REG - TheWorks.co.uk PLC - Results of the Annual General Meeting

Works co ukAnnouncement

04/10/2023 10:15

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RNS Number : 6766O  TheWorks.co.uk PLC  04 October 2023

 

TheWorks.co.uk plc (the "Company")

 

Results of the Annual General Meeting

 

The Annual General Meeting (the "Meeting") of the Company was held on
Wednesday 4 October 2023 at 9.00 am (London time). At the Meeting, the
ordinary and special resolutions set out in the Notice of the Annual General
Meeting dated 3 October 2022 (the "Notice of AGM"), were proposed. All of the
proposed resolutions, with the exception of Resolutions 2, 14 and 15, were
passed by way of a poll. Resolutions 1 to 13 were proposed as ordinary
resolutions, and resolutions 14 to 17 were proposed as special resolutions.

 

Full details of the poll results are set out below and will also be available
on the Company's website https://corporate.theworks.co.uk/
(https://corporate.theworks.co.uk/)

 

 No    RESOLUTION                                                                      VOTES       %      VOTES       %      TOTAL VOTES  % of ISC VOTED  VOTES

FOR
AGAINST
WITHHELD
 1     To receive the Directors' report and the accounts for the Company for the 52    36,129,191  99.97  12,188      0.03   36,141,379   57.83           1,854
       weeks ended 1 May 2022
 2     To declare a final dividend of 1.6 pence per share                              12,775,363  35.35  23,366,016  64.65  36,141,379   57.83           1,854
 3     To approve the Directors' remuneration report                                   36,042,214  99.77  83,288      0.23   36,125,502   57.80           17,731
 4     To approve an amendment to the Directors' remuneration policy                   36,055,046  99.81  68,288      0.19   36,123,334   57.80           19,899
 5     To approve the amended Long Term Incentive Plan Rules                           36,042,370  99.77  82,538      0.23   36,124,908   57.80           18,325
 6     To reappoint Carolyn Bradley as a Director                                      36,107,640  99.96  13,288      0.04   36,120,928   57.79           22,305
 7     To reappoint Gavin Peck as a Director                                           36,058,740  99.83  62,188      0.17   36,120,928   57.79           22,305
 8     To appoint Steve Alldridge as a Director                                        36,058,640  99.83  62,288      0.17   36,120,928   57.79           22,305
 9     To reappoint Catherine Glickman as a Director                                   36,093,390  99.92  27,538      0.08   36,120,928   57.79           22,305
 10    To reappoint Harry Morley as a Director                                         36,108,640  99.97  12,288      0.03   36,120,928   57.79           22,305
 11    To reappoint KPMG LLP as auditors of the Company                                35,676,023  98.72  464,356     1.28   36,140,379   57.82           2,854
 12    To authorise the Audit Committee of the Company to fix the remuneration of the  36,127,617  99.96  13,762      0.04   36,141,379   57.83           1,854
       auditors
 13    To authorise the Directors to allot shares                                      23,631,111  65.41  12,494,391  34.59  36,125,502   57.80           17,731
 14    Authority to disapply pre-emption rights                                        23,660,843  65.50  12,464,659  34.50  36,125,502   57.80           17,731
 15    Additional authority to disapply pre-emption rights                             23,660,843  65.50  12,464,659  34.50  36,125,502   57.80           17,731
 16    To authorise the Company to purchase its own shares                             36,128,497  99.96  12,882      0.04   36,141,379   57.83           1,854
 17    Authority to call a general meeting (other than an AGM) on not less than 14     33,310,741  92.17  2,829,638   7.83   36,140,379   57.82           2,854
       clear days' notice

 

Notes:

1.    Any proxy arrangement which gave discretion to the Chairman has been
included in the "for" totals.

2.    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.

3.    The number of shares in issue at 6:30 p.m. on 2 October 2023 was
62,500,000. The Company does not hold any shares in treasury.

 

As Resolution 2 (the declaration of a final dividend of 1.6 pence per share)
was not passed by shareholders, the Company confirms that the final dividend
originally timetabled to be paid (subject to shareholder approval) on 2
November 2023 with a record date of 6 October 2023, will now not be paid.

Where 20% or more of votes have been cast against any Board recommendation for
a resolution, the Company is required by provision 4 of the UK Corporate
Governance Code to explain what action it will take to consult shareholders to
understand the reason behind the results.

With respect to Resolution 2, subsequent to the final dividend being proposed
in our preliminary results announcement on 30 August 2023, the Company
received a variety of views from shareholders on the proposed dividend. Some
significant shareholders expressed a preference for share buybacks over
dividends and have since voted against this resolution. The Board will now
consult further with shareholders regarding alternative capital distributions,
including consideration of share buybacks, which form part of the Company's
recently updated capital distribution policy.

The Board notes the level of votes cast against resolutions 13, 14 and 15,
relating to the general allotment authority (resolution 13) and the
authorities to disapply pre-emption rights (resolutions 14 and 15). The
disapplication authorities proposed were entirely in line with the Statement
of Principles published by the Pre-Emption Group in November 2022. The Board
will also engage with shareholders to understand the reasons for the voting
result in relation to resolutions 13, 14 and 15.

The Company will publish an update on its engagement with shareholders in
accordance with the UK Corporate Governance Code within six months of the 2023
AGM and in its 2024 Annual Report and Accounts. This will  include any steps
taken to understand shareholder views, the impact any feedback may have on
future decisions to be taken by the Board and actions or resolutions to be
proposed.

 

Carolyn Bradley, Chair of The Works, said: "Whilst we are pleased to see
support from shareholders for the vast majority of resolutions, we acknowledge
votes against a small number, including the proposed dividend.

"As a Board we carefully considered our approach to capital distribution for
FY23 and proposed a modest dividend, seeking to achieve a reasonable
compromise between returns to shareholders and prudence. Shareholder feedback
has continued to show widespread support for management and our 'Better, not
just bigger' strategy, however following the publication of our preliminary
results some larger holders subsequently indicated a preference for share
buybacks over dividends, as reflected in today's result.

"We remain committed to open and transparent dialogue with shareholders and
will now engage further with those that voted against certain resolutions to
better understand their views. Given that the proposed dividend will now not
be paid, we will also consider alternative means of capital distribution,
including share buybacks."

 

In accordance with Listing Rule 9.6.2, copies of resolutions passed at the
Meeting concerning items other than ordinary business will shortly be
available for inspection on the National Storage Mechanism which can be
accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 Enquiries:

 TheWorks.co.uk plc     via Sanctuary Counsel

 Gavin Peck, CEO

 Steve Alldridge, CFO

 Sanctuary Counsel

 Ben Ullmann            +44 7944 868288        | theworks@sanctuarycounsel.com

 Rachel Miller          +44 7918 606667        |

 

 

 

 

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