Studio Retail Group PLC Update on Significant Vote Against (0646A)
January 16 2020 - 7:00AM
UK Regulatory
TIDMSTU
RNS Number : 0646A
Studio Retail Group PLC
16 January 2020
FOR IMMEDIATE RELEASE
16 January 2020
Studio Retail Group plc
Update on Substantial Vote Against
On 25(th) July 2019, as part of its 2019 Result of Annual
General Meeting announcement, the Board expressed its
disappointment that the Company's largest shareholder, Frasers
Group plc (previously Sports Direct International PLC) ("Frasers
Group"), had voted their shareholding of 31,850,000 shares (36.85%
of the Company's issued share capital) against the re-appointment
of Mr Caldwell, CFO of the Company. The resolution was nevertheless
passed with, 58.06% voting in favour of the resolution and with
only 2,059 shares voting against in addition to Frasers Group.
Representatives from Frasers Group had made contact with the
Company in advance of voting and it was the Board's understanding
that they had concerns regarding the Company's accounting policies,
and in particular, the treatment of Frasers Group as a related
party in the Company's 2019 Statutory Accounts and its inventory
and depreciation policies. The Audit Committee had reviewed these
areas as part of the 2019 annual audit process and fully agreed
with the accounting and reporting positions taken in each case, as
did the entire Studio Board. The Company's auditors, KPMG LLP,
signed an unqualified opinion on 4 June 2019. The Board stated that
it continued to have full confidence in Mr Caldwell, who continued
as our CFO.
Since that announcement, the Company has engaged with
representatives from Frasers Group to understand their concerns
more fully and have exchanged views on the relevant issues. During
the review of the Company's Interim Report in December 2019, the
Audit Committee again reviewed the Company's accounting policies
and the judgements made in applying those policies in recent years
as well as the recommendations from Frasers Group. The Board
remains fully supportive of the existing policies and judgements in
the context of the Company's business model and activities and
continues to have full confidence in Mr Caldwell. The Board will
continue to engage with Frasers Group on these points as required
and will set out further details of any such dialogue in the 2020
annual report and accounts.
This announcement is in satisfaction of the Company's obligation
under the UK Corporate Governance Code to provide an update within
6 months of the Annual General Meeting on the views received from
shareholders and the actions taken by the Board in response to the
significant vote (defined as 20% or more) against the resolution to
re-appoint Mr Caldwell.
Enquiries:
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan Communications
Will Smith
020 7353 4200
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END
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