REG - RTC Group PLC - Republication Notice of Annual General Meeting

RTCAnnouncement

23/04/2026 13:30

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RNS Number : 7089B  RTC Group PLC  23 April 2026

 

23 April 2026

RTC Group Plc

("RTC", "the Company" or "the Group")

Republication Notice of Annual General Meeting

In order to assist shareholders ahead of the forthcoming AGM, the Board is
pleased to republish the Notice of AGM which was posted to shareholders on 16
April 2026, together with the Annual Report and Accounts for the year ended 31
December 2025.

 

Notice of Annual General Meeting

RTC Group Plc incorporated and registered in England and Wales with company
number 2558971.

Notice is hereby given that the 2026 Annual General Meeting of RTC Group Plc
(the "Company") will be held at The Derby Conference Centre, London Road,
Derby, DE24 8UX on 27 May 2026 at 12 noon (the "Meeting") for the following
purpose:

To consider, and if thought fit, pass the following resolutions put forward by
management which will be proposed in the case of resolutions 1 to 7 as
ordinary resolutions and in the case of resolutions 8 and 9 as special
resolutions:

Ordinary Business

1.          To receive and, if approved, to adopt the Directors' and
Auditors' Report and the Financial Statements for the year ended 31 December
2025.

2.          To receive and, if approved, to adopt the Remuneration
Report for the year ended 31 December 2025.

3.          To re-elect AM Pendlebury, a director of the Company, who
retires by rotation, as a director of the Company.

4.          To appoint Cooper Parry Group Limited as auditor of the
Company ("Auditor") to hold office from the conclusion of the Meeting until
the conclusion of the next annual general meeting of the Company.

5.          To authorise the directors to fix the Auditor's
remuneration.

6.          To declare a final dividend of 5.5p pence per share in
respect of the year ended 31 December 2025.

Special Business

7.          THAT in substitution of all previous authorities to the
extent unused, the directors be and are hereby generally and unconditionally
authorised for the purposes of section 551 of the Companies Act 2006 (the
"Act"), to exercise all the powers of the Company to allot shares in the
Company and grant rights to subscribe for or to convert any securities into
shares in the Company up to an aggregate nominal amount (within the meaning of
sections 551(3) and (6) of the Act) of £37,663, this authority to expire on
30 June 2027 or the conclusion of the annual general meeting of the Company to
be held in 2027 (whichever is earlier), unless previously renewed, varied or
revoked by the Company in general meeting, save that the Company may before
such expiry make an offer or agreement which would or might require shares in
the Company to be allotted or rights to subscribe for or to convert any
securities into shares in the Company to be granted after such expiry and the
directors may allot shares in the Company or grant rights to subscribe for or
to convert any securities into shares in the Company in pursuance of any such
offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions

8.          THAT, subject to the passing of Resolution 7 above, the
directors be and are hereby generally and unconditionally empowered pursuant
to sections 570 and 573 of the Act to allot equity securities (within the
meaning of section 560 of the Act) and/or transfer equity securities held in
treasury wholly for cash pursuant to the authority conferred by Resolution 7
above as if section 561 of the said Act did not apply to any such allotment or
transfer of equity securities held in treasury, provided that this power shall
be limited to the allotment and/or transfer of equity securities:

a)   in connection with a rights issue, open offer or any other pre-emptive
offer in favour of ordinary shareholders (excluding any shareholder holding
shares as treasury shares) but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient to deal with
fractional entitlements, record dates, legal or practical problems arising in,
or pursuant to, the laws of any overseas territory, the requirements of any
regulatory body or stock exchange or any other matter whatsoever; and

b)   otherwise than pursuant to paragraph 8(a) above, up to an aggregate
nominal amount of £12,554 provided that this power shall expire on 30 June
2027 or the conclusion of the annual general meeting of the Company to be held
in 2027 (whichever is earlier), unless previously renewed, varied or revoked
by the Company in general meeting, save that the Company may before such
expiry make any offer or agreement which would or might require equity
securities to be allotted and/or transferred after such expiry and
notwithstanding such expiry and the directors may allot and/or transfer equity
securities, in pursuance of such offer or agreement as if this power had not
expired.

9.          THAT the Company be and is hereby generally and
unconditionally authorised for the purposes of section 701 of the Act to make
market purchases (as defined in section 693(4) of the Act) of ordinary shares
of 1p each in the capital of the Company provided that:

a)   the maximum number of ordinary shares of 1p each in the capital of the
Company hereby authorised to be acquired is 1,881,874;

b)   the minimum price (exclusive of all expenses) which may be paid for
such shares is 1p per share;

c)    the maximum price which may be paid for such shares is, in respect of
a share contracted to be purchased on any day, an amount equal to 105 per
cent. of the average of the middle-market prices shown in the quotations for
ordinary shares of the Company in the Daily Official List of the London Stock
Exchange on the five business days immediately preceding the day on which the
share is contracted to be purchased;

d)   the authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the Company following the date upon which this
resolution was passed or 30 June 2027 (whichever is earlier); and

e)   the Company may contract to purchase its own shares under the authority
hereby conferred prior to the expiry of such authority, which will or may be
executed wholly or partly after the expiry of such authority and may make a
purchase of its own shares in pursuant of any such contract.

Shareholder resolutions

Mr David Stredder, a member representing at least 5% of the total voting
rights of all members of the Company who have a right to vote on the
resolutions at the latest practicable date prior to the publication of this
notice, has requested that the Company propose resolutions 10 and 11 set out
below (the "Stredder Resolutions") as ordinary resolutions:

10.        To elect Paul Hooper as a director of the Company.

11.        To elect Gerard Oates as a director of the Company.

In accordance with the Companies Act, by virtue of Mr Stredder's shareholding
he is entitled to requisition the Company to include resolutions at its
forthcoming AGM. The Company, by abiding by Mr Stredder's instructions, is
fulfilling its statutory responsibilities under the Companies Act.

However, the Directors consider the Stredder Resolutions to be contrary to the
best interests of the Company's shareholders as a whole and contrary to good
governance.

Directors' response to the Stredder Resolutions

The Directors recommend that shareholders vote against the Stredder
Resolutions for the following reasons:

The Board has presided over sustained outperformance in the interests of all
shareholders:

•     The current Board of Directors (the "Board") has demonstrated its
continued effectiveness through a sustained period of margin improvement and
profit resilience. Gross profit margins have grown consistently from 17.6% in
2023 to 18.7% in 2025, while pre-tax profit has been maintained at record
levels despite a challenging operating environment and declining revenues
across the wider UK recruitment sector.

•     In addition to the above, the Board has further enhanced
shareholder value and liquidity through share buy-backs at a significant
discount to the market price, net assets have increased and the Company has a
robust cash position and no term-debt.

•     The Company's performance compares favourably with several of its
larger listed peers, some of whom reported significant double-digit declines
in gross profit and, in some cases, operating losses during the same period.

•     The Board continues to demonstrate its effectiveness through the
significant contract awards and extensions announced in recent months.

A balanced Board, including Independent Non-Executive Directors, is essential,
hence the current process:

•     Given the size of the Company, the Board believes the most
efficient board composition should include two independent non-executive
directors with relevant experience. To achieve that optimal composition, the
Board has been conducting, and is close to concluding, a recruitment campaign
to appoint a second independent non-executive director. The Board believes the
result will be a highly experienced group of directors, with sector knowledge,
broad experience, and a commitment to acting in the interests of all
shareholders - not a particular group of shareholders - as its underlying
priority.

Mr Stredder's candidates cannot be considered independent, nor do they appear
to have relevant experience:

•     Mr Stredder's nominees, who are known to him personally, do not,
in the Board's opinion, satisfy the requisite experience, independence, or
sector knowledge that the Board considers vital in steering this proven and
successful company in a highly competitive marketplace.

•     Mr Stredder has, on a number of occasions, contacted the Board
seeking to influence the Company's strategic direction. Whilst welcoming the
input of shareholders the Board is committed to delivering for all
shareholders, not just Mr Stredder. The Board believes that non-executive
Directors should be independent from any shareholder group so as to be able to
exercise their judgement for the benefit of all shareholders and therefore is
opposed to the appointment of individuals whom the Board would view as Mr
Stredder's proxies.

Cost considerations:

•     The appointment of the Stredder nominees would add unnecessary and
inappropriate costs to the Company at a time of significant cost pressures,
which is counterintuitive to growing shareholder value.

The Directors recommend that shareholders vote against resolutions 10 and 11.

 

 

~ Ends ~

 RTC Group Plc                                                                                    Tel: 01332 861 816
 Andy Pendlebury, Chairman and Chief Executive                                       Contact Us - RTC Group Plc

                                                                      (https://www.rtcgroupplc.co.uk/contact-us/)
 www.rtcgroupplc.co.uk (http://www.rtcgroupplc.co.uk)

 SPARK Advisory Partners Limited (Nominated Adviser)                                              Tel: 0203 368 3550

 Matt Davis / James Keeshan

 www.Sparkadvisorypartners.com (http://www.Sparkadvisorypartners.com)

 Zeus (Broker)                                                                                    Tel:  020 3829 5000

 Mike Coe / James Bavister (Investment Banking)

 Nick Searle (Sales)

 www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)

 

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