TIDMSTU
RNS Number : 6527M
Studio Retail Group PLC
22 September 2021
22 September 2021
Studio Retail Group PLC ("Studio" or the "Company")
Result of Annual General Meeting
The Board of Studio announces that the Resolutions proposed at
the Annual General Meeting held on 22 September 2021 were duly
passed on a poll and without amendment by the required
majorities.
Further details of the Resolutions were set out in the notice of
meeting to shareholders of Studio issued on 27 July 2021.
Copies of each of the resolutions passed at the meeting
comprising Special Business are also set out below.
The final votes for each resolution were as follows:
Resolution For Against Withheld
Ordinary Business
------------------------ --------------------- --------------------
Resolution 1: Ordinary
resolution to receive
the annual accounts
of the Company for
the year ended 26 March
2021 and the directors'
and auditor's reports
thereon. 79,622,613 374 39,022
------------------------ --------------------- --------------------
Resolution 2: Ordinary
resolution to approve
the directors' remuneration
report for the year
ended 26 March 2021. 79,621,899 40,043 67
------------------------ --------------------- --------------------
Resolution 3: Ordinary
resolution to reappoint
Ms C. Askem as a director
of the Company. 79,652,068 9,941 0
------------------------ --------------------- --------------------
Resolution 4: Ordinary
resolution to reappoint
Mr G. Ball as a director
of the Company. 79,162,222 499,787 0
------------------------ --------------------- --------------------
Resolution 5: Ordinary
resolution to reappoint
Mr I. Burke as a director
of the Company. 79,161,702 500,307 0
------------------------ --------------------- --------------------
Resolution 6: Ordinary
resolution to reappoint
Mr P. Kendrick as a
director of the Company. 79,661,538 471 0
------------------------ --------------------- --------------------
Resolution 7: Ordinary
resolution to reappoint
Mr S. Caldwell as a
director of the Company. 79,661,142 841 26
------------------------ --------------------- --------------------
Resolution 8: Ordinary
Resolution to reappoint
Mazars LLP as auditor
to the company. 79,661,184 825 0
------------------------ --------------------- --------------------
Resolution 9: Ordinary
Resolution to authorise
the directors to determine
the auditor's remuneration. 79,661,372 611 26
------------------------ --------------------- --------------------
Resolution 10: Ordinary
Resolution to authorise
the directors to allot
shares. 79,600,886 21,039 40,084
------------------------ --------------------- --------------------
Resolution 11: Ordinary
Resolution to authorise
political donations. 79,088,822 572,636 551
------------------------ --------------------- --------------------
Resolution 12: Special
Resolution to authorise
the directors to disapply
pre-emption rights
in certain circumstances. 79,562,623 98,184 1,202
------------------------ --------------------- --------------------
Resolution 13: Special
Resolution to authorise
the directors to disapply
pre-emption rights
for acquisitions and
other capital investment. 79,562,758 98,049 1,202
------------------------ --------------------- --------------------
Resolution 14: Special
Resolution to authorise
the Company to acquire
its own shares. 79,621,865 39,849 295
------------------------ --------------------- --------------------
Resolution 15: Special
Resolution to adopt
new articles of association. 79,660,935 811 263
------------------------ --------------------- --------------------
Resolution 16: Special
Resolution to enable
the calling of general
meetings on short notice. 79,606,487 55,522 0
------------------------ --------------------- --------------------
Resolution 17: Special
Resolution to authorise
the purchase and cancellation
of deferred shares. 79,660,446 690 873
------------------------ --------------------- --------------------
The Company's issued share capital consists of 87,012,534
ordinary shares of GBP0.10 each with ISIN GB 00B8B4R053. The
Company does not hold any shares in Treasury. Therefore, the total
number of ordinary shares in the Company with voting rights is
87,012,534.
The above figure, 87,012,534, may be used by shareholders as
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company under the FCA's Disclosure and Transparency
Rules.
SPECIAL BUSINESS
(ORDINARY) RESOLUTION NUMBER 10
That the directors be and are hereby generally and
unconditionally authorised pursuant to section 551 of the Companies
Act 2006 (the "2006 Act") to allot shares in the Company and to
grant rights to subscribe for or to convert any security into
shares in the Company:
(i) up to an aggregate nominal amount of GBP2,895,584; and
(ii) comprising equity securities (as defined in the 2006 Act)
up to an aggregate nominal amount of GBP5,791,168 (including within
such limit any shares issued or rights granted under paragraph (i)
above) in connection with an offer by way of a rights issue to:
(a) holders of ordinary shares of 10 pence each in the capital
of the Company ("Ordinary Shares") on the register on a record date
fixed by the directors in proportion (as nearly as may be
practicable) to their existing holdings; and
(b) holders of other equity securities if this is required by
the rights of those securities or, if the directors consider it
necessary, as permitted by the rights of those securities,
and so that the directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory, or any matter whatsoever,
provided that this authority shall expire at the conclusion of
the Company's next Annual General Meeting, save that the Company
may, before such expiry, make offers or enter into any agreements
which would, or might, require rights to subscribe for or to
convert any securities into Ordinary Shares to be granted or equity
securities to be allotted after such expiry and the directors may
allot equity securities or grant such rights under such offer or
agreement as if the authority conferred by this resolution had not
expired.
SPECIAL BUSINESS
(ORDINARY) RESOLUTION NUMBER 11
In accordance with sections 366 and 367 of the 2006 Act to
authorise the Company (and subsidiaries of the Company at any time
during the period for which this resolution has effect) during the
period from the date of this resolution to the conclusion of the
Company's next Annual General Meeting:
(i) to make political donations to political parties and/or independent election candidates;
(ii) to make political donations to political organisations other than political parties; and
(iii) to incur political expenditure,
up to an aggregate amount of GBP50,000, and the amount
authorised under each of paragraphs (i) to (iii) of this resolution
shall also be limited to such amount and that words and expressions
defined for the purpose of the 2006 Act shall have the same meaning
in this resolution.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 12
That, subject to the passing of resolution 10, the directors are
hereby generally empowered pursuant to sections 570 and 573 of the
2006 Act to allot equity securities (within the meaning of the 2006
Act) 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 of the 2006 Act did not apply to any such
allotment or sale, provided that the power shall be limited to:
(i) the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or invitation to
apply for, equity securities (but in the case of the authority
granted under resolution 10(ii), by way of a rights issue only)
to:
(a) holders of ordinary shares of 10 pence each in the capital
of the Company ("Ordinary Shares") on the register on a record date
fixed by the directors in proportion (as nearly as may be
practicable) to their existing holdings; and
(b) holders of other equity securities if this is required by
the rights of those securities or, if the directors consider it
necessary, as permitted by the rights of those securities,
and so that the directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory, or any matter whatsoever; and
(ii) in the case of the authority granted under resolution
10(i), the allotment (otherwise than under paragraph (i) above) of
equity securities or sale of treasury shares for cash up to an
aggregate amount of GBP434,337 representing 5% of the Company's
ordinary issued share capital as at 26 July 2021 (being the latest
practicable date prior to the publication of this document).
Such power shall apply until the conclusion of the Company's
next Annual General Meeting, save that the Company may, before such
expiry, make offers or enter into any agreements which would, or
might, require equity securities to be allotted or equity
securities held as treasury shares to be sold under such offer or
agreement as if the power conferred by this resolution had not
expired.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 13
That, subject to the passing of resolution 10 and in addition to
the power granted to them under resolution 12, the directors be
hereby generally empowered pursuant to sections 570 and 573 of the
2006 Act to allot equity securities (within the meaning of the 2006
Act) for cash, pursuant to the authority conferred by resolution
10(i) as if section 561 of the 2006 Act did not apply to the
allotment, provided that the power shall:
(i) in the case of the authority granted under resolution 10(i):
(a) be limited to the allotment of equity securities for cash up
to an aggregate nominal amount of GBP434,337 representing 5% of the
Company's ordinary issued share capital as at 26 July 2021 (being
the latest practicable date prior to the publication of this
document); and
(b) be used only for the purposes of financing (or refinancing,
if the power is used within six months 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 this
document; and
(ii) apply until the conclusion of the Company's next Annual
General Meeting, save that the Company may, before such expiry,
make offers or enter into any agreements which would, or might,
require equity securities to be allotted or equity securities held
as treasury shares to be sold under such offer or agreement as if
the power conferred by this resolution had not expired.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 14
That the Company be hereby generally and unconditionally
authorised pursuant to section 701 of the 2006 Act to make market
purchases (as defined in section 639(4) of the Act) of Ordinary
Shares provided that:
(i) the maximum number of Ordinary Shares which may be purchased
is 8,686,753, being approximately 10% of the Company issued
ordinary share capital as at 26 July 2021 (being the latest
practicable date prior to the publication of this document);
(ii) the minimum price (excluding stamp duty and expenses) which
may be paid for each Ordinary Share is 10 pence;
(iii) the maximum price which may be paid for each Ordinary
Share (exclusive of stamp duty and expenses) is an amount not more
than the higher of:
(a) 105% of the average middle market price of an Ordinary Share
as derived from the London Stock Exchange Daily Official List for
the five business days immediately preceding the date of purchase;
and
(b) an amount equal to the higher of the price of the last
independent trade of an Ordinary Share and the highest current
independent bid for an Ordinary Share as derived from the London
Stock Exchange Trading System; and
(iv) this authority will expire at the conclusion of the
Company's next Annual General Meeting, save that the Company may
make a contract or contracts to purchase Ordinary Shares under the
authority hereby conferred prior to the expiry of such authority
and may make a purchase of Ordinary Shares in pursuant to any such
contract.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 15
That with effect from the end of this Annual General Meeting,
the articles of association produced to the meeting and signed by
the Chairman for the purpose of identification, are adopted as the
articles of association of the Company in substitution for, and to
the exclusion of, the Company's existing articles of
association.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 16
That a general meeting of the Company, other than an annual
general meeting, may be called on not less than 14 clear days'
notice.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 17
That the Company's entry into and performance of its obligations
under the off-market purchase agreement to be entered into between
the Company and the Selling Shareholders (as defined therein) in
relation to the purchase and cancellation of 166,878,704 deferred
shares of GBP23.97p each in the capital of the Company be and are
hereby approved and authorised for the purposes of section 694 of
the 2006 Act and otherwise, but so that such approval shall expire
at the conclusion of the Company's next Annual General Meeting.
--- END ---
Enquiries
Studio Retail Group plc (0161 303 3465)
Ian Burke
Tulchan Communications LLP (020 7353 4200)
Sunni Chauhan
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