TIDMIL0A
RNS Number : 7756E
Permanent TSB Group Holdings PLC
10 May 2017
PERMANENT TSB GROUP HOLDINGS PLC
Result of Annual General Meeting (AGM)
The Directors of the Company wish to announce that each of the
resolutions proposed at the AGM of the Company held on Wednesday 10
May 2017 were passed. The full text of each resolution was included
in the notice of the AGM circulated to shareholders on 12 April
2017.
A summary of poll results for this meeting will shortly be
available on the Company's website at:
http://www.permanenttsbgroup.ie/investors/shareholder-services/annual-general-meeting/2017.aspx
In accordance with the Irish listing rule 6.6.3 the full text of
all resolutions (other than resolutions concerning ordinary
business) passed by the meeting are set out below:
Resolution 5
The Directors be and are hereby generally and unconditionally
authorised, pursuant to Section 1021 of the Companies Act 2014, to
exercise all of the powers of the Company to allot and issue all
relevant securities of the Company (within the meaning of Section
1021 of the Companies Act 2014) up to an aggregate nominal amount
of EUR75,024,756 representing approximately 33% of the aggregate
nominal value of the issued ordinary share capital of the Company
as at 03 April 2017 (excluding treasury shares). The authority
hereby conferred shall commence at the time of the passing of this
Resolution and shall expire at the conclusion of the next AGM of
the Company after the passing of this Resolution or at midnight on
the date which is 15 calendar months after the date of passing this
Resolution (whichever is earlier) unless and to the extent that
such power is renewed, revoked, or extended prior to such date;
provided that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be
allotted after such expiry, and the Directors may allot relevant
securities in pursuance of such an offer or agreement as if the
power conferred by this Resolution had not expired.
Resolution 6
Subject to and conditional upon Resolution 5 of the Notice of
AGM being passed, pursuant to Sections 1022 and 1023(3) of the
Companies Act 2014, the Directors be and are hereby empowered to
allot equity securities (within the meaning of Section 1023(1) of
the Companies Act 2014) for cash pursuant to the authority to allot
relevant securities conferred on the Directors by Resolution 5 of
this Notice of AGM as if Section 1022(1) of the Companies Act 2014
did not apply to any such allotment, such power to be effective
from the time of passing of this Resolution and shall expire at the
conclusion of the next AGM of the Company after the passing of this
Resolution or at midnight on the date which is 15 calendar months
after the date of passing this Resolution (whichever is earlier)
unless and to the extent that such power is renewed, revoked, or
extended prior to such date but in each case, prior to its expiry
the Company may make offers, and enter into agreements, which
would, or might, require equity securities to be allotted (and
treasury shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury shares)
under any such offer or agreement as if the authority had not
expired; and such power being limited to:
a) the allotment of equity securities in connection with any
offer of securities, open for a period fixed by the Directors, by
way of rights issue, open offer or other invitation to or in favour
of the holders of ordinary shares and/or any persons having a right
to subscribe for equity securities in the capital of the Company
(including, without limitation, any persons entitled or who may
become entitled to acquire equity securities under any of the
Company's share option scheme or share incentive plans then in
force) where the equity securities respectively attributable to the
interests of such holders are proportional (as nearly as may be
reasonably be) to the respective number of ordinary shares held by
them and subject thereto the allotment in any case by way of
placing or otherwise of any securities not taken up in such issue
or offer to such persons as the Directors may determine; and;
generally, subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to legal or
practical problems (including dealing with any fractional
entitlements and/or arising in respect of any overseas
shareholders) under the laws of, or the requirements of any
regulatory body or stock exchange in, any territory;
b) and/or the allotment of equity securities up to a maximum
aggregate nominal value of EUR11,367,387, which represents
approximately 5% of the issued ordinary share capital of the
Company as at the close of business on 03 April 2017;
Resolution 7
Subject to and conditional upon Resolution 5 of the Notice of
AGM being passed and in addition and without prejudice to or
limitation of any power and authority granted under resolution 6 of
the Notice of AGM, pursuant to Sections 1022 and 1023(3) of the
Companies Act 2014 the Directors be and are hereby empowered to
allot equity securities (within the meaning of Section 1023(1) of
the Companies Act 2014) for cash pursuant to the authority to allot
relevant securities conferred on the Directors by Resolution 5 of
this Notice of AGM as if Section 1022(1) of the Companies Act 2014
did not apply to any such allotment, such power to be effective
from the time of passing of this Resolution and shall expire at the
conclusion of the next AGM of the Company after the passing of this
Resolution or midnight on the date which is 15 calendar months
after the date of passing this Resolution (whichever is earlier)
unless and to the extent that such power is renewed, revoked, or
extended prior to such date but in each case, prior to its expiry
the Company may make offers, and enter into agreements, which
would, or might, require equity securities to be allotted (and
treasury shares to be sold) after the authority expires and the
Directors may allot equity securities (and sell treasury shares)
under any such offer or agreement as if the authority had not
expired; and such power being limited to:
a) the allotment of equity securities up to a maximum aggregate
nominal value of EUR11,367,387, which represents approximately 5%
of the issued ordinary share capital of the Company as at the close
of business on 03 April 2017; and
b) 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 the Pre-Emption Rights
most recently published by the Pre-Emption Group and in effect
prior to the date of this Notice of AGM.
Resolution 8
That pursuant to Section 1074 of the Companies Act 2014, the
Company and any subsidiary of the Company be and they are each
hereby generally authorised to make market purchases and overseas
market purchases (in each case as defined by Section 1072 of that
Act) of ordinary shares in the capital of the Company on such terms
and conditions and in such manner as the Directors may determine
from time to time; but subject however to the provisions of that
Act and to the following restrictions and provisions:
a) the maximum number of ordinary shares authorised to be
acquired shall not exceed 10% of the ordinary share capital in
issue in the Company as at close of business on the day on which
this Resolution is passed;
b) the minimum price (excluding expenses) which may be paid for
any ordinary share shall be an amount equal to the nominal value
thereof; and
c) the maximum price (excluding expenses) which may be paid for
any ordinary share shall be the lower of:
i. 5% above the higher of the average of the closing prices of
the Company's ordinary shares taken from the Irish Stock Exchange
Daily Official List and the average of the closing prices of the
Company's ordinary shares taken from the London Stock Exchange
Daily Official List, in each case for the five business days
preceding the day the purchase is made (the "Market Purchase
Appropriate Price"), or if on any such business day there shall be
no dealing of ordinary shares on the trading venue where the
purchase is carried out or a closing price is not otherwise
available, the Market Purchase Appropriate Price shall be
determined by such other method as the Directors shall determine,
in their sole discretion, to be fair and reasonable; and
ii. (ii) the amount stipulated by Article 3(2) of Commission
Delegated Regulation (EU) 2016/1052 relating to regulatory
technical standards for the conditions applicable to buy-backs
programmes and stabilisation measures (being the value of an
ordinary share calculated on the basis of the higher of the price
quoted for: (i) the last independent trade, and (ii) the highest
current independent purchase bid for, any number of ordinary shares
on the trading venue(s) where the purchase pursuant to the
authority conferred by this resolution will be carried out);
d) such authority shall expire on close of business on the date
of the next AGM of the Company after the date of passing this
Resolution or the date which is 15 calendar months after the date
of passing this Resolution (whichever is earlier), unless
previously varied, revoked or renewed by special resolution in
accordance with the provisions of Section 1074 of the Companies Act
2014; and
e) the Company may, before such expiry, enter into a contract
for the purchase of ordinary shares which would or might be
executed wholly or partly after such expiry and may complete any
such contract as if the authority conferred hereby had not
expired.
Resolution 9
That for the purposes of Section 1078 of the Companies Act 2014,
the re-allotment price range at which any treasury shares (as
defined by Section 106 of that Act) for the time being held by the
Company may be re-allotted off-market shall be as follows:
a) the maximum price (excluding expenses) at which a treasury
share may be re-allotted off-market shall be an amount equal to
120% of the Treasury Share Appropriate Price; and
b) the minimum price (excluding expenses) at which a treasury
share may be re-allotted off-market shall be the nominal value of
the share where such a share is required to satisfy an obligation
under an employee share scheme (as defined in the Main Securities
Market Listing Rules issued by the Irish Stock Exchange) operated
by the Company, or in all treasury share shall be issued at a price
lower than its nominal value); and
c) for the purposes of sub-paragraphs (a) and (b), the
expression "Treasury Share Appropriate Price" shall mean the lower
of the average of the closing prices of the Company's ordinary
shares taken from the Irish Stock Exchange Daily Official List and
the average of the closing prices of the Company's ordinary shares
taken from the London Stock Exchange Daily Official List in each
case for the five business days (in Dublin and in London,
respectively, as the case may be) prior to the day the re-allotment
is made, or if on any business day there shall be no dealing of
ordinary shares on the trading venue or a closing price is not
otherwise available, the Treasury Share Appropriate Price shall be
determined by such other method as the Directors shall determine,
in their sole discretion, to be fair and reasonable.
The authority hereby conferred shall expire on close of business
on the date of the next AGM of the Company or on the date which is
15 months of the passing of the resolution, whichever is the
earlier, unless previously varied, revoked or renewed by special
resolution. The Company may before such expiry make a contract for
the re-allotment of treasury shares which would or might be wholly
or partly executed after such expiry and may make a re-issue or
re-allotment of treasury shares pursuant to any such contract as if
the authority hereby conferred had not expired.
Resolution 10
That, subject to and with the confirmation of the High Court in
accordance with sections 84 and 85 of the Companies Act 2014, the
share capital of the Company be reduced in the following
manner:-
a) subject to (b) below, the entire of the amount standing to
the credit of the share premium account of the Company immediately
preceding the passing of this resolution or such lesser amount as
the High Court may determine, be cancelled and extinguished such
that the reserve resulting from such cancellation be treated as
profits available for distribution in accordance with section 117
of the Companies Act 2014; and
b) the Directors of the Company (or any duly authorised
committee thereof) be and they are hereby authorised to determine,
on behalf of the Company, to proceed to seek the confirmation of
the High Court to a reduction of the share premium account for such
lesser amount or number as the Directors of the Company (or any
duly authorised committee thereof) may approve in their absolute
discretion, or to determine not to proceed to seek confirmation of
the High Court at all in pursuance of paragraph (a) above.
Resolution 11
That, subject to and with the confirmation of the High Court in
accordance with sections 84 and 85 of the Companies Act 2014, and
subject to any necessary consents or approvals having been obtained
from the Central Bank of Ireland and the European Central Bank or
the Directors of the Company (or any duly authorised committee
thereof) otherwise being satisfied that the Central Bank of Ireland
and the European Central Bank have no objection thereto, the share
capital of the Company be reduced in the following manner:
a) the 3,562,883,512 issued deferred shares of _EUR0.289 each in
the capital of the Company having an aggregate nominal capital of
_EUR1,029,673,335 (being the entire of the deferred shares in
issue) be cancelled and extinguished; and, of the _EUR1,029,673,335
reserve arising as a result of such cancellation and extinguishment
and subject as hereinafter provided, EUR1,500,000 (being the sum in
the Company's articles of association referable thereto) be paid to
the holders of those deferred shares pro rata and pari passu as
between them and the balance of such reserve so arising (being
EUR1,028,173,335) be treated as a realised profit in accordance
with section 117 of the Companies Act 2014 provided that: (i) all
fractional amounts to be distributed to a holder shall be rounded
as the Directors may determine and on the basis that any amount of
EUR0.005 or upwards (but less than EUR0.01) will be rounded upwards
to the nearest EUR0.01; (ii) amounts of less than EUR0.01 per
relevant holder will not be so distributed but shall be retained
for the benefit of the Company; (iii) any amounts over EUR0.01
shall be paid to the relevant holders on the cancellation of the
deferred shares or as soon thereafter as is reasonably practicable
in accordance with the terms of article 116 of the articles of
association and in any manner and circumstances permitted
thereunder; and
b) the Directors of the Company (or any duly authorised
committee thereof) be and they are hereby authorised to determine,
on behalf of the Company, to proceed to seek the confirmation of
the High Court of cancellation and extinguishment of the deferred
shares by such lesser amount or number as the Directors of the
Company (or any duly authorised committee thereof) may approve in
their absolute discretion, or to determine not to proceed to seek
confirmation of the High Court at all in pursuance of paragraph (a)
above.
Resolution 12
That the authorised share capital of the Company be and is
hereby reduced from EUR25,150,599,999.94 divided into 1,550,000,000
Ordinary Shares of EUR0.50 each and 84,344,636,678 Deferred Shares
of EUR0.289 each to EUR775,000,000 divided into 1,550,000,000
Ordinary Shares of EUR0.50 each by the cancellation of
80,781,753,166 authorised but unissued Deferred Shares of EUR0.289
each.
Resolution 13
That, subject to and conditional upon Resolution 11 and
Resolution 12 of the Notice of AGM being passed the memorandum and
articles of association of the Company be amended in the following
manner:
a) Clause 5 of the memorandum of association be deleted in its
entirety and replaced with the following:
"The share capital of the Company is EUR775,000,000 divided into
1,550,000,000 Ordinary Shares of EUR0.50 each."
b) Article 2(a) of the articles of association of the Company be
deleted in its entirety and be replaced with the following:
"The share capital of the Company is EUR775,000,000 divided into
1,550,000,000 Ordinary Shares of EUR0.50 each.";
c) Article 2(b) of the articles of association be deleted in its entirety;
d) Article 6 (b) of the articles of association of the Company
be deleted in its entirety and be replaced with the following:
"(b) The rights conferred upon the Holders of the shares of any
class issued with preferred or other rights shall not, unless
otherwise expressly provided by these Articles or the terms of the
issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith or
subordinate thereto or by the purchase, redemption or acquisition
by the Company of any of its own shares."; and
e) Article 11(a) of the articles of association of the Company
be deleted in its entirety and be replaced with the following:
"(a) Subject to the provisions of Article 11 (b) of these
Articles, every Member shall in the case of shares held in
certificated form be entitled without payment to receive within two
months after allotment or lodgement of a transfer to him of the
shares in respect of which he is so registered (or within such
other period as the conditions of issue shall provide) one
certificate for all the shares of each class held by him or several
certificates each for one or more of his shares upon payment for
every certificate after the first of such reasonable out of pocket
expenses as the Directors may determine provided that the Company
shall not be bound to issue more than one certificate for shares
held jointly by several persons and delivery of a certificate to
one joint Holder shall be a sufficient delivery to all of them. The
Company shall not be bound to register more than four persons as
joint Holders of any share (except in the case of executors or
trustees of a deceased Member). Every certificate shall be sealed
with the Seal and shall specify the number, class and
distinguishing number (if any) of the shares to which it relates
and the amount or respective amounts paid up thereon. The Company
shall not be obliged to issue a certificate to a Member following
any consolidation, subdivision or other redenomination or
reorganisation of share capital, unless specifically requested in
writing to do so by the Member, in which case the Company shall
complete and have ready for delivery such a certificate within a
period of 2 months from the date of receipt of such request by the
Company.".
f) Article 116 of the articles of association be amended by the
replacement of the heading thereof with the following: "Payments to
Members"
g) Article 54 of the articles of association be amended by the
replacement of the first line thereof with the following: "The
business of the annual general meeting may include:"
Ends.
CiarĂ¡n Long
Group Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
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