Annual Report and Notice of AGM

RNS Number : 0978J

St. James's Place PLC

07 April 2020

 

St. James's Place Plc ("SJP")

Annual Report and Notice of AGM

SJP announces that its 2019 Annual Report and Accounts and Notice of Annual General Meeting have today been sent to shareholders. 

The SJP Annual General Meeting ("AGM") will be held at 10:00am on Thursday, 7 May 2020. The Company continues to keep arrangements for the AGM under review, but if the AGM proceeds as a physical meeting, it will be held at 30 Lombard Street, London EC3V 9BQ. Attention is drawn to the important information below under the heading COVID-19. 

In compliance with Listing Rule 9.6.1, SJP has today submitted the following documents to the UK Listing Authority via the National Storage Mechanism.  The documents will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

· Annual Report and Accounts 2019; and

· The Notice of Annual General Meeting to be held on 7 May 2020.

The 2019 Annual Report and Accounts can be downloaded from the corporate website at www.sjp.co.uk/shareholders/reports-presentation-and-webcasts/2020 and the Notice of AGM at www.sjp.co.uk/shareholders/shareholder-meetings.

COVID-19

The Notice of AGM reflects the intention of the Board of Directors with respect to the AGM given the law in force, and relevant guidance, as at the latest practicable date before the publication of the Notice of AGM.  However, the situation is fast-moving and so our plans may change at short notice.  In particular, on 28 March 2020 the Business Secretary Alok Sharma announced an intention to enable companies to hold annual general meetings flexibly, in accordance with public health requirements, which may include by postponing the meeting, holding the meeting online or by phone, or through the submission of proxy votes only. 

Given the highly unusual circumstances and the limited amount of time prior to our AGM, we would expect to adopt an approach that we consider to be the most straightforward and practical of those permissible after any additional legislation or other direction has come into effect.  We will update our website (www.sjp.co.uk/shareholders/shareholder-meetings) if plans change. Shareholders should check our website to ensure they have the most up to date information available regarding the AGM.

The well-being of our shareholders and our employees is vitally important to us.  If the AGM proceeds as a physical meeting then, in light of current restrictions on movement and gatherings in England (which prohibit public gatherings of more than two people), we expect shareholders to stay at home. We therefore strongly recommend that shareholders should vote by appointing the chair of the AGM as their proxy (giving the chair instructions on how to vote the shareholder's shares). 

If the AGM proceeds as a physical meeting, there will be significantly reduced attendance at the AGM by representatives of the Company and no trading update will be given at the AGM (which will comprise solely the formal business of the meeting). We will be applying strict health and safety procedures in order to give effect to relevant restrictions and refreshments will not be available.

The Board of Directors will consider providing shareholders with an alternative opportunity to engage with the Board of Directors at a later stage in the year, if possible given developments at the time.

Interest in Shares

The disclosures relating to the holdings of Directors and major shareholders as set out on pages 112 and 127 of the Annual Report and Accounts are stated as at 27 February 2020.  Changes in the holdings of Directors and major shareholders since 27 February 2020 were set out in the following announcements made to the stock exchange by the Company:

· Holding(s) in Company - released on 23 March, 2 April, 6 April and 7 April 2020

· Director/PDMR Shareholding - released 30 March 2020

Director	Shares held at 7 April 2020
Iain Cornish	6,500
Andrew Croft	743,866
Ian Gascoigne	775,288
Craig Gentle	62,773
Emma Griffin	Nil
Rosemary Hilary	Nil
Simon Jeffreys	18,364
Helena Morrissey	Nil
Patience Wheatcroft	2,500
Roger Yates	30,000

Group Solvency and Financial Conditioning Report

SJP has also published its Group Solvency and Financial Conditioning Report for the year ended 31 December 2019 ("SFCR").  In accordance with the requirements of the Solvency II Regulations, the SFCR can be downloaded from the corporate website at www.sjp.co.uk/shareholders/reports-presentation-and-webcasts/2020.

DTR 6.3.5

This announcement should be read in conjunction with SJP's annual results announcement issued on 27 February 2020 (the "Results Announcement").  This announcement is not a substitute for reading the full 2019 Annual Report and Accounts.

The Results Announcement and the responsibility statement below have been communicated in unedited full text as required under Rule 6.3.5 of the Disclosure Guidance and Transparency Rules sourcebook of the UK Financial Conduct Authority. 

The responsibility statement below is extracted from page 129 of the 2019 Annual Report and Accounts. It relates to the full 2019 Annual Report and Accounts, not to the information presented in this announcement or the Results Announcement, and is repeated here solely for the purpose of complying with DTR 6.3.5:

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have prepared the Group Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the Parent Company Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Parent Company and of the profit or loss of the Group and Parent Company for that period. In preparing the Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable IFRSs as adopted by the European Union have been followed for the Group Financial Statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Parent Company Financial Statements, subject to any material departures disclosed and explained in the Financial Statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Parent Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group Financial Statements, Article 4 of the IAS Regulation.

The Directors are responsible for the maintenance and integrity of the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' Confirmations

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Parent Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors section of the Annual Report and Accounts confirm that, to the best of their knowledge:

• the Parent Company Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and applicable law) give a true and fair view of the assets, liabilities, financial position and profit of the Parent Company;

• the Group Financial Statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

• the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Parent Company, together with a description of the principal risks and uncertainties that it faces.

For further information please contact:

Jonathan Dale

Deputy Company Secretary

St. James's Place plc (LEI: 213800M993ICXOMBCP87)

Tel: [phone]

7 April 2020  

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

 

END

 

 

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