THW Daniel Thwaites PLC

 
TIDMTHW 
 
DANIEL THWAITES PLC 
 
ANNUAL GENERAL MEETING 
 
Notice of Meeting 
 
Notice is hereby given that the Annual General Meeting of the Company will be 
held at Daniel Thwaites, Myerscough Road, Mellor Brook, Blackburn, Lancashire, 
BB2 7LB on Wednesday 30 September 2020 at 12.00 noon. Having taken into 
consideration the current measures published by the UK Government restricting 
public gatherings, the Board has decided that shareholders will not be invited 
to attend this meeting. The AGM will therefore be conducted as a closed meeting 
with the business of the AGM limited to the formal business set out below and 
the necessary quorum will be provided by the Company. 
 
Ahead of the meeting we would ask you to return the proxy voting form. Any 
questions that you have should either be sent with the proxy form or by e-mail 
to susanwoodward@thwaites.co.uk. A summary of the questions and answers will be 
published on our website after the AGM. 
 
Ordinary Business 
 
To consider, and if thought fit, pass the following resolutions which will be 
proposed as ordinary resolutions. 
 
 1. To re-elect Oscar Yerburgh as a director 
 
 2. To reappoint BDO LLP as auditor and authorise the directors to determine 
    their remuneration 
 
    Special Business 
 
    To consider, and if thought fit, pass the following resolutions of which 
    resolutions 3 and 5 will be proposed as ordinary resolutions and resolution 
    4 as a special resolution. 
 
 3. THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) 
    the directors of the Company be and are hereby generally and 
    unconditionally authorised to exercise all powers of the Company to allot 
    equity securities (within the meaning of section 560 of the Act) up to an 
    amount equal to the aggregate nominal amount of the authorised but unissued 
    share capital of the Company provided that this authority shall expire 
    (unless previously renewed, varied or revoked by the Company in general 
    meeting) at the conclusion of the next annual general meeting of the 
    Company, save that the Company may before such expiry make an offer or 
    agreement which would or might require relevant securities to be allotted 
    after such expiry and the directors of the Company may allot relevant 
    securities in pursuance of such an offer or agreement as if the authority 
    conferred hereby had not expired. 
 
    This authority is in substitution for any and all authorities previously 
    conferred upon the directors for the purposes of section 551 of the Act, 
    without prejudice to any allotments made pursuant to the terms of such 
    authorities. 
 
 4. THAT, subject to the passing of resolution 3 above, the directors of the 
    Company be and are hereby empowered pursuant to section 570 of the Act to 
    allot equity securities (within the meaning of section 560 of the Act) 
    pursuant to the authority conferred by resolution 3 above as if section 561 
    of the Act did not apply to any such allotment provided that the power 
    conferred by this resolution shall be limited to: 
 
     1. the allotment of equity securities for cash in connection with an issue 
        or offer of equity securities (including, without limitation, under a 
        rights issue, open offer or similar arrangement) to holders of 
        equitysecurities in proportion (as nearly as may be practicable) to 
        their respective holdings of equity securities subject only to such 
        exclusions or other arrangements as the directors of the Company may 
        consider necessary or expedient to deal with fractional entitlements or 
        legal or practical problems under the laws of any territory, or the 
        requirements of any regulatory body or stock exchange in any territory; 
        and 
 
     2. the allotment (otherwise than pursuant to resolution 4.1) of equity 
        securities for cash up to an aggregate nominal amount of GBP735,343. 
 
         The power conferred by this resolution 4 shall expire (unless 
        previously renewed, revoked or varied by the Company in general 
        meeting), at such time as the general authority conferred on the 
        directors of the Company by resolution 3 above expires, except that the 
        Company may at any time before such expiry make any offer or agreement 
        which would or might require equity securities to be allotted after 
        such expiry and the directors of the Company may allot equity 
        securities in pursuance of such an offer or agreement as if the 
        authority conferred hereby had not expired. 
 
 5. To authorise the Company generally and unconditionally to make market 
    purchases (within the meaning of section 693(4) of the Companies Act 2006) 
    of ordinary shares of 25 pence each in the capital of the Company provided 
    that: 
 
 6. the maximum aggregate number of ordinary shares that may be purchased is 
    5,882,750. Representing 10% of the issued share capital of the Company; 
 
 7. the minimum price (excluding expenses) which may be paid for each ordinary 
    share is 25 pence. 
 
 8. the maximum price (excluding expenses) which may be paid for each ordinary 
    share is an amount equal to 105 per cent of the average of the middle 
    market quotations for an ordinary share of the Company (as derived from the 
    NEX Exchange website) for the five business days immediately preceding the 
    day on which the purchase is made; and 
 
 9. unless previously renewed, varied or revoked, the authority conferred by 
    this resolution shall expire at the earlier of the conclusion of the 
    Company's next Annual General Meeting and the date which is six months from 
    the end of the Company's next financial year save that the Company may, 
    before the expiry of the authority granted by this resolution, enter into a 
    contract to purchase ordinary shares which will or may be executed wholly 
    or partly after the expiry of such authority. 
 
    NOTES 
 
    Resolution 3 - Authority to allot relevant securities 
 
    The Company requires the flexibility to allot shares from time to time. The 
    directors are limited as to the number of shares they can at any time allot 
    because allotment authority continues to be required under the Companies 
    Act 2006 (the Act). 
 
    Accordingly, resolution 3 would grant this authority (until the next Annual 
    General Meeting or unless such authority is revoked or renewed prior to 
    such time) by authorising the directors (pursuant to section 551 of the 
    Act) to allot relevant securities up to an amount equal to the aggregate 
    nominal amount of the authorised but unissued share capital of the Company 
    as at 31 March 2020. The directors believe it to be in the interests of the 
    Company for the Board to be granted this authority, to enable the Board to 
    take advantage of appropriate opportunities which may arise in the future. 
 
    Resolution 4 - Disapplication of statutory pre-emption rights 
 
    This resolution seeks to disapply the pre-emption rights provisions of 
    section 561 of the Act in respect of the allotment of equity securities for 
    cash pursuant to rights issues and other pre-emptive issues, and in respect 
    of other issues of equity securities for cash up to an aggregate nominal 
    value of GBP735,343, being an amount equal to approximately 5 per cent of the 
    current issued share capital of the Company. If given, this power will 
    expire at the same time as the authority referred to in resolution 3. The 
    directors consider this power desirable due to the flexibility afforded by 
    it. 
 
    Resolution 5 - Authority to make market purchases of shares 
 
    Resolution 5 seeks authority for the Company to make market purchases of 
    its own ordinary shares. If passed, the resolution gives authority for the 
    Company to purchase up to 5,882,750 of its ordinary shares, representing 10 
    per cent of the Company's issued ordinary share capital. 
 
    Resolution 5 specifies the minimum and maximum prices which may be paid for 
    any ordinary shares purchased under this authority. The authority will 
    expire at the conclusion of the Company's next Annual General Meeting in 
    2021 or, if earlier, the date which is six months from the end of the 
    Company's financial year which commenced on 1 April 2020. 
 
    Any shares purchased under this authority will be cancelled. As a member of 
    the Company entitled to attend and vote at the meeting convened by this 
    notice you are entitled to appoint another person as your proxy to exercise 
    all or any of your rights to attend and to speak and vote in your place at 
    the meeting. Your proxy need not be a member of the Company. 
 
    You may appoint more than one proxy in relation to the meeting convened by 
    this notice provided that each proxy is appointed to exercise the rights 
    attached to a different share or shares held by you. You may not appoint 
    more than one proxy to exercise rights attached to any one share. 
 
    By order of the Board Susan Woodward, A.C.I.S. 
 
    Secretary 
 
    3 September 2020 
 
 
 
END 
 

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