Last checked at 13 May 2022 07:00
Luceco plc
(the "Company")
13 May 2022
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held on 12 May 2022 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 | 115,783,449 | 99.99 | 15 | 0.01 | 482,163 | 72.00 |
2 | To declare a final dividend of 5.5 pence per ordinary share | 116,264,627 | 100 | 0 | 0.00 | 1,000 | 72.30 |
3 | To approve the Directors' Remuneration Report | 96,826,276 | 83.29 | 19,421,351 | 16.71 | 18,000 | 72.29 |
4 | To re-elect Giles Brandas a Director | 100,717,387 | 86.63 | 15,543,400 | 13.37 | 4,840 | 72.30 |
5 | To re-elect Caroline Brown as a Director | 108,464,008 | 93.30 | 7,791,799 | 6.70 | 9,820 | 72.30 |
6 | To re-elect John Hornbyas a Director | 116,141,121 | 99.90 | 119,666 | 0.10 | 4,840 | 72.30 |
7 | To re-elect Will Hoyas a Director | 116,145,072 | 99.90 | 117,715 | 0.10 | 2,840 | 72.30 |
8 | To re-elect Tim Surridgeas a Director | 116,136,763 | 99.90 | 119,812 | 0.10 | 9,052 | 72.30 |
9 | To elect Pim Vervaatas a Director | 104,772,242 | 90.12 | 11,483,565 | 9.88 | 9,820 | 72.30 |
10 | To re-elect Matt Webbas a Director | 116,105,001 | 99.87 | 150,806 | 0.13 | 9,820 | 72.30 |
11 | To re-appoint KPMG LLPas Auditor of the Company | 115,834,584 | 99.63 | 430,043 | 0.37 | 1,000 | 72.30 |
12 | To authorise the Audit Committee to determine the Auditor's remuneration | 116,263,047 | 99.99 | 812 | 0.01 | 1,768 | 72.30 |
13 | To make political donations and incur political expenditure | 114,973,657 | 99.26 | 861,695 | 0.74 | 430,275 | 72.04 |
14 | Authority to allot shares |
116,058,618 | 99.83 | 202,169 | 0.17 | 4,840 | 72.30 |
15* | Authority to disapply pre-emption rights | 116,239,748 | 99.98 | 21,836 | 0.02 | 4,043 | 72.30 |
16* | Authority to disapply pre-emption rights in limited circumstances | 115,814,748 | 99.62 | 446,039 | 0.38 | 4,840 | 72.30 |
17* | Authority for the Company to purchase its own shares | 115,816,284 | 99.62 | 442,392 | 0.38 | 6,951 | 72.30 |
18* | Authority to call general meetings (other than AGMs) on 14 clear days' notice | 115,712,947 | 99.53 | 549,680 | 0.47 | 3,000 | 72.30 |
19* | To approve amendments to the Articles of Association | 115,314,024 | 99.20 | 929,763 | 0.80 | 21,840 | 72.29 |
20 | To approve the Rule 9 Waiver | 86,279,211 | 74.23 | 29,958,576 | 25.77 | 27,840 | 72.29 |
* special resolution | |||||||
Independent Issued Share Capital: 87,284,533 | |||||||
No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
Number of shares | % | Number of shares | % | Number of shares | % | ||
5* | To re-elect Caroline Brown as a Director | 34,948,541 | 81.77 | 7,791,799 | 18.23 | 9,820 | 48.97 |
7* | To re-elect Will Hoyas a Director | 42,629,605 | 99.72 | 117,715 | 0.28 | 2,840 | 48.97 |
8* | To re-elect Tim Surridgeas a Director | 42,621,296 | 99.72 | 119,812 | 0.28 | 9,052 | 48.97 |
9* | To elect Pim Vervaatas a Director | 31,256,775 | 73.13 | 11,483,565 | 26.87 | 9,820 | 48.97 |
20* | To approve the Rule 9 Waiver | 12,763,744 | 29.88 | 29,958,576 | 70.12 | 27,840 | 48.95 |
*independent resolution | |||||||
For the purposes of the FCA Listing Rules, the Concert Party (being EPIC, Giles Brand, Deanmor Investments, John Hornby and his PCAs) is a controlling shareholder as a result of it holding 73,515,467 shares (35,564,260 shares, 9,466,919 shares and 28,484,288 shares respectively). Each resolution to re-elect independent non-executive directors (resolutions 5, 7, 8 and 9) 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 Rule 9 Waiver (Resolution 20). The Board is disappointed in the failure to pass the resolution by a majority of votes cast by the independent shareholders of the Company. The Board considers that the proposed waiver granted by the Panel of the obligation that would otherwise arise for the Concert Party either individually or collectively to make an offer under Rule 9 of the Takeover Code in relation to the authority to make market purchases to be in the best interests of the Company and the Non-Concert Party Shareholders as a whole. The Board remains committed to continuing an open and transparent dialogue and will, accordingly, seek to continue to engage with those shareholders regarding their views in this area.
NOTES: | ||
1. | Resolutions 1-19 were passed. Resolution 20 was not 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 10 May 2022 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 15-19 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 Matt Webb, Chief Financial Officer | via MHP Communications 020 3128 8990 | |
MHP Communications Tim Rowntree James Bavister | 020 3128 8572 | |