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Luceco PLC (LUCE)

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Friday 13 May, 2022

Luceco PLC

Result of AGM

RNS Number : 3631L
Luceco PLC
13 May 2022
 

Luceco plc

(the "Company")

 

13 May 2022

 

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held on 12 May 2022 at the offices of Numis at 45 Gresham St, London EC2V 7BF each of the resolutions set out in the Notice of Annual General Meeting were voted by way of a poll. The results of the poll for each resolution were as follows:

 

No.

Resolution

 

For

Against

 

Votes Withheld

Total issued share capital instructed

Number of shares

%

Number of shares

%

Number of shares

%

1

To receive the Annual Report and Accounts

115,783,449

99.99

15

0.01

482,163

72.00

2

To declare a final dividend of 5.5 pence per ordinary share

116,264,627

100

0

0.00

1,000

72.30

3

To approve the Directors' Remuneration Report

96,826,276

83.29

19,421,351

16.71

18,000

72.29

4

To re-elect Giles Brand
as a Director

100,717,387

86.63

15,543,400

13.37

4,840

72.30

5

To re-elect Caroline Brown as a Director

108,464,008

93.30

7,791,799

6.70

9,820

72.30

6

To re-elect John Hornby
as a Director

116,141,121

99.90

119,666

0.10

4,840

72.30

7

To re-elect Will Hoy
as a Director

116,145,072

99.90

117,715

0.10

2,840

72.30

8

To re-elect Tim Surridge
as a Director

116,136,763

99.90

119,812

0.10

9,052

72.30

9

To elect Pim Vervaat
as a Director

104,772,242

90.12

11,483,565

9.88

9,820

72.30

10

To re-elect Matt Webb
as a Director

116,105,001

99.87

150,806 

0.13

9,820

72.30

11

To re-appoint KPMG LLP
as Auditor of the Company

115,834,584

99.63

430,043

0.37

1,000

72.30

12

To authorise the Audit Committee to determine the Auditor's remuneration

116,263,047

99.99

812

0.01

1,768

72.30

13

To make political donations and incur political expenditure

114,973,657

99.26

861,695

0.74

430,275

72.04

14

Authority to allot shares

 

116,058,618

99.83

202,169

0.17

4,840

72.30

15*

Authority to disapply pre-emption rights

116,239,748

99.98

21,836

0.02

4,043

72.30

16*

Authority to disapply pre-emption rights in limited circumstances

115,814,748

99.62

446,039

0.38

4,840

72.30

17*

Authority for the Company to purchase its own shares

115,816,284

99.62

442,392

0.38

6,951

72.30

18*

Authority to call general meetings (other than AGMs) on 14 clear days' notice

115,712,947

99.53

549,680

0.47

3,000

72.30

19*

To approve amendments to the Articles of Association

115,314,024

99.20

929,763 

0.80

21,840

72.29

20

To approve the Rule 9 Waiver

86,279,211

74.23

29,958,576

25.77

27,840

72.29

* special resolution

 

 

Independent Issued Share Capital: 87,284,533

No.

Resolution

 

For

Against

 

Votes Withheld

Total issued share capital instructed

Number of shares

%

Number of shares

%

Number of shares

%

5*

To re-elect Caroline Brown as a Director

34,948,541

81.77

7,791,799

18.23

9,820

48.97

7*

To re-elect Will Hoy
as a Director

42,629,605

99.72

117,715

0.28

2,840

48.97

8*

To re-elect Tim Surridge
as a Director

42,621,296

99.72

119,812

0.28

9,052

48.97

9*

To elect Pim Vervaat
as a Director

31,256,775

73.13

11,483,565

26.87

9,820

48.97

20*

To approve the Rule 9 Waiver

12,763,744

29.88

29,958,576

70.12

27,840

48.95

*independent resolution

 

 

For the purposes of the FCA Listing Rules, the Concert Party (being EPIC, Giles Brand, Deanmor Investments, John Hornby and his PCAs) is a controlling shareholder as a result of it holding 73,515,467 shares (35,564,260 shares, 9,466,919 shares and 28,484,288 shares respectively). Each resolution to re-elect independent non-executive directors (resolutions 5, 7, 8 and 9) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (i) the shareholders of the Company as a whole; and (ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

Per the Notice of AGM, the members of the Concert Party were not entitled to vote on the Rule 9 Waiver (Resolution 20). The Board is disappointed in the failure to pass the resolution by a majority of votes cast by the independent shareholders of the Company. The Board considers that the proposed waiver granted by the Panel of the obligation that would otherwise arise for the Concert Party either individually or collectively to make an offer under Rule 9 of the Takeover Code in relation to the authority to make market purchases to be in the best interests of the Company and the Non-Concert Party Shareholders as a whole. The Board remains committed to continuing an open and transparent dialogue and will, accordingly, seek to continue to engage with those shareholders regarding their views in this area.

NOTES:


1.

Resolutions 1-19 were passed. Resolution 20 was not passed.

2.

Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.

3.

Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.

4.

A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.

5.

The number of shares in issue at close of business on 10 May 2022 was 160,800,000 (the "Share Capital") and at that time, the Company did not hold any shares in treasury.

6.

The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.

7.

The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.lucecoplc.com

8.

A copy of resolutions 15-19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

9.

These poll results will be available shortly on the Company's website at www.lucecoplc.co m

  For further information please contact:


Luceco plc

John Hornby, Chief Executive Officer

Matt Webb, Chief Financial Officer

via MHP Communications

020 3128 8990

MHP Communications

Tim Rowntree

James Bavister

020 3128 8572

 

 

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