18 Jun 2020 15:31
18 June 2020
Ten Entertainment Group plc
(the "Company")
Results of the Annual General Meeting
ALL RESOLUTIONS PASSED
At the Company AGM held earlier today, the board is pleased to confirm all resolutions were duly passed by shareholders. The following table sets out a breakdown of voting results.
Full details of the poll results are set out below and will also be available on the Company's website www.tegplc.co.uk
No | Resolution | Votes For | % | Votes Against | % | Total Votes Cast | % of ISC Voted | Votes Withheld | Independent Votes For | % |
1 | To receive the Directors' report and the accounts for the Company for the year ended 29 December 2019 | 60,629,167 | 99.99% | 4,624 | 0.01% | 60,633,791 | 88.71% | 1,050,000 |
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2 | To approve the Directors' Remuneration Report | 48,411,360 | 79.84% | 12,222,431 | 20.16% | 60,633,791 | 88.71% | 1,050,000 |
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3 | To approve the Directors' Remuneration Policy | 47,038,961 | 76.26% | 14,644,830 | 23.74% | 61,683,791 | 90.25% | - |
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4 | To re-elect Nick Basing as a Director | 43,027,056 | 77.87% | 12,226,543 | 22.13% | 55,253,599 | 80.84% | 6,430,192 |
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5 | To elect Duncan Garrood as a Director | 53,467,269 | 88.18% | 7,166,522 | 11.82% | 60,633,791 | 88.71% | 1,050,000 |
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6 | To elect Antony Smith as a Director | 53,471,244 | 88.19% | 7,162,548 | 11.81% | 60,633,792 | 88.71% | 1,050,000 |
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7 | To re-elect Graham Blackwell as a Director | 53,467,269 | 86.68% | 8,216,522 | 13.32% | 61,683,791 | 90.25% | - |
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8 | To re-elect David Wild as a Director | 57,391,682 | 94.65% | 3,246,714 | 5.35% | 60,638,396 | 88.72% | 1,045,395 | 44,921,463 | 93.26% |
9 | To elect Adam Bellamy as a Director | 58,138,759 | 95.88% | 2,499,638 | 4.12% | 60,638,397 | 88.72% | 1,045,395 | 45,668,540 | 94.81% |
10 | To re-elect Christopher Mills as a Director | 49,081,751 | 80.99% | 11,519,803 | 19.01% | 60,601,554 | 88.67% | 1,082,237 |
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11 | To re-elect Julie Sneddon as a Director | 59,583,772 | 98.26% | 1,054,624 | 1.74% | 60,638,396 | 88.72% | 1,045,395 | 47,113,553 | 97.81% |
12 | To re-appoint PricewaterhouseCoopers LLP as auditors of the Company | 61,679,462 | 100.00% | 850 | 0.00% | 61,680,312 | 90.25% | 3,480 |
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13 | To authorise the Directors to fix the remuneration of the auditors | 61,679,462 | 100.00% | 850 | 0.00% | 61,680,312 | 90.25% | 3,480 |
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14 | To authorise the Directors to allot relevant securities in the capital of the Company up to an aggregate nominal amount of £227,500 | 61,615,706 | 99.89% | 68,086 | 0.11% | 61,683,792 | 90.25% | - |
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15 | To authorise the Directors to disapply statutory pre‐emption rights up to a nominal amount of £68,250 | 51,916,108 | 84.17% | 9,766,883 | 15.83% | 61,682,991 | 90.25% | 800 |
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16 | To authorise the Directors to disapply statutory pre‐emption rights up to an additional nominal amount of £68,250 in connection with an acquisition or specified capital investment | 51,916,108 | 84.17% | 9,766,883 | 15.83% | 61,682,991 | 90.25% | 800 |
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17 | To authorise the Company to make market purchases of its ordinary shares | 58,197,565 | 94.35% | 3,486,226 | 5.65% | 61,683,791 | 90.25% | - |
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18 | To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice | 61,506,171 | 99.71% | 177,621 | 0.29% | 61,683,792 | 90.25% | - |
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19 | To authorise the amendment to the Articles of Association | 54,062,003 | 0.88% | 7,617,508 | 12.35% | 61,679,511 | 90.24% | 4,280 |
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Notes:
1. Any proxy arrangement which gave discretion to the Chairman has been included in the "for" totals.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares 'For' or 'Against' any resolution. In accordance with Listing Rule 9.2.2, the votes of the shareholders and the independent shareholders are set out separately in the above table.
3. The number of shares in issue at 6.00pm on 15 June 2020 was 68,346,970 (the "Share Capital"). The Company does not hold any shares in treasury.
Resolution 2 and 3
The Board is pleased that the Directors' Remuneration Report and the Directors' Remuneration Policy were approved but notes the number of votes against these resolutions exceeded 20% in both cases. The Company will now undertake a full independent review of its remuneration policy and reporting overseen by the Remuneration Committee and will report on this later in the year. Until a full review has been completed, and the business is fully reopened, the Board do not intend to award any LTIPs in respect of 2020.
Resolution 4
The re-election of Nick Basing received votes in favour of over 77%. As required by the Corporate Governance Code the Board thought very carefully about Nick's independence and specifically considered his tenure and previous roles in the Group and were satisfied that these have not compromised his independence in any way. This is laid out in detail in the Annual Report.
In accordance with Listing Rule 9.6.2, copies of resolutions passed at the Annual General Meeting concerning items other than ordinary business will shortly be available for inspection on the National Storage Mechanism which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Ten Entertainment Group plc via Instinctif Partners
Duncan Garrood, Chief Executive Officer
Antony Smith, Chief Financial Officer
Instinctif Partners Tel: 020 7457 2020
Matthew Smallwood
Jack Devoy