TIDMCBG
RNS Number : 7693W
Close Brothers Group PLC
16 November 2017
Close Brothers Group plc
Annual General Meeting resolutions passed
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Close Brothers Group plc ("the group" or "Close Brothers")
announces that at the Annual General Meeting of the group duly
convened and held on Thursday 16 November 2017 at 10 Crown Place,
London EC2A 4FT, the following special business resolutions of the
group were passed:
Ordinary resolutions
3. To approve the Directors' Remuneration Policy, the full text
of which is set out on pages 74 to 81 of the Directors'
Remuneration Report contained within the Annual Report and
Accounts.
15. If resolution 3 is passed, to approve the updated Close
Brothers Omnibus Share Incentive Plan (the "Plan"), the principal
changes to which are summarised in Appendix 2.
16. To authorise the Board generally and unconditionally to
allot shares in the Company and to grant rights to subscribe for or
convert any security into shares in the Company:
(a) up to a nominal amount of GBP12,646,853 (such amount to be
reduced by the nominal amount allotted or granted under paragraph
(b) below in excess of such sum); and
(b) comprising equity securities (as defined in the Companies
Act 2006) up to a nominal amount of GBP25,293,707 (such amount to
be reduced by any allotments or grants made under paragraph (a)
above) in connection with an offer by way of a rights issue:
(1) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(2) to holders of other equity securities as required by the
rights of those securities or as the Board otherwise considers
necessary,
and so that the Board may impose any limits or restrictions and
make any arrangements which it considers necessary or appropriate
to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter,
such authorities to apply until the end of next year's Annual
General Meeting (or, if earlier, until the close of business on 16
February 2019) but, in each case, during this period the Company
may make offers and enter into agreements which would, or might,
require shares to be allotted or rights to subscribe for or convert
securities into shares to be granted after the authority ends and
the Board may allot shares or grant rights to subscribe for or
convert securities into shares under any such offer or agreement as
if the authority had not ended.
Special resolutions
17. That, if resolution 16 granting authority to allot shares is
passed, the Board be authorised to allot equity securities (as
defined in the Companies Act 2006) for cash under the authority
given by that resolution and/or to sell ordinary shares held by the
Company as treasury shares for cash as if section 561 of the
Companies Act 2006 did not apply to any such allotment or sale,
such authority to be limited to:
(a) allotments for rights issues and other pre-emptive issues;
and
(b) the allotment of equity securities or sale of treasury
shares (otherwise than
under paragraph (a) above) up to a nominal amount of
GBP1,897,028,
such authority to expire at the end of the next AGM of the
Company (or, if earlier, at the close of business on 16 February
2019) but, in each case, prior to its expiry the Company may make
offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold)
after the authority expires and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the authority had not expired.
18. That, if resolution 16 granting authority to allot shares is
passed, the Board be authorised in addition to any authority
granted under resolution 17 to allot equity securities (as defined
in the Companies Act 2006) for cash under the authority given by
that resolution and/or to sell ordinary shares held by the Company
as treasury shares for cash as if section 561 of the Companies Act
2006 did not apply to any such allotment or sale, such authority to
be:
(a) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP3,794,056 (excluding
treasury shares); and
(b) used only for the purposes of financing (or refinancing, if
the authority is to be used within six months after the original
transaction) a transaction which the Board of the Company
determines to be an acquisition or other capital investment of a
kind contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group
prior to the date of this notice,
such authority to expire at the end of the next AGM of the
Company (or, if earlier, at the close of business on 16 February
2019 but, in each case, prior to its expiry the Company may make
offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold)
after the authority expires and the Board may allot equity
securities (and sell treasury shares) under any such offer or
agreement as if the authority had not expired.
19. That the Company be authorised for the purposes of section
701 of the Companies Act 2006 to make one or more market purchases
(as defined in section 693(4) of the Companies Act 2006) of its
ordinary shares of 25p each, such power to be limited:
(a) to a maximum number of 15,176,224 ordinary shares;
(b) by the condition that the minimum price which may be paid
for an ordinary share is the nominal amount of that share and the
maximum price which may be paid for each ordinary share is the
highest of:
(1) an amount equal to 5% above the average market value of an
ordinary share for the five business days immediately preceding the
day on which that ordinary share is contracted to be purchased;
and
(2) the higher of the price of the last independent trade and
the highest current independent purchase bid on the London Stock
Exchange Trading System,
in each case, exclusive of expenses,
such authority to apply until the end of next year's Annual
General Meeting (or, if earlier, until the close of business on 16
February 2019) but during this period the Company may enter into a
contract to purchase ordinary shares which will or may be completed
or executed wholly or partly after the authority ends and the
Company may purchase ordinary shares pursuant to any such contract
as if the authority had not ended.
20. That a general meeting other than an Annual General Meeting
may be called on not less than 14 clear days' notice.
21. That, subject to the approval of the Court, the amount of
GBP307,762,365.31 being the entire amount standing to the credit of
the Company's share premium account be cancelled and that the
resulting sum be credited to the distributable profits of the
Company.
About Close Brothers
Close Brothers is a leading UK merchant banking group providing
lending, deposit taking, wealth management services and securities
trading. We employ over 3,200 people, principally in the UK. Close
Brothers Group plc is listed on the London Stock Exchange and is a
member of the FTSE 250.
John Hudspith
Deputy Company Secretary
Close Brothers Group plc
LEI code: 213800W73SYHR14I3X91
16 November 2017
020 7655 3100
This information is provided by RNS
The company news service from the London Stock Exchange
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