TIDMPEBB
RNS Number : 5137X
Pebble Group PLC (The)
06 May 2021
6 May 2021
THE PEBBLE GROUP PLC
("The Pebble Group", the "Company" or the "Group")
(AIM: PEBB)
Posting of Annual Report and Notice of AGM
The Pebble Group, a leading provider of technology, services and
products to the global promotional products industry, announces
that its Annual Report and Accounts for the year ended 31 December
2020 and the Notice of
its 2021 Annual General Meeting ("AGM") are now available on the Group's website at www.thepebblegroup.com
Copies of both documents will be posted to shareholders later
today.
The AGM will be held at Broadway House, Trafford Wharf Road,
Trafford Park, Manchester M17 1DD on Thursday 3 June 2021 at
1.00pm.
Format of the AGM
The Company's board of Directors ("Board") continues to monitor
the coronavirus pandemic and has noted, in particular, the gradual
easing of public health restrictions across England in line with
the government's "COVID-19 Response - Spring 2021" roadmap
published in February. Based on that roadmap and associated
guidance, it is currently anticipated that attendance in person at
the meeting will not be unlawful. It is therefore intended that the
directors will be present in person at the AGM, observing relevant
social distancing guidelines in place on the date of the meeting.
However, given ongoing public health considerations, shareholders
are strongly encouraged not to attend the meeting in person and to
appoint the Chair of the meeting as proxy.
Engagement
The Board recognises the importance of the AGM to shareholders
and is keen to ensure engagement in this year's AGM as effectively
as practicable. As such, a webcast will be accessible for
shareholders to view and listen to the AGM remotely. Details are
set out in the Notice of the AGM.
Questions can be put to the Board relating to the business to be
conducted at the AGM either by emailing
investors@thepebblegroup.com in advance or by submitting a question
during the AGM through the webcast facility. Any questions
shareholders wish to submit in advance of the AGM must be received
by 1:00pm on Tuesday 1 June 2021.
Change of circumstances
The coronavirus pandemic is an evolving situation and therefore
the AGM arrangements are subject to change, including at short
notice, if circumstances and/or public health guidance changes. The
Board recommends that shareholders monitor the Company's
announcements for any updates by registering to receive RNS alerts:
www.thepebblegroup.com/investors/rns-alerts/
Resolutions contained in the Notice of AGM
Resolutions 1 to 10 below will be proposed as ordinary
resolutions and resolutions 11 to 15 will be proposed as special
resolutions.
Receipt of audited accounts and reports
1. To receive the Company's audited accounts and the auditor's
and directors' reports for the year ended 31 December 2020.
Approval of directors' remuneration report
2. To approve the directors' remuneration report, as set out in
the Company's annual report and accounts for the year ended 31
December 2020.
Re-election of directors
3. To re-elect Richard Law as a director.
4. To re-elect Christopher Lee as a director.
5. To re-elect Claire Thomson as a director.
6. To re-elect Yvonne Monaghan as a director.
7. To re-elect Stuart Warriner as a director.
Re-appointment and remuneration of the auditor
8. To re-appoint PricewaterhouseCoopers LLP as the Company's auditor.
9. To authorise the audit committee of the board of directors to
determine the auditor's remuneration.
Authority to allot shares
10. That the directors are generally and unconditionally
authorised pursuant to 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 such shares (Allotment Rights), but so that:
(i) the maximum amount of shares that may be allotted or made
the subject of Allotment Rights under this authority are shares
with an aggregate nominal value of GBP1,105,175, of which one-half
may be allotted or made the subject of Allotment Rights in any
circumstances and the other half may be allotted or made the
subject of Allotment Rights pursuant to any rights issue or
pursuant to any arrangements made for the placing or underwriting
or other allocation of any shares or other securities included in,
but not taken up under, such rights issue;
(ii) this authority shall expire at the close of business on 30
June 2022 or, if earlier, on the conclusion of the Company's annual
general meeting to be held in 2022;
(iii) the Company may make any offer or agreement before such
expiry which would or might require shares to be allotted or
Allotment Rights to be granted after such expiry and the directors
may allot shares or grant Allotment Rights under any such offer or
agreement as if the authority had not expired; and
(iv) all authorities vested in the directors on the date of the
notice of this meeting to allot shares or to grant Allotment Rights
that remain unexercised at the commencement of this meeting are
revoked.
Company off-market purchase of deferred shares
11. That for all purposes (including section 694 Companies Act
2006) the terms of a conditional agreement dated 29 April 2021 and
made between (1) Claire Thomson, Christopher Lee, David Landes,
Siobhan Howlett, Adelfo Marino, Rowland Deighton, Karl Whiteside
and Charles W. Fandos Revocable Trust U/T/A dated May 30, 1997 and
(2) the Company for the purchase by the Company of 12,564,501
deferred shares of GBP0.01 each in the capital of the Company
(being all of the shares of that class currently in issue), a copy
of which is now produced to this meeting and initialled for the
purposes of identification by the Chair, be authorised, such
authority to expire on 30 June 2021, and that the directors be
authorised to cause the Company to complete such agreement in
accordance with its terms.
New articles of association of the Company
12. That, with effect from the time at which all of the issued
deferred shares of GBP0.01 each in the capital of the Company are
cancelled upon their purchase by the Company pursuant to the
agreement referred to in resolution 11 in the notice of this
meeting, the regulations contained in the document produced to the
meeting and initialled for the purposes of identification by the
Chair be adopted as the new articles of association of the Company
in substitution for, and to the exclusion of, the existing articles
of association of the Company.
Disapplication of pre-emption rights
13. That, subject to the passing of resolution 10 in the notice
of this meeting, the directors are empowered pursuant to sections
570 and 573 of the Companies Act 2006 to allot equity securities
(as defined in section 560 of that Act) for cash, pursuant to the
authority conferred on them by resolution 10 in the notice of this
meeting or by way of a sale of treasury shares, as if section 561
of that Act did not apply to any such allotment, provided that this
power is limited to:
(i) the allotment of equity securities in connection with any
rights issue or open offer or any other pre-emptive offer that is
open for acceptance for a period determined by the directors to the
holders of ordinary shares on the register on any fixed record date
in proportion to their holdings of ordinary shares (and, if
applicable, to the holders of any other class of equity security in
accordance with the rights attached to such class), subject in each
case to such exclusions or other arrangements as the directors may
deem necessary or appropriate in relation to fractions of such
securities, the use of more than one currency for making payments
in respect of such offer, treasury shares, any legal or practical
problems in relation to any territory or the requirements of any
regulatory body or any stock exchange; and
(ii) the allotment of equity securities (other than pursuant to
paragraph (i) above) with an aggregate nominal value of GBP83,725,
and shall expire on the revocation or expiry (unless renewed) of
the authority conferred on the directors by resolution 10 in the
notice of this meeting, save that, before the expiry of this power,
the Company may make any offer or agreement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities under any such offer or
agreement as if the power had not expired.
14. That, subject to the passing of resolution 10 in the notice
of this meeting and in addition to the power contained in
resolution 13 set out in the notice of this meeting, the directors
are empowered pursuant to sections 570 and 573 of the Companies Act
2006 to allot equity securities (as defined in section 560 of that
Act) for cash, pursuant to the authority conferred on them by
resolution 10 in the notice of this meeting or by way of sale of
treasury shares, as if section 561 of that Act did not apply to any
such allotment, provided that this power is:
(i) limited to the allotment of equity securities up to an
aggregate nominal value of GBP83,725; and
(ii) used only for the purposes of financing (or refinancing, if
the power is to be exercised within six months after the date of
the original transaction) a transaction which the directors
determine to be an acquisition or other 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 the notice of this meeting,
and shall expire on the revocation or expiry (unless renewed) of
the authority conferred on the directors by resolution 10 in the
notice of this meeting, save that, before the expiry of this power,
the Company may make any offer or agreement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities under any such offer or
agreement as if the power had not expired.
Purchase of own ordinary shares
15. That the Company is generally and unconditionally authorised
pursuant to section 701 of the Companies Act 2006 to make market
purchases (as defined in section 693 of that Act) of ordinary
shares in its capital, provided that:
(i) the maximum aggregate number of such shares that may be
acquired under this authority is 16,745,000;
(ii) the minimum price (exclusive of expenses) which may be paid
for such a share is its nominal value;
(iii) the maximum price (exclusive of expenses) which may be
paid for such a share is 5 per cent. above the average of the
middle market quotations for an ordinary share (as derived from the
London Stock Exchange's Daily Official List) for the five business
days immediately preceding the date on which the share is
contracted to be purchased;
(iv) this authority shall expire at the close of business on 30
June 2022 or, if earlier, at the conclusion of the Company's annual
general meeting to be held in 2022, and
(v) before such expiry the Company may enter into a contract to
purchase shares that would or might require a purchase to be
completed after such expiry and the Company may purchase shares
pursuant to any such contract as if the authority had not
expired.
Enquiries:
The Pebble Group plc
Chris Lee, Chief Executive Officer
Claire Thomson, Chief Financial Officer +44 (0) 161 786 0415
Grant Thornton UK LLP (Nominated Adviser)
Samantha Harrison / Harrison Clarke /
Lukas Girzadas +44 (0) 20 7184 4384
Berenberg (Corporate Broker)
Chris Bowman / Jen Clarke / Arnav Kapoor +44 (0) 20 3207 7800
Belvedere Communications (Financial thepebblegrouppr@belvederepr.com
PR) +44 (0) 7715 769 078
Cat Valentine +44 (0) 7967 816 525
Keeley Clarke +44 (0) 7407 023 147
Llew Angus
About The Pebble Group plc - www.thepebblegroup.com
The Pebble Group is a provider of technology, services and
products to the global promotional products industry, comprising
two differentiated businesses, focused on specific areas of the
promotional products market:
Facilisgroup - www.facilisgroup.com
Facilisgroup focuses on supporting the growth of mid-sized
Promotional Product businesses in North America by providing a
technology platform, which enables those businesses to benefit from
significant business efficiency and gain meaningful supply chain
advantage from the ability to purchase from quality suppliers under
preferred terms.
Brand Addition - www.brandaddition.com
Brand Addition focuses upon providing promotional products and
related services under contract to some of the world's most
recognisable brands. Its largest contracts are valued in the
millions of pounds with the products and services supplied being
used for brand building, customer engagement and employee rewards.
Working in close collaboration with its clients, Brand Addition
designs products and product ranges, hosts client-branded global
web stores and provides international sourcing and distribution
solutions.
We categorise our revenues into two divisions, Corporate
Programmes, that supports our clients' general marketing
activities, and Consumer Promotions, that supports our clients in
driving their own sales volumes.
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END
NOADKQBNQBKDPPK
(END) Dow Jones Newswires
May 06, 2021 03:00 ET (07:00 GMT)
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