The Gym Group plc Result of AGM (2460Q)
June 04 2018 - 11:26AM
UK Regulatory
TIDMGYM
RNS Number : 2460Q
The Gym Group plc
04 June 2018
The Gym Group plc
(the "Company")
4 June 2018
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held
earlier today all the resolutions set out in the Notice of Annual
General Meeting were passed by the requisite majority. Each of the
resolutions put to the AGM was voted on by way of a poll. The
results of the poll for each resolution were as follows:
Resolution For For Against Against Votes Total issued.
* indicates Special (No. (%) (No. of (%) Withheld share capital
Resolution of shares) shares (No. of instructed
shares) (%)
--------------------------------- ----------- ------ ---------- ------- --------- --------------
1. To receive the Annual
Report and Accounts. 81,682,543 100.00 0 0.00 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
2. To approve the Remuneration
Statement and Remuneration
Report. 80,947,832 99.10 734,711 0.90 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
3. To declare a final
dividend of 0.90 pence
per share. 81,682,543 100.00 0 0.00 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
4. To re-elect Penny
Hughes as a Director. 73,618,546 99.98 12,078 0.02 8,051,918 57.40%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
5. To re-elect Paul
Gilbert as a Director. 68,686,761 84.09 12,995,750 15.91 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
6. To re-elect John
Treharne as a Director. 81,682,512 100.00 0 0.00 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
7. To re-elect Richard
Darwin as a Director. 80,658,355 100.00 0 0.00 1,024,187 62.88%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
8. To re-elect David
Kelly as a Director. 81,670,433 99.99 12,078 0.01 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
9. To re-elect Emma
Woods as a Director. 81,682,512 100.00 0 0.00 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
10. To re-appoint Ernst
& Young LLP as auditors
of the Company. 80,658,355 98.75 1,024,156 1.25 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
11. To authorise the
Audit and Risk Committee
to determine the auditors'
remuneration. 81,675,453 99.99 7,089 0.01 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
12. To authorise the
Company to make political
donations and incur
political expenditure. 75,452,232 92.38 6,224,172 7.62 6,139 63.67%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
13. To authorise the
Directors to allot
ordinary shares. 80,801,714 98.92 880,829 1.08 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
14. To disapply statutory
pre-emption rights.* 81,310,675 99.55 366,522 0.45 5,346 63.67%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
15. To disapply statutory
pre-emption rights
solely in relation
to acquisitions and
specified capital investments.* 80,126,002 98.10 1,551,194 1.90 5,346 63.67%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
16. To authorise the
Company to purchase
its own ordinary shares.* 80,280,177 98.28 1,402,365 1.72 0 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
17. To authorise the
Directors to hold general
meetings on not less
than 14 clear days'
notice.* 80,150,202 98.12 1,532,310 1.88 31 63.68%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
18. To authorise the
rectification of the
Relevant Distributions.* 80,732,860 100.00 0 0.00 949,683 62.94%
--------------------------------- ----------- ------ ---------- ------- --------- --------------
*Special Resolution
NOTES:
1. All resolutions were passed.
2. Proxy appointments which gave discretion
to the Chairman of the AGM have been included
in the "For" total for the appropriate
resolution
3. Votes "For" and "Against" any resolution
are expressed as a percentage of votes
validly cast for that resolution.
4. A "Vote withheld" is not a vote in law
and is not counted in the calculation of
the percentage of shares voted "For" or
"Against" any resolution nor in the calculation
of the proportion of "Total issued share
capital instructed" for any resolution.
5. The number of shares in issue at 6:00 p.m.
on 1 June 2018 was 128,275,284 (the "Share
Capital") and at that time, the Company
did not hold any shares in treasury.
6. The proportion of "Total issued share capital
instructed" for any resolution is the total
of votes validly cast for that resolution
(i.e. the total votes "For" and "Against"
that resolution) expressed as a percentage
of the Share Capital.
7. The full text of the resolutions passed
at the AGM can be found in the Notice of
Annual General Meeting which is available
on the Company's website at www.tggplc.com.
8. A copy of resolutions 13-18 passed at the
AGM will shortly be submitted to the National
Storage Mechanism and will be available
for inspection at www.morningstar.co.uk/uk/NSM.
9. The complete poll results will be available
shortly on the Company's website at www.tggplc.com.
Smaller Related Party Transaction
As described in the Company's notice of its annual general
meeting released on 24 April 2018, the Board became aware of a
technical issue in respect of the Company's procedures for the
payment of: (i) the final dividend for the financial year ending 31
December 2016 (paid on 16 June 2017); and (ii) the interim dividend
for the financial year ended 31 December 2017 (paid on 29 September
2017) (the "Relevant Distributions"). The aggregate amount of the
Relevant Distributions was GBP1,346,561. At the time of the payment
of the Relevant Distributions, in each case the relevant accounts
of the Company for the purposes of justifying the payment of
dividends, being the previous set of annual accounts for the
financial year ending 31 December 2016, did not show sufficient
distributable profits available. The Company may have therefore had
claims against the Directors of the Company in office at the time
the decision was taken to pay the Relevant Distributions or who
have subsequently been appointed to the Board (being John Treharne,
Richard Darwin, Paul Gilbert, Penny Hughes, David Kelly and Emma
Woods). The Company had no intention to make any such claims
against its Directors and has therefore, pursuant to the special
resolution approved by shareholders at the Annual General Meeting
held on 4 June 2018, entered into a deed of release with the
Directors by which the Company waives any and all claims which the
Company may have against its Directors. The Directors of the
Company are "related parties" for the purposes of the Listing Rules
and entry into the deed of release constituted a smaller related
party transaction under paragraph 11.1.10R of the Listing Rules.
The Company has taken all steps required to be taken under
paragraph 11.1.10R of the Listing Rules, including obtaining
written confirmation from a sponsor that the terms of the
transaction are fair and reasonable so far as the shareholders of
the Company are concerned.
For further information
please contact:
The Gym Group Company
Secretary
Richard Darwin Tel: 0203 319 4820
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END
RAGFIMATMBTMBIP
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