | 0.00% | 2,809 | 76.78% |
3 | To approve the Directors' Remuneration Report | 117,472,357 | 95.17% | 5,959,262 | 4.83% | 27,949 | 76.76% |
4 | To approve the Directors' Remuneration Policy | 117,475,240 | 95.43% | 5,629,767 | 4.57% | 354,561 | 76.56% |
5 | To re-elect Giles Brand as a Director | 112,380,678 | 91.04% | 11,063,308 | 8.96% | 15,582 | 76.77% |
6 | To re-elect Caroline Brown as a Director | 123,102,527 | 99.72% | 344,319 | 0.28% | 12,722 | 76.77% |
7 | To re-elect John Hornbyas a Director | 121,010,979 | 98.02% | 2,443,007 | 1.98% | 5,582 | 76.77% |
8 | To re-elect Will Hoyas a Director | 120,999,632 | 98.02% | 2,447,214 | 1.98% | 12,722 | 76.77% |
9 | To re-elect Tim Surridgeas a Director | 115,888,740 | 93.88% | 7,558,873 | 6.12% | 11,955 | 76.77% |
10 | To re-elect Pim Vervaatas a Director | 120,674,411 | 97.75% | 2,772,435 | 2.25% | 12,722 | 76.77% |
11 | To elect Julia Hendricksonas a Director | 123,441,955 | 100.00% | 4,891 | 0.00% | 12,722 | 76.77% |
12 | To re-appoint KPMG LLPas Auditor of the Company | 123,013,740 | 99.65% | 431,891 | 0.35% | 13,937 | 76.77% |
13 | To authorise the Audit Committee to determine the Auditor's remuneration | 123,440,740 | 99.99% | 14,891 | 0.01% | 3,937 | 76.78% |
14 | To make political donations and incur political expenditure | 122,126,151 | 99.27% | 902,835 | 0.73% | 430,582 | 76.51% |
15 | Authority to allot shares | 120,935,124 | 97.96% | 2,518,862 | 2.04% | 5,582 | 76.77% |
16* | Authority to disapply pre-emption rights | 122,899,874 | 99.55% | 554,112 | 0.45% | 5,582 | 76.77% |
17* | Authority to disapply pre-emption rights in limited circumstances | 122,862,374 | 99.52% | 591,612 | 0.48% | 5,582 | 76.77% |
18* | Authority for the Company to purchase its own shares | 122,948,232 | 99.59% | 506,522 | 0.41% | 4,814 | 76.78% |
19* | Authority to call general meetings (other than AGMs) on 14 clear days' notice | 122,102,192 | 98.90% | 1,352,562 | 1.10% | 4,814 | 76.78% |
20 | To approve the Rule 9 Waiver | 108,853,624 | 92.47% | 8,859,006 | 7.53% | 5,746,938 | 73.20% |
21 | To approve waiver of Rule 9 of the Takeover Code as a result of the exercise of 510,608 options by John Hornby | 117,722,162 | 95.36% | 5,731,823 | 4.64% | 5,583 | 76.77% |
22 | To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213 options awarded to John Hornby on 31 March 2022 | 117,722,162 | 95.36% | 5,721,823 | 4.64% | 15,583 | 76.77% |
23 | To approve waiver of Rule 9 of the Takeover Code of the award and subsequent exercise of 492,956 options awarded to John Hornby | 117,389,855 | 95.09% | 6,064,490 | 4.91% | 5,223 | 76.78% |
* special resolution | |||||||
Independent Issued Share Capital: 86,795,189 | |||||||
No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
Number of shares | % | Number of shares | % | Number of shares | % | ||
6* | To re-elect Caroline Brown as a Director | 49,581,758 | 99.31% | 344,319 | 0.69% | 12,722 | 57.52% |
9* | To re-elect Tim Surridgeas a Director | 42,367,971 | 84.86% | 7,558,873 | 15.14% | 11,955 | 57.52% |
10* | To re-elect Pim Vervaatas a Director | 47,153,642 | 94.45% | 2,772,435 | 5.55% | 12,722 | 57.52% |
11* | To elect Julia Hendrickson as a Director | 49,921,186 | 99.99% | 4,891 | 0.01% | 12,722 | 57.52% |
18* | Authority for the Company to purchase its own shares | 49,427,463 | 98.99% | 506,522 | 1.01% | 4,814 | 57.53% |
20* | To approve the Rule 9 Waiver | 35,332,855 | 79.95% | 8,859,006 | 20.05% | 5,746,938 | 50.92% |
21* | To approve waiver of Rule 9 of the Takeover Code as a result of the exercise of 510,608 options by John Hornby | 44,201,393 | 88.52% | 5,731,823 | 11.48% | 5,583 | 57.53% |
22* | To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213 options awarded to John Hornby on 31 March 2022 | 44,201,393 | 88.54% | 5,721,823 | 11.46% | 15,583 | 57.52% |
23* | To approve waiver of Rule 9 of the Takeover Code of the award and subsequent exercise of 492,956 options awarded to John Hornby | 43,869,086 | 87.86% | 6,064,490 | 12.14% | 5,223 | 57.53% |
*independent resolution | |||||||
For the purposes of the FCA Listing Rules, the Concert Party (being ESO Investments 2 Limited, Giles Brand, Deanmor Investments, John Hornby and his PCAs) is a controlling shareholder as a result of it holding 74,004,811 shares (35,564,260 shares, 9,466,919 shares and 28,973,632 shares respectively). Each resolution to re-elect independent non-executive directors (resolutions 6, 9, 10 and 11) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (i) the shareholders of the Company as a whole; and (ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
Per the Notice of AGM, the members of the Concert Party were not entitled to vote on the Authority for the Company to purchase its own shares or the Rule 9 Waiver Resolutions (Resolutions 18, 20, 21, 22 and 23).
Since the 2022 AGM the Company has engaged regularly with shareholders regarding Resolution 20 - The Rule 9 Waiver and is delighted that the resolution passed with 79.95% of participating independent shareholders voting in favour. However as 20.05% of participating independent shareholders voted against Resolution 20, the Board will continue to engage as appropriate with those shareholders who did not support the Resolution in order to understand the reasons for their vote against the proposal and to continue a transparent and constructive dialogue in this area.
The Board continues to consider that the ability for the Company to buy back shares is in the best interests of all shareholders, particularly in light of the current share price levels, which presents an opportunity to generate attractive returns for all shareholders through allocating capital to buying back ordinary shares.
NOTES: | ||
1. | All Resolutions were passed. | |
2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution. | |
3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution. | |
4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution. | |
5. | The number of shares in issue at close of business on 8 May 2023 was 160,800,000 (the "Share Capital") and at that time, the Company did not hold any shares in treasury. | |
6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital. | |
7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.lucecoplc.com | |
8. | A copy of resolutions 16-19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. | |
9. | These poll results will be available shortly on the Company's website at www.lucecoplc.com | |
For further information please contact: | ||
Luceco plc John Hornby, Chief Executive Officer Will Hoy, Chief Financial Officer | via MHP Communications 020 3128 8276 | |
MHP Communications Tim Rowntree Ollie Hoare | 020 3128 8004 | |
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