Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.
If you have sold or otherwise transferred all your shares in Anpario plc, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee, save that you should not forward or transmit such documents in or into any jurisdiction in which to do so would constitute a violation of that jurisdiction’s relevant laws. If you sell or have sold or otherwise transferred only part of your holding of shares, you should retain this document and the accompanying proxy form.
This document is being sent to you solely for the purpose of convening the Annual General Meeting referred to below and to provide information to you as a member of the Company to help you to decide how to cast your vote in respect of the resolutions to be proposed at the meeting. No reliance may be placed on this document for any other purpose.
Notice of Annual General Meeting (“AGM”)
Notice is hereby given that the AGM of Anpario plc will be held at the offices of Peel Hunt LLP, Moor House, 120, London Wall, London EC2Y 5ET on Thursday 27th June 2019, at 10.30 am to consider and, if thought fit, pass the following resolutions as ordinary resolutions other than resolutions 6 and 7 which will be proposed as special resolutions of the Company.
To receive the accounts for the year ended 31st December 2018, together with the reports of the Directors and of the auditors thereon.
To declare a final dividend of 5.0p per Ordinary share payable on 26th July 2019 to shareholders on the register at close of business on 12th July 2019.
To re-elect Richard P Edwards as a Director, who retires by rotation.
To re-appoint Deloitte LLP as auditors and to authorise the Directors to agree the auditors’ remuneration.
That, pursuant to Section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”):
(a) up to an aggregate nominal amount of £1,759,375; and
(b) up to an additional aggregate nominal amount of £1,759,375 provided that such Rights are offered by way of a rights issue to holders of Ordinary shares of 23p each in the capital of the Company (“Ordinary shares”) on the register of members at such record date(s) as the Directors may determine, where the shares or equity securities respectively attributable to the interests of the holders of Ordinary shares are proportionate (as nearly as may be practicable) to the respective number of Ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,
and provided that:
- such authority shall, unless revoked varied or renewed by the Company, expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, on 27th September 2020, save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or Rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such Rights pursuant to any such offer or agreement as if this authority had not expired; and
- this resolution revokes and replaces all unexercised authorities previously granted to the Directors in accordance with Section 551 of the Companies Act 2006 to allot shares or grant Rights but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
That, subject to the passing of resolution 5 and pursuant to Sections 570 and 573 of the Companies Act 2006, the Directors be and are generally empowered to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash pursuant to the authority granted by resolution 5 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise):
- to holders of Ordinary shares of 23p each in the capital of the Company (“Ordinary shares”) in proportion (as nearly as practicable) to the respective numbers of Ordinary shares held by them; and
- to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange;
(b) otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £533,144
and provided that:
(1) this power shall, unless previously revoked varied or renewed by the Company, expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, on 27th September 2020, save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted for cash (and/or treasury shares to be sold) after this power expires and the Directors may allot equity securities for cash (and/or sell treasury shares) pursuant to any such offer or agreement as if this power had not expired; and
(2) this resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if Section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
That, pursuant to Section 701 of the Companies Act 2006, the Company be and it is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of Ordinary shares of 23p each in the capital of the Company (“Ordinary shares”) provided that:
(a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 2,318,017;
(b) the minimum price (excluding expenses) which may be paid for an Ordinary share is 23p;
(c) the maximum price (excluding expenses) which may be paid for an Ordinary share is not more than the higher of:
- an amount equal to 105% of the average of the middle market quotations for an Ordinary share as derived from the AIM appendix to the London Stock Exchange Daily Official List for the five business days before the purchase is made; and
- an amount equal to the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary share on the trading venue where the purchase is carried out;
(d) the authority hereby conferred shall, unless revoked varied or renewed by the Company, expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, on 27th September 2020; and
(e) the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and the Company may make a purchase of Ordinary shares in pursuance of any such contract or contracts.
The Board of Anpario plc considers all of the proposed resolutions to be in the best interests of shareholders as a whole and accordingly recommends that shareholders vote in favour of all the resolutions proposed.
By Order of the Board
Karen L Prior
6th March 2019
Notes to the Notice of Annual General Meeting (“AGM”)
Entitlement to attend and vote
- Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members 48 hours (excluding non-business days) before the time of the AGM shall be entitled to attend and vote at the AGM.
Appointment of proxies
- If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM and you should have received a proxy form with this notice of AGM. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
- A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
- You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the registrars of the Company, Share Registrars Limited on 01252 821390 during normal office opening hours.
- A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Appointment of proxy using hard copy proxy form
- The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
- completed and signed;
- sent or delivered to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by facsimile transmission to 01252 719232;
- alternatively, the completed proxy form can be scanned and emailed to email@example.com; and
- in any case received by Share Registrars Limited no later than 48 hours (excluding non-business days) prior to the AGM.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxy by joint members
- In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
- To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited on 01252 821390 during normal office opening hours.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
- In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by facsimile transmission to 01252 719232. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. In either case, the revocation notice must be received by Share Registrars Limited no later than 48 hours (excluding non-business days) prior to the AGM.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.
Issued shares and total voting rights
- As at 6th March 2019 the Company’s issued share capital comprised 23,323,215 Ordinary shares of 23p each of which 143,042 Ordinary shares were held in treasury. With the exception of treasury shares each Ordinary share carries the right to one vote at an AGM of the Company and, therefore, the total number of voting rights in the Company as at 6th March 2019 was 23,180,173.
Explanatory Notes on the Resolutions to be sent to Shareholders
Resolution 1: Annual Report
The Directors must present the annual accounts (together with their report and the auditors’ report) to the Annual General Meeting. This gives shareholders the opportunity to ask questions on the content before voting on the resolution. The accounts and report are all contained in the Company’s Annual Report.
Resolution 2: Dividends
Subject to shareholder approval, a final dividend of 5.0p per Ordinary share payable on 26th July 2019 to Ordinary shareholders has been recommended by the Directors for the year ended 31st December 2018. The final dividend cannot exceed the amount recommended by the Directors.
Resolutions 3: Directors
The Company’s Articles of Association require one third of the Directors to retire and submit themselves for election each year. Under the Articles, this year it is the turn of Richard P Edwards to retire and submit himself to re-election at this year’s AGM.
Resolution 4: Appointment of Auditors and Remuneration of the Auditors
An ordinary resolution will be proposed to re-appoint Deloitte LLP as the Company’s auditors to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company; and to authorise the Directors to determine the remuneration payable to the auditors.
Resolution 5: Directors’ Authority to Allot Shares
This resolution seeks shareholder approval for the Directors to be authorised under the provisions of Section 551 of the Companies Act 2006 to allot shares or grant such subscription or conversion rights up to a maximum aggregate nominal value of £3,518,749 representing approximately two-thirds of the existing share capital, but subject to the proviso that half of such sum (being shares with an aggregate nominal value of £1,759,375) may only be allotted in connection with a rights issue or similar pre-emptive share issue. This power will last until the conclusion of the next AGM of the Company or, if earlier, until 27th September 2020.
Resolution 6: Directors’ Power to Disapply Pre-emption Rights
This resolution, which will be proposed as a special resolution, supplements the Directors’ authority to allot shares in the Company proposed by resolution 5. Section 561 of the Companies Act 2006 requires a company proposing to allot equity securities (which includes selling shares held in treasury) to offer them first to existing shareholders in proportion to their existing shareholdings. Equity securities includes Ordinary shares (the only class of share capital the Company has at present) but does not include shares issued under employee share schemes. If resolution 6 is passed, the requirement imposed by Section 561 will not apply to allotments by the Directors in two cases:
- in connection with a rights (or similar) issue, where strict application of the principle in Section 561 could (for example) either result in fractional entitlements to shares arising or require the issue of shares where this would be impractical because of local, legal or regulatory requirements in any given overseas jurisdiction; and
- allotments of shares for cash up to a total nominal value of £533,144 (representing approximately 10% of the Company’s issued share capital at 6th March 2019). This gives the Directors flexibility to take advantage of business opportunities as they arise, whilst the 10% limit ensures that existing shareholders’ interests are protected in accordance with guidelines issued by institutional investors’ bodies.
This authority will expire at the conclusion of the next AGM of the Company or, if earlier, until 27th September 2020, except in so far as commitments to allot shares have been entered into before that date.
Resolution 7: Company’s Authority to Purchase Shares
In some circumstances, companies can find it advantageous to use surplus funds to make market purchases of their own shares. Shares purchased in this way may either be cancelled (thus reducing the total number of shares in issue and potentially increasing future earnings on the remaining shares) or held as treasury shares in accordance with the Companies Act 2006.
This resolution, which will be proposed as a special resolution, seeks to renew the existing authority for the Company to purchase its own shares in the market.
The maximum price at which the shares may be purchased is 105% of the average of the middle market values of those shares for the five business days before the purchase is made.
Purchases of shares under the proposed authority are governed by the Market Abuse Regulation and by the AIM Rules for Companies of the London Stock Exchange and to comply with its obligations, the Company adheres to a dealing code. The Company would not exercise the authority at a time when the Directors would be precluded from dealing in the Company’s shares under its dealing code. This proposal should not be taken as an indication that the Company would purchase shares at any particular price or to imply any opinion on the part of the Directors as to the market or other value of the Company’s shares.
The Companies Act 2006 enables the Company to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares in accordance with that Act. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company’s share schemes. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of those shares. Further, no dividend or distribution of the Company’s assets may be made to the Company in respect of those shares whilst held in treasury.
Accordingly, if the Directors exercise the authority conferred by resolution 7, the Company will have the option of holding those shares in treasury rather than cancelling them.
As at 6th March 2019, the Company had 23,323,215 Ordinary shares in issue of which 143,042 Ordinary shares were held in treasury. This resolution seeks authority to purchase a maximum of 2,318,017 shares, representing approximately 10% of the issued share capital as at 6th March 2019, excluding the Ordinary shares held in treasury.