REG - Luceco PLC - Result of AGM

LucecoAnnouncement

13/05/2022 07:00

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RNS Number : 3631L  Luceco PLC  13 May 2022

Luceco plc

(the "Company")

 

13 May 2022

 

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held on 12 May 2022
at the offices of Numis at 45 Gresham St, London EC2V 7BF each of the
resolutions set out in the Notice of Annual General Meeting were voted by way
of a poll. The results of the poll for each resolution were as follows:

 

 No.  Resolution                                                                     For                  Against                  Votes Withheld    Total issued share capital instructed

      Number of shares                                                                             %      Number of shares  %      Number of shares  %
 1    To receive the Annual Report and Accounts                                      115,783,449   99.99  15                0.01   482,163           72.00
 2    To declare a final dividend of 5.5 pence per ordinary share                    116,264,627   100    0                 0.00   1,000             72.30
 3    To approve the Directors' Remuneration Report                                  96,826,276    83.29  19,421,351        16.71  18,000            72.29
 4    To re-elect Giles Brand                                                        100,717,387   86.63  15,543,400        13.37  4,840             72.30

as a Director
 5    To re-elect Caroline Brown as a Director                                       108,464,008   93.30  7,791,799         6.70   9,820             72.30
 6    To re-elect John Hornby                                                        116,141,121   99.90  119,666           0.10   4,840             72.30

as a Director
 7    To re-elect Will Hoy                                                           116,145,072   99.90  117,715           0.10   2,840             72.30

as a Director
 8    To re-elect Tim Surridge                                                       116,136,763   99.90  119,812           0.10   9,052             72.30

as a Director
 9    To elect Pim Vervaat                                                           104,772,242   90.12  11,483,565        9.88   9,820             72.30

as a Director
 10   To re-elect Matt Webb                                                          116,105,001   99.87  150,806           0.13   9,820             72.30

as a Director
 11   To re-appoint KPMG LLP                                                         115,834,584   99.63  430,043           0.37   1,000             72.30

as Auditor of the Company
 12   To authorise the Audit Committee to determine the Auditor's remuneration       116,263,047   99.99  812               0.01   1,768             72.30
 13   To make political donations and incur political expenditure                    114,973,657   99.26  861,695           0.74   430,275           72.04
 14   Authority to allot shares                                                                    99.83  202,169           0.17   4,840             72.30

                                                                                     116,058,618
 15*  Authority to disapply pre-emption rights                                       116,239,748   99.98  21,836            0.02   4,043             72.30
 16*  Authority to disapply pre-emption rights in limited circumstances              115,814,748   99.62  446,039           0.38   4,840             72.30
 17*  Authority for the Company to purchase its own shares                           115,816,284   99.62  442,392           0.38   6,951             72.30
 18*  Authority to call general meetings (other than AGMs) on 14 clear days' notice  115,712,947   99.53  549,680           0.47   3,000             72.30
 19*  To approve amendments to the Articles of Association                           115,314,024   99.20  929,763           0.80   21,840            72.29
 20   To approve the Rule 9 Waiver                                                   86,279,211    74.23  29,958,576        25.77  27,840            72.29
 * special resolution

 

 

 Independent Issued Share Capital: 87,284,533
 No.  Resolution                                For                Against                  Votes Withheld    Total issued share capital instructed

      Number of shares                                      %      Number of shares  %      Number of shares  %
 5*   To re-elect Caroline Brown as a Director  34,948,541  81.77  7,791,799         18.23  9,820             48.97
 7*   To re-elect Will Hoy                      42,629,605  99.72  117,715           0.28   2,840             48.97

as a Director
 8*   To re-elect Tim Surridge                  42,621,296  99.72  119,812           0.28   9,052             48.97

as a Director
 9*   To elect Pim Vervaat                      31,256,775  73.13  11,483,565        26.87  9,820             48.97

as a Director
 20*  To approve the Rule 9 Waiver              12,763,744  29.88  29,958,576        70.12  27,840            48.95
 *independent resolution

 

 

For the purposes of the FCA Listing Rules, the Concert Party (being EPIC,
Giles Brand, Deanmor Investments, John Hornby and his PCAs) is a controlling
shareholder as a result of it holding 73,515,467 shares (35,564,260 shares,
9,466,919 shares and 28,484,288 shares respectively). Each resolution to
re-elect independent non-executive directors (resolutions 5, 7, 8 and 9) have
under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
(i) the shareholders of the Company as a whole; and (ii) the independent
shareholders of the Company, that is, all the shareholders entitled to vote on
each resolution excluding the controlling shareholder.

Per the Notice of AGM, the members of the Concert Party were not entitled to
vote on the Rule 9 Waiver (Resolution 20). The Board is disappointed in the
failure to pass the resolution by a majority of votes cast by the independent
shareholders of the Company. The Board considers that the proposed waiver
granted by the Panel of the obligation that would otherwise arise for the
Concert Party either individually or collectively to make an offer under Rule
9 of the Takeover Code in relation to the authority to make market purchases
to be in the best interests of the Company and the Non-Concert Party
Shareholders as a whole. The Board remains committed to continuing an open and
transparent dialogue and will, accordingly, seek to continue to engage with
those shareholders regarding their views in this area.

 NOTES:
 1.                     Resolutions 1-19 were passed. Resolution 20 was not passed.
 2.                     Proxy appointments which gave discretion to the Chairman of the AGM have been
                        included in the "For" total for the appropriate resolution.
 3.                     Votes "For" and "Against" any resolution are expressed as a percentage of
                        votes validly cast for that resolution.
 4.                     A "Vote withheld" is not a vote in law and is not counted in the calculation
                        of the percentage of shares voted "For" or "Against" any resolution nor in the
                        calculation of the proportion of "Total issued share capital instructed" for
                        any resolution.
 5.                     The number of shares in issue at close of business on 10 May 2022 was
                        160,800,000 (the "Share Capital") and at that time, the Company did not hold
                        any shares in treasury.
 6.                     The proportion of "Total issued share capital instructed" for any resolution
                        is the total of votes validly cast for that resolution (i.e. the total votes
                        "For" and "Against" that resolution) expressed as a percentage of the Share
                        Capital.
 7.                     The full text of the resolutions passed at the AGM can be found in the Notice
                        of Annual General Meeting which is available on the Company's website at
                        www.lucecoplc.com
 8.                     A copy of resolutions 15-19 passed at the AGM will shortly be submitted to the
                        National Storage Mechanism and will be available for inspection at
                        https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
 9.                     These poll results will be available shortly on the Company's website at
                        www.lucecoplc.co (http://www.lucecoplc.co) m
  For further information please contact:
 Luceco plc                                                       via MHP Communications

 John Hornby, Chief Executive Officer                             020 3128 8990

 Matt Webb, Chief Financial Officer
 MHP Communications                                               020 3128 8572

 Tim Rowntree

 James Bavister

 

 

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