REG - Luceco PLC - Result of AGM

LucecoAnnouncement

10/05/2023 15:30

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RNS Number : 9947Y  Luceco PLC  10 May 2023

Luceco plc

(the "Company")

 

10 May 2023

 

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held on 10 May 2023
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                                      123,016,100  100.00%  4,891             0.00%  438,577           76.51%
 2    To declare a final dividend of 3.0 pence per ordinary share                    123,456,237  100.00%  522               0.00%  2,809             76.78%
 3    To approve the Directors' Remuneration Report                                  117,472,357  95.17%   5,959,262         4.83%  27,949            76.76%
 4    To approve the Directors' Remuneration Policy                                  117,475,240  95.43%   5,629,767         4.57%  354,561           76.56%
 5    To re-elect Giles Brand                                                        112,380,678  91.04%   11,063,308        8.96%  15,582            76.77%

as a Director
 6    To re-elect Caroline Brown as a Director                                       123,102,527  99.72%   344,319           0.28%  12,722            76.77%
 7    To re-elect John Hornby                                                        121,010,979  98.02%   2,443,007         1.98%  5,582             76.77%

as a Director
 8    To re-elect Will Hoy                                                           120,999,632  98.02%   2,447,214         1.98%  12,722            76.77%

as a Director
 9    To re-elect Tim Surridge                                                       115,888,740  93.88%   7,558,873         6.12%  11,955            76.77%

as a Director
 10   To re-elect Pim Vervaat                                                        120,674,411  97.75%   2,772,435         2.25%  12,722            76.77%

as a Director
 11   To elect Julia Hendrickson                                                     123,441,955  100.00%  4,891             0.00%  12,722            76.77%

as a Director
 12   To re-appoint KPMG LLP                                                         123,013,740  99.65%   431,891           0.35%  13,937            76.77%

as Auditor of the Company
 13   To authorise the Audit Committee to determine the Auditor's remuneration       123,440,740  99.99%   14,891            0.01%  3,937             76.78%
 14   To make political donations and incur political expenditure                    122,126,151  99.27%   902,835           0.73%  430,582           76.51%
 15   Authority to allot shares                                                      120,935,124  97.96%   2,518,862         2.04%  5,582             76.77%
 16*  Authority to disapply pre-emption rights                                       122,899,874  99.55%   554,112           0.45%  5,582             76.77%
 17*  Authority to disapply pre-emption rights in limited circumstances              122,862,374  99.52%   591,612           0.48%  5,582             76.77%
 18*  Authority for the Company to purchase its own shares                           122,948,232  99.59%   506,522           0.41%  4,814             76.78%
 19*  Authority to call general meetings (other than AGMs) on 14 clear days' notice  122,102,192  98.90%   1,352,562         1.10%  4,814             76.78%
 20   To approve the Rule 9 Waiver                                                   108,853,624  92.47%   8,859,006         7.53%  5,746,938         73.20%
 21   To approve waiver of Rule 9 of the Takeover Code as a result of the exercise   117,722,162  95.36%   5,731,823         4.64%  5,583             76.77%
      of 510,608 options by John Hornby
 22   To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213  117,722,162  95.36%   5,721,823         4.64%  15,583            76.77%
      options awarded to John Hornby on 31 March 2022
 23   To approve waiver of Rule 9 of the Takeover Code of the award and subsequent   117,389,855  95.09%   6,064,490         4.91%  5,223             76.78%
      exercise of 492,956 options awarded to John Hornby
 * special resolution

 

 

 Independent Issued Share Capital: 86,795,189
 No.  Resolution                                                                     For                 Against                   Votes Withheld    Total issued share capital instructed

      Number of shares                                                                           %       Number of shares  %       Number of shares  %
 6*   To re-elect Caroline Brown as a Director                                       49,581,758  99.31%  344,319           0.69%   12,722            57.52%
 9*   To re-elect Tim Surridge                                                       42,367,971  84.86%  7,558,873         15.14%  11,955            57.52%

as a Director
 10*  To re-elect Pim Vervaat                                                        47,153,642  94.45%  2,772,435         5.55%   12,722            57.52%

as a Director
 11*  To elect Julia Hendrickson as a Director                                       49,921,186  99.99%  4,891             0.01%   12,722            57.52%
 18*  Authority for the Company to purchase its own shares                           49,427,463  98.99%  506,522           1.01%   4,814             57.53%
 20*  To approve the Rule 9 Waiver                                                   35,332,855  79.95%  8,859,006         20.05%  5,746,938         50.92%
 21*  To approve waiver of Rule 9 of the Takeover Code as a result of the exercise   44,201,393  88.52%  5,731,823         11.48%  5,583             57.53%
      of 510,608 options by John Hornby
 22*  To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213  44,201,393  88.54%  5,721,823         11.46%  15,583            57.52%
      options awarded to John Hornby on 31 March 2022
 23*  To approve waiver of Rule 9 of the Takeover Code of the award and subsequent   43,869,086  87.86%  6,064,490         12.14%  5,223             57.53%
      exercise of 492,956 options awarded to John Hornby
 *independent resolution

 

 

For the purposes of the FCA Listing Rules, the Concert Party (being ESO
Investments 2 Limited, Giles Brand, Deanmor Investments, John Hornby and his
PCAs) is a controlling shareholder as a result of it holding 74,004,811 shares
(35,564,260 shares, 9,466,919 shares and 28,973,632 shares respectively). Each
resolution to re-elect independent non-executive directors (resolutions 6, 9,
10 and 11) 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 Authority for the Company to purchase its own shares or the Rule 9
Waiver Resolutions (Resolutions 18, 20, 21, 22 and 23).

Since the 2022 AGM the Company has engaged regularly with shareholders
regarding Resolution 20 - The Rule 9 Waiver and is delighted that the
resolution passed with 79.95% of participating independent shareholders voting
in favour. However as 20.05% of participating independent shareholders voted
against Resolution 20, the Board will continue to engage as appropriate with
those shareholders who did not support the Resolution in order to understand
the reasons for their vote against the proposal and to continue a transparent
and constructive dialogue in this area.

The Board continues to consider that the ability for the Company to buy back
shares is in the best interests of all shareholders, particularly in light of
the current share price levels, which presents an opportunity to generate
attractive returns for all shareholders through allocating capital to buying
back ordinary shares.

 NOTES:
 1.                     All Resolutions were 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 8 May 2023 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 16-19 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.com (http://www.lucecoplc.com)
  For further information please contact:
 Luceco plc                                                       via MHP Communications

 John Hornby, Chief Executive Officer                             020 3128 8276

 Will Hoy, Chief Financial Officer
 MHP Communications                                               020 3128 8004

 Tim Rowntree

 Ollie Hoare

 

 

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