esure Group plc Annual Report and Accounts and Notice of AGM (2182C)
11 April 2017 - 10:31PM
UK Regulatory
TIDMESUR
RNS Number : 2182C
esure Group plc
11 April 2017
11 April 2016
esure Group plc
Publication of Annual Report and Notice of Annual General
Meeting and
Related Party Transaction Circular
LEI Code: 213800KOI3F5LM54PT8
esure Group plc ("esure" or the "Company") today announces that
the Company's Annual General Meeting (the "AGM") will be held at
3.30pm on Wednesday, 17 May 2017 at Tithe Barn, Burford Bridge
Hotel, Dorking, Surrey, RH5 6BX. The Annual Report for the year
ended 31 December 2016 (the "Annual Report") and the Notice of
Meeting convening the AGM, together with accompanying Form of Proxy
and related explanatory circular in respect of the business to be
proposed at the AGM (the "Circular") has today been published and
will be distributed to shareholders.
In addition to recurring AGM business, the Circular contains a
proposed resolution (the "Relevant Distributions Resolution") which
will be put to shareholders at the AGM relating to certain
technical matters in respect of the Company's procedures for the
payment of the final cash dividend of 7.3 pence per share paid on
20 May 2016 and the interim cash dividend of 3.0 pence per share
paid on 21 October 2016 (each a "Relevant Distribution" and
together, the "Relevant Distributions").
The Companies Act 2006 (the "Act") provides that a public
company may pay a dividend out of its distributable profits as
shown in the last accounts circulated to members, or if interim
accounts are used, those that have been delivered to Companies
House. These requirements apply even if the company in question has
sufficient distributable profits to pay the relevant dividend at
the relevant time.
The Company has at all times had sufficient profits and other
distributable reserves to justify the Relevant Distributions and,
as such, it could have prepared relevant interim accounts showing
the requisite level of distributable profits for each Relevant
Distribution and delivered these to Companies House in order to
satisfy the procedural requirements of the Act. The Company did
not, however, take all of these steps in relation to the Relevant
Distributions. In both instances this constituted a procedural
breach of section 838 of the Act and, accordingly, the Relevant
Distributions were, regrettably, made otherwise than in accordance
with the Act.
The Relevant Distributions Resolution will, if passed, give the
Board the authority to enter into two deeds of release, as
described in the Circular, by which the Company will waive and
release any potential claim it may have against any relevant person
in relation to the Relevant Distributions having been made
otherwise than in accordance with the procedural requirements of
the Act and thereby put all potentially affected parties, so far as
possible, in the position in which they were intended to be had the
Relevant Distributions been made in accordance with all the
procedural requirements of the Act.
The steps being proposed are in line with those taken by other
UK incorporated listed companies that have encountered similar
issues in the past. The two deeds of release will be in respect of
certain directors of the Company (being Sir Peter Wood, Shirley
Garrood, Stuart Vann, Darren Ogden, MarĂa Dolores Dancausa, Martin
Pike, Angela Seymour-Jackson and Peter Ward) (the "Relevant
Directors") (the "Directors' Deed of Release") and in respect of
past and present shareholders who were recipients of one or both of
the Relevant Distributions (the "Shareholders' Deed of
Release").
The entry by the Company into the Shareholders' Deed of Release
and the Directors' Deed of Release will each constitute a related
party transaction (as defined in the UKLA Listing Rules) requiring
shareholder approval, as detailed in the Circular, as each Relevant
Director is a related party (as defined in the UKLA Listing Rules)
of the Company and any person who, at the time of the vote on the
Relevant Distributions Resolution, is entitled to exercise, or
control the exercise of, 10 per cent. or more of the voting rights
attaching to the Company's shares is a related party (as defined in
the UKLA Listing Rules) of the Company (being, as at the date of
this announcement insofar as is known to the Company, Sir Peter
Wood and Toscafund Asset Management LLP). Therefore the proposed
Relevant Distributions Resolution will also seek the specific
approval of shareholders for the entry into the Shareholders' Deed
of Release and the Directors' Deed of Release, in accordance with
the related party transaction requirements of the UKLA Listing
Rules.
Further details of the Relevant Distributions, the Shareholders'
Deed of Release and the Directors' Deed of Release are contained in
the Circular.
In accordance with Listing Rule 9.6.1, copies of the Annual
Report and the Circular have been submitted to the National Storage
Mechanism and will be available for inspection at:
www.morningstar.co.uk/uk/NSM.
Copies of the Annual Report and the Circular are also available
to view on the Company's website at: www.esuregroup.com and hard
copies of these documents and the form of the Shareholders' Deed of
Release and the Directors' Deed of Release are available for
inspection up to and including the date of the AGM at the Company's
registered office at The Observatory, Castlefield Road, Reigate,
Surrey RH2 0SG. Hard copies of the form of the Shareholders' Deed
of Release and the Directors' Deed of Release are available for
inspection up to and including the date of the AGM at the offices
of Slaughter and May, One Bunhill Row, London EC1Y 8YY.
Enquiries:
Alice Rivers
Company Secretary
Telephone: +44 (0)1737 235 504
This information is provided by RNS
The company news service from the London Stock Exchange
END
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