TIDMIL0A
RNS Number : 3437O
Permanent TSB Group Holdings PLC
16 May 2018
PERMANENT TSB GROUP HOLDINGS PLC
Result of Annual General Meeting (AGM)
The Directors of the Company wish to announce that each of the
resolutions proposed at the AGM of the Company held on Wednesday 16
May 2018 were passed. The full text of each resolution was included
in the notice of the AGM circulated to shareholders on 13 April
2018.
A summary of poll results for this meeting will shortly be
available on the Company's website at:
http://www.permanenttsbgroup.ie/investors/shareholder-services/annual-general-meeting/2018.aspx
In accordance with the Irish listing rule 6.6.3, the full text
of all resolutions (other than resolutions concerning ordinary
business) passed at the meeting are set out below:
Resolution 5
The Directors be and are hereby generally and unconditionally
authorised, pursuant to Section 1021 of the Companies Act 2014, to
exercise all of the powers of the Company to allot and issue all
relevant securities of the Company (within the meaning of Section
1021 of the Companies Act 2014):
(a) without prejudice to or limitation of any power and
authority granted under paragraph (b) of this Resolution 5, up to
an aggregate nominal amount of EUR75,024,756 representing
approximately 33.33% of the aggregate nominal value of the issued
ordinary share capital of the Company (excluding treasury shares)
as at 5.00 p.m. on 5 April 2018 (being the latest practicable date
prior to the date of this Notice of AGM); and
(b) without prejudice to or limitation of any power and
authority granted under paragraph (a) of this Resolution 5, up to
an aggregate nominal value of EUR75,024,756 representing
approximately 33.33% of the aggregate nominal value of the issued
ordinary share capital of the Company (excluding treasury shares)
as at 5.00 p.m. on 5 April 2018 (being the latest practicable date
prior to the date of this Notice of AGM) provided that any equity
securities (as defined in Section 1023(1) of the Companies Act
2014) allotted pursuant to the authority in this paragraph 5(b) are
offered by way of one or more rights issues open for a period or
periods fixed by the Directors to or in favour collectively of the
holders of equity securities on the register of members and/or any
persons having a right to subscribe for equity securities in the
capital of the Company (including, without limitation, any persons
entitled or who may become entitled to acquire equity securities
under any share option scheme or share incentive plan of the
Company then in force) at such record dates as the Directors may
determine and where the equity securities respectively attributable
to the interests of such holders are proportional in nominal value
(as near as may be reasonable) to the respective number of equity
securities held by them on such record dates, and subject generally
to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to legal or practical problems
(including dealing with any fractional entitlements and/or arising
in respect of any overseas shareholders) under the laws of, or the
requirements of any regulatory body or stock exchange in, any
territory;
The authority hereby conferred shall commence at the time of the
passing of this Resolution and shall expire at the conclusion of
the next AGM of the Company after the passing of this Resolution or
at midnight on the date which is 15 calendar months after the date
of passing this Resolution (whichever is earlier) unless and to the
extent that such power is renewed, revoked, or extended prior to
such date; provided 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 may allot
relevant securities in pursuance of such an offer or agreement as
if the power conferred by this Resolution had not expired.
Resolution 6
Subject to and conditional upon Resolution 5 of the Notice of
AGM being passed, and without prejudice to or limitation of any
power and authority granted under Resolution 7, pursuant to
Sections 1022 and 1023(3) of the Companies Act 2014, the Directors
be and are hereby empowered to allot equity securities (within the
meaning of Section 1023(1) of the Companies Act 2014) for cash
pursuant to the authority to allot relevant securities conferred on
the Directors by Resolution 5 of this Notice of AGM as if Section
1022(1) of the Companies Act 2014 did not apply to any such
allotment, such power to be effective from the time of passing of
this Resolution and shall expire at the conclusion of the next AGM
of the Company after the passing of this Resolution or at midnight
on the date which is 15 calendar months after the date of passing
this Resolution (whichever is earlier) unless and to the extent
that such power is renewed, revoked, or extended prior to such date
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 Directors may allot equity securities
(and sell treasury shares) under any such offer or agreement as if
the authority had not expired; and such power being limited to:
a) the allotment of equity securities in connection with any one
or more offer of securities, open for a period or periods fixed by
the Directors, by way of rights issue, open offer, other invitation
or otherwise to or in favour collectively of the holders of
ordinary shares and/or any persons having a right to subscribe for
equity securities in the capital of the Company (including, without
limitation, any persons entitled or who may become entitled to
acquire equity securities under any of the Company's share option
scheme or share incentive plans then in force) at such record dates
as the Directors may determine where the equity securities
respectively attributable to the interests of such holders are
proportional (as nearly as may be reasonably be) to the respective
number of ordinary shares held by them and subject thereto the
allotment in any case by way of placing or otherwise of any
securities not taken up in such issue or offer to such persons as
the Directors may determine; and; generally, subject to such
exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to legal or practical problems
(including dealing with any fractional entitlements and/or arising
in respect of any overseas shareholders) under the laws of, or the
requirements of any regulatory body or stock exchange in, any
territory;
b) and/or the allotment of equity securities up to a maximum
aggregate nominal value of EUR11,367,387, which represents
approximately 5% of the issued ordinary share capital of the
Company as at 5.00 p.m. on 5 April 2018.
Resolution 7
Subject to and conditional upon Resolution 5 of the Notice of
AGM being passed and in addition and without prejudice to or
limitation of any power and authority granted under Resolution 6 of
the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the
Companies Act 2014 the Directors be and are hereby empowered to
allot equity securities (within the meaning of Section 1023(1) of
the Companies Act 2014) for cash pursuant to the authority to allot
relevant securities conferred on the Directors by Resolution 5 of
this Notice of AGM as if Section 1022(1) of the Companies Act 2014
did not apply to any such allotment, such power to be effective
from the time of passing of this Resolution and shall expire at the
conclusion of the next AGM of the Company after the passing of this
Resolution or midnight on the date which is 15 calendar months
after the date of passing this Resolution (whichever is earlier)
unless and to the extent that such power is renewed, revoked, or
extended prior to such date 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
Directors may allot equity securities (and sell treasury shares)
under any such offer or agreement as if the authority had not
expired; and such power being limited to:
a) the allotment of equity securities up to a maximum aggregate
nominal value of EUR11,367,387, which represents approximately 5%
of the issued ordinary share capital of the Company (excluding
treasury shares) as at 5.00 p.m. on 5 April 2018; 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 Directors determine to be an
acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Disapplying the Pre-Emption Rights
most recently published by the Pre-Emption Group and in effect
prior to the date of this Notice of AGM.
Resolution 8
That pursuant to Section 1074 of the Companies Act 2014, the
Company and any subsidiary of the Company be and they are each
hereby generally authorised to make market purchases and overseas
market purchases (in each case as defined by Section 1072 of that
Act) of ordinary shares in the capital of the Company on such terms
and conditions and in such manner as the Directors may determine
from time to time; but subject however to the provisions of that
Act and to the following restrictions and provisions:
(a) the maximum number of ordinary shares authorised to be
acquired shall not exceed 10% of the ordinary share capital in
issue in the Company (excluding treasury shares) as at 5.00 p.m. on
the day on which this Resolution is passed;
(b) the minimum price (excluding expenses) which may be paid for
any ordinary share shall be an amount equal to the nominal value
thereof; and
(c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be:
(i) 5% above the higher of the average of the closing prices of
the Company's ordinary shares taken from the Irish Stock Exchange
Daily Official List and the average of the closing prices of the
Company's ordinary shares taken from the London Stock Exchange
Daily Official List, in each case for the five business days (in
Dublin and London, respectively, as the case may be) preceding the
day the purchase is made (the "Market Purchase Appropriate Price"),
or if on any such business day there shall be no dealing of
ordinary shares on the trading venue where the purchase is carried
out or a closing price is not otherwise available, the Market
Purchase Appropriate Price shall be determined by such other method
as the Directors shall determine, in their sole discretion, to be
fair and reasonable; or, if lower,
(ii) the amount stipulated by Article 3(2) of Commission
Delegated Regulation (EU) 2016/1052 relating to regulatory
technical standards for the conditions applicable to buy-backs
programmes and stabilisation measures (being the value of an
ordinary share calculated on the basis of the higher of the price
quoted for: (i) the last independent trade, and (ii) the highest
current independent purchase bid for, any number of ordinary shares
on the trading venue(s) where the purchase pursuant to the
authority conferred by this resolution will be carried out);
(d) such authority shall expire at the conclusion of the next
AGM of the Company after the date of passing this Resolution or at
midnight on the date which is 15 calendar months after the date of
passing this Resolution (whichever is earlier), unless previously
varied, revoked or renewed by special resolution in accordance with
the provisions of Section 1074 of the Companies Act 2014; and
(e) the Company may, before such expiry, enter into a contract
for the purchase of ordinary shares which would or might be
executed wholly or partly after such expiry and may complete any
such contract as if the authority conferred hereby had not
expired.
Resolution 9
That for the purposes of Section 1078 of the Companies Act 2014,
the re-allotment price range at which any treasury shares (as
defined by Section 106 of that Act) for the time being held by the
Company may be re-allotted off-market shall be as follows:
(a) the maximum price (excluding expenses) at which a treasury
share may be re-allotted off market shall be an amount equal to
120% of the Treasury Share Appropriate Price; and
(b) the minimum price (excluding expenses) at which a treasury
share may be re-allotted off-market shall be the nominal value of
the share where such a share is required to satisfy an obligation
under an employee share scheme (as defined in the Main Securities
Market Listing Rules issued by the Irish Stock Exchange) operated
by the Company, or in all other cases shall be an amount equal to
95% of the Treasury Share Appropriate Price (provided always that
no treasury share shall be issued at a price lower than its nominal
value); and
(c) for the purposes of sub-paragraphs (a) and (b), the
expression "Treasury Share Appropriate Price" shall mean the lower
of the average of the closing prices of the Company's ordinary
shares taken from the Irish Stock Exchange Daily Official List and
the average of the closing prices of the Company's ordinary shares
taken from the London Stock Exchange Daily Official List in each
case for the five business days (in Dublin and in London,
respectively, as the case may be) prior to the day the re-allotment
is made, or if on any business day there shall be no dealing of
ordinary shares on the trading venue or a closing price is not
otherwise available, the Treasury Share Appropriate Price shall be
determined by such other method as the Directors shall determine,
in their sole discretion, to be fair and reasonable.
The authority hereby conferred shall expire at the conclusion of
the next AGM of the Company or at midnight on the date which is 15
months of the passing of the resolution, whichever is the earlier,
unless previously varied, revoked or renewed by special resolution.
The Company may before such expiry make a contract for the
re-allotment of treasury shares which would or might be wholly or
partly executed after such expiry and may make a re-issue or
re-allotment of treasury shares pursuant to any such contract as if
the authority hereby conferred had not expired.
Resolution 10
That, subject to and in accordance with Section 1102 of the
Companies Act 2014, the Directors be and are hereby generally and
unconditionally authorised to call a general meeting, other than an
annual general meeting or a meeting for the passing of a special
resolution, on not less than 14 clear days' notice (as defined in
the constitution of the Company). The authority hereby conferred
shall expire at the conclusion of the next AGM of the Company held
after the date of the passing of this resolution unless previously
renewed, varied or revoked by the Company in general meeting.
Ends.
Conor Ryan
Group Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
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