Result of AGM

RNS Number : 1708B

Van Elle Holdings PLC

18 September 2018

 

18 September 2018

Van Elle Holdings plc

("Van Elle" or the "Company")

Results of Annual General Meeting

Van Elle's 2018 Annual General Meeting ("AGM") was held at Eversheds Sutherland (International) LLP, One Wood Street, London, EC2V 7WS at 10am today. All resolutions proposed at the AGM were voted by way of a poll. The results of the poll for each resolution were as follows:

Resolution	For (votes)	For %2	Against (votes)	Against (%)2	Total votes validly cast	% of ISC voted	Withheld (votes)1
1	51,772,375	100.00	0	0.00	51,772,375	64.72%	0
2	51,015,626	98.54	756,749	1.46	51,772,375	64.72%	0
3	51,769,975	100.00	2,400	0.00	51,772,375	64.72%	0
4	30,644,780	59.20	21,124,170	40.80	51,768,950	64.71%	3,425
5	51,772,375	100.00	0	0.00	51,772,375	64.72%	0
6	35,686,515	68.94	16,080,460	31.06	51,766,975	64.71%	5,400
7	51,756,975	99.98	10,000	0.02	51,766,975	64.71%	5,400
8	29,891,554	58.59	21,125,821	41.41	51,017,375	63.77%	755,000
9	29,641,429	57.26	22,125,821	42.74	51,767,250	64.71%	5,125
10	29,888,554	57.74	21,878,821	42.26	51,767,375	64.71%	5,000
11	29,899,254	57.75	21,870,721	42.25	51,769,975	64.71%	2,400

Ordinary resolutions 1-8 were all duly passed. Resolutions 9-11, which were proposed as special resolutions requiring a 75% vote in favour of votes cast, were not passed. These resolutions relate to the Company's ability to issue new shares in certain circumstances, for example to fund acquisitions or other material capital investments. Whilst the Board is disappointed that these resolutions have not been passed, it will actively engage with the dissenting shareholders so as to determine at what point they should be‎ re-presented for approval.

The proposed resolutions are set out below.

ORDINARY BUSINESS

As ordinary business, to consider, and if thought fit, pass the following resolutions 1 to 7 as ordinary resolutions.

1.   To receive and adopt the accounts of the Company for the year ended 30 April 2018, together with the reports of the Directors and of the auditor thereon.

2.   To reappoint BDO LLP as auditor to the Company, to hold office until the end of the next general meeting at which accounts are laid before the Company.

3.   To authorise the Directors to determine the remuneration of the auditor of the Company.

4.   That the Directors' remuneration report, in the form set out in the annual report of the Company for the year ended 30 April 2018, be approved.

5.   To declare a final dividend for the year ended 30 April 2018 of 2.3p per ordinary share, to be paid on 28 September 2018 to members whose names appear on the register of members at the close of business on 7 September 2018.

6.   To re-elect as a Director David Hurcomb, who retires by rotation, in accordance with Article 113 of the Company's Articles of Association.

7.   To re-elect as a Director Mark Cutler, who retires by rotation, in accordance with Article 113 of the Company's Articles of Association.

To transact any other ordinary business of the Company.

SPECIAL BUSINESS

As special business, to consider and, if thought fit, pass the following resolutions which will be proposed as to resolution 8 as an ordinary resolution and as to resolutions 9 to 11 as special resolutions:

8.   THAT the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (in substitution for any existing authorities to allot relevant securities) to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company:

(i)   comprising equity securities (within the meaning of Section 560 of the Companies Act 2006) up to a maximum nominal amount (within the meaning of Section 551 of the Companies Act 2006) of £533,333 (being approximately one-third of the issued share capital of the Company, excluding shares held in treasury) such amount to be reduced by the nominal amount allotted or granted under paragraph (i) of this resolution in excess of such sum; and further

(ii)  equity securities (within the meaning of Section 560 of the Companies Act 2006) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £533,333 (being approximately one-third of the issued share capital of the Company, excluding shares held in treasury),

and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter, such authorities to apply until the close of business on 17 December 2019 or, if earlier, at the conclusion of the next AGM of the Company, or save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

9.   THAT, if resolution 8 as set out in the notice of this meeting is passed, and in accordance with Article 13 of the Articles of Association of the Company, the Board be authorised pursuant to Section 570 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash under the general authority conferred by resolution 8 as if Section 561(1) of the Companies Act 2006 did not apply to such allotment, such authority to be limited to allotments of equity securities:

(i)         in connection with or pursuant to an offer (by any person) of equity securities to the holders of the issued ordinary shares in the capital of the Company (excluding any shares of that class held as treasury shares), where the securities respectively attributable to the interests of such holders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by such holders.  Such allotments may be made subject to such exclusions or other arrangements as the Directors consider appropriate, necessary or expedient to deal with any fractional entitlements or with any legal or practical difficulties arising under the law of any territory or the requirements of any regulatory body or recognised investment exchange or otherwise; and

(ii)        otherwise than under paragraph (i) above, up to a nominal amount of £80,000,

such authority to expire at the end of the next AGM of the Company after the passing of this resolution (or, if earlier, at the close of business on 17 December 2019), but in each case, prior to its expiry, the Company may make offers or enter into agreements which would or might require equity securities to be allotted after the authority expires, and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

10. THAT, if resolution 8 is passed, and in accordance with Article 13 of the Articles of Association of the Company, the Board be authorised pursuant to Section 570 of the Companies Act 2006 in addition to any authority granted under resolution ‎9 to allot equity securities (as defined in Section 560 of 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(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(i)   limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £80,000; and

(ii)  used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or another 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 this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 17 December 2019) but in each case, prior to its expiry, the Company may make offers or enter into agreements which would or might require equity securities to be allotted (and treasury shares to be sold) under any such offer or agreement as if the authority had not expired.

11. THAT, the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 8,000,000 Ordinary Shares of 0.02p each in the capital of the Company (being approximately 10 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

(i)   the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent above the average market value for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out for less than 0.02p per share; and

(ii)  the authority herein contained shall expire at the end of the annual general meeting of the Company to be held in 2019 or at the close of business on 17 December 2019, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred hereby had not expired.

Notes:

1.   A "Vote withheld" is not a vote in law and is not counted in the proportion of votes "For" or "Against" any resolution, or "Total votes validly cast".

2.   Percentages are expressed as a percentage of total votes validly cast (and does not include votes withheld).

3.   The Notice of Annual General Meeting is available on the Company's website: www.van-elle.co.uk

Enquiries:

Van Elle Holdings plc	017 7358 0580
Mark Cutler, Chief Executive Officer
Paul Pearson, Chief Financial Officer
Instinctif Partners (Financial Public Relations)	020 7457 2020
Mark Garraway
James Gray
Rosie Driscoll
Peel Hunt LLP (Nominated Adviser and corporate broker)	020 7418 8900
Charles Batten
Mike Bell
Justin Jones

 

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