Result of EGM

RNS Number : 9604M

Greencore Group PLC

26 January 2021

 

26 January 2021

GREENCORE GROUP PLC

Results of Extraordinary General Meeting

Greencore Group plc (the "Company") announces that each resolution proposed at the Extraordinary General Meeting ("EGM") of the Company held today, Tuesday 26 January 2021, was passed.

The full text of each resolution was included in the Notice of the Extraordinary General Meeting of the Company contained in the circular published by the Company on 21 December 2020 (the "Circular") and made available on the Company's website, www.greencore.com .

In accordance with the Listing Rules, a copy of each of the resolutions passed at the Extraordinary General Meeting has been forwarded to the UK Listing Authority and will shortly be available for inspection at the following location: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

A full list of the votes received will shortly be available for inspection on the Company's website, www.greencore.com .

Capitalised words and expressions in this announcement shall, unless the context provides otherwise, have the same meanings as in the Circular.

Special Business considered at the Extraordinary General Meeting

For the purposes of Listing Rule 9.6.3, the resolutions approved by shareholders included the following items of special business:

Resolution 1: Special resolution within the meaning of sections 4, 5 and 8 of the Migration of

Participating Securities Act 2019

"WHEREAS:

(a) the Company has notified Euroclear Bank SA/NV ("Euroclear Bank") by a letter dated 26 November 2020 of the proposal that the relevant Participating Securities in the Company are to be the subject of the Migration, in accordance with the Migration of Participating Securities Act 2019 (the "Migration Act");

(b)  the Company has received a statement in writing from Euroclear Bank dated 30 November 2020 (as required by section 5(6)(a) of the Migration Act) to the effect that the provision of the services of Euroclear Bank's settlement system to the Company will, on and from the Live Date, be in compliance with Article 23 of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 ("CSDR"); and

(c)          the Company has received the statement from Euroclear Bank dated 30 November 2020 (as required by section 5(6)(b) of the Migration Act) to the effect that following:

(i)   such inquiries as have been made of the Company by Euroclear Bank; and

(ii) the provision of such information by or on behalf of the Company, in writing, to Euroclear Bank as specified by Euroclear Bank,

Euroclear Bank is satisfied that the relevant Participating Securities in the Company meet the criteria stipulated by Euroclear Bank for the entry of the Participating Securities into the settlement system operated by Euroclear Bank;

IT IS HEREBY RESOLVED that this meeting approves of the Company giving its consent to the Migration of the Migrating Shares to Euroclear Bank's central securities depository (which is authorised in Belgium for the purposes of CSDR) provided that as part of the Migration the title to the Migrating Shares will become and be vested in Euroclear Nominees Limited, being a company incorporated under the laws of England and Wales with registration number 02369969 ("Euroclear Nominees"), as part of the Migration and acting in its capacity as the trustee for, and/or nominee of, Euroclear Bank for the purposes of the Migrating Shares being admitted to the Euroclear System, and that the directors of the Company be and are hereby authorised to take all actions necessary or desirable in connection with the foregoing or the Migration (including, without limitation, determining not to proceed with the Migration); it being understood that:

"Circular" means the circular issued by the Company to its shareholders dated 21 December 2020;

"Euroclear System" has the same meaning as defined in the Circular;  

"Live Date" has the same meaning as defined in the Circular;

"Migration" has the same meaning as defined in the Circular;

"Migrating Shares" has the same meaning as defined in the Circular;

"Participating Securities" has the same meaning as defined in the Circular; and

"relevant Participating Securities" means all Participating Securities recorded in the register of members of the Company on the Live Date."

Resolution 2: Special resolution for the purposes of the Companies Act 2014, as amended ("Companies Act")

"THAT, subject to the adoption of Resolution 1 in the notice of [sic] EGM, the Articles of Association of the Company, which have been available for inspection at the registered office of the Company since the date of the notice of [sic] EGM, be and are hereby adopted on and with immediate effect from the passing of this Resolution 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."

Resolution 3: Special resolution for the purposes of the Companies Act

"THAT, subject to the adoption of Resolutions 1 and 2 in the notice of [sic] EGM, the Company be and is hereby authorised and instructed to:

(a)       take any and all actions which the Directors, in their absolute discretion, consider necessary or desirable to implement the Migration (including, without limitation, determining not to proceed with the Migration) and/or the matters in connection with the Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide (as amended from time to time)); and

(b) appoint any persons as attorney or agent for the holders of the Migrating Shares to do any and all things, including the execution and delivery of all such documents and/or instructions as may, in the opinion of the attorney or agent, be necessary or desirable to implement the Migration and/or the matters in connection with the Migration referred to in the Circular (including the procedures and processes described in the EB Migration Guide (as amended from time to time)) including:

(i)           instructing Euroclear Bank and/or Euroclear Nominees to credit the interests of the holders of the Migrating Shares in the Migrating Shares (i.e. the Belgian Law Rights representing the Migrating Shares to which such holder was entitled) to the account of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear System, as nominee and for the benefit of the CREST Depository (or the account of such other nominee(s) of the CREST Depository as it may determine);

(ii)  any action necessary or desirable to enable the CREST Depository to hold the interests in the Migrating Shares referred to in sub-paragraph (i) above on trust pursuant to the terms of the CREST Deed Poll or otherwise and for the benefit of the holders of the CREST Depository Interests ("CDIs") (being the relevant holder of the Migrating Shares);

(iii)  any action necessary or desirable to enable the issuance of CDIs by the CREST Depository to the relevant holders of the Migrating Shares, including any action deemed necessary or desirable in order to authorise Euroclear Bank, the CREST Nominee and/or any other relevant entity to instruct the CREST Depository and/or EUI to issue the CDIs to the relevant holders of the Migrating Shares pursuant to the terms of the CREST Deed Poll or otherwise; and

(iv)  the release by the Company's Registrar, the Secretary of the Company and/or EUI of such personal data of a holder of Migrating Shares to the extent required by Euroclear Bank, the CREST Depository and/or EUI to effect the Migration and the issue of the CDIs;

it being understood that capitalised terms used in this Resolution shall have the meaning given to them in the Circular issued by the Company to its shareholders dated 21 December 2020, and provided always that nothing in this Resolution shall qualify or limit in any way the effect of Resolutions 1 and 2, or the authorisations and powers arising from such effect."

For further information, please contact:

Jolene Gacquin

Group Company Secretary

Greencore Group plc

No. 2 Northwood Avenue

Northwood Business Park

Santry

Dublin 9

D09 X5N9

Tel: [phone]

About Greencore

We are a leading manufacturer of convenience food in the UK and our purpose is to make every day taste better. We supply all of the major supermarkets in the UK. We also supply convenience and travel retail outlets, discounters, coffee shops, foodservice and other retailers. We have strong market positions in a range of categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled soups and sauces, chilled quiche, ambient sauces and pickles, and frozen Yorkshire Puddings.

In FY20 we manufactured 619m sandwiches and other food to go products, 116m chilled prepared meals, and 264m bottles of cooking sauces, pickles and condiments. We carry out more than 10,000 direct to store deliveries each day. We have 16 world-class manufacturing sites in the UK, with industry-leading technology and supply chain capabilities. We generated revenues of £1.3bn in FY20 and employ approximately 12,200 people.

We are headquartered in Dublin, Ireland. For further information go to www.greencore.com or follow Greencore on social media.

 

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