16 Aug 2017 12:59
MBL Group plc ("the "Company")
Requisition of General Meeting
The Company announces that it has today received a further requisition notice from HSBC Global Custody (UK) Limited (the nominee holding shares on behalf of Keith Staton), which holds 10.39% of the issued share capital of the Company, to hold a general meeting of the Company pursuant to section 303 of the Companies Act 2006 (the "Second Requisitioned General Meeting").
The object of the Second Requisitioned General Meeting is to propose the following special resolution:
"1. That pursuant to Article 21.1 of the Companys (sic) articles of association, the directors shah (sic), immediately following the date of this resolution, cancel all bonus schemes, option schemes, commission arrangements or similar arrangements in so far as they confer a benefit or potential benefit on any director, provided that the scheme or arrangement does not form part of any director's service contract (including the contractual service arrangements between the Company and any non-executive director).
2. That pursuant to Article 21.1 of the Company's articles of association, the directors shall not be empowered to approve any bonus policies or similar arrangements in respect of any director, past, present or future, (pursuant to Article 26.3, Article 27.1 or Article 27.3 of the Company's articles of association, or otherwise) without first obtaining approval of the Company's members by way of ordinary resolution.",
(the "Second Requisitioned Resolution").
For the avoidance of doubt, the Second Requisitioned General Meeting is in addition to the general meeting to be held on 11 September 2017, which was requisitioned on behalf of Keith Staton in a notice received by the Company on 25 July 2017 (the "First Requisition Notice") and convened by the Company on 14 August 2017.
Avid readers of these resolutions will note that the Second Requisitioned Resolution is an amended version of the special resolution described in the First Requisition Notice (the "First Requisitioned Resolution"), complete with new typographical errors. For the avoidance of doubt, the Company will correct these errors when it sends notice of the meeting.
The Company notes that, on the basis that the First Requisition Notice has not been withdrawn, the Company is obliged to propose the Second Requisitioned Resolution at a different meeting to that at which the First Requisitioned Resolution will be considered.
The Company considers the time, cost and expense of convening the Second Requisitioned General Meeting to be an unnecessary further distraction from the sale process described in the Company's announcement dated 14 August 2017 and that the Second Requisitioned Resolution, if passed, would further hamper the Company's ability to attract appropriate talent to the Company if that became necessary.
On or before 5 September 2017, unless the requisition is withdrawn, the Company will send a notice to shareholders convening the Second Requisitioned General Meeting, to be held within 28 days of such notice.
For further information, please contact:
MBL Group plc Tel: 01772 440440
Tim Jackson-Smith / Peter Palframan
SPARK Advisory Partners Limited Tel: 0113 370 8970
(NOMAD)
Sean Wyndham-Quin
Mark Brady