TIDMMSLH
RNS Number : 5486N
Marshalls PLC
09 May 2018
9 May 2018 LEI: 213800S21IFC367J5V62
LR 9.6.3, 9.6.18
Marshalls plc announces that all resolutions contained in the
Notice of Meeting dated 5 April 2018 previously circulated to
shareholders were passed on a poll at the Annual General Meeting of
the Company held on Wednesday 9 May 2018 and that copies of the
resolutions below (other than those concerning ordinary business)
have been forwarded to the UK Listing Authority via the National
Storage Mechanism and will be available for inspection at
www.morningstar.co.uk.
Resolution That a general meeting, other than an
12 Annual General Meeting, may be called
on not less than 14 clear days' notice.
Resolution That the Directors be and are hereby generally
13 and unconditionally authorised in accordance
with Section 551 of the Companies Act
2006 to exercise all the powers of the
Company to allot shares in the Company
and to grant rights to subscribe for,
or to convert any security into, shares
in the Company ("Rights"):
(a) up to an aggregate nominal amount
of GBP16,614,896 representing approximately
one-third of the current issued share
capital of the Company; and
(b) up to a further aggregate nominal
amount of GBP16,614,896 representing approximately
one-third of the current issued share
capital of the Company provided that (i)
they are equity securities (within the
meaning of section 560(1) of the Companies
Act 2006) and (ii) they are offered by
way of a rights issue to holders of Ordinary
Shares on the Register of Members at such
record date as the Directors may determine,
where the equity securities respectively
attributable to the interests of the Ordinary
Shareholders are proportionate (as nearly
as may be practicable) to the respective
numbers of Ordinary Shares held, or deemed
held, by them on such record date, subject
to such exclusions or other arrangements
as the Directors may deem necessary or
expedient to deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the laws of any
overseas territory or the requirements
of any regulatory authority or stock exchange
or by virtue of shares being represented
by depositary receipts or any other matter;
provided that such authority shall expire
at the conclusion of the 2019 Annual General
Meeting, save that the Company may, before
such expiry, make an offer or agreement
which would or might require shares to
be allotted or Rights to be granted after
such expiry, and the Directors may allot
shares and grant Rights in pursuance of
such offer or agreement as if the authority
conferred by this Resolution had not expired.
Resolution That, subject to the passing of Resolution
14 13, the Directors be and are hereby empowered
pursuant to Section 570 and Section 573
of the Companies Act 2006 to allot equity
securities (as defined in Section 560
of the Companies Act 2006) for cash pursuant
to the general authority conferred by
Resolution 13 or by way of a sale of treasury
shares as if Section 561(1) of the Companies
Act 2006 did not apply to such allotment
or sale, provided that this power shall
be limited to allotments of equity securities
and the sale of treasury shares:
(a) in connection with an offer of equity
securities (but in the case of the authority
granted under paragraph (b) of Resolution
13 by way of rights issue only) in favour
of the holders of Ordinary Shares on the
register of members at such record date(s)
as the Directors may determine where the
equity securities respectively attributable
to the interests of the Ordinary Shareholders
are proportionate (as nearly as may be
practicable) to the respective numbers
of Ordinary Shares held or deemed to be
held by them on any such record date(s),
subject to such exclusions or other arrangements
as the Directors may deem necessary or
expedient to deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the laws of any
overseas territory or the requirements
of any regulatory body or stock exchange
or by virtue of shares being represented
by depositary receipts or any other matter;
and
(b) (otherwise than pursuant to paragraph
(i) of this Resolution 14) to any person
or persons up to an aggregate nominal
amount of GBP2,492,234 (representing no
more than 5 per cent of issued Ordinary
Share capital at the date of this Notice
of Annual General Meeting);
and such power shall expire at the conclusion
of the 2019 Annual General Meeting of
the Company, but so that the Company may
before such expiry make an offer or agreement
which would or might require equity securities
to be allotted or treasury shares to be
sold after such expiry, and the Directors
may allot equity securities or sell treasury
shares in pursuance of such offer or agreement
as if the power conferred by this Resolution
had not expired.
Resolution That the Company be generally and unconditionally
15 authorised and in accordance with Section
701 of the Companies Act 2006, to make
market purchases (as defined in Section
693(4) of the Companies Act 2006) on the
London Stock Exchange of up to 29,886,875
Ordinary Shares of 25 pence each in the
capital of the Company (being approximately
14.99 per cent of the current issued Ordinary
Share capital of the Company) on such
terms and in such manner as the Directors
of the Company may from time to time determine,
provided that:
(a) the amount paid for each share (exclusive
of expenses) shall not be more than the
higher of (i) 5 per cent above the average
of the middle market quotation for Ordinary
Shares in the Company as derived from
the London Stock Exchange Daily Official
List for the 5 business days before the
date on which the share is contracted
to be purchased, and (ii) an amount equal
to the higher of the price of the last
independent trade and the highest current
independent bid for an Ordinary Share
in the Company as derived from the London
Stock Exchange Trading System;
(b) the minimum price which may be paid
for an Ordinary Share (exclusive of expenses)
is 25 pence per Ordinary Share; and
(c) the authority herein contained shall
expire at the conclusion of the 2019 Annual
General Meeting of the Company, provided
that the Company may, before such expiry,
make a contract to purchase its own Ordinary
Shares which would or might be executed
wholly or partly after such expiry, and
the Company may make a purchase of its
own Ordinary Shares in pursuance of such
contract as if the authority hereby conferred
had not expired.
The proxy voting results for each resolution (all of which were
passed on a poll) are as follows:
For Against Withheld
Resolution 1
To receive the Report of the
Directors and the Accounts
for the year ended 31 December
2017 together with the Auditor's
Report 146,825,399 726,771 3,308,327
Resolution 2
To re-appoint Deloitte LLP
as Auditors to the Company 150,825,372 28,058 7,067
Resolution 3
To authorise the Directors
to determine the remuneration
of the Auditors of the Company 150,835,587 20,571 4,339
Resolution 4
To declare a final dividend
for the year ended 31 December
2017 of 6.80 pence per Ordinary
Share in the Company 150,133,275 725,000 1,696
Resolution 5
To declare a supplementary
dividend of 4.00 pence per
Ordinary Share in the Company 150,122,410 732,006 86
Resolution 6
To re-elect Janet Ashdown
as a Director 150,456,097 390,966 10,885
Resolution 7
To re-elect Jack Clarke as
a Director 149,894,625 962,976 2,896
Resolution 8
To re-elect Martyn Coffey
as a Director 149,944,822 907,999 7,231
Resolution 9
To re-elect Tim Pile as a
Director 149,809,481 1,025,903 25,113
Resolution 10
To elect Graham Prothero as
a Director 148,324,343 1,109,853 1,426,299
Resolution 11
To approve the Directors'
Remuneration Report for the
year ended 31 December 2017 136,785,808 8,344,183 5,730,503
Resolution 12
To authorise that a general
meeting other than an annual
general meeting may be called
on no less than 14 clear days'
notice 147,842,122 3,002,759 13,067
Resolution 13
To renew the Directors' general
authority to allot relevant
securities 150,424,070 415,594 13,833
Resolution 14
To renew the power of the
Directors to allot equity
securities for cash without
first offering them to shareholders
pro rata to their holdings 150,684,902 137,062 38,533
Resolution 15
To grant authority to the
Company to make market purchases
of its own Ordinary Shares 148,690,869 2,159,019 18,455
Enquiries:
Cathy Baxandall
Company Secretary
Tel: 01422 314767
This information is provided by RNS
The company news service from the London Stock Exchange
END
RAGBXGDURSGBGIC
(END) Dow Jones Newswires
May 09, 2018 09:49 ET (13:49 GMT)
Marshalls (LSE:MSLH)
Historical Stock Chart
From Apr 2024 to May 2024
Marshalls (LSE:MSLH)
Historical Stock Chart
From May 2023 to May 2024