TIDMLWDB
RNS Number : 8967G
Law Debenture Corp PLC
09 March 2015
Notice of annual general meeting
NOTICE IS HEREBY GIVEN that the 125th annual general meeting of
the Corporation will be held on 14 April 2015 at 11.00am at the
Brewers' Hall, Aldermanbury Square, London EC2V 7HR for the
following purposes:
Ordinary business
1. To receive the report of the directors, the strategic report
and the audited accounts for the year ended 31 December 2014.
2. To receive and approve the directors' remuneration report for
the year ended 31 December 2014.
3. To declare a final dividend of 11.0p per share in respect of
the year ended 31 December 2014.
4. To re-elect Caroline Banszky as a director.
5. To re-elect Christopher Smith as a director.
6. To re-elect Robert Laing as a director.
7. To re-elect Mark Bridgeman as a director.
8. To re-appoint BDO LLP as auditors of the Corporation to hold
office until the conclusion of the next general meeting at which
accounts are laid and to authorise the audit committee to determine
their remuneration.
9. General authority to allot shares
THAT:
(a) the directors be generally and unconditionally authorised
pursuant to and in accordance with section 551 of the Companies Act
2006 (the "Act") to exercise for the period ending on the date of
the Corporation's next annual general meeting, all the powers of
the Corporation to allot shares in the Corporation or to grant
rights to subscribe for or to convert any security into shares in
the Corporation up to an aggregate nominal amount (within the
meaning of sections 551(3) and (6) of the Act) of GBP295,787;
(b) the Corporation may during such period make offers or
agreements which would or might require the making of allotments of
equity securities or relevant securities as the case may be after
the expiry of such period.
Special business
To consider and, if thought fit, to pass the following
resolutions which will be proposed as special resolutions:
10. Disapplication of statutory pre-emption rights
THAT:
(a) in exercise of the authority given to the directors by
resolution 9 above, the directors be empowered pursuant to section
570 of the Act to allot shares or grant rights to subscribe for or
to convert any security into shares in the Corporation for the
period ending on the date of the Corporation's next annual general
meeting wholly for cash generally up to an aggregate nominal amount
of GBP295,787 as if section 561 of the Act did not apply to such
allotment, provided always that no more than 7.5% of the issued
share capital shall be issued on a non preemptive basis within any
three year period;
(b) the Corporation may during such period make offers or
agreements which would or might require the making of allotments of
equity securities or relevant securities as the case may be after
the expiry of such period.
11. General authority to buy back shares
THAT:
the Corporation be and is generally and unconditionally
authorised in accordance with sections 693 and 701 of the Act to
make market purchases (within the meaning of section 693(4) of the
Act) of any of its issued ordinary shares of 5p each in the capital
of the Corporation, in such manner and upon such terms as the
directors of the Corporation may from time to time determine,
PROVIDED ALWAYS THAT:
(a) the maximum number hereby authorised to be purchased shall
be limited to 17,735,403 shares, or if less, that number of shares
which is equal to 14.99% of the Corporation's issued share capital
as at the date of the passing of this resolution;
(b) the minimum price which may be paid for a share shall be
5p;
(c) the maximum price which may be paid for a share shall be an
amount equal to 105% of the average of the middle market quotations
(as derived from the London Stock Exchange Daily Official List) for
the shares for the five business days immediately preceding the day
on which the share is purchased;
(d) unless previously revoked, renewed or varied, the authority
hereby conferred shall expire on the date of the Corporation's next
annual general meeting provided that a contract of purchase may be
made before such expiry which will or may be executed wholly or
partly thereafter, and a purchase of Shares may be made in
pursuance of any such contract.
12. Authority to convene a general meeting - notice
THAT: a general meeting of the Corporation, other than an annual
general meeting, may be called on not less than 14 clear days'
notice.
13. Amendment to the Corporation's articles of association
THAT: existing Article 113 be deleted in entirety and replaced
by a new Article 113 as follows:
"Dividend distribution out of capital profits is permitted.
Dividends shall be paid out of profits available for
distribution or out of capital profits as the case may be under the
provisions of the Statutes. Any surplus over the book value derived
from the sale or realisation of any capital asset and any other
sums representing capital profits within the meaning of Section 832
of the Act or other accretions to capital assets, including in
particular any sums resulting from the writing up of the book
values of any capital assets, shall be available for dividend or
any other distribution within the meaning ascribed thereto by
Section 829 of the Act otherwise than by way of the redemption or
purchase of any of the Company's own shares in accordance with
Section 687 or 690."
By order of the board
Law Debenture Corporate Services Limited
Registered No. 30397
1. A member who holds ordinary shares on the register of members
and is entitled to attend and vote at this meeting is entitled to
appoint one or more proxies to attend and, on a poll, to vote in
his or her place (or in the case of a corporation, to appoint one
or more corporate representatives who may exercise on its behalf
all of its powers as a member). A proxy need not be a member of the
Corporation. Proxy rights do not apply to nominated persons
although the nominated person may have a right under an agreement
with the registered member to appoint a proxy. In addition to
instructing a proxy to vote for or against a resolution, the form
enables shareholders to instruct a 'vote withheld' if preferred. A
vote withheld is not a vote in law and will not be counted in the
calculation of votes. It may be used, for example, to convey a
message of dissatisfaction on a particular issue, where the
strength of feeling is not so great as to oppose the resolution,
but supporting it is not appropriate either.
2. Shareholders who hold shares on the register of members (as
opposed to holding them in a nominee) will find enclosed a form of
proxy for use at the meeting. To be valid, forms of proxy must be
lodged electronically by accessing www.investorcentre.co.uk/eproxy
or by post at the office of the Corporation's registrar,
Computershare Investor Services PLC, Bristol BS99 6ZY. CREST
members can register votes electronically by using the service
provided by Euroclear. Proxies must be received not less than 48
hours before the time appointed for the holding of the meeting.
This is also the voting record date by which a person must be
entered on the register in order to have a right to attend and vote
at the meeting. Lodgement of a form of proxy will not prevent a
member from attending and voting in person.
3. The register of directors' interests will be available for
inspection at the registered office of the Corporation during
normal business hours and at the annual general meeting. No
director has a service contract with the Corporation of more than
one year's duration.
4. Subject to the dividend on the ordinary shares now
recommended being approved at the annual general meeting, dividend
payments will be made on 23 April 2015 to shareholders on the
register on the record date on 20 March 2015.
5. Resolution 2 is to receive and approve the directors'
remuneration report for the year ended 31 December 2014. The
remuneration report, which follows the format required by the
relevant regulations, is set out at pages 42 to 44 of the annual
report.
6. Resolution 4: Caroline Banszky offers herself for
re-election. The board supports her re-election. She continues to
be a very effective managing director, improving profitability of
the independent fiduciary services business and thus enhancing
shareholder value. Her biography is included on page 45 of the
annual report.
7. Resolution 5: Christopher Smith offers himself for
re-election. The board supports his re-election. He brings a wealth
of corporate finance experience to the board along with a thorough
knowledge of the investment trust sector and regulatory matters. He
has demonstrated that he is a skilful and effective chairman. His
biography is included on page 45 of the annual report.
8. Resolution 6: Robert Laing offers himself for re-election.
The board supports his election. The board believes that its
effectiveness is greatly enhanced by having a non-executive
director with a legal background and experience of one or more of
the fiduciary services sectors where Law Debenture operates. Robert
Laing matches this requirement. He is an effective director and
chairman of the remuneration committee. His biography is included
on page 45 of the annual report.
9. Resolution 7: Mark Bridgeman offers himself for re-election.
The board supports his election. The board believes that it is
essential to appoint a non-executive director with fund management
experience and Mark fulfils that need. He has established himself
as an effective director and chairman of the audit committee. His
biography is included on page 45 of the annual report.
10. Resolution 8 is to re-appoint BDO LLP as the Corporation's
auditors. BDO LLP were first appointed on 31 October 2008.
11. Resolution 9 renews the authority given to directors at the
last annual general meeting to allot unissued capital not exceeding
5,915,745 shares, being 5% of the issued share capital. This
authority would be exercised only at times when it would be
advantageous to the Corporation's shareholders to do so. Shares
would not be issued under this authority at a price lower than
market price or net asset value at the time of the issue. If
approved, the authority will continue to operate until the next
annual general meeting.
12. Special resolution 10 is proposed because the directors
consider that in order to allot shares in the circumstances
described in resolution 9 it is in the best interests of the
Corporation and its shareholders to permit the allotment of a
maximum of 5,915,745 shares other than on a pre-emptive basis. The
board would not, however, issue more than 7.5% of the issued share
capital on a non-pre-emptive basis within any three year
period.
13. Special resolution 11 renews the authority given to
directors at the last annual general meeting to purchase ordinary
shares in the market for cancellation. Such purchases at
appropriate times and prices could be a suitable method of
enhancing shareholder value and would be applied within guidelines
set from time to time by the board. It should be noted that no such
purchases would be undertaken if shares were trading at a premium
to net asset value.
14. Special resolution 12 seeks authority to convene a general
meeting (but not the annual general meeting) by giving not less
than 14 clear days' notice. While the directors have no current
intention to call a general meeting in the year ahead,
circumstances might arise when such a meeting might become
necessary and the directors deem it in the best interests of
shareholders that it be held as quickly as possible. Such
circumstances might include, for example, a decision to make a
significant amendment to the investment strategy (shareholder
approval for such a change being a regulatory stipulation).
15. Special resolution 13 amends article 113 of the
Corporation's articles of association. Recent changes to the
Corporation Tax Act 2010 and to the Companies Act 2006 mean that
investment trusts are no longer prohibited from making dividend
distributions out of capital profits. The statutory amendments were
brought in to align the law relating to investment trusts with
general company law and to enable companies to manage their
dividend policies by enabling the payment of dividends when income
profits might not be available for distribution. The existing text
of article 113 prevents this - the proposed new article reverses
that prohibition. The board wishes to be clear that it has no
current
intention of making any distribution of the Corporation's
capital profits by way of a dividend. It will continue, so far as
practicable, to cover the payment of dividends out of distributable
current year profits. Nevertheless, the board feels that it should
take the flexibility to pay dividends out of capital that the law
now allows, in case future circumstances dictate that a dividend
distribution from capital profits was necessary or desirable. The
board therefore believes that it is appropriate to ask shareholders
to approve the adoption of the new article 113.
16. Meeting notice requirements - the Corporation is required
under the Act to make a number of additional disclosures as
follows. The Corporation's website -
www.lawdeb.com/investment-trust/investor-information - contains a
copy of this notice, which includes the current total voting
rights, as set out below. Should the required number of members
requisition the Corporation to publish any statement about the
audit or related matters that the relevant members propose to raise
at the AGM (in accordance with section 527 of the Act), this would
be published at the Corporation's expense on the website and
forwarded to the auditor. Similarly, any shareholder statements,
resolutions and matters
of business connected with the meeting received after
publication of this notice will be published on the website subject
to compliance by the submitting party with the Act. At the AGM, the
Corporation will cause to be answered any question relating to the
business being dealt with at the meeting put by a shareholder in
attendance.
Total voting rights and share information
The Corporation has an issued share capital at 26 February 2015
of 118,314,903 ordinary shares with voting rights and no
restrictions and no special rights with regard to control of the
Corporation. There are no other classes of share capital and none
of the Corporation's issued shares are held in treasury. Therefore
the total number of voting rights in The Law Debenture Corporation
p.l.c. is 118,314,903.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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