TIDMTCM
RNS Number : 7875W
Telit Communications PLC
28 April 2021
Telit Communications PLC
Posting of Annual Report and Accounts, Chairman's Letter and
Notice of AGM
London, 28 April 2021 - Telit Communications PLC ( AIM: TCM,
"Telit" and "Group" ), a global enabler of the Internet of Things
(IoT), has published its Annual Report and Accounts for the year
ended 31 December 20 20 . Printed copies of the Annual Report and
Accounts have been posted to shareholders alongside the Notice of
Annual General Meeting and Chairman's Letter.
Telit`s Annual General Meeting will be held at 10 Habarzel
Street, Tel Aviv, Israel at 10 a.m. UK time (12 p.m. Israel time)
on 20 May 2021. In accordance with current government instructions
and guidance regarding Covid-19 and the restrictions on social
contact, public gatherings and non-essential travel, you should not
attempt to physically attend the AGM.
The presentation is open to all existing and potential
shareholders. Questions can be submitted pre-event via your
Investor Meet Company dashboard up until 9am the day before the
meeting or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add
to meet TELIT COMMUNICATIONS PLC via:
https://www.investormeetcompany.com/telit-communications-plc/register-investor
Investors who already follow TELIT COMMUNICATIONS PLC on the
Investor Meet Company platform will automatically be invited.
The Annual Report and Accounts will be available shortly on the
Group's website at https://www.telit.com/about/investor-relations/
.
The Chairman's Letter and Notice of Annual General Meeting will
be available shortly on the Group's website at
https://www.telit.com/about/investor-relations/shareholders-meetings/
.
Enquiries:
Telit Communications PLC Tel: +44 203 289
Paolo Dal Pino, Chief Executive Officer 3831
Eyal Shefer, Chief Financial Officer
finnCap (Nomad and Broker) Tel: +44 20 7220
Henrik Persson/Giles Rolls (corporate finance) 0500
Tim Redfern / Richard Chambers (ECM)
FinElk Tel: +44 20 7631
8618
Robin Haddrill/ Cornelia Schnepf Email: telit@finelk.eu
About Telit
Telit (AIM: TCM), is a global leader in Internet of Things (IoT)
enablement. The company offers the industry's broadest portfolio of
integrated products and services for end-to-end IoT deployments -
including cellular communication modules in all technologies, GNSS,
Wi-Fi, short-to-long range wireless modules, IoT connectivity plans
and IoT platform services. Through the IoT Portal, Telit makes IoT
onboarding easy, reduces risk, time to market, complexity and costs
for asset tracking, remote monitoring and control, telematics,
industrial automation and others, across many industries and
vertical markets worldwide.
# # #
Copyright (c) 2019 Telit Communications PLC. All rights
reserved. Telit and all associated logos are trademarks of Telit
Communications PLC in the United States and other countries. Other
names used herein may be trademarks of their respective owners.
PART I
LETTER FROM THE CHAIR
Telit Communications PLC
(Incorporated and registered in England and Wales with
registered number 05300693)
28 April 2021
Dear Shareholder,
Annual General Meeting 2021
I am pleased to write to you with details of this year's Annual
General Meeting ("AGM") of Telit Communications PLC ("Company")
which will be held at 10 Habarzel Street, Tel Aviv, Israel at 10
a.m. UK time (12 p.m. Israel time) on 20 May 2021. The formal
Notice of AGM is set out at Part II of this document.
As a result of the evolving situation regarding Covid-19 and as
a result of the social distancing measures implemented by the UK
Government to manage the impact of Covid-19 (the "Government
Measures"), as at the date of this document and as set out in the
roadmap out of lockdown announced by the UK Government on 22
February 2021, our expectation is that there will be limitations to
our ability to host the AGM with shareholders in attendance in
person. As a result, the Board has determined that as with last
year's AGM it is impractical to hold the AGM in the United Kingdom
and it will again be hosted at the Company's offices in Israel.
Subject to any further Government Measures, we will aim to hold
future AGMs in the United Kingdom as usual.
I. IMPORTANT: COVID-19 IMPLICATIONS - PARTICIPATING IN THE ANNUAL GENERAL MEETING
In accordance with current Government Measures regarding
Covid-19 and the restrictions on social contact, public gatherings
and non-essential travel, you should not attempt to physically
attend the AGM. Instead you should vote by proxy, preferably online
in accordance with the instructions below by 10 a.m. UK time on
[18] May 2021.
Accordingly, unless there is there is any material change in
circumstances which causes the Company to notify changed
arrangements, any shareholder (other than those required to form a
quorum) who attempts to physically attend the AGM in person will be
refused admission. The Company's attendance at the AGM in person
will be limited to satisfy the requirements for a quorum.
We strongly urge you to follow government instructions in
respect of the evolving situation regarding COVID-19 and the
restrictions on social contact, public gatherings and non-essential
travel.
The situation in relation to Covid-19 continues to evolve and
the Company will continue to update its shareholders on any changed
arrangements for the AGM through the Regulatory Information Service
and the Company's website www.telit.com . Company shareholders are
advised to check the Company's website for updates.
If you would like to access the proceedings of the AGM by audio,
the Company has made available an audio facility, through which the
AGM will be broadcast at the relevant time. If you would like to
take advantage of this facility, please access the link at [
https://www.telit.com/about/investor-relations/shareholders-meetings/
] and follow the instructions provided. Access and the numbers of
participants may be limited due to technological restraints.
Please note that by taking part in the audio facility you will
NOT be: (i) counted in attendance at the AGM; or (ii) counted in
the vote at the AGM. You are therefore strongly urged to vote
online (as detailed below in Paragraph II) by the relevant
time.
The Directors would normally welcome the AGM as an opportunity
to meet shareholders in person and to listen to and response to
your questions in person. We are keen to hear your views, and to
answer your questions on the business of the AGM. Shareholders may
submit questions to the Chair of the AGM by email at:
investor.relations@telit.com . Any questions must relate to the
subject matter of the AGM and the email must clearly state your
name, address, registered nominee holder (if applicable) and the
number of Company shares you hold. We recommend that you submit
your questions as soon as possible and before 5.00pm (UK time) on
18 May 2021 to enable us to respond to all questions before the
AGM.
II. PROXY FORM
You will not receive a form of proxy for the AGM in the post .
Instead, you are strongly encouraged to vote online (for further
details: see the Notes to the Notice of AGM, on page 7 of this
document) and return the electronic form of proxy as soon as
practicable and in any event by the time and date noted above. If
you wish, you may request a hard copy proxy form directly from the
registrars, Link Asset Services, 34 Beckenham Road, Beckenham, BR3
4TU (telephone number: 0371 664 0391).
Due to restrictions on attendance at the AGM, when completing
your proxy form, please only reference the 'Chair of the AGM' as
your proxy (and do not specifically name any one individual).
III. RECOMMATION
The Board considers that each of the Resolutions set out in the
Notice of AGM is in the best interests of the Company and its
shareholders as a whole. Your Board intend to vote in favour of
each Resolution in respect of their own respective holdings of
ordinary shares in the capital of the Company and they unanimously
recommend that you should vote in favour of each of them as
well
Yours sincerely,
Simon Duffy
Chair
PART II
TELIT COMMUNICATIONS PLC
NOTICE OF ANNUAL GENERAL MEETING
This year's AGM will be held at the offices of 10 Habarzel
Street, Tel Aviv, Israel at 10 a.m. UK time (12 p.m. Israel time)
on 20 May 2021 . Shareholders will be asked to consider and, if
thought fit, pass the resolutions below. Resolutions 15, 16 and 17
will be proposed as Special Resolutions.
All other resolutions will be proposed as Ordinary Resolutions.
Ordinary Resolutions
1. To receive and consider Telit Communications PLC's
("Company") annual accounts together with the directors' report and
the auditors' report thereon for the financial year ended 31
December 2020.
2. To receive and approve the report on directors' remuneration
on pages 34 to 38 of the 2020 Annual Report for the financial year
ended 31 December 2020.
3. To appoint Mazars LLP as auditors to hold office from the
conclusion of this meeting until the conclusion of the next annual
general meeting of the Company at which accounts are laid.
4. To authorize the directors to determine Mazars LLP's
remuneration as auditors of the Company.
5. To re-elect Marco Patuano as a director.
6. To re- elect Anthony Dixon as a director.
7. To re-elect Paolo Dal Pino as a director.
8. To re-elect Simon Duffy as a director.
9. To re-elect Harald Rösch as a director .
10. To re-elect Gil Sharon as a director.
11. To elect Eyal Shefer as a director.
12. To elect Yang Yuxiang as a director.
13. That the directors be generally and unconditionally
authorised under section 551 of the Companies Act 2006 to exercise
all the powers of the Company to allot shares in the Company and to
grant rights to subscribe for or to convert any security into
shares in the Company up to an aggregate nominal amount of
GBP895,931.88 comprising:
13.1 an aggregate nominal amount of GBP447,965.94 (whether in
connection with the same offer or issue as under 13.2 below or
otherwise); and
13.2 an aggregate nominal amount of GBP447,965.94 in the form of
equity securities (as defined in section 560 of the Companies Act
2006) in connection with an offer by way of a rights issue, open
for acceptance for a period fixed by the directors, made to holders
of ordinary shares (other than the Company) on the register on any
record date fixed by the directors in proportion (as nearly as may
be) to the respective number of ordinary shares deemed to be held
by them, subject to such exclusions or other arrangements as the
directors may deem necessary or expedient in relation to fractional
entitlements, legal or practical problems arising in any overseas
territory, the requirements of any regulatory body or stock
exchange or any other matter whatsoever.
This authority shall expire (unless previously varied as to
duration, revoked or renewed by the Company in general meeting) at
the conclusion of the Company's next annual general meeting or
within 15 months from the date of passing of this resolution
(whichever is the earlier), except that the Company may before such
expiry make any offer or agreement which would or might require
shares to be allotted or such rights to be granted after such
expiry and the directors may allot shares or grant such rights in
pursuance of such offer or agreement as if the authority conferred
by this resolution had not expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the directors in accordance with section 551
of the Companies Act 2006 to allot shares or grant rights to
subscribe for or to convert any security into shares in the Company
but without prejudice to any allotment of shares or grant of rights
already made, offered or agreed to be made pursuant to such
authorities.
14. That the directors be and are hereby authorised, in
accordance with article 212 of the Company's Articles of
Association, and to the extent and in the manner determined by the
directors, to offer the holders of ordinary shares in the capital
of the Company (excluding members holding any shares as treasury
shares), the right to elect to receive an allotment of new ordinary
shares in the capital of the Company (credited as fully paid)
instead of any cash, in respect of all or part of any dividend as
may be declared by the directors from time to time, provided that
the authority conferred by this resolution shall expire at the end
of the next annual general meeting of the Company after the date on
which this resolution is passed.
Special Resolutions
15. That the directors be 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 on them by resolution 13 and/or to sell equity securities
held by the Company as treasury shares for cash pursuant to section
727 of the Companies Act 2006, in each case as if section 561 of
that Act did not apply to any such allotment or sale, provided that
this power shall be limited to:
15.1 any such allotment and/or sale of equity securities in
connection with an offer by way of a rights issue or other
pre-emptive offer or issue, open for acceptance for a period fixed
by the directors, made to holders of ordinary shares (other than
the Company) on the register on any record date fixed by the
directors in proportion (as nearly as may be) to the respective
number of ordinary shares deemed to be held by them, subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements,
legal or practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange or any other
matter whatsoever; and
15.2 any such allotment and/or sale, otherwise than pursuant to
sub-paragraph 15.1 above, of equity securities having, in the case
of ordinary shares, an aggregate nominal value or, in the case of
other equity securities, giving the right to subscribe for or
convert into ordinary shares having an aggregate nominal value, not
exceeding the sum of GBP67,194.89.
This authority shall expire, unless previously revoked or
renewed by the Company in general meeting, at such time as the
general authority conferred on the directors by resolution 13
expires, except that the Company may before such expiry make any
offer or agreement which would or might require equity securities
to be allotted or equity securities held as treasury shares to be
sold after such expiry and the directors may allot equity
securities and/or sell equity securities held as treasury shares in
pursuance of such an offer or agreement as if the power conferred
by this resolution had not expired.
16. That, in addition to any authority granted under resolution
15 , the directors be 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 on them by resolution 13 and/or to sell equity securities
held by the Company as treasury shares for cash pursuant to section
727 of the Companies Act 2006, in each case as if section 561 of
that Act did not apply to any such allotment or sale, provided that
this power shall be:
16.1 limited to any such allotment and/or sale of equity
securities having, in the case of ordinary shares, an aggregate
nominal value or, in the case of other equity securities, giving
the right to subscribe for or convert into ordinary shares having
an aggregate nominal value, not exceeding the sum of GBP67,194.89;
and
16.2 used only for the purposes of financing (or refinancing, 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 Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group prior to the date of
this notice.
This authority shall expire, unless previously revoked or
renewed by the Company in general meeting, at such time as the
general authority conferred on the directors by resolution 13
expires, except that the Company may before such expiry make any
offer or agreement which would or might require equity securities
to be allotted or equity securities held as treasury shares to be
sold after such expiry and the directors may allot equity
securities and/or sell equity securities held as treasury shares in
pursuance of such an offer or agreement as if the power conferred
by this resolution had not expired.
17. That the Company be, and it is hereby, generally and
unconditionally authorised for the purpose of sections 693 and 701
of the Companies Act 2006 to make one or more market purchases
(within the meaning of section 693(4) of the Companies Act 2006) of
ordinary shares of GBP0.01 each in the capital of the Company upon
such terms and in such manner as the directors of the Company shall
determine, provided that:
17.1 the maximum aggregate number of ordinary shares authorised
to be purchased is 13,438,978 ;
17.2 the minimum price which may be paid for such ordinary
shares is GBP0.01 per share (exclusive of expenses); and
17.3 the maximum price (exclusive of expenses) which may be paid
for an ordinary share cannot be more than the higher of:
17.3.1 105 per cent of the average of the middle market
quotations for an ordinary share as derived from the London Stock
Exchange Daily Official List for the five business days immediately
prior to the day the purchase is made;
17.3.2 the price of the last independent trade on the trading
venue where the purchase is carried out; and
17.3.3 the highest current independent purchase bid on that venue.
This authority shall expire at the conclusion of the Company's
next annual general meeting or within 15 months from the date of
passing of this resolution (whichever is the earlier), but the
Company may, if it agrees to purchase ordinary shares under this
authority before it expires, complete the purchase wholly or partly
after this authority expires.
By order of the board of directors of the Company
Daniel Neiger Company Secretary
28 April 2021
Registered Office:
Cannon Place, 78 Cannon Street, London, England,
EC4N 6AF Registered in England and Wales No. 5300693
NOTES RELATING TO THE NOTICE OF ANNUAL GENERAL MEETING
AND PROXY APPOINTMENTS
In accordance with current government instructions and guidance
regarding Covid-19 and the restrictions on social contact, public
gatherings and non-essential travel, you should not attempt to
physically attend the AGM. Instead you should vote by proxy,
preferably online in accordance with the instructions below by 10
a.m. UK time on 18 May 2021.
Accordingly, unless there is there is any material change in
circumstances which causes the Company to notify changed
arrangements, any shareholder (other than those required to form a
quorum) who attempts to physically attend the AGM in person will be
refused admission. The Company's attendance at the AGM in person
will be limited to satisfy the requirements for a quorum.
We strongly urge you to follow government instructions in
respect of the evolving situation regarding COVID-19 and the
restrictions on social contact, public gatherings and non-essential
travel.
1. Shareholders are entitled to appoint a proxy to exercise all
or any of their rights to attend and to speak and vote on their
behalf at the AGM. Due to restrictions on attendance at the AGM,
when completing your proxy form, please only reference the 'Chair
of the AGM' as your proxy (and do not specifically name any one
individual).
2. Voting by Proxy. You can vote either:
-- by logging on to www.signalshares.com and following the instructions; or
-- you may request a hard copy form of proxy directly from the
registrars, Link Asset Services (previously called Capita) by
sending an email request to enquiries@linkgroup.co.uk or by Tel:
0371 664 0391. Calls cost 12p per minute plus your phone company's
access charge. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 09:00 -
17:30, Monday to Friday excluding public holidays in England and
Wales; or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out below.
In order for a proxy appointment to be valid, a form of proxy
must be completed. In each case the form of proxy must be received
by Link Asset Services (at 34 Beckenham Road, Beckenham, Kent, BR3
4ZF, if posting a hard copy form) by no later than 10 a.m. UK time
on 18 May 2021.
3. While a shareholder may ordinarily appoint more than one
proxy in relation to the AGM provided that each proxy is appointed
to exercise the rights attached to a different share or shares held
by that shareholder, due to restrictions on attendance at the AGM,
when completing your proxy form, please only reference the 'Chair
of the AGM' as your proxy (and do not specifically name any one
individual).
4. The return of a completed proxy form, other such instrument
or any CREST Proxy Instruction (as described in paragraph 6 below)
will not, by itself, prevent a shareholder attending the AGM and
voting in person if he/she wishes to do so. However, as per the
above note, any Company shareholder that attempts to physically
attend the AGM will be refused admission in order to comply with
government instructions and guidance.
5. Corporate shareholders are ordinarily entitled to appoint a
corporate representative to exercise all or any of their rights to
attend and to speak and vote on their behalf at the AGM, provided
that no more than one corporate representative exercises powers in
relation to the same shares. However, due to restrictions on
attendance at the AGM, when completing your proxy form, please only
reference the 'Chair of the AGM' as your proxy (and do not
specifically name any one individual).
6. In accordance with Regulation 41 of the Uncertificated
Securities Regulations 2001, only those shareholders entered in the
register of members of the Company as at close of business on 18
May 2021 or, if the AGM is adjourned, in the register of members at
close of business on the second day prior to the day of any
adjourned AGM, shall be entitled to attend or vote at the AGM in
respect of the number of shares registered in their name at that
time. Changes to entries in the register of members after close of
business on 18 May 2021 or, if the AGM is adjourned, in the
register of members after close of business on the second business
day prior to the day of the adjourned AGM, shall be disregarded in
determining the rights of any person to attend, speak or vote at
the AGM or at any such adjournment.
7. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to enjoy
information rights (a "Nominated Person") may, under an agreement
between him/her and the shareholder by whom he/she was nominated,
have a right to be appointed (or to have someone else appointed) as
a proxy for the AGM. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights. The statement of
the rights of shareholders in relation to the appointment of
proxies in paragraphs 1 and 4 above does not apply to the Nominated
Persons. The rights described in such paragraphs can only be
exercised by shareholders of the Company.
8. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the AGM.
9. If you return more than one proxy appointment, either by
paper or electronic communication, the appointment received last by
the Registrar before the latest time for the receipt of proxies
will take precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication facilities
are open to all shareholders and those who use them will not be
disadvantaged.
10. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by using
the procedures described in the CREST Manual. CREST Personal
Members or other CREST sponsored members, and those CREST members
who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with the specifications of Euroclear UK & Ireland
Limited, (the operator of the CREST system), and must contain the
information required for such instruction, as described in the
CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or is an amendment to the instruction given
to a previously appointed proxy must, in order to be valid, be
transmitted so as to be received by the issuer's agent (ID RA10) by
no later than 10 a.m. UK time on 18 May 2021. For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Application Host)
from which the issuer's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time
any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
12. CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK and
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST Personal
Member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
13. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances
set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
14. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
15. As at 27 April 2021 (being the last practicable date prior
to the publication of this Notice), the Company's issued share
capital consists of 134,389,782 ordinary shares of GBP0.01 each.
Therefore, the total voting rights in the Company as at 27 April
2021 are 134,389,782 carrying one vote each.
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 14 are proposed as ordinary resolutions. This
means that for each of those resolutions to be passed, more than
half of the votes cast must be in favour of the resolution.
Resolutions 15 to 17 are proposed as special resolutions. This
means that for these resolutions to be passed, at least
three-quarters of the votes cast must be in favour of each of them
respectively.
In accordance with the Articles of Association, the Chair of the
AGM has determined that all resolutions to be put to a vote are to
be decided on a poll.
Resolution 1 (annual report and accounts)
The directors of the Company must present to the meeting the
audited annual accounts and
the directors' and auditors' report for the financial year ended 31 December 2020.
Resolution 2 (remuneration report)
The Company's shareholders will be asked to approve the
remuneration report set out on pages 34 to 38 in the annual report
and accounts at the AGM. It sets out the Company's policy on,
and
gives details of, directors' remuneration and other relevant information.
Resolutions 3 and 4 (appointment and remuneration of auditors)
The Company is required to appoint auditors at each general
meeting at which accounts are presented to shareholders to hold
office until the conclusion of the next such meeting. Resolution 3
seeks shareholder approval to appoint Mazars LLP as auditors to
hold office from the conclusion of the AGM until the conclusion of
the next general meeting of the Company at which accounts are laid,
such auditors having been appointed by the board of directors of
the Company since the last AGM.
Resolution 4 seeks authority for the Company's directors to fix
the auditors' remuneration. In accordance with best practice in
corporate governance separate authorities are being sought to
appoint the auditors and to fix their remuneration.
Resolutions 5 to 12 (election and re-election of Directors)
Resolutions 5 to 12 inclusive deal with the election and re-election of the directors.
Eyal Shefer and Yang Yuxiang who were each appointed by the
Board since the last annual general
meeting, will hold office only until the AGM and are then eligible for election by
shareholders in accordance with the Articles of Association.
In keeping with the Board's aim of following best corporate
governance practice, Simon Duffy, Paolo Dal Pino, Gil Sharon,
Harald Rösch, Marco Patuano and Anthony Dixon are also standing for
re-election by the shareholders at this year's AGM. The Company
intends that all directors be subject to re-election by the
shareholders every year.
Biographical information for each of the directors is shown on
pages 24 to 26 of the annual
report and accounts.
The board of directors believes that each of the directors
standing for re-election has considerable and wide- ranging
experience, which will be invaluable to the Company. Each of the
directors has given an assurance to the board of directors that
they remain committed to their role and will ensure that they
devote sufficient time to it, including attendance at board of
directors and committee meetings.
Resolution 13 (authority to allot)
Under section 549 of the Companies Act 2006, the directors are
prevented, subject to certain exceptions, from allotting shares in
the Company or granting rights to subscribe for, or convert any
security into, shares in the Company, without the authority of the
shareholders in general meeting. In accordance with institutional
investor guidelines, resolution 13 is proposed as an ordinary
resolution to authorise the directors to allot shares, or to grant
rights to subscribe for or to convert any security into shares in
the Company, up to an aggregate nominal value of GBP895,931.88,
such amount representing approximately two thirds of the ordinary
share capital of the Company in issue (excluding treasury shares)
at 27 April 2021 (being the last practicable date prior to the
publication of this notice).
As provided in paragraph 13.1 of the resolution, up to half of
this authority (equal to one-third of the issued share capital of
the Company (excluding treasury shares)) will enable directors to
allot and issue new shares in whatever manner (subject to
pre-emption rights) they see fit.
Paragraph 13.2 of the resolution provides that the remainder of
the authority (equal to a further one-third) may only be used in
connection with a rights issue in favour of ordinary
shareholders.
As paragraph 13.1 imposes no restrictions on the way the
authority may be exercised, it could be used in conjunction with
paragraph 13.2 so as to enable the whole two-thirds authority to be
used in connection with a rights issue. Where usage of this
authority exceeds the one-third of the issued share capital, the
directors intend to follow emerging best practice as regards its
use.
The directors' authority shall expire at the conclusion of the
Company's next annual general meeting or within 15 months from the
date of passing of this resolution (whichever is the earlier). The
directors have no immediate plans to make use of this authority. As
at the date of this notice the Company does not hold any ordinary
shares in the capital of the Company in treasury.
Resolution 14 (SCRIP dividend policy)
If this resolution is approved, it will allow participants to
receive ordinary shares in the capital of the Company for every
cash dividend entitlement where the SCRIP is offered. The directors
will retain the discretion to decide whether to offer a SCRIP
dividend alternative in respect of each future dividend. Where a
SCRIP dividend is offered, details of the terms and conditions of
the offer of the SCRIP dividend will be circulated at the relevant
time. Although no final dividend has been declared, the directors
consider it prudent to maintain the option to provide this
alternative for shareholders should circumstances alter so as to
make a SCRIP alternative appropriate for future dividends.
In line with investor protection guidelines, the authority
contained in this resolution is sought for one year only and shall
therefore expire at the end of the next annual general meeting of
the Company after the date on which it is passed. Unless there is a
change in circumstances, the Company expects to seek an extension
of this authority prior to its expiry.
Resolutions 15 and 16 (disapplication of statutory pre-emption rights)
The Companies Act 2006 prescribes certain pre-emption rights
under which, if the Company issues new shares, or grants rights to
subscribe for or to convert any security into shares, for cash or
sells any treasury shares, it must first offer them to existing
shareholders in proportion to their current holdings.
Under Resolution 15, it is proposed that the directors be
authorised to issue shares for cash and/or sell shares from
treasury (if any are so held) without offering them first to
existing shareholders in accordance with statutory pre-emption
rights:
(i) up to an aggregate nominal amount of GBP67,194.89. This
amount represents approximately 5 per cent of the Company's issued
share capital (excluding shares held in treasury) as at 27 April
2021, the latest practicable date prior to the publication of the
notice. This part of the authority is designed to provide the board
with flexibility to raise further equity funding and to pursue
acquisition opportunities as and when they may arise; or
(ii) in respect of a rights issue, open offer or other offer
that generally provides existing shareholders with the opportunity
to subscribe for new shares pro rata to their existing holdings.
This part of the authority is designed to give the directors
flexibility to exclude certain shareholders from such an offer
where the directors consider it necessary or desirable to do so in
order to avoid legal, regulatory or practical problems that would
otherwise arise.
Under Resolution 16, it is proposed that the directors be
authorised to disapply statutory pre-emption rights in respect of
an additional 5 per cent of the Company's issued share capital. The
directors consider that proposing this resolution is appropriate
for the Company's circumstances and, in accordance with the
Pre-Emption Group's Principles, the directors confirm that the
authority in resolution 16 will be used only in connection with an
acquisition or specified capital investment that is announced
contemporaneously with the issue, or that has taken place in the
preceding six-month period and is disclosed in the announcement of
the issue.
If passed, the authorities in Resolution 15 and Resolution 16
will expire at the same time as the authority to allot shares given
pursuant to Resolution 13.
Excluding any shares issued in connection with an acquisition or
specified capital investment as described above, the directors do
not intend to issue more than 7.5 per cent of the issued share
capital on a non-pre-emptive basis in any rolling three-year
period.
Resolution 17 (authority for market purchases of own shares)
This resolution will provide the Company with authority to make
limited market purchases of the Company's ordinary shares. The
authority is limited to a maximum aggregate number of 13,438,978
ordinary shares (representing approximately 10 per cent of the
issued ordinary shares as at 27 April 2021 (being the latest
practicable date prior to publication of this report)) and sets out
the minimum and maximum prices that can be paid, exclusive of
expenses. The authority conferred by this resolution will expire at
the conclusion of the Company's next annual general meeting or the
date which falls 15 months from the date of the annual general
meeting at which this resolution is passed, whichever is the
earlier. Any purchases of ordinary shares would be made by means of
market purchase through the London Stock Exchange.
Pursuant to the Companies Act 2006, companies are allowed to
hold shares acquired by way of market purchase in treasury, rather
than having to cancel them. The directors may use the authority to
purchase shares and hold them in treasury (and subsequently sell or
transfer them out of treasury as permitted in accordance with
legislation) rather than cancel them, subject to institutional
guidelines applicable at the time.
In deciding whether to purchase shares, the directors will take
into account the capital needs of the Company based on its
financial outlook over the 12 months following the AGM. In
assessing those needs, they will pay particular attention to the
impact of Covid-19 on the business, the heightened risk environment
created by the pandemic and any opportunities to make investments
that are in the long term interests of shareholders. They will also
take account of the impact of any repurchase on the Company's
earnings per share and net asset value per share and will consider
whether, in their opinion, such a repurchase is in the interests of
shareholders of the Company generally.
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
NOAIRMPTMTITBJB
(END) Dow Jones Newswires
April 28, 2021 02:00 ET (06:00 GMT)
Telit Communications (LSE:TCM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Telit Communications (LSE:TCM)
Historical Stock Chart
From Jul 2023 to Jul 2024