TIDMGNC
RNS Number : 9604M
Greencore Group PLC
26 January 2021
26 January 2021
GREENCORE GROUP PLC
Results of Extraordinary General Meeting
Greencore Group plc (the "Company") announces that each
resolution proposed at the Extraordinary General Meeting ("EGM") of
the Company held today, Tuesday 26 January 2021, was passed.
The full text of each resolution was included in the Notice of
the Extraordinary General Meeting of the Company contained in the
circular published by the Company on 21 December 2020 (the
"Circular") and made available on the Company's website,
www.greencore.com .
In accordance with the Listing Rules, a copy of each of the
resolutions passed at the Extraordinary General Meeting has been
forwarded to the UK Listing Authority and will shortly be available
for inspection at the following location:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
A full list of the votes received will shortly be available for
inspection on the Company's website, www.greencore.com .
Capitalised words and expressions in this announcement shall,
unless the context provides otherwise, have the same meanings as in
the Circular.
Special Business considered at the Extraordinary General
Meeting
For the purposes of Listing Rule 9.6.3, the resolutions approved
by shareholders included the following items of special
business:
Resolution 1: Special resolution within the meaning of sections
4, 5 and 8 of the Migration of
Participating Securities Act 2019
"WHEREAS:
(a) the Company has notified Euroclear Bank SA/NV ("Euroclear
Bank") by a letter dated 26 November 2020 of the proposal that the
relevant Participating Securities in the Company are to be the
subject of the Migration, in accordance with the Migration of
Participating Securities Act 2019 (the "Migration Act");
(b) the Company has received a statement in writing from
Euroclear Bank dated 30 November 2020 (as required by section
5(6)(a) of the Migration Act) to the effect that the provision of
the services of Euroclear Bank's settlement system to the Company
will, on and from the Live Date, be in compliance with Article 23
of Regulation (EU) No 909/2014 of the European Parliament and of
the Council of 23 July 2014 ("CSDR"); and
(c) the Company has received the statement from Euroclear Bank
dated 30 November 2020 (as required by section 5(6)(b) of the
Migration Act) to the effect that following:
(i) such inquiries as have been made of the Company by Euroclear Bank; and
(ii) the provision of such information by or on behalf of the
Company, in writing, to Euroclear Bank as specified by Euroclear
Bank,
Euroclear Bank is satisfied that the relevant Participating
Securities in the Company meet the criteria stipulated by Euroclear
Bank for the entry of the Participating Securities into the
settlement system operated by Euroclear Bank;
IT IS HEREBY RESOLVED that this meeting approves of the Company
giving its consent to the Migration of the Migrating Shares to
Euroclear Bank's central securities depository (which is authorised
in Belgium for the purposes of CSDR) provided that as part of the
Migration the title to the Migrating Shares will become and be
vested in Euroclear Nominees Limited, being a company incorporated
under the laws of England and Wales with registration number
02369969 ("Euroclear Nominees"), as part of the Migration and
acting in its capacity as the trustee for, and/or nominee of,
Euroclear Bank for the purposes of the Migrating Shares being
admitted to the Euroclear System, and that the directors of the
Company be and are hereby authorised to take all actions necessary
or desirable in connection with the foregoing or the Migration
(including, without limitation, determining not to proceed with the
Migration); it being understood that:
"Circular" means the circular issued by the Company to its
shareholders dated 21 December 2020;
"Euroclear System" has the same meaning as defined in the
Circular;
"Live Date" has the same meaning as defined in the Circular;
"Migration" has the same meaning as defined in the Circular;
"Migrating Shares" has the same meaning as defined in the
Circular;
"Participating Securities" has the same meaning as defined in
the Circular; and
"relevant Participating Securities" means all Participating
Securities recorded in the register of members of the Company on
the Live Date."
Resolution 2: Special resolution for the purposes of the
Companies Act 2014, as amended ("Companies Act")
"THAT, subject to the adoption of Resolution 1 in the notice of
[sic] EGM, the Articles of Association of the Company, which have
been available for inspection at the registered office of the
Company since the date of the notice of [sic] EGM, be and are
hereby adopted on and with immediate effect from the passing of
this Resolution as the new Articles of Association of the Company
in substitution for and to the exclusion of, the existing Articles
of Association of the Company."
Resolution 3: Special resolution for the purposes of the
Companies Act
"THAT, subject to the adoption of Resolutions 1 and 2 in the
notice of [sic] EGM, the Company be and is hereby authorised and
instructed to:
(a) take any and all actions which the Directors, in their
absolute discretion, consider necessary or desirable to implement
the Migration (including, without limitation, determining not to
proceed with the Migration) and/or the matters in connection with
the Migration referred to in the Circular (including the procedures
and processes described in the EB Migration Guide (as amended from
time to time)); and
(b) appoint any persons as attorney or agent for the holders of
the Migrating Shares to do any and all things, including the
execution and delivery of all such documents and/or instructions as
may, in the opinion of the attorney or agent, be necessary or
desirable to implement the Migration and/or the matters in
connection with the Migration referred to in the Circular
(including the procedures and processes described in the EB
Migration Guide (as amended from time to time)) including:
(i) instructing Euroclear Bank and/or Euroclear Nominees to
credit the interests of the holders of the Migrating Shares in the
Migrating Shares (i.e. the Belgian Law Rights representing the
Migrating Shares to which such holder was entitled) to the account
of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear
System, as nominee and for the benefit of the CREST Depository (or
the account of such other nominee(s) of the CREST Depository as it
may determine);
(ii) any action necessary or desirable to enable the CREST
Depository to hold the interests in the Migrating Shares referred
to in sub-paragraph (i) above on trust pursuant to the terms of the
CREST Deed Poll or otherwise and for the benefit of the holders of
the CREST Depository Interests ("CDIs") (being the relevant holder
of the Migrating Shares);
(iii) any action necessary or desirable to enable the issuance
of CDIs by the CREST Depository to the relevant holders of the
Migrating Shares, including any action deemed necessary or
desirable in order to authorise Euroclear Bank, the CREST Nominee
and/or any other relevant entity to instruct the CREST Depository
and/or EUI to issue the CDIs to the relevant holders of the
Migrating Shares pursuant to the terms of the CREST Deed Poll or
otherwise; and
(iv) the release by the Company's Registrar, the Secretary of
the Company and/or EUI of such personal data of a holder of
Migrating Shares to the extent required by Euroclear Bank, the
CREST Depository and/or EUI to effect the Migration and the issue
of the CDIs;
it being understood that capitalised terms used in this
Resolution shall have the meaning given to them in the Circular
issued by the Company to its shareholders dated 21 December 2020,
and provided always that nothing in this Resolution shall qualify
or limit in any way the effect of Resolutions 1 and 2, or the
authorisations and powers arising from such effect."
For further information, please contact:
Jolene Gacquin
Group Company Secretary
Greencore Group plc
No. 2 Northwood Avenue
Northwood Business Park
Santry
Dublin 9
D09 X5N9
Tel: +353 (0) 1 486 3309
About Greencore
We are a leading manufacturer of convenience food in the UK and
our purpose is to make every day taste better. We supply all of the
major supermarkets in the UK. We also supply convenience and travel
retail outlets, discounters, coffee shops, foodservice and other
retailers. We have strong market positions in a range of categories
including sandwiches, salads, sushi, chilled snacking, chilled
ready meals, chilled soups and sauces, chilled quiche, ambient
sauces and pickles, and frozen Yorkshire Puddings.
In FY20 we manufactured 619m sandwiches and other food to go
products, 116m chilled prepared meals, and 264m bottles of cooking
sauces, pickles and condiments. We carry out more than 10,000
direct to store deliveries each day. We have 16 world-class
manufacturing sites in the UK, with industry-leading technology and
supply chain capabilities. We generated revenues of GBP1.3bn in
FY20 and employ approximately 12,200 people.
We are headquartered in Dublin, Ireland. For further information
go to www.greencore.com or follow Greencore on social media.
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