TIDMGLB
RNS Number : 8362X
Glanbia PLC
06 May 2021
As Ordinary Business
Resolution 1
To review the Company's affairs and receive and consider the
Financial Statements for the year ended 02 January 2021 together
with the reports of the Directors and the Auditors thereon.
Resolution 2
To declare a final dividend of 15.94 cent per share on the
ordinary shares for the year ended 02 January 2021.
Resolution 3
By separate resolutions, to re-elect the following Directors
who, in accordance with the provisions of the UK Corporate
Governance Code, retire and, being eligible, offer themselves for
re-election:
(a) Patsy Ahern
(b) Mark Garvey
(c) Vincent Gorman
(d) Brendan Hayes
(e) John G Murphy
(f) John Murphy
(g) Patrick Murphy
(h) Siobhán Talbot
(i) Roisin Brennan*
(j) Patrick Coveney*
(k) Paul Duffy*
(l) Donard Gaynor*
(m) Jane Lodge
(n) Dan O'Connor*
* Conducted by way of poll.
Resolution 4
To authorise the Directors to fix the remuneration of the
Auditors for the 2021 financial year.
Resolution 5
To receive and consider the Remuneration Committee report for
the year ended 02 January 2021 (excluding the part containing the
proposed 2018-2020 Directors' Remuneration Policy) which is set out
on pages 101 to 105 of the Annual Report.
As Special Business
Resolution 6 (Special)
"That it is hereby resolved that the provision in Article 54(a)
allowing for the convening of an Extraordinary General Meeting by
at least fourteen Clear Days' notice (where such meetings are not
convened for the passing of a special resolution) shall continue to
be effective."
Resolution 7 (Ordinary)
"That the Directors of the Company be and are hereby generally
and unconditionally authorised to exercise all the powers of the
Company, to allot relevant securities (within the meaning of
Section 1021 of the Companies Act 2014) up to an amount equal to
the authorised but as yet unissued share capital of the Company on
the date of this resolution. The power hereby conferred shall
expire at close of business on the earlier of the next Annual
General Meeting of the Company to be held in the year 2022 or 5
August 2022 unless and to the extent that such power is renewed,
revoked or extended prior to such date, save the Company may make
before such expiry an offer or agreement which would or might
require relevant securities to be allotted after such expiry, and
the Directors may allot relevant securities in pursuance of such an
offer or agreement as if the power conferred by this resolution had
not expired."
Resolution 8 (Special)
" That subject to the passing of Resolution 7 in the Notice of
this Meeting, the Directors of the Company are hereby
empowered, pursuant to Section 1022 of the Companies Act 2014,
to allot equity securities (as defined by Section 1023 of that Act)
for cash pursuant to the authority conferred by the ordinary
resolution of the Company passed as Resolution 7 in the Notice of
this Meeting as if Section 1022 of that Act did not apply to any
such allotment, provided that this power shall be limited to:
a. the allotment of equity securities in connection with any
rights issue or other pre-emptive issue in favour of ordinary
shareholders (other than those holders with registered addresses
outside the State to whom an offer would, in the opinion of the
Directors, be impractical or unlawful in any jurisdiction) on the
register of members at such record date as the Directors may
determine where the equity securities respectively attributable to
the interests of such ordinary shareholders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held
by them and subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with regulatory
requirements, legal or practical problems in respect of overseas
shareholders, fractional elements or otherwise; and
b. the allotment of equity securities for cash (otherwise than
under paragraph a. above) together with all treasury shares (as
contemplated in Section 1078 of the Companies Act 2014) re-issued
while this authority remains operable shall not exceed an aggregate
nominal value equal to 5% of the nominal value of the issued share
capital of the Company as at the date of this resolution;
Provided that:
i. the power hereby conferred shall expire at the close of
business on the earlier of the date on which the Annual General
Meeting of the Company is held in the year 2022 and the date which
is 15 months after the date on which this resolution is passed or
deemed to have been passed, unless and to the extent that such
authority is renewed, revoked or extended prior to such date;
ii. the Company may make before such expiry 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
notwithstanding that the power hereby conferred has expired;
and
iii. any power conferred on the Directors to allot equity
securities in accordance with Section 1022 of that Act which is in
force immediately before this resolution is passed or deemed to be
passed is hereby revoked."
Resolution 9 (Special)
"That subject to the passing of Resolution 7 in the Notice of
this Meeting, the Directors of the Company be and are
hereby authorised to allot equity securities (as defined in the
Companies Act 2014) for cash under the authority given
by that resolution as if Section 1022 of the Companies Act 2014
did not apply to any such allotment, provided that this
authority shall be limited:
a. to circumstances where the proceeds of any such allotment are
to be used only for the purposes of financing
(or re-financing, if the authority is to be used within six
months after 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
Dis-applying Pre-emption Rights most recently published by the
Pre-Emption Group kprior to the date of the Notice of this Meeting;
and
b. so that the sum of the nominal value of all allotments made
pursuant to this authority and all treasury shares (as contemplated
in Section 1078 of the Companies Act 2014) reissued while this
authority remains operable shall not exceed an aggregate nominal
amount equal to 5% of the nominal value of the issued share capital
of the Company as at the date of this resolution.
This authority shall expire at the end of the next Annual
General Meeting of the Company to be held in the year 2022
or, if earlier, at the close of business on 5 August 2022 but in
each case, prior to its expiry the Company may make offers, and
enter into agreements, which would, or might, require equity
securities to be allotted after the authority expires and the Board
may allot equity securities under any such offer or agreement as if
the authority had not expired."
Resolution 10 (Special)
"That the Company and/or any of its subsidiaries (as defined by
Section 1072 of the Companies Act 2014) be and are
hereby generally authorised to purchase on a securities market
(as defined in Section 1072 of the Companies Act 2014) shares of
any class in the Company (the "Shares") on such terms and
conditions and in such manner as the Directors may from time to
time determine but subject, however, to the provisions of the
Companies Act 2014 and to the following restrictions and
provisions:
a. the maximum number of Shares authorised to be acquired
pursuant to the terms of this resolution shall be such
number of Shares whose aggregate nominal value shall equal 10
per cent of the aggregate nominal value of the issued share capital
of the Company as at the close of business on the date of the
passing of this resolution;
b. the minimum price, which may be paid for any Share, shall be
the nominal value of the Share;
c. the maximum price (excluding expenses) which may be paid for
any Share in the Company (a "Relevant Share") shall be the higher
of:
i. the higher of 5% above the average of the closing prices of a
Relevant Share taken from the Euronext Dublin Daily Official List
in Dublin and the average of the closing prices of the shares taken
from the Official List of the London Stock Exchange for the five
business days prior to the day the purchase is made; and
ii. the amount stipulated by Article 3(2) of Commission
Delegated Regulation (EU) 2016/1052 and any corresponding provision
of any replacement legislation, being the value of a Relevant Share
calculated on the basis of the higher of the price quoted for:
(a) the last independent trade of; and
(b) the highest current independent bid or offer for,
any number of Relevant Shares on the trading venue where the
purchase pursuant to the authority conferred by this resolution
will be carried out.
The authority hereby conferred shall expire at the close of
business on the earlier of the date on which the next Annual
General Meeting of the Company is held in the year 2022 and the
date which is 15 months after the date on which this resolution is
passed or deemed to have been passed, unless and to the extent that
such authority is previously varied, revoked or renewed in
accordance with the provisions of Section 1074 of the Companies Act
2014. The Company
or any such subsidiary may enter before such expiry into a
contract for the purchase of Shares which would or might be wholly
or partly executed after such expiry and may complete any such
contract as if the authority conferred hereby had not expired."
Resolution 11 (Special)
"That for the purposes of Section 1078 of the Companies Act 2014
the re-issue price range at which any treasury shares (as defined
by the said Section 106 of the Companies Act 2014) for the time
being held by the Company may be re-issued off-market shall be as
follows:
a. the maximum price at which a treasury share may be reissued
off-market shall be an amount equal to 120% of the Appropriate
Price (defined below); and
b. the minimum price at which a treasury share may be reissued
off-market shall be an amount equal to 95% of the Appropriate
Price.
For the purposes of this resolution the expression "Appropriate
Price" shall mean the average of the five amounts resulting from
determining whichever of the following ((a), (b) or (c) specified
below) in relation to shares of the class of which such treasury
shares to be re-issued shall be appropriate in respect of each of
the five business days immediately preceding the day on which the
treasury share is re-issued, as determined from information
published by or under the authority of Euronext Dublin reporting
the business done on each of these five business days:
a. if there shall be more than one dealing reported for the day,
the average of the prices at which such dealings took place; or
b. if there shall be only one dealing reported for the day, the
price at which such dealing took place; or
c. if there shall not be any dealing reported for the day, the
average of the high and low market guide prices for
the day;
and if there shall be only a high (but not a low) or a low (but
not a high) market guide price reported, or if there shall not be
any market guide price reported, for any particular day, then that
day shall not count as one of the said five business days for the
purposes of determining the Appropriate Price. If the means of
providing the foregoing information as to dealings and prices by
reference to which the Appropriate Price shall be determined is
altered or is replaced by some other means, then the Appropriate
Price shall be determined on the basis of the equivalent
information published by the relevant authority in relation to
dealings on Euronext Dublin or its equivalent.
The authority hereby conferred shall expire at the close of
business on the earlier of the date on which the next Annual
General Meeting of the Company is held in the year 2022 and the
date which is fifteen months after the date on which this
resolution is passed or deemed to have been passed, unless and to
the extent that such authority is previously varied or renewed in
accordance with the provisions of Section 1078 of the Companies Act
2014. "
** Resolution 12 (Ordinary)
"That, subject to the adoption of Resolution 10 and having
regard to the provisions of the Irish Takeover Panel Act
1997, Takeover Rules 2013, ("Takeover Rules") and the conditions
attached by the Irish Takeover Panel to the grant
of a waiver under Rule 37 of the Takeover Rules as described in
the Circular containing the Notice of this Meeting, it is hereby
agreed and confirmed that the Company and its subsidiaries may
purchase shares in the Company pursuant to the authority in
Resolution 10 without Glanbia Co-operative Society Limited and the
persons presumed to be acting in concert under the Takeover Rules
with it being obliged to make an offer to the shareholders of the
Company pursuant to Rule 37 of the Takeover Rules, provided
that:
a. the maximum number of shares that may be purchased under this
authority shall not exceed 29,185,680 shares (being equivalent to
10% of the current issued share capital of the Company as at 15
March 2021);
b. in circumstances where no further shares are acquired by
Directors of the Company pursuant to the authorities in Resolution
13 of the 2020 Annual General Meeting and Resolution 13, such
purchases do not cause the percentage of the issued share capital
of the Company held by Glanbia Co-operative Society Limited and
persons presumed to be acting in concert with it to exceed 35.74%;
and
c. in circumstances where shares are acquired by Directors of
the Company pursuant to the authorities in Resolution 13 of the
2020 Annual General Meeting and/or Resolution 13, such purchases do
not cause the percentage of the issued share capital of the Company
held by Glanbia Cooperative Society Limited and persons presumed to
be acting in concert with it to exceed 37.71%.
The authority hereby conferred shall expire on the expiry of the
authority conferred by Resolution 10."
** Resolution 13 (Ordinary)
"That having regard to the provisions of the Takeover Rules and
the conditions attached by the Irish Takeover Panel to
the grant of a waiver under Rule 9 of the Takeover Rules as
described in the Circular containing the Notice of this
Meeting, it is hereby agreed and confirmed that so long as the
Company is not in an offer period and unless otherwise notified to
the Company in writing by the Irish Takeover Panel, any Director of
the Company may purchase up to 20,000 shares in the Company in any
12 month period without Glanbia Co- operative Society Limited and
the persons presumed to be acting in concert with it being obliged
to make an offer to the shareholders of the Company pursuant to
Rule 9 of the Takeover Rules provided that:
a. in circumstances where no shares are acquired by the Company
or the Directors of the Company pursuant to the authorities in
Resolution 12 and Resolution 13 of the 2020 Annual General Meeting,
such purchases do not cause the percentage of the issued share
capital of the Company held by Glanbia Co-operative Society Limited
and persons presumed to be acting in concert with it to exceed
32.27%; and
b. in circumstances where shares are acquired by the Company or
the Directors of the Company pursuant to the authorities in
Resolution 12 and/or Resolution 13 of the 2020 Annual General
Meeting such purchases do not cause the percentage of the issued
share capital of the Company held by Glanbia Co-operative Society
Limited and persons presumed to be acting in concert with it, to
exceed 37.71%.
The authority hereby conferred shall expire at the commencement
of the next Annual General Meeting of the Company to be held in
2022."
All resolutions were conducted by way of a poll,
* Resolutions 3(i) to 3(n) were conducted by way of a poll,
which all shareholders could vote on, but in addition
the Company separately counted the number of votes cast by the
independent shareholders in favour of the resolutions (as a
proportion of the total votes of independent shareholders cast on
the resolutions).
** Resolutions 12 and 13 were conducted by way of a poll.
Glanbia Co-operative Society Limited and all of its directors and
the Directors of the Company undertook not to vote on Resolutions
12 and 13.
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
DOCEASSKESEFEFA
(END) Dow Jones Newswires
May 06, 2021 11:56 ET (15:56 GMT)
Glanbia (LSE:GLB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Glanbia (LSE:GLB)
Historical Stock Chart
From Apr 2023 to Apr 2024