Last checked at 12 Feb 2018 07:00
Renew Holdings plc
("Renew" or the "Group")
Posting of Circular and Notice of General Meeting
Renew (AIM: RNWH), the Engineering Services Group supporting UK infrastructure, announces that a circular (the "Circular") containing a notice convening a General Meeting of the Company has been posted to shareholders.
The General Meeting is to be held at the registered office of the Company at Yew Trees, Main Street North, Aberford, West Yorkshire LS25 3AA on 26 February 2018 at 4.00 p.m.
The Company held its annual general meeting on 31 January 2018 (the "2018 AGM"), at which all of the resolutions proposed were duly passed. Since the 2018 AGM, it has come to the attention of the Board that resolution 9, which was proposed and passed as a special resolution at that meeting, was stated to expire at the end of the 2018 AGM, that is, the meeting at which it was passed. In addition, that resolution also only gave authority to allot shares, or grant rights over shares, representing approximately five per cent. of the Company's issued share capital, whereas it is considered standard for that authority to be for an amount equal to one third of the issued share capital. As such the Company does not have in place any authority for the directors to allot shares, or grant rights over shares. The directors consider it prudent, and best practice, to have a 'standing' authority in place to allot shares, or grant rights over shares, up to an amount equal to one third of the Company's issued share capital.
Resolution 1 to be proposed at the General Meeting
Resolution 1, if passed, will grant the directors of the Company authority to allot shares, or grant rights over shares, up to an aggregate nominal amount of £2,086,382 (being approximately one third of the Company's current issued share capital as at 6 February 2018 (being the latest practicable date prior to publication of this document)). This authority, if granted, will replace and be in substitution for all existing like authorities (if any) and will expire at the conclusion of the Company's 2019 annual general meeting or on 30 April 2019, whichever is earlier. The authority being sought is in line with the Share Capital Management Guidelines issued by The Investment Association.
Resolution 2 to be proposed at the General Meeting
As resolution 10 passed at the 2018 AGM (disapplication of pre-emption rights) refers back to the authority granted pursuant to resolution 9 at that meeting (which, as noted above, has now expired), the directors are also proposing Resolution 2 at the General Meeting to give the directors some flexibility to raise capital through a non-pre-emptive issues of shares.
Resolution 2, if passed, disapplies the statutory pre-emption rights which would otherwise apply on an issue of shares for cash and is limited to allotments in connection with rights issues, or otherwise up to a maximum nominal amount of £312,957 (being approximately five per cent. of the Company's current issued share capital as at 6 February 2018 (being the latest practicable date prior to publication of this document)). The power being sought is in line with the Pre-emption Group's Statement of Principles. This power, if granted, will replace and be in substitution for all existing like powers and will expire at the conclusion of the Company's 2019 annual general meeting or on 30 April 2019, whichever is earlier.
The Circular provides more information on the Resolutions to be put to the General Meeting and is available on the Company's website at www.renewholdings.com.
Enquiries:
Renew Holdings plc | Tel: 0113 281 4200 | ||
Paul Scott, Chief Executive | |||
Sean Wyndham-Quin, Group Finance Director | |||
Numis Securities Limited | Tel: 020 7260 1000 | ||
Stuart Skinner/ Kevin Cruickshank (Nominated Adviser) | |||
Michael Burke (Corporate Broker) | |||
Walbrook PR | Tel: 020 7933 8780 or renew@walbrookpr.com | ||
Paul McManus | Mob: 07980 541 893 | ||
Lianne Cawthorne | Mob: 07584 391 303 | ||
About Renew Holdings plc
Engineering Services, which accounts for over 80% of Group revenue and 90% of operating profit, focuses on the key markets of Energy (including Nuclear), Environmental and Infrastructure, which are largely governed by regulation and benefit from non-discretionary spend with long-term visibility of committed funding.
Specialist Building focuses on the High Quality Residential market in London and the Home Counties.
For more information please visit the Renew Holdings plc website: www.renewholdings.com