TIDMLUCE
RNS Number : 9947Y
Luceco PLC
10 May 2023
Luceco plc
(the "Company")
10 May 2023
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held on
10 May 2023 at the offices of Numis at 45 Gresham St, London EC2V
7BF each of the resolutions set out in the Notice of Annual General
Meeting were voted by way of a poll. The results of the poll for
each resolution were as follows:
No. Resolution For Against Votes Total
Withheld issued
share
capital
instructed
Number % Number % Number %
of shares of shares of shares
------------ -------- ----------- ------ ----------- ------------
To receive the
Annual Report and
1 Accounts 123,016,100 100.00% 4,891 0.00% 438,577 76.51%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To declare a final
dividend of 3.0
pence per ordinary
2 share 123,456,237 100.00% 522 0.00% 2,809 76.78%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve the
Directors' Remuneration
3 Report 117,472,357 95.17% 5,959,262 4.83% 27,949 76.76%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve the
Directors' Remuneration
4 P olicy 117,475,240 95.43% 5,629,767 4.57% 354,561 76.56%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect Giles
B rand
5 as a Director 112,380,678 91.04% 11,063,308 8.96% 15,582 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect Caroline
6 Brown as a Director 123,102,527 99.72% 344,319 0.28% 12,722 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect John
Hornby
7 as a Director 121,010,979 98.02% 2,443,007 1.98% 5,582 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect Will
Hoy
8 as a Director 120,999,632 98.02% 2,447,214 1.98% 12,722 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect Tim
Surridge
9 as a Director 115,888,740 93.88% 7,558,873 6.12% 11,955 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-elect Pim
Vervaat
10 as a Director 120,674,411 97.75% 2,772,435 2.25% 12,722 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To elect Julia
Hendrickson
11 as a Director 123,441,955 100.00% 4,891 0.00% 12,722 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To re-appoint KPMG
LLP
as Auditor of
12 the Company 123,013,740 99.65% 431,891 0.35% 13,937 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To authorise the
Audit Committee
to determine the
13 Auditor's remuneration 123,440,740 99.99% 14,891 0.01% 3,937 76.78%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To make political
donations and incur
14 political expenditure 122,126,151 99.27% 902,835 0.73% 430,582 76.51%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
Authority to allot
15 shares 120,935,124 97.96% 2,518,862 2.04% 5,582 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
Authority to disapply
16* pre-emption rights 122,899,874 99.55% 554,112 0.45% 5,582 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
Authority to disapply
pre-emption rights
17* in limited circumstances 122,862,374 99.52% 591,612 0.48% 5,582 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
Authority for the
Company to purchase
18* its own shares 122,948,232 99.59% 506,522 0.41% 4,814 76.78%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
Authority to call
general meetings
(other than AGMs)
on 14 clear days'
19* notice 122,102,192 98.90% 1,352,562 1.10% 4,814 76.78%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve the
20 Rule 9 Waiver 108,853,624 92.47% 8,859,006 7.53% 5,746,938 73.20%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code as
a result of the
exercise of 510,608
options by John
21 Hornby 117,722,162 95.36% 5,731,823 4.64% 5,583 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code upon
the exercise of
302,213 options
awarded to John
Hornby on 31 March
22 2022 117,722,162 95.36% 5,721,823 4.64% 15,583 76.77%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code of
the award and subsequent
exercise of 492,956
options awarded
23 to John Hornby 117,389,855 95.09% 6,064,490 4.91% 5,223 76.78%
-------------------------- ------------ -------- ----------- ------ ----------- ------------
* special resolution
Independent Issued Share Capital: 86 ,795,189
No. Resolution For Against Votes Total
Withheld issued
share
capital
instructed
-------------------------- -------------------- -------------------- ----------- ------------
Number % Number % Number %
of shares of shares of shares
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To re-elect Caroline
6* Brown as a Director 49,581,758 99.31% 344,319 0.69% 12,722 57.52%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To re-elect Tim
Surridge
9* as a Director 42,367,971 84.86% 7,558,873 15.14% 11,955 57.52%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To re-elect Pim
Vervaat
10* as a Director 47,153,642 94.45% 2,772,435 5.55% 12,722 57.52%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To elect Julia
Hendrickson as
11* a Director 49,921,186 99.99% 4,891 0.01% 12,722 57.52%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
Authority for the
Company to purchase
18* its own shares 49,427,463 98.99% 506,522 1.01% 4,814 57.53%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To approve the
20* Rule 9 Waiver 35,332,855 79.95% 8,859,006 20.05% 5,746,938 50.92%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code as
a result of the
exercise of 510,608
options by John
21* Hornby 44,201,393 88.52% 5,731,823 11.48% 5,583 57.53%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code upon
the exercise of
302,213 options
awarded to John
Hornby on 31 March
22* 2022 44,201,393 88.54% 5,721,823 11.46% 15,583 57.52%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
To approve waiver
of Rule 9 of the
Takeover Code of
the award and subsequent
exercise of 492,956
options awarded
23* to John Hornby 43,869,086 87.86% 6,064,490 12.14% 5,223 57.53%
-------------------------- ----------- ------- ----------- ------- ----------- ------------
*independent resolution
For the purposes of the FCA Listing Rules, the Concert Party
(being ESO Investments 2 Limited, Giles Brand, Deanmor Investments,
John Hornby and his PCAs) is a controlling shareholder as a result
of it holding 74,004,811 shares (35,564,260 shares, 9,466,919
shares and 28,973,632 shares respectively). Each resolution to
re-elect independent non-executive directors (resolutions 6, 9, 10
and 11) have under Listing Rule 9.2.2E been approved by a majority
of the votes cast by: (i) the shareholders of the Company as a
whole; and (ii) the independent shareholders of the Company, that
is, all the shareholders entitled to vote on each resolution
excluding the controlling shareholder.
Per the Notice of AGM, the members of the Concert Party were not
entitled to vote on the Authority for the Company to purchase its
own shares or the Rule 9 Waiver Resolutions (Resolutions 18, 20,
21, 22 and 23).
Since the 2022 AGM the Company has engaged regularly with
shareholders regarding Resolution 20 - The Rule 9 Waiver and is
delighted that the resolution passed with 79.95 % of participating
independent shareholders voting in favour. However as 20.05 % of
participating independent shareholders voted against Resolution 20,
the Board will continue to engage as appropriate with those
shareholders who did not support the Resolution in order to
understand the reasons for their vote against the proposal and to
continue a transparent and constructive dialogue in this area.
The Board continues to consider that the ability for the Company
to buy back shares is in the best interests of all shareholders,
particularly in light of the current share price levels, which
presents an opportunity to generate attractive returns for all
shareholders through allocating capital to buying back ordinary
shares.
NOTES:
1. All Resolutions were passed.
2. Proxy appointments which gave discretion to the Chairman
of the AGM have been included in the "For" total for
the appropriate resolution.
3. Votes "For" and "Against" any resolution are expressed
as a percentage of votes validly cast for that resolution.
4. A "Vote withheld" is not a vote in law and is not counted
in the calculation of the percentage of shares voted
"For" or "Against" any resolution nor in the calculation
of the proportion of "Total issued share capital instructed"
for any resolution.
5. The number of shares in issue at close of business
on 8 May 2023 was 160,800,000 (the "Share Capital")
and at that time, the Company did not hold any shares
in treasury.
6. The proportion of "Total issued share capital instructed"
for any resolution is the total of votes validly cast
for that resolution (i.e. the total votes "For" and
"Against" that resolution) expressed as a percentage
of the Share Capital.
7. The full text of the resolutions passed at the AGM
can be found in the Notice of Annual General Meeting
which is available on the Company's website at www.lucecoplc.com
8. A copy of resolutions 16-19 passed at the AGM will
shortly be submitted to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
9. These poll results will be available shortly on the
Company's website at www.lucecoplc.com
For further information please
contact:
Luceco plc via MHP Communications
John Hornby, Chief Executive 020 3128 8276
Officer
Will Hoy, Chief Financial
Officer
MHP Communications
Tim Rowntree
Ollie Hoare 020 3128 8004
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END
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