TIDMVANL
RNS Number : 1708B
Van Elle Holdings PLC
18 September 2018
18 September 2018
Van Elle Holdings plc
("Van Elle" or the "Company")
Results of Annual General Meeting
Van Elle's 2018 Annual General Meeting ("AGM") was held at
Eversheds Sutherland (International) LLP, One Wood Street, London,
EC2V 7WS at 10am today. All resolutions proposed at the AGM were
voted by way of a poll. The results of the poll for each resolution
were as follows:
Resolution For (votes) For %(2) Against Against Total % of ISC Withheld
(votes) (%)(2) votes voted (votes)(1)
validly
cast
1 51,772,375 100.00 0 0.00 51,772,375 64.72% 0
------------ --------- ----------- -------- ----------- --------- ------------
2 51,015,626 98.54 756,749 1.46 51,772,375 64.72% 0
------------ --------- ----------- -------- ----------- --------- ------------
3 51,769,975 100.00 2,400 0.00 51,772,375 64.72% 0
------------ --------- ----------- -------- ----------- --------- ------------
4 30,644,780 59.20 21,124,170 40.80 51,768,950 64.71% 3,425
------------ --------- ----------- -------- ----------- --------- ------------
5 51,772,375 100.00 0 0.00 51,772,375 64.72% 0
------------ --------- ----------- -------- ----------- --------- ------------
6 35,686,515 68.94 16,080,460 31.06 51,766,975 64.71% 5,400
------------ --------- ----------- -------- ----------- --------- ------------
7 51,756,975 99.98 10,000 0.02 51,766,975 64.71% 5,400
------------ --------- ----------- -------- ----------- --------- ------------
8 29,891,554 58.59 21,125,821 41.41 51,017,375 63.77% 755,000
------------ --------- ----------- -------- ----------- --------- ------------
9 29,641,429 57.26 22,125,821 42.74 51,767,250 64.71% 5,125
------------ --------- ----------- -------- ----------- --------- ------------
10 29,888,554 57.74 21,878,821 42.26 51,767,375 64.71% 5,000
------------ --------- ----------- -------- ----------- --------- ------------
11 29,899,254 57.75 21,870,721 42.25 51,769,975 64.71% 2,400
------------ --------- ----------- -------- ----------- --------- ------------
Ordinary resolutions 1-8 were all duly passed. Resolutions 9-11,
which were proposed as special resolutions requiring a 75% vote in
favour of votes cast, were not passed. These resolutions relate to
the Company's ability to issue new shares in certain circumstances,
for example to fund acquisitions or other material capital
investments. Whilst the Board is disappointed that these
resolutions have not been passed, it will actively engage with the
dissenting shareholders so as to determine at what point they
should be re-presented for approval.
The proposed resolutions are set out below.
ORDINARY BUSINESS
As ordinary business, to consider, and if thought fit, pass the
following resolutions 1 to 7 as ordinary resolutions.
1. To receive and adopt the accounts of the Company for the year
ended 30 April 2018, together with the reports of the Directors and
of the auditor thereon.
2. To reappoint BDO LLP as auditor to the Company, to hold
office until the end of the next general meeting at which accounts
are laid before the Company.
3. To authorise the Directors to determine the remuneration of the auditor of the Company.
4. That the Directors' remuneration report, in the form set out
in the annual report of the Company for the year ended 30 April
2018, be approved.
5. To declare a final dividend for the year ended 30 April 2018
of 2.3p per ordinary share, to be paid on 28 September 2018 to
members whose names appear on the register of members at the close
of business on 7 September 2018.
6. To re-elect as a Director David Hurcomb, who retires by
rotation, in accordance with Article 113 of the Company's Articles
of Association.
7. To re-elect as a Director Mark Cutler, who retires by
rotation, in accordance with Article 113 of the Company's Articles
of Association.
To transact any other ordinary business of the Company.
SPECIAL BUSINESS
As special business, to consider and, if thought fit, pass the
following resolutions which will be proposed as to resolution 8 as
an ordinary resolution and as to resolutions 9 to 11 as special
resolutions:
8. THAT the Directors be and are hereby generally and
unconditionally authorised pursuant to Section 551 of the Companies
Act 2006 (in substitution for any existing authorities to allot
relevant securities) to exercise all the powers of the Company to
allot shares and grant rights to subscribe for, or convert any
security into, shares in the Company:
(i) comprising equity securities (within the meaning of Section
560 of the Companies Act 2006) up to a maximum nominal amount
(within the meaning of Section 551 of the Companies Act 2006) of
GBP533,333 (being approximately one-third of the issued share
capital of the Company, excluding shares held in treasury) such
amount to be reduced by the nominal amount allotted or granted
under paragraph (i) of this resolution in excess of such sum; and
further
(ii) equity securities (within the meaning of Section 560 of the
Companies Act 2006) in connection with a rights issue in favour of
ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to the respective numbers of
ordinary shares held by them up to an aggregate nominal amount of
GBP533,333 (being approximately one-third of the issued share
capital of the Company, excluding shares held in treasury),
and so that the Board may impose any limits or restrictions or
make any other arrangements as it may deem necessary or appropriate
in relation to treasury shares, fractional entitlements, record
dates or legal, regulatory or practical problems in, or under the
laws of, any territory or by virtue of shares being represented by
depository receipts or any other matter, such authorities to apply
until the close of business on 17 December 2019 or, if earlier, at
the conclusion of the next AGM of the Company, or save that the
Company may before such expiry make 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 as if the authority conferred hereby
had not expired.
9. THAT, if resolution 8 as set out in the notice of this
meeting is passed, and in accordance with Article 13 of the
Articles of Association of the Company, the Board be authorised
pursuant to Section 570 of the Companies Act 2006 to allot equity
securities (as defined in Section 560 of the Companies Act 2006)
for cash under the general authority conferred by resolution 8 as
if Section 561(1) of the Companies Act 2006 did not apply to such
allotment, such authority to be limited to allotments of equity
securities:
(i) in connection with or pursuant to an offer (by any person)
of equity securities to the holders of the issued ordinary shares
in the capital of the Company (excluding any shares of that class
held as treasury shares), where the securities respectively
attributable to the interests of such holders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held
by such holders. Such allotments may be made subject to such
exclusions or other arrangements as the Directors consider
appropriate, necessary or expedient to deal with any fractional
entitlements or with any legal or practical difficulties arising
under the law of any territory or the requirements of any
regulatory body or recognised investment exchange or otherwise;
and
(ii) otherwise than under paragraph (i) above, up to a nominal amount of GBP80,000,
such authority to expire at the end of the next AGM of the
Company after the passing of this resolution (or, if earlier, at
the close of business on 17 December 2019), but in each case, prior
to its expiry, the Company may make offers or enter into agreements
which would or might require equity securities to be allotted after
the authority expires, and the Board may allot equity securities
(and sell treasury shares) under any such offer or agreement as if
the authority had not expired.
10. THAT, if resolution 8 is passed, and in accordance with
Article 13 of the Articles of Association of the Company, the Board
be authorised pursuant to Section 570 of the Companies Act 2006 in
addition to any authority granted under resolution 9 to allot
equity securities (as defined in Section 560 of the Companies Act
2006) for cash under the authority given by that resolution and/or
to sell ordinary shares held by the Company as treasury shares for
cash as if Section 561(1) of the Companies Act 2006 did not apply
to any such allotment or sale, such authority to be:
(i) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP80,000; and
(ii) 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 Board of the Company
determines to be an acquisition or another capital investment of a
kind contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group
prior to the date of this notice,
such authority to expire at the end of the next AGM of the
Company (or, if earlier, at the close of business on 17 December
2019) but in each case, prior to its expiry, the Company may make
offers or enter into agreements which would or might require equity
securities to be allotted (and treasury shares to be sold) under
any such offer or agreement as if the authority had not
expired.
11. THAT, the Company be generally and unconditionally
authorised, pursuant to section 701 of the Companies Act 2006, to
make market purchases (as defined in section 693(4) of the
Companies Act 2006) of up to 8,000,000 Ordinary Shares of 0.02p
each in the capital of the Company (being approximately 10 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:
(i) the amount paid for each share (exclusive of expenses) shall
not be more than the higher of (1) five per cent above the average
market value for the five business days before the date on which
the contract for the purchase is made, and (2) an amount equal to
the higher of the price of the last independent trade and current
independent bid as derived from the trading venue where the
purchase was carried out for less than 0.02p per share; and
(ii) the authority herein contained shall expire at the end of
the annual general meeting of the Company to be held in 2019 or at
the close of business on 17 December 2019, whichever is earlier,
provided that the Company may, before such expiry, make a contract
to purchase its own shares which would or might be executed wholly
or partly after such expiry, and the Company may make a purchase of
its own shares in pursuance of such contract as if the authority
hereby conferred hereby had not expired.
Notes:
1. A "Vote withheld" is not a vote in law and is not counted in
the proportion of votes "For" or "Against" any resolution, or
"Total votes validly cast".
2. Percentages are expressed as a percentage of total votes
validly cast (and does not include votes withheld).
3. The Notice of Annual General Meeting is available on the Company's website: www.van-elle.co.uk
Enquiries:
Van Elle Holdings plc 017 7358 0580
Mark Cutler, Chief Executive Officer
Paul Pearson, Chief Financial Officer
Instinctif Partners (Financial Public Relations) 020 7457 2020
Mark Garraway
James Gray
Rosie Driscoll
Peel Hunt LLP (Nominated Adviser and corporate
broker) 020 7418 8900
Charles Batten
Mike Bell
Justin Jones
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END
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