United Carpets Group plc Result of AGM (0229N)
September 19 2019 - 11:50AM
UK Regulatory
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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END
RAGSFLFIUFUSEDU
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