TIDMUCG

RNS Number : 0229N

United Carpets Group plc

19 September 2019

 
   19 September 2019 
 

United Carpets Group plc

('United Carpets' or the 'Company')

Result of AGM

United Carpets Group plc (AIM: UCG) the third largest chain of specialist retail carpet and floor covering stores in the UK, announces that, at its Annual General Meeting held earlier today, all resolutions proposed were duly passed. The number of votes lodged for each resolutions were as follows:

 
 Annual General Meeting Resolutions numbered as per Notice of Meeting 
                                                 For              Against       Withheld 
                                         -------------------  ---------------  --------- 
 Ordinary Resolutions                     Number       %       Number    %      Number 
                                         -----------  ------  --------  -----  --------- 
 1. The accounts for the 
  year ended 31 March 2019, 
  together with the report 
  of the directors and of 
  the auditor thereon, be 
  received and adopted.                   54,586,933   99.97   16,863    0.03   Nil 
                                         -----------  ------  --------  -----  --------- 
 2. A final dividend of 
  0.285p per share be declared 
  on the ordinary shares                  54,513,796   99.83   90,000    0.17   Nil 
                                         -----------  ------  --------  -----  --------- 
 3. (a) RSM UK Audit LLP 
  be re-appointed as auditor 
  to the Company, to hold 
  office until the 
  conclusion of the next 
  general meeting at which 
  accounts are laid before 
  the Company; and 
  (b) The directors be authorised 
  to agree and determine 
  the remuneration of the 
  auditors of the 
  Company                                 54,580,277   99.96   23,519    0.04   Nil 
                                         -----------  ------  --------  -----  --------- 
 4. PD Newton be re-elected 
  as a director                           54,580,277   99.96   23,519    0.04   Nil 
                                         -----------  ------  --------  -----  --------- 
 5. KS Piggott be re-elected 
  as a director.                          54,579,321   99.95   24,475    0.05   Nil 
                                         -----------  ------  --------  -----  --------- 
 6. The Board's report on 
  directors' remuneration 
  for the year ended 31 March 
  2019 be approved.                       54,368,077   99.57   226,563   0.42   9,156 
                                         -----------  ------  --------  -----  --------- 
 7. The Company be and is 
  hereby generally and unconditionally 
  authorised to (a) make 
  political 
  donations to political 
  parties and/or independent 
  election candidates; (b) 
  make political donations 
  to 
  political organisations 
  other than political parties; 
  and (c) incur political 
  expenditure, in each case 
  during 
  the period of one year 
  beginning with the date 
  of the passing of this 
  resolution, the aggregate 
  donations 
  and expenditure under (a), 
  (b) and (c) above not to 
  exceed GBP20,000. For the 
  purposes of this resolution 
  the terms "political donation", 
  "political parties", "independent 
  election candidates", "political 
  organisation" 
  and "political expenditure" 
  have the meanings given 
  by sections 363 to 365 
  of the Companies Act 2006.              54,429,077   99.68   164,975   0.30   9,744 
                                         -----------  ------  --------  -----  --------- 
 8. Subject to and in accordance 
  with Article 16 of the 
  Articles of Association 
  of the Company the 
  directors be and are generally 
  and unconditionally authorised 
  to exercise all powers 
  of the Company in 
  accordance with Section 
  551 of the Companies Act 
  2006 to allot Relevant 
  Securities (as defined 
  below) 
  up to a maximum aggregate 
  nominal amount of GBP271,000 
  (being approximately one 
  third of the current 
  issued share capital) provided 
  that such authority shall, 
  unless renewed, varied 
  or revoked by the 
  Company, expire on the 
  earlier of the conclusion 
  of the next Annual General 
  Meeting of the Company 
  and 31 December 2020, save 
  that the Company shall 
  be entitled to make offers 
  or agreements before 
  the expiry of such authority 
  which would or might require 
  Relevant Securities to 
  be allotted after such 
  expiry and the directors 
  shall be entitled to allot 
  Relevant Securities pursuant 
  to any such offer or 
  agreement as if this authority 
  had not expired. 
  For the purposes of this 
  resolution, "Relevant Securities" 
  means: 
  (a) shares in the Company 
  other than shares allotted 
  pursuant to: 
  (i) an employee share scheme 
  (as defined by Section 
  1166 of Companies Act 2006); 
  (ii) a right to subscribe 
  for shares in the Company 
  where the grant of the 
  right itself 
  constituted a Relevant 
  Security; or 
  (iii) a right to convert 
  securities into shares 
  in the Company where the 
  grant of the right 
  itself constituted a Relevant 
  Security; and 
  (b) any right to subscribe 
  for or to convert any security 
  into shares in the Company 
  other than 
  rights to subscribe for 
  or convert any security 
  into shares allotted pursuant 
  to an employee 
  share scheme (as defined 
  by Section 1166 of the 
  Companies Act 2006). 
  References to the allotment 
  of Relevant Securities 
  in this resolution include 
  the grant of such rights. 
  This resolution 8 revokes 
  and replaces all unexercised 
  authorities previously 
  granted to the directors 
  to 
  allot Relevant Securities 
  but without prejudice to 
  any allotment of shares 
  or grant of rights already 
  made, 
  offered or agreed to be 
  made pursuant to such authorities.      54,475,777   99.77   128,019   0.23   Nil 
                                         -----------  ------  --------  -----  --------- 
 Special Resolution 
 9. THAT, subject to the 
  passing of resolution 8 
  in this notice of AGM, 
  and in accordance with 
  Article 17 of 
  the Articles of Association 
  of the Company, the directors 
  be and are empowered pursuant 
  to Section 
  570 of the Companies Act 
  2006 to allot equity securities 
  (as defined in Section 
  560 of that Act) for cash, 
  pursuant to the general 
  authority conferred by 
  resolution 8 above, as 
  if sub-section (1) of Section 
  561 
  of the said 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 a rights issue, open 
  offer or other offer of 
  securities in favour of 
  ordinary shareholders on 
  the register of members 
  on such record 
  date(s) as the directors 
  may determine where the 
  equity securities respectively 
  attributable 
  to the interests of all 
  ordinary shareholders are 
  proportionate to, as near 
  as may be 
  practicable, the respective 
  numbers of ordinary shares 
  held or deemed to be held 
  by them 
  but subject to such exclusions 
  or other arrangements as 
  the directors may consider 
  necessary or expedient 
  to deal with treasury shares, 
  fractional entitlements, 
  record dates or 
  legal or practical problems 
  arising in or under the 
  laws of any territory or 
  regulations or 
  requirements of any regulatory 
  authority or any stock 
  exchange in any territory; 
  (b) the allotment of equity 
  securities pursuant to 
  the terms of any share 
  scheme for employees 
  of the Company; and 
  (c) the allotment (otherwise 
  than pursuant to sub-paragraph 
  (a) and (b) of this resolution) 
  of 
  equity securities, up to 
  an aggregate nominal amount 
  not exceeding GBP40,700 
  (being 
  approximately 5 per cent 
  of the current nominal 
  amount of the issued ordinary 
  share capital 
  of the Company). 
  The authority conferred 
  on the directors to allot 
  equity securities under 
  this resolution 9 shall 
  expire on 
  the earlier of the conclusion 
  of the next Annual General 
  Meeting of the Company 
  and 31 December 
  2020, save that the Company 
  shall be entitled to make 
  offers or agreements before 
  the expiry of such 
  authority which would or 
  might require equity securities 
  to be allotted after such 
  expiry and the directors 
  shall be entitled to allot 
  equity securities pursuant 
  to any such offer or agreement 
  as if the power 
  conferred hereby had not 
  expired. 
  This resolution revokes 
  and replaces all unexercised 
  powers previously granted 
  to the directors to allot 
  equity securities as if 
  Section 561(1) of the Companies 
  Act 2006 did not apply 
  but without prejudice to 
  any allotment of equity 
  securities already made 
  or agreed to be made pursuant 
  to such powers.                         54,207,126   99.27   396,670   0.73   Nil 
                                         -----------  ------  --------  -----  --------- 
 10. The Company be and 
  is hereby generally and 
  unconditionally authorised 
  for the purpose of 
  Section 701 of the Companies 
  Act 2006 to make market 
  purchases pursuant to Section 
  693 of that Act 
  (as defined in Section 
  693(4) of the said Act), 
  of ordinary shares of 1p 
  each in the capital of 
  the Company 
  ("Ordinary Shares") provided 
  that: 
 
  (a) the maximum number 
  of Ordinary Shares which 
  may be purchased is 4,070,000 
  being 
  approximately 5% of the 
  Company's issued ordinary 
  share capital; 
  (b) the minimum price which 
  may be paid for an Ordinary 
  Share is 1p per share, 
  being the 
  nominal amount thereof 
  (exclusive of expenses); 
  (c) the maximum price which 
  may be paid for each share 
  (exclusive of expenses) 
  shall not be 
  more than 5% above the 
  average of the middle market 
  quotations for ordinary 
  shares as 
  derived from the London 
  Stock Exchange Daily Official 
  List for the 5 business 
  days before 
  the date on which the contract 
  for the purchase is made; 
  and 
  (d) the authority herein 
  contained shall expire 
  on the earlier of the conclusion 
  of the next Annual 
  General Meeting of the 
  Company and 31 December 
  2020 (except in relation 
  to the purchase 
  of shares the contracts 
  for which were concluded 
  before such date and which 
  are executed 
  wholly or partly after 
  such date) unless such 
  authority is renewed or 
  revoked prior to such 
  time. 
  Ordinary Shares purchased 
  pursuant to the authority 
  conferred by this resolution 
  shall be either: (i) 
  cancelled immediately upon 
  completion of the purchase; 
  or (ii) be held, sold, 
  transferred or or otherwise 
  dealt with as treasury 
  shares in accordance with 
  the provisions of the Companies 
  Act 2006.                               54,603,796   100     Nil       Nil    Nil 
                                         -----------  ------  --------  -----  --------- 
 
 
                            - Ends - 
 
                  For more information contact: 
  United Carpets Group plc 
   Paul Eyre, Chief Executive 
   Ian Bowness, Finance Director                  01709 732 666 
 Cantor Fitzgerald Europe (NOMAD and Broker) 
  Rick Thompson 
  Michael Boot                                    020 7894 7000 
 Novella Communications Limited 
  Tim Robertson 
  Fergus Young                                    020 3151 7008 
 

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