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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