9 Jul 2018 07:00
7 July 2018
STOBART GROUP LIMITED
('Stobart Group' or 'the Group')
Result of AGM and change of director
Stobart Group Ltd, the Infrastructure and Support Services Group, announces the result of voting on the resolutions at its Annual General Meeting, held at 11.00 a.m. on 6 July 2018.
A poll was held on each of the resolutions. Resolutions 1 to 13 (other than Resolution 4 and 7) in the Notice of Annual General Meeting, including Resolution 2 to re-elect Iain Ferguson as a Director, were passed by the required majority.
Resolution 4, given the removal of Andrew Tinkler from the Board on 14 June 2018, was ineffective and therefore not put to a vote.
Resolution 7, given the resignation of Richard Laycock from the Board on 5 July 2018, was ineffective and therefore not put to a vote.
A further resolution (Resolution A below) was proposed from the floor of the Annual General Meeting, that Andrew Tinkler be appointed as a Director. A poll was held on this resolution and was passed by the required majority.
However, following such appointment, the Directors other than Andrew Tinkler, acting unanimously in accordance with the Company's Articles of Incorporation, removed him from his position as a Director of the Company.
Accordingly, the Board of the Company now comprises: Iain Ferguson (Chairman), Warwick Brady (Chief Executive), Andrew Wood (Senior Independent Director) and John Coombs (Non-Executive Director).
Iain Ferguson, Chairman said: "This is an important day for corporate governance in the UK and for ensuring that the interests of all shareholders are fairly represented and protected.
"I am pleased to have been re-elected. The Board will now immediately start the important process of uniting shareholders and stakeholders, and progressing our strategy to deliver further shareholder returns.
"Andrew Tinkler will not be part of this process- the Board has taken the decision again to dismiss him, following the passing of his resolution to be elected as a Director of the Company. The Board maintains the view that, notwithstanding the support of certain shareholders, given the seriousness of his breach of fiduciary duty and the impending court cases against him, it would not be in the best interests of the Company for him to act as a Director.
"The Board will now focus on ensuring that the Group's strategy is delivered, while maintaining the highest standards of corporate governance. We will be meeting with all of our colleagues face-to-face over the coming weeks to address concerns and explain our plans for ongoing growth as a united team.
"At the same time, we will seek to diversify our shareholder base to reduce concentration; we are already in discussions with potential investors who are interested in Stobart Group's growth potential.
"We will be making further Board appointments to support the delivery of the next phase of the Group's strategy. We have identified an excellent female candidate as a Non-Executive Director and we will recruit a Chief Financial Officer to replace Richard Laycock, who has stepped down from the Board.
"Stobart Group is an excellent business and an iconic brand. The Board recognises the responsibility and privilege that it has in ensuring the business is well managed for the benefit of all shareholders, staff and society. We are committed to upholding the highest standards of corporate governance and to act in the best interests of all shareholders."
The results of the poll on each resolution are set out below. In respect of Resolution A, which was put to the Annual General Meeting from the floor of the meeting, the numbers below reflect the manner in which the Chairman exercised his discretion to exercise votes for which he had been appointed as proxy for the meeting and which were not otherwise voted on that resolution:
|
For |
Against | TOTAL VOTES CAST | Votes withheld | ||||||||
Resolution | No. of votes | % | No. of votes | % | No. of votes | No. of votes | ||||||
1. To receive the Company's Annual Accounts, Directors' Report and Auditor's Report. | 299,689,732
| 99.19
| 2,433,996
| 0.81
| 302,123,728
| 1,561,542
| ||||||
2. To re-elect Iain Ferguson CBE as a Director.
| 154,741,139
| 51.21
| 147,426,975
| 48.79
| 302,168,114
| 889,435
| ||||||
3. To re-elect Warwick Brady as a Director.
|
175,714,622
| 60.23
| 116,017,900
| 39.77
| 291,732,522
| 11,975,188
| ||||||
4. Ineffective | - | - | - | - | - | - | ||||||
5. To re-elect Andrew Wood as a Director.
| 172,238,578
| 59.05
| 119,435,913
| 40.95
| 291,674,491
| 12,014,875
| ||||||
6. To re-elect John Coombs as a Director.
| 175,221,074
| 60.08
| 116,432,447
| 39.92
| 291,653,521
| 12,035,845
| ||||||
7. Ineffective | - | - | - | - | - | - | ||||||
8. To reappoint KPMG LLP as auditors of the Company.
| 301,369,301
| 99.40
| 1,811,381
| 0.60
| 303,180,682
| 504,588
| ||||||
9. To authorise the Directors to agree the auditors' remuneration.
| 303,164,118
| 99.99
| 26,585
| 0.01
| 303,190,703
| 494,568
| ||||||
10. To approve the Directors' Remuneration Report.
| 191,482,746
| 64.63
| 104,809,330
| 35.37
| 296,292,076
| 7,393,194
| ||||||
11. To grant the Directors powers to issue shares up to an aggregate value of £11,576,447.
| 228,760,380
| 77.22
| 67,492,151
| 22.78
| 296,252,531
| 7,432,740
| ||||||
12. To authorise the Directors to generally and unconditionally issue shares for cash, under the authority given by Resolution 11.
| 228,335,459
| 75.36
| 74,661,701
| 24.64
| 302,997,160
| 688,111
| ||||||
13. To authorise the Company to make one or more market acquisitions.
| 295,323,325
| 99.68
| 935,259
| 0.32
| 296,258,584
| 7,426,686
| ||||||
A. To elect Andrew Tinkler as a director (proposed from the floor of the meeting). | 152,753,164
| 51.44
| 144,174,389
| 48.56
| 296,927,553
| 6,835,232
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The number of ordinary shares in issue on 6 July 2018 was 354,328,831. 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.
A copy of resolutions 11, 12, and 13 (being the special business of the Annual General Meeting, as set out in the notice of the Annual General Meeting) passed, will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm
Disclosure under E.2.2 of the UK Corporate Governance Code
It is noted that there was significant minority vote (more than 20 per cent.) against Resolutions 2, 3, 5, 6, 10, 11, 12 and A. The Company considers these votes to be a result of the recent events which have culminated in the removal by the Company of Andrew Tinkler as a director on 14 June 2018 and again on 7 July 2018.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 956/2014.
Enquiries:
Stobart Group Limited
Warwick Brady, CEO
C/o Redleaf Communications
Redleaf Communications
Charlie Ansdell
CA@RedleafPR.com
07467443131
Guy Smith
GS@RedleafPR.com
07850771900
Joe Cockerline
JC@RedleafPR.com
07792968506