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RNS Number : 6754F De La Rue PLC 25 September 2024
25 September 2024
De La Rue plc
Results of AGM, trading update and strategic update
The Annual General Meeting ("AGM") of De La Rue plc (LSE: DLAR) ("De La
Rue", the "Group" or the "Company") was held today, 25 September 2024, at
12:00pm at De La Rue House, Jays Close, Basingstoke, Hampshire, RG22 4BS,
United Kingdom.
All the Resolutions (as set out in the Notice of Annual General Meeting) were
duly passed on a poll, in which every member present in person or proxy had
one vote for each Ordinary Share held. Details of the votes for and against
each resolution are set out below.
Trading update
The Board remains confident of achieving Group adjusted operating profit for
FY25 significantly ahead of FY24, in the mid- to high- £20millions. For the
first half of FY25, which ends on 28 September 2024, we expect Group adjusted
operating profit to be in the low single digit range. As in prior years, the
Group business performance will be H2 weighted, and this has been somewhat
amplified by the timing of certain deliveries within the Currency division
moving into the second half of FY25.
Working capital will show an adverse movement in the first half as we build
inventory to fulfil customer orders and await payment on a number of key
customer contracts. We have also started to incur costs in relation to the
separation process. As a result, we expect net debt at 28 September 2024 to
be in excess of that at the end of FY24.
The actual outturn for the Group in FY25 will also depend on the nature and
timing of any business disposal.
Strategic update
As we explained in the results announcement of 25 July 2024, we are pursuing
various strategic options in relation to our operating divisions.
Discussions with parties in relation to the disposal of either of the Group's
divisions have progressed significantly since that date. We have also begun
work on the physical and legal separation of the two divisions. The Board
expects to provide a further update on these matters within the next few
weeks.
Poll Voting Figures
The poll results on the Resolutions are as follows:
RESOLUTION FOR AGAINST TOTAL WITHHELD
Number of Votes % of votes Cast Number of Votes % of votes Cast Votes Cast (Excluding Withheld) % of Issued Share Capital Number of Votes
Ordinary Resolutions
1. Receive the Annual Report and Accounts 118,774,615 99.92% 99,857 0.08% 118,874,472 60.64% 19,851
2. Approve the Directors' Remuneration Report 115,310,107 97.16% 3,366,033 2.84% 118,676,140 60.54% 218,183
3. Re-elect Nick Bray 96,509,057 98.82% 1,147,630 1.18% 97,656,687 49.82% 21,237,636
4. Re-elect Ruth Euling 118,491,641 99.86% 169,980 0.14% 118,661,621 60.53% 232,702
5. Re-elect Mark Hoad 117,497,060 99.02% 1,162,834 0.98% 118,659,894 60.53% 234,429
6. Re-elect Dean Moore 115,569,695 97.39% 3,096,981 2.61% 118,666,676 60.53% 227,647
7. Re-elect Brian Small 117,468,011 98.99% 1,200,133 1.01% 118,668,144 60.53% 226,179
8. Re-elect Clive Vacher 94,121,022 96.37% 3,547,848 3.63% 97,668,870 49.82% 21,225,453
9. Re-elect Clive Whiley 114,180,267 96.22% 4,487,877 3.78% 118,668,144 60.53% 226,179
10. Re-appoint Ernst and Young LLP as Auditor 118,710,152 99.87% 151,637 0.13% 118,861,789 60.63% 32,534
11. Authorise the Directors to determine the Auditor's remuneration 118,755,036 99.89% 130,062 0.11% 118,885,098 60.64% 9,225
12. Authorise political donations and political expenditure 117,739,080 99.05% 1,134,613 0.95% 118,873,693 60.64% 20,032
13. Authorise the Directors to allot shares 118,649,698 99.82% 219,483 0.18% 118,869,181 60.64% 25,142
Special Resolutions
14. Dis-application of pre-emption rights 118,364,257 99.75% 291,625 0.25% 118,655,882 60.53% 238,441
15. Additional dis-application of pre-emption rights 118,355,137 99.75% 300,71 0.25% 118,655,854 60.53% 238,469
16. Authorise the Company to make on-market purchases of its own shares 118,606,047 99.77% 272,814 0.23% 118,878,861 60.64% 15,462
17. Shortened notice of general meetings 115,407,881 97.08% 3,469,398 2.92% 118,877,279 60.64% 17,044
1. The percentages voted 'For' and 'Against' are expressed as a
proportion of the total votes cast, which does not include votes withheld
since for legal purposes a vote withheld is not a vote cast.
2. Any proxy appointments which gave discretion to the Chairman of the
meeting have been included in the 'For' totals.
3. As at 6:00 p.m. on 23 September 2024 (being the record time for the
Annual General Meeting), the Company had 196,038,354 Ordinary Shares in issue
and the total number of voting rights in respect of these Ordinary Shares was
196,038,354, each Ordinary Share carrying one vote.
In accordance with Listing Rule 6.4.2R, a copy of the Resolutions, other than
those concerning ordinary business, will be submitted to the National Storage
Mechanism, where they will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, a copy
of the Resolutions will also be filed with Companies House. The results of the
Annual General Meeting held on 25 September 2024 will be available to view on
the Company's website at www.delarue.com (http://www.delarue.com) .
Enquiries
De La Rue plc +44 (0)7990 337707
Clive Whiley Chairman
Clive Vacher Chief Executive Officer
Louise Rich Head of Investor Relations
Brunswick +44 (0)207 404 5959
Stuart Donnelly
Ed Brown
About De La Rue
Established over 210 years ago, De La Rue is trusted by governments, central
banks, and international brands, providing digital and physical solutions that
protect their supply chains and cash cycles from counterfeiting and illicit
trade.
With operations in five continents, customers in 140 countries and solutions
that include advanced track and trace software, security document design,
banknotes, brand protection labels, tax stamps, security features and passport
bio-data pages, De La Rue brings unparalleled knowledge and expertise to its
partnerships and projects.
Our core focus areas are:
- Authentication: leveraging advanced digital software solutions and security
labels to protect revenues and reputations from the impacts of illicit trade,
counterfeiting, and identity theft.
- Currency: designing and manufacturing highly secure banknotes and banknote
components that are optimised for security, manufacturability, cash cycle
efficacy and public engagement.
The security and trust derived from our solutions pave the way for robust
economies and flourishing societies. This is underpinned by a significant
Environmental, Social, and Governance commitment that is evidenced by
accolades such as the ISO 14001 certification and a consistent ranking in the
top tier of the Financial Times European Climate Leaders list.
De La Rue's shares are traded on the London Stock Exchange (LSE: DLAR). De La
Rue plc's LEI code is 213800DH741LZWIJXP78. For further information please
visit www.delarue.com.
Cautionary note regarding forward-looking statements
Certain statements contained in this document relate to the future and
constitute 'forward-looking statements'. These forward-looking statements
include all matters that are not historical facts. In some cases, these
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "anticipates",
"expects", "intends", "plans", "may", "will", "could", "shall", "risk",
"aims", "predicts", "continues", "assumes", "positioned" or "should" or, in
each case, their negative or other variations or comparable terminology. They
appear in a number of places throughout this document and include statements
regarding the intentions, beliefs or current expectations of the Directors, De
La Rue or the Group concerning, amongst other things, the results of
operations, financial condition, liquidity, prospects, growth, strategies and
dividend policy of De La Rue and the industry in which it operates.
By their nature, forward-looking statements are not guarantees or predictions
of future performance and involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are beyond the Group's control,
and which may cause the Group's actual results of operations, financial
condition, liquidity, dividend policy and the development of the industry and
business sectors in which the Group operates to differ materially from those
suggested by the forward-looking statements contained in this document. In
addition, even if the Group's actual results of operations, financial
condition and the development of the business sectors in which it operates are
consistent with the forward-looking statements contained in this document,
those results or developments may not be indicative of results or developments
in subsequent periods.
Past performance cannot be relied upon as a guide to future performance and
should not be taken as a representation or assurance that trends or activities
underlying past performance will continue in the future. Accordingly, readers
of this document are cautioned not to place undue reliance on these
forward-looking statements.
Other than as required by English law, none of the Company, its Directors,
officers, advisers or any other person gives any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this document will occur, in part or in whole.
Additionally, statements of the intentions of the Board and/or Directors
reflect the present intentions of the Board and/or Directors, respectively, as
at the date of this document, and may be subject to change as the composition
of the Company's Board of Directors alters, or as circumstances require.
The forward-looking statements contained in this document speak only as at the
date of this document. Except as required by the UK's Financial Conduct
Authority, the London Stock Exchange or applicable law (including as may be
required by the UK Listing Rules and/or the Disclosure Guidance and
Transparency Rules), De La Rue expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this document to reflect any change in
the Group's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
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