TIDMCBG
RNS Number : 5492H
Close Brothers Group PLC
15 November 2018
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 15 November 2018 at 10 Crown Place,
London EC2A 4FT, the following special business resolutions of the
group were passed:
Ordinary resolutions
14. To approve the updated Close Brothers Omnibus Share
Incentive Plan, the principal changes to which are summarised in
Appendix 1.
15. 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 GBP12,620,574 (such amount to be
reduced by any allotments or grants made 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 GBP25,241,148 (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 15
February 2020) 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.
16. To authorise the Board, in addition to any authority granted
pursuant to resolution 15, generally and unconditionally pursuant
to section 551 of the Companies Act 2006 to allot shares in the
Company and to grant rights to subscribe for or convert any
security into shares in the Company up to an aggregate nominal
amount of GBP4,732,715 in relation to any issue by the Company of
any Additional Tier 1 instruments ("AT1 Securities") that
automatically convert into or are exchanged for ordinary shares in
the Company in prescribed circumstances, where the Directors
consider that the issue of such AT1 Securities would be desirable,
including for the purpose of complying with, or maintaining
compliance with, the regulatory requirements or targets applicable
to the Company and its subsidiaries and subsidiary undertakings
from time to time and otherwise on terms as may be determined by
the Directors, such authority to apply until the end of the next
annual general meeting of the Company (or, if earlier, until the
close of business on 15 February 2020) 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 expired.
Special resolutions
17. That, if resolution 15 granting authority to allot shares is
passed, the Board be given power 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 power to be limited to:
(a) the allotment of equity securities and sale of treasury
shares in connection with an offer of, or invitation to apply for,
equity securities (but in the case of the authority granted under
paragraph (b) of resolution 15, by way of a rights issue only):
(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; and
(b) the allotment of equity securities or sale of treasury
shares (otherwise than under paragraph (a) above) up to a nominal
amount of GBP1,893,086,
such power to apply until the end of the next annual general
meeting of the Company (or, if earlier, until the close of business
on 15 February 2020) but, in each case, during this period 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 power ends and the Board may allot
equity securities (and sell treasury shares) under any such offer
or agreement as if the power had not ended.
18. That, if resolution 15 granting authority to allot shares is
passed, the Board be given the power in addition to any power
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 power to
be:
(a) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP1,893,086; 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 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 power to apply until the end of the next annual general
meeting of the Company (or, if earlier, until the close of business
on 15 February 2020) but, in each case, during this period 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 power ends and the Board may allot
equity securities (and sell treasury shares) under any such offer
or agreement as if the power had not ended.
19. That, if resolution 16 granting authority to allot AT1
Securities is passed, the Board be given the power, in addition to
any powers granted pursuant to resolutions 17 and 18, to allot
equity securities (as defined in section 560 of the Companies Act
2006) for cash under the authority given by resolution 16 up to an
aggregate nominal amount of GBP4,732,715 in relation to the issue
of AT1 Securities as if section 561 of the Companies Act 2006 did
not apply to any such allotment or sale, such power to apply until
the end of the next annual general meeting of the Company (or, if
earlier, until the close of business on 15 February 2020) 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 power 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 power had not
ended.
20. 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 15,144,688 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 the next annual general
meeting of the Company (or, if earlier, until the close of business
on 15 February 2020) 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.
21. That a general meeting other than an annual general meeting
may be called on not less than 14 clear days' notice.
Note: Appendix 1 refers to Appendix 1 of the Notice of Meeting
to be found on the Company website at:
www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting
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 3,300 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
15 November 2018
020 7655 3100
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END
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