Posting of Annual Report and Notice of AGM

RNS Number : 5137X

Pebble Group PLC (The)

06 May 2021

 

6 May 2021

THE PEBBLE GROUP PLC

("The Pebble Group", the "Company" or the "Group")

(AIM: PEBB)

Posting of Annual Report and Notice of AGM

The Pebble Group, a leading provider of technology, services and products to the global promotional products industry, announces that its Annual Report and Accounts for the year ended 31 December 2020 and the Notice of its 2021   Annual General Meeting ("AGM") are now available on the Group's website at   www.thepebblegroup.com  

Copies of both documents will be posted to shareholders later today.

The AGM will be held at Broadway House, Trafford Wharf Road, Trafford Park, Manchester M17 1DD on Thursday 3 June 2021 at 1.00pm.

Format of the AGM

The Company's board of Directors ("Board") continues to monitor the coronavirus pandemic and has noted, in particular, the gradual easing of public health restrictions across England in line with the government's "COVID-19 Response - Spring 2021" roadmap published in February. Based on that roadmap and associated guidance, it is currently anticipated that attendance in person at the meeting will not be unlawful. It is therefore intended that the directors will be present in person at the AGM, observing relevant social distancing guidelines in place on the date of the meeting. However, given ongoing public health considerations, shareholders arestrongly encouraged not to attend the meeting in person and to appoint the Chair of the meeting as proxy.

Engagement

The Board recognises the importance of the AGM to shareholders and is keen to ensure engagement in this year's AGM as effectively as practicable.  As such,  a webcast will be accessible for shareholders to view and listen to the AGM remotely. Details are set out in the Notice of the AGM.

Questions can be put to the Board relating to the business to be conducted at the AGM either by emailing [e-mail] in advance or by submitting a question during the AGM through the webcast facility. Any questions shareholders wish to submit in advance of the AGM must be received by 1:00pm on Tuesday 1 June 2021.

Change of circumstances

The coronavirus pandemic is an evolving situation and therefore the AGM arrangements are subject to change, including at short notice, if circumstances and/or public health guidance changes. The Board recommends that shareholders monitor the Company's announcements for any updates by registering to receive RNS alerts: www.thepebblegroup.com/investors/rns-alerts/  

Resolutions contained in the Notice of AGM

Resolutions 1 to 10 below will be proposed as ordinary resolutions and resolutions 11 to 15 will be proposed as special resolutions.

Receipt of audited accounts and reports

1.  To receive the Company's audited accounts and the auditor's and directors' reports for the year ended 31 December 2020.

Approval of directors' remuneration report

2.  To approve the directors' remuneration report, as set out in the Company's annual report and accounts for the year ended 31 December 2020.

Re-election of directors

3.  To re-elect Richard Law as a director.

4.  To re-elect Christopher Lee as a director.

5.  To re-elect Claire Thomson as a director.

6.  To re-elect Yvonne Monaghan as a director.

7.  To re-elect Stuart Warriner as a director.

Re-appointment and remuneration of the auditor

8.  To re-appoint PricewaterhouseCoopers LLP as the Company's auditor.

9.  To authorise the audit committee of the board of directors to determine the auditor's remuneration.

Authority to allot shares

10.  That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (Allotment Rights), but so that:

(i)  the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £1,105,175, of which one-half may be allotted or made the subject of Allotment Rights in any circumstances and the other half may be allotted or made the subject of Allotment Rights pursuant to any rights issue or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue;

(ii)  this authority shall expire at the close of business on 30 June 2022 or, if earlier, on the conclusion of the Company's annual general meeting to be held in 2022;

(iii)  the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and

(iv)  all authorities vested in the directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

Company off-market purchase of deferred shares

11.  That for all purposes (including section 694 Companies Act 2006) the terms of a conditional agreement dated 29 April 2021 and made between (1) Claire Thomson, Christopher Lee, David Landes, Siobhan Howlett, Adelfo Marino, Rowland Deighton, Karl Whiteside and Charles W. Fandos Revocable Trust U/T/A dated May 30, 1997 and (2) the Company for the purchase by the Company of 12,564,501 deferred shares of £0.01 each in the capital of the Company (being all of the shares of that class currently in issue), a copy of which is now produced to this meeting and initialled for the purposes of identification by the Chair, be authorised, such authority to expire on 30 June 2021, and that the directors be authorised to cause the Company to complete such agreement in accordance with its terms.

New articles of association of the Company

12.  That, with effect from the time at which all of the issued deferred shares of £0.01 each in the capital of the Company are cancelled upon their purchase by the Company pursuant to the agreement referred to in resolution 11 in the notice of this meeting, the regulations contained in the document produced to the meeting and initialled for the purposes of identification by the Chair be adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.

Disapplication of pre-emption rights

13.  That, subject to the passing of resolution 10 in the notice of this meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 10 in the notice of this meeting or by way of a sale of treasury shares, as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:

(i)  the allotment of equity securities in connection with any rights issue or open offer or any other pre-emptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and

(ii)  the allotment of equity securities (other than pursuant to paragraph (i) above) with an aggregate nominal value of £83,725, and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 10 in the notice of this meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

14.  That, subject to the passing of resolution 10 in the notice of this meeting and in addition to the power contained in resolution 13 set out in the notice of this meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 10 in the notice of this meeting or by way of sale of treasury shares, as if section 561 of that Act did not apply to any such allotment, provided that this power is:

(i)  limited to the allotment of equity securities up to an aggregate nominal value of £83,725; and

(ii)  used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of this meeting,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 10 in the notice of this meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

Purchase of own ordinary shares

15.  That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of ordinary shares in its capital, provided that:

(i)  the maximum aggregate number of such shares that may be acquired under this authority is 16,745,000;

(ii)  the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value;

(iii)  the maximum price (exclusive of expenses) which may be paid for such a share is 5 per cent. above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the date on which the share is contracted to be purchased;

(iv)  this authority shall expire at the close of business on 30 June 2022 or, if earlier, at the conclusion of the Company's annual general meeting to be held in 2022, and

(v)  before such expiry the Company may enter into a contract to purchase shares that would or might require a purchase to be completed after such expiry and the Company may purchase shares pursuant to any such contract as if the authority had not expired.

Enquiries:

The Pebble Group plc Chris Lee, Chief Executive Officer Claire Thomson, Chief Financial Officer	[phone]
Grant Thornton UK LLP (Nominated Adviser) Samantha Harrison / Harrison Clarke / Lukas Girzadas	[phone]
Berenberg (Corporate Broker) Chris Bowman / Jen Clarke / Arnav Kapoor	[phone]
Belvedere Communications (Financial PR) Cat Valentine Keeley Clarke Llew Angus	[e-mail] [phone] [phone] [phone]

About The Pebble Group plc - www.thepebblegroup.com  

The Pebble Group is a provider of technology, services and products to the global promotional products industry, comprising two differentiated businesses, focused on specific areas of the promotional products market:

Facilisgroup - www.facilisgroup.com

Facilisgroup focuses on supporting the growth of mid-sized Promotional Product businesses in North America by providing a technology platform, which enables those businesses to benefit from significant business efficiency and gain meaningful supply chain advantage from the ability to purchase from quality suppliers under preferred terms.

Brand Addition - www.brandaddition.com  

Brand Addition focuses upon providing promotional products and related services under contract to some of the world's most recognisable brands. Its largest contracts are valued in the millions of pounds with the products and services supplied being used for brand building, customer engagement and employee rewards. Working in close collaboration with its clients, Brand Addition designs products and product ranges, hosts client-branded global web stores and provides international sourcing and distribution solutions.

We categorise our revenues into two divisions, Corporate Programmes, that supports our clients' general marketing activities, and Consumer Promotions, that supports our clients in driving their own sales volumes.

 

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