TIDMFDL
RNS Number : 7735G
Findel PLC
25 July 2019
25 July 2019
Findel PLC ("Findel" or the "Company")
Result of Annual General Meeting
The Board of Findel announces that the Resolutions proposed at
the Annual General Meeting held on 25 July 2019 were duly passed on
a poll and without amendment by the required majority.
Further details of the Resolutions were set out in the notice of
meeting to shareholders of Findel issued on 24 June 2019.
The Board is disappointed to note that our largest shareholder,
Sports Direct International PLC (SDI), voted their shareholding of
31,850,000 shares (36.85% of the Company's issued share capital)
against the re-appointment of Mr Caldwell, our CFO. The resolution
was nevertheless passed with a vote of 58.06% voting in favour of
the resolution and with only 2,059 shares voting against in
addition to SDI.
Representatives from SDI made contact with the Company in
advance of voting and it is our understanding that they have
concerns regarding the Company's accounting policies, and in
particular the treatment of SDI as a related party in the Company's
2019 Statutory Accounts and the Company's inventory and
depreciation policies. The Audit Committee reviewed these areas as
part of the annual audit process and fully agree with the
accounting and reporting positions taken in each case, as do the
entire Board. The Company's auditors, KPMG LLP, signed an
unqualified opinion on 4 June 2019. The Board continues to have
full confidence in Mr Caldwell, who will continue as our CFO.
The Board also announces that the Company's name will change
upon registration at Companies House and trading in the Company's
shares under the new name will commence shortly. The Company's
London Stock Exchange Tradable Instrument Display Mnemonic ("TIDM")
will change to STU.L. The Company's ISIN number will remain
unchanged. A further announcement will be made on completion of the
required name change processes.
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
29 March 2019 and the directors'
and auditor's reports thereon. 75,949,391 3,448 2,117
---------------------- ---------------------- --------------------
Resolution 2: Ordinary resolution
to approve the directors'
remuneration
report for the year ended 29
March 2019. 75,902,133 10,608 42,214
---------------------- ---------------------- --------------------
Resolution 3: Ordinary resolution
to appoint Ms C. Askem as a
director
of the Company. 75,948,790 3,677 2,490
---------------------- ---------------------- --------------------
Resolution 4: Ordinary resolution
to reappoint Mr G. Ball as a
director of the Company. 75,951,936 831 2,190
---------------------- ---------------------- --------------------
Resolution 5: Ordinary resolution
to reappoint Mr I. Burke as a
director of the Company. 74,867,256 1,085,510 2,190
---------------------- ---------------------- --------------------
Resolution 6: Ordinary resolution
to reappoint Mr S. Caldwell as
a director of the Company. 44,100,682 31,852,059 2,216
---------------------- ---------------------- --------------------
Resolution 7: Ordinary resolution
to reappoint Mr F. Coumau as
a director of the Company. 75,951,893 848 2,216
---------------------- ---------------------- --------------------
Resolution 8: Ordinary resolution
to reappoint Mr P. Maudsley as
a director of the Company. 75,950,361 2,380 2,216
---------------------- ---------------------- --------------------
Resolution 9: Ordinary resolution
to reappoint Ms E. O'Donnell
as a director of the Company. 75,951,998 769 2,190
---------------------- ---------------------- --------------------
Resolution 10: Ordinary Resolution
to reappoint KPMG LLP as auditor
to the company for the period
from the conclusion of the meeting
to the conclusion of the next
general meeting of the company
at which accounts are laid. 75,911,082 2,189 41,685
---------------------- ---------------------- --------------------
Resolution 11: Ordinary Resolution
to authorise the directors to
determine the auditor's
remuneration. 75,952,209 325 2,423
---------------------- ---------------------- --------------------
Special Business
---------------------- ---------------------- --------------------
Resolution 12: Ordinary Resolution
to authorise political donations
and expenditure up to an aggregate
of GBP50,000. 75,923,240 29,273 2,444
---------------------- ---------------------- --------------------
Resolution 13: Special Resolution
to change to name of the Company
to Studio Retail Group plc. 75,934,814 4,872 15,271
---------------------- ---------------------- --------------------
Resolution 14: Special Resolution
to adopt additional articles
of association. 75,921,217 549 33,191
---------------------- ---------------------- --------------------
Resolution 15: Special Resolution
to enable a general meeting of
the company, other than an annual
general meeting, to be called
on not less than 14 days' notice. 75,615,805 324,771 14,381
---------------------- ---------------------- --------------------
The Company's issued share capital consists of 86,442,534
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
86,442,534.
The above figure, 86,442,534, 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 12
In accordance with sections 366 and 367 of the Companies Act
2006 (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 13
That the registered name of the Company be changed to Studio
Retail Group plc
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 14
That with effect from the conclusion of the meeting the articles
of association be amended by the addition of Articles 185 and 186
in the form attached to this resolution.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 15
That a general meeting of the Company, other than an annual
general meeting, may be called on not less than 14 days'
notice.
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Enquiries
Findel plc (0161 303 3465)
Ian Burke
Phil Maudsley
Tulchan Communications LLP (020 7353 4200)
Will Smith
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END
RAGSEUFIIFUSEFW
(END) Dow Jones Newswires
July 25, 2019 11:26 ET (15:26 GMT)
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