TIDMCRDA
RNS Number : 0854X
Croda International PLC
25 April 2019
Croda International Plc - Annual General Meeting
The ninety-fourth Annual General Meeting of Croda International
Plc (the "Company") was held at the Pavilions of Harrogate, Great
Yorkshire Showground, North Yorkshire HG2 8QZ on Wednesday 24 April
2019.
All of the resolutions were voted upon by poll and were passed
by shareholders. The total number of ordinary shares in issue:
131,794,934 (excluding shares held in treasury).
The results of the poll for each resolution are as follows:
Resolution Votes For Against Withheld
% of % of
shares shares No of shares
No of shares voted No of shares voted
------------- -------- ------------- -------- ---------------
1. To receive the financial
statements of the Company and
the Group and the reports of
the directors and auditors
for the year ended 31 December
2018 96,800,460 99.997 3,306 0.003 266,520
------------- -------- ------------- -------- ---------------
2. To approve the Directors'
Remuneration Report for the
year ended 31 December 2015,
in accordance with section
439 of the Companies Act 2006 85,949,463 88.70 10,947,479 11.30 173,343
------------- -------- ------------- -------- ---------------
3. To declare a final dividend
of 49 pence per ordinary share 96,037,710 99.10 867,966 0.90 164,610
------------- -------- ------------- -------- ---------------
4. To elect R Cirillo as a
director 95,776,221 98.84 1,121,080 1.16 172,784
------------- -------- ------------- -------- ---------------
5. To re-elect A M Ferguson
as a director 94,597,964 97.63 2,300,415 2.37 171,706
------------- -------- ------------- -------- ---------------
6. To elect J P C Ferguson
as a director 96,455,932 99.54 441,473 0.46 172,680
------------- -------- ------------- -------- ---------------
7. To re-elect S E Foots as
a director 95,894,318 98.96 1,004,782 1.04 170,985
------------- -------- ------------- -------- ---------------
8. To re-elect A M Frew as
a director 94,025,926 97.46 2,446,009 2.54 598,148
------------- -------- ------------- -------- ---------------
9. To re-elect H L Ganczakowski
as a director 95,384,598 98.45 1,506,147 1.55 179,339
------------- -------- ------------- -------- ---------------
10. To re-elect K Layden as
a director 94,257,481 97.27 2,641,538 2.73 171,066
------------- -------- ------------- -------- ---------------
11. To re-elect J K Maiden
as a director 95,684,691 98.75 1,213,303 1.25 172,091
------------- -------- ------------- -------- ---------------
12. To re-appoint KPMG LLP
as auditors of the Company 96,108,998 99.18 795,780 0.82 165,508
------------- -------- ------------- -------- ---------------
13. To authorise the Audit
Committee to determine the
auditors' remuneration 96,082,647 99.15 821,699 0.85 165,940
------------- -------- ------------- -------- ---------------
14. Political donations 94,958,604 98.51 1,434,774 1.49 676,908
------------- -------- ------------- -------- ---------------
15. To authorise the directors
to allot relevant securities
up to two thirds of its issued
share capital 89,241,778 92.09 7,661,715 7.91 166,793
------------- -------- ------------- -------- ---------------
16. To authorise the directors
to allot equity securities
without pre-emptive rights
up to an aggregate nominal
amount of GBP682,510 95,069,419 98.38 1,567,758 1.62 433,109
------------- -------- ------------- -------- ---------------
17. To authorise the directors
to allot equity securities
without pre-emptive rights
up to an additional aggregate
nominal amount of GBP682,510 95,182,546 98.50 1,453,548 1.50 434,191
------------- -------- ------------- -------- ---------------
18. To authorise market purchase
of own shares up to a maximum
of 12,865,697 ordinary shares 96,450,317 99.57 418,135 0.43 201,833
------------- -------- ------------- -------- ---------------
19. That a general meeting
(other than an annual general
meeting) may be called on not
less than 14 clear days' notice 88,215,218 91.44 8,259,154 8.56 595,914
------------- -------- ------------- -------- ---------------
20. To declare a special dividend
of 115 pence per ordinary share
and associated share consolidation 96,788,283 99.88 116,361 0.12 166,442
------------- -------- ------------- -------- ---------------
Resolutions 1 to 15 (inclusive) were passed as ordinary
resolutions and resolutions 16 to 20 (inclusive) were passed as
special resolutions. The full text of the resolutions is set out in
the Notice of Annual General Meeting, a copy of which is on the
Company's website (investor centre) and has also been made
available for inspection through the National Storage Mechanism
which can be found at http://www.morningstar.co.uk/uk/NSM.
Share Consolidation
The Share Consolidation is due to take effect upon admission of
the New Ordinary Shares of 10.609756 pence each in the capital of
the Company to the premium segment of the Official List and to
trading on the London Stock Exchange's main market, expected to be
at 8.00am on Monday 29 April 2019. As a result of the Share
Consolidation shareholders will hold 41 New Ordinary Shares of
10.609756 pence each for every 42 Existing Ordinary Shares of
10.357143 pence each held at close of business on 26 April
2019.
Accordingly, application has been made to the UK Listing
Authority ("UKLA") for 131,906,881 New Ordinary Shares of 10.609756
pence each (of which 3,249,906 will be held in treasury) to be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's Main Market for listed
securities. The New Ordinary Shares will have an ISIN of
GB00BJFFLV09.
The Special Dividend of 115 pence per existing Ordinary Share,
which was announced on 26 February 2019 and was conditional upon
the Share Consolidation being approved, will be paid on 30 May 2019
to shareholders on the register at close of business on 26 April
2019 (with an ex-entitlement date of 29 April 2019).
Issue of Ordinary Shares and Cancellation of Treasury Shares
In order to ensure that the number of existing ordinary shares
of the Company is exactly divisible by 42, the Company intends to
issue 16 ordinary shares of 10.357143 pence each to the Croda
International Plc Employee Benefit Trust and to cancel 2 ordinary
shares held in treasury.
An application has been made for the 16 ordinary shares to be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's Main Market for listed
securities. Admission is expected to become effective at 8.00am UK
time on 26 April 2019. The 16 ordinary shares will form part of the
share consolidation described above.
Following the admission of the 16 ordinary shares, which is
anticipated to take place at 8.00am UK time on 26 April 2019, and
the cancellation of the 2 ordinary shares held in treasury, the
Company will, until the share consolidation becomes effective on 29
April, have 135,124,122 ordinary shares of 10.357143 pence each in
issue, of which 3,329,172 shares will be held in treasury.
Below is an expected timetable of for the Share Consolidation
and Special Dividend:
Ex dividend date for final dividend Thursday 11 April 2019
Record date for final dividend Close of business on Friday
12 April 2019
---------------------------------
Annual General Meeting 12 noon on Wednesday 24 April
2019
---------------------------------
Record date for special dividend and Close of business on Friday
share consolidation 26 April 2019
---------------------------------
Last day for dealing in Existing Ordinary Friday 26 April 2019
Shares
---------------------------------
Ex-dividend date for special dividend Monday 29 April 2019
---------------------------------
Commencement of dealings in New Ordinary 8.00am on Monday 29 April 2019
Shares
---------------------------------
CREST accounts credited with new ordinary As soon as possible after 8.00am
shares on Monday 29 April 2019
---------------------------------
Latest time and date for election to 5.00pm on Tuesday 30 April
participate in DRIP for final dividend 2019
---------------------------------
Latest time and date for election to 5.00pm on Monday 13 May 2019
participate in DRIP for special dividend
---------------------------------
Despatch of cheques for fractional entitlements By Friday 17 May 2019
for New Ordinary Shares; despatch of
certificates of New Ordinary Shares;
CREST accounts credited with value of
fractional entitlements (in each case
where applicable)
---------------------------------
Payment date for final dividend and special Thursday 30 May 2019
dividend
---------------------------------
Purchase of New Ordinary Shares for DRIP Thursday 30 May 2019
participants with respect to final and
special dividend will commence on
---------------------------------
Despatch of share certificates and crediting On or after 3 June 2019
of CREST accounts in relation to DRIP
purchases
---------------------------------
Tom Brophy
Group General Counsel & Company Secretary
25 April 2019
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGCKPDQFBKKCQB
(END) Dow Jones Newswires
April 25, 2019 04:53 ET (08:53 GMT)
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