TIDMGLB
RNS Number : 5611K
Glanbia PLC
22 April 2020
As Ordinary Business
Resolution 1
To review the Company's affairs and receive and consider the
Financial Statements for the year ended 04 January 2020 together
with the reports of the Directors and the Auditors thereon.
Resolution 2
To declare a final dividend of 15.94 cent per share on the
ordinary shares for the year ended 04 January 2020.
Resolution 3
By separate resolutions, to re-elect the following Directors
who, in accordance with the provisions of the UK Corporate
Governance Code, retire and, being eligible, offer themselves for
re-election:
(a) Patsy Ahern
(b) Mark Garvey
(c) Vincent Gorman
(d) Brendan Hayes
(e) Martin Keane
(f) John Murphy
(g) Patrick Murphy
(h) Siobhán Talbot
(i) Patrick Coveney*
(j) John Daly*
(k) Donard Gaynor*
(l) Mary Minnick *
(m) Dan O'Connor*
* Conducted by way of poll.
Resolution 4
To authorise the Directors to fix the remuneration of the
Auditors for the 2020 financial year.
Resolution 5
To receive and consider the Remuneration Committee report for
the year ended 04 January 2020 (excluding the part containing the
proposed 2018-2020 Directors' Remuneration Policy) which is set out
on pages 84 to 108 of the Annual Report.
As Special Business
Resolution 6 (Special)
"That it is hereby resolved that the provision in Article 54(a)
allowing for the convening of an Extraordinary General Meeting by
at least fourteen Clear Days' notice (where such meetings are not
convened for the passing of a special resolution) shall continue to
be effective."
Resolution 7 (Ordinary)
"That the Directors of the Company be and are hereby generally
and unconditionally authorised to exercise all the
powers of the Company, to allot relevant securities (within thev
meaning of Section 1021 of the Companies Act 2014) up to an amount
equal to the authorised but as yet unissued share capital of the
Company on the date of this resolution. The power hereby conferred
shall expire at close of business on the earlier of the next Annual
General Meeting or 21 July 2021 unless and to the extent that such
power is renewed, revoked or extended prior to such date, save the
Company may make before such expiry an offer or agreement which
would or might require relevant securities to be allotted after
such expiry, and the Directors may allot relevant securities in
pursuance of such an offer or agreement as if the power conferred
by this resolution had not expired."
Resolution 8 (Special)
"That subject to the passing of Resolution 7 in the Notice of
this Meeting, the Directors of the Company are hereby empowered,
pursuant to 1022 of the Companies Act 2014, to allot equity
securities (as defined by Section 1023 of that Act) for cash
pursuant to the authority conferred by the ordinary resolution of
the Company passed as Resolution 7 in the Notice of this Meeting as
if Section 1022 of that Act did not apply to any such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with any
rights issue or other pre-emptive issue in favour of ordinary
shareholders (other than those holders with registered addresses
outside the State to whom an offer would, in the opinion of the
Directors, be impractical or unlawful in any jurisdiction) on the
register of members at such record date as the Directors may
determine where the equity securities respectively attributable to
the interests of such ordinary shareholders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held
by them and subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with regulatory
requirements, legal or practical problems in respect of overseas
shareholders, fractional elements or otherwise; and
(b) the allotment of equity securities for cash (otherwise than
under paragraph a. above) together with all Treasury Shares (as
contemplated in Section 1078 of the Companies Act 2014) re-issued
while this authority remains operable shall not exceed an aggregate
nominal value equal to 5% of the nominal value of the issued share
capital of the Company as at the date of this resolution;
Provided that:
i. the power hereby conferred shall expire at the close of
business on the earlier of the date on which the Annual General
Meeting of the Company is held in the year 2021 and the date which
is fifteen months after the date on which this resolution is passed
or deemed to have been passed, unless and to the extent that such
authority is renewed, revoked or extended prior to such date;
ii. the Company may make before such expiry an offer or
agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity
securities in pursuance of such an offer or agreement
notwithstanding that the power hereby conferred has expired;
and
iii. any power conferred on the Directors to allot equity
securities in accordance with Section 1022 of that Act which is in
force immediately before this resolution is passed or deemed to be
passed is hereby revoked."
Resolution 9 (Special)
"That subject to the passing of Resolution 7 in the Notice of
this Meeting, the Directors of the Company be and are hereby
authorised to allot equity securities (as defined in the Companies
Act 2014) for cash under the authority given by that resolution as
if section 1022 of the Companies Act 2014 did not apply to any such
allotment, provided that this authority shall be limited:
a. to circumstances where the proceeds of any such allotment are
to be used only for the purposes of financing (or re-financing, if
the authority is to be used within six months after the original
transaction) a transaction which the Directors determine to be an
acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Dis-applying Pre-emption Rights most
recently published by the Pre-Emption Group prior to the date of
this Notice; and
b. so that the sum of the nominal value of all allotments made
pursuant to this authority and all Treasury Shares (as contemplated
in Section 1078 of the Companies Act 2014) reissued while this
authority remains operable shall not exceed an aggregate nominal
amount equal to 5% of the nominal value of the issued share capital
of the Company as at the date of this resolution.
This authority shall expire at the end of the next Annual
General Meeting of the Company or, if earlier, at the close of
business on 21 July 2021 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 after the authority
expires and the Board may allot equity securities under any such
offer or agreement as if the authority had not expired."
Resolution 10 (Special)
"That the Company and/or any of its subsidiaries (as defined by
Section 1072 of the Companies Act, 2014) be and are
hereby generally authorised to purchase on a securities market
(as defined in Section 1072 of the Companies Act, 2014) shares of
any class in the Company (the "Shares") on such terms and
conditions and in such manner as the Directors may from time to
time determine but subject, however, to the provisions of the
Companies Act, 2014 and to the following restrictions and
provisions:
a. the maximum number of Shares authorised to be acquired
pursuant to the terms of this resolution shall be such number of
Shares whose aggregate nominal value shall equal 10 per cent of the
aggregate nominal value of the issued share capital of the Company
as at the close of business on the date of the passing of this
resolution;
b. the minimum price, which may be paid for any Share, shall be the nominal value of the Share;
c. the maximum price (excluding expenses) which may be paid for
any Share in the Company (a "Relevant Share") shall be the higher
of:
i. the higher of 5 per cent above the average of the closing
prices of a Relevant Share taken from the Euronext Dublin Daily
Official List in Dublin and the average of the closing prices of
the shares taken from the Official List of the London Stock
Exchange for the five business days prior to the day the purchase
is made; and
ii. the amount stipulated by Article 3(2) of Commission
Delegated Regulation (EU) 2016/1052 and any corresponding provision
of any replacement legislation, being the value of a Relevant Share
calculated on the basis of the higher of the price quoted for:
(a) the last independent trade of; and
(b) the highest current independent bid or offer for,
any number of Relevant Shares on the trading venue where the
purchase pursuant to the authority conferred by this resolution
will be carried out).
The authority hereby conferred shall expire at the close of
business on the earlier of the date on which the next Annual
General Meeting of the Company is held in the year 2021 and the
date which is fifteen months after the date on which
this resolution is passed or deemed to have been passed, unless
and to the extent that such authority is previously varied, revoked
or renewed in accordance with the provisions of Section 1074 of the
Companies Act, 2014. The Company or any such subsidiary may enter
before such expiry into a contract for the purchase of Shares which
would or might be wholly or partly executed after such expiry and
may complete any such contract as if the authority conferred hereby
had not expired."
Resolution 11 (Special)
"That for the purposes of Section 1078 of the Companies Act,
2014 the re-issue price range at which any treasury shares (as
defined by the said Section 106 of the Companies Act 2014) for the
time being held by the Company may be re-issued off-market shall be
as follows:
a. the maximum price at which a treasury share may be reissued
off-market shall be an amount equal to 120% of the Appropriate
Price (defined below); and
b. the minimum price at which a treasury share may be reissued
off-market shall be an amount equal to 95% of the Appropriate
Price.
For the purposes of this resolution the expression "Appropriate
Price" shall mean the average of the five amounts resulting from
determining whichever of the following ((i), (ii) or (iii)
specified below) in relation to shares of the class of which such
treasury shares to be re-issued shall be appropriate in respect of
each of the five business days immediately preceding the day on
which the treasury share is re-issued, as determined from
information published by or under the authority of Euronext Dublin
reporting the business done on each of these five business
days:
a. if there shall be more than one dealing reported for the day,
the average of the prices at which such dealings took place; or
b. if there shall be only one dealing reported for the day, the
price at which such dealing took place; or
c. if there shall not be any dealing reported for the day, the
average of the high and low market guide prices for the day;
and if there shall be only a high (but not a low) or a low (but
not a high) market guide price reported, or if there shall not be
any market guide price reported, for any particular day, then that
day shall not count as one of the said five business days for the
purposes of determining the Appropriate Price. If the means of
providing the foregoing information as to dealings and prices by
reference to which the Appropriate Price shall be determined is
altered or is replaced by some other means, then the Appropriate
Price shall be determined on the basis of the equivalent
information published by the relevant authority in relation to
dealings on Euronext Dublin or its equivalent.
The authority hereby conferred shall expire at the close of
business on the earlier of the date on which the next Annual
General Meeting of the Company is held in the year 2021 and the
date which is fifteen months after the date on which this
resolution is passed or deemed to have been passed, unless and to
the extent that such authority is previously varied or renewed in
accordance with the provisions of Section 1078 of the Companies
Act, 2014."
** Resolution 12 (Ordinary)
" That, subject to the adoption of Resolution 10 and having
regard to the provisions of the Irish Takeover Panel Act
1997, Takeover Rules 2013, ("Takeover Rules") and the conditions
attached by the Irish Takeover Panel to the grant of a waiver under
Rule 37 of the Takeover Rules as described in the Circular
containing the Notice of this Meeting, it is hereby agreed and
confirmed that the Company and its subsidiaries may purchase shares
in the Company pursuant
to the authority in Resolution 10 without Glanbia Co-operative
Society Limited and the persons presumed to be acting
in concert with it being obliged to make an offer to the
shareholders of the Company pursuant to Rule 37, provided
that:
a. the maximum number of shares that may be purchased under this
authority shall not exceed 29,604,568 shares (being equivalent to
10% of the current issued share capital of the Company);
b. in circumstances where no shares are acquired by Directors of
the Company pursuant to the authorities in Resolutions 13 or 14,
such purchases do not cause the percentage of the issued share
capital of the Company held by Glanbia Co-operative Society Limited
and persons presumed to be acting in concert with it to exceed
35.24%; and
c. in circumstances where shares are acquired by Directors of
the Company pursuant to the authorities in Resolutions 13 or 14,
such purchases do not cause the percentage of the issued share
capital of the Company held by Glanbia Co-operative Society Limited
and persons presumed to be acting in concert with it to exceed
37.32%.
The authority hereby conferred shall expire on the expiry of the
authority conferred by Resolution 10."
** Resolution 13 (Ordinary)
"That having regard to the provisions of the Takeover Rules and
the conditions attached by the Irish Takeover Panel to
the grant of a waiver under Rule 9 of the Takeover Rules as
described in the Circular containing the Notice of this Meeting, it
is hereby agreed and confirmed that Executive Directors of the
Company may acquire shares in the Company pursuant to any
employees' share scheme (as defined in Section 64 of the Companies
Act 2014) without Glanbia Co-operative Society Limited and the
persons presumed to be acting in concert with it being obliged to
make an offer to the shareholders of the Company pursuant to Rule 9
provided that:
a. . the maximum number of shares that may be purchased under
this authority shall not exceed 5,200,000 shares (being equivalent
to 1.76% of the current issued share capital of the Company);
b. in circumstances where no shares are acquired by the Company
or the Directors of the Company pursuant to the authorities in
Resolutions 12 or 14, such acquisitions do not cause the percentage
of the issued share capital of the Company held by Glanbia
Co-operative Society Limited and persons presumed to be acting in
concert with it to exceed 33.48%; and
c. in circumstances where shares are acquired by the Company or
the Directors of the Company pursuant to the authorities in
Resolutions 12 or 14, such acquisitions do not cause the percentage
of the issued share capital of the Company held by the Society and
persons presumed to be acting in concert with it, to exceed
37.32%."
The authority conferred by Resolution 13 at the 2013 Annual
General Meeting of the Company is hereby revoked and
replaced by the authority hereby conferred on the basis that
this authority shall not expire until it is revoked or until the
limits specified above are exhausted."
** Resolution 14 (Ordinary)
" That having regard to the provisions of the Takeover Rules and
the conditions attached by the Irish Takeover Panel to the grant of
a waiver under Rule 9 of the Takeover Rules as described in the
Circular containing the Notice of this Meeting, it is hereby agreed
and confirmed that so long as the Company is not in an offer period
and unless otherwise notified to the Company in writing by the
Irish Takeover Panel, any Director of the Company may purchase up
to 20,000 shares in the Company in any 12 month period without
Glanbia Cooperative Society Limited and the persons presumed to be
acting in concert with it being obliged to make an offer to the
shareholders of the Company pursuant to Rule 9 provided that;
a. in circumstances where no shares are acquired by the Company
or the Directors of the Company pursuant to the authorities in
Resolutions 12 or 13, such purchases do not cause the percentage of
the issued share capital of the Company held by Glanbia
Co-operative Society Limited and persons presumed to be acting in
concert with it to exceed 31.83%; and
b. in circumstances where shares are acquired by the Company or
the Directors of the Company pursuant to the authorities in
Resolutions 12 or 13, such purchases do not cause the percentage of
the issued share capital of the Company held by Glanbia
Co-operative Society Limited and persons presumed to be acting in
concert with it, to exceed 37.32%.
The authority hereby conferred shall expire at the commencement
of the next Annual General Meeting of the
Company to be held in 2021."
** Resolutions 12 to 14 were conducted by way of a poll. Glanbia
Co-operative Society Limited and all of its directors and the
Directors of the Company undertook not to vote on Resolutions 12 to
14.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STREAKLAAFDEEFA
(END) Dow Jones Newswires
April 22, 2020 12:15 ET (16:15 GMT)
Glanbia (LSE:GLB)
Historical Stock Chart
From Apr 2024 to May 2024
Glanbia (LSE:GLB)
Historical Stock Chart
From May 2023 to May 2024