Result of AGM

RNS Number : 5765T

Non-Standard Finance PLC

30 March 2016

 

 Non-Standard Finance plc

("Non-Standard Finance," "NSF", the "Company" or the "Group")

Result of Annual General Meeting

Non-Standard Finance is pleased to announce that all resolutions proposed at the Company's Annual General Meeting, held at 11.00 am today, were duly approved by shareholders. The resolutions and voting outcomes are set out below.

Resolution		For	Against	Total	% of ISC voted	Withheld*
Ordinary resolutions
1	THAT the Company's report and audited financial statements, the Strategic Report and the reports of the Directors and Auditors for the year ended 31 December 2015 now laid before this meeting be and are hereby approved.	214,527,156	0	214,527,156	73.09%	30,000
2	THAT the Directors' Remuneration Report for the year ended 31 December 2015, as set out on pages 46 to 49 of the Annual Report, which takes effect immediately after the end of the AGM on 30 March 2016 be and is hereby approved.	214,300,608	256,048	214,556,656	73.10%	500
3	THAT the Directors' Remuneration Policy for the year ended 31 December 2015, as set out on pages 39 to 45 of the Annual Report, which takes effect immediately after the end of the AGM on 30 March 2016 be and is hereby approved.	206,163,020	8,393,636	214,556,656	73.10%	500
4	THAT John de Blocq van Kuffeler be and is hereby elected as a director of the Company.	205,186,750	9,370,406	214,557,156	73.10%	0
5	THAT Nicholas Teunon be and is hereby elected as a director of the Company.	213,881,719	675,437	214,557,156	73.10%	0
6	THAT Miles Cresswell-Turner be and is hereby elected as a director of the Company.	213,881,719	675,437	214,557,156	73.10%	0
7	THAT Robin Ashton be and is hereby elected as a director of the Company.	205,292,035	9,145,944	214,437,979	73.06%	119,177
8	THAT Charles Gregson be and is hereby elected as a director of the Company.	205,292,035	9,145,944	214,437,979	73.06%	119,177
9	THAT Heather McGregor be and is hereby elected as a director of the Company.	206,163,020	30,500	206,193,520	70.25%	8,363,636
10	THAT Deloitte LLP be and are hereby reappointed as the Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.	206,193,020	500	206,193,520	70.25%	8,363,636
11	THAT the Board of Directors be and is hereby authorised to agree the remuneration of the auditors.	214,556,656	500	214,557,156	73.10%	0
12	THAT the Board of Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: a.   up to a nominal amount of £4,892,004.50 (such amount to be reduced by any allotments or grants made under paragraph b. below in excess of such sum); and b.   comprising equity securities (as de ned in the Companies Act 2006) up to a nominal amount of £9,784,009 (such amount to be reduced by any allotments or grants made under paragraph a. above) in connection with an offer by way of a rights issue: i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii) to holders of other equity securities as required by the rights of those securities or as the Board of Directors otherwise considers necessary, and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2017) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board of Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.	213,762,542	794,614	214,557,156	73.10%	0
Special resolutions
13	THAT if resolution 12 is passed, the Board of Directors be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited: a.   to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of resolution 12, by way of a rights issue only): i.  to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii. to holders of other equity securities, as required by the rights of those securities, or as the Board of Directors otherwise considers necessary, and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and b.   in the case of the authority granted under paragraph a. of resolution 12 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £1,467,601.35, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2017 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.	205,935,567	8,621,589	214,557,156	73.10%	0
14	THAT the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as de ned in section 693(4) of the Companies Act 2006) of its ordinary shares of 5 pence each ("Ordinary Shares") provided that: a.   the maximum number of Ordinary Shares hereby authorised to be purchased is 29,352,027; b.   the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal amount of that share; and c.   the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of: i.  an amount equal to 5 per cent. above the average market value of an Ordinary Share for the ve business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time, such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2017) but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.	214,552,156	0	214,552,156	73.10%	5,000
15	THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	213,780,960	771,196	214,552,156	73.10%	5,000

* A vote 'withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a Resolution.

- Ends -

For more information:

Non-Standard Finance plc John van Kuffeler, Chairman Nick Teunon, Chief Financial Officer & Company Secretary c/o Bell Pottinger	[phone]
Bell Pottinger Olly Scott Aarti Iyer Molly Stewart	[phone]

About Non-Standard Finance

Non-Standard Finance plc was established to acquire companies or businesses in the UK's non-standard consumer finance sector. On completion of the acquisition of Everyday Loans, the Company will have created a sustainable group of businesses offering credit to the approximately 12 million UK adults who do not meet lending criteria for mainstream financial services businesses or who choose not to borrow from them. It will apply its resources to ensure that the businesses acquired by the Company have access to more or better funding; implement stronger management controls; utilise more rigorous credit standards; improve product pricing; roll out new compliance protocols; and improve IT systems. These changes are designed to deliver improved customer outcomes and support NSF's ambition of creating value for the Company's shareholders.

The Company announced on 7 July 2015 that it had entered into an agreement to acquire the Home Credit Division of S&U plc ("S&U") which trades as Loansathome4u for an enterprise value of £82.5 million, payable in cash, subject to approval by S&U's shareholders and customary closing conditions. The acquisition completed on 4 August 2015 following approval by S&U's shareholders with the final consideration equalling £82.4 million after an adjustment for net assets at completion.

On 4 December 2015 the Company announced that it had entered into an agreement to acquire Everyday Loans, the branch-based unsecured lending and guaranteed loans business of Secure Trust Bank PLC, for an enterprise value of £235 million. Completion is expected to take place by the end of April 2016, following FCA change of control approval.

 

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