24th October 2018
Redde plc (“the Company”)
At the Annual General Meeting of the above named company, duly
convened and held at the offices of Bryan
Cave Leighton Paisner, Adelaide
House, London Bridge, London, EC4R 9HA on Wednesday 24th
October 2018 at 10.00 a.m. the following resolutions were passed
as to resolutions 1 to 8 (inclusive) as ordinary resolutions and as
to resolutions 9 and 10 as special resolutions:
RESOLUTIONS
Resolution 1
To receive and adopt the financial statements for the financial
year ended 30th June 2018
and receive the Directors’ and Auditors’ reports.
Resolution 2
To declare a final dividend of 6.15
pence per ordinary share recommended by the directors.
Resolution 3
To re-elect Mark McCafferty as a
director.
Resolution 4
To re-elect John Davies as a
director.
Resolution 5
To re-elect Stephen Oakley as a
director.
Resolution 6
To appoint KPMG LLP as auditors to the Company until the
conclusion of the next general meeting of the Company at which
accounts are laid.
Resolution 7
To authorise the directors to agree the auditor’s
remuneration.
Resolution 8
That the directors be generally and unconditionally authorised
in accordance with section 551 of the Companies Act 2006 (the
“Act”) to allot:
(a) shares in the Company or grant
rights to subscribe for or to convert any security into shares in
the Company up to an aggregate nominal amount of £101,330; and in
addition
(b) equity securities of the Company
(within the meaning of section 560 of the Act) in connection with
an offer of such securities by way of a rights issue up to an
aggregate nominal amount of £101,330
provided that this authority shall expire on 31 December 2019 or, if earlier, the conclusion
of the next annual general meeting of the Company but, in each
case, so that the Company may, before such expiry, make an offer or
agreement which would or might require shares to be allotted or
rights to subscribe for or convert securities into shares to be
granted after such expiry and the directors may allot shares or
grant rights to subscribe for or convert securities into shares
pursuant to such an offer or agreement as if this authority had not
expired.
“rights issue” means an offer to:
(i) holders of ordinary shares in the capital of the
Company in proportion (as nearly as may be practicable) to the
respective number of ordinary shares held by them; and
(ii) holders of other equity securities if this is required by
the rights of those securities or, if the directors consider it
necessary, as permitted by the rights of those securities,
to subscribe for further securities by means of the issue of a
renounceable letter (or other negotiable document) which may be
traded for a period before payment for the securities is due, but
subject in both cases to such exclusions or other arrangements as
the directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or legal,
regulatory or practical problems in, or under the laws of, any
territory or any other matter.
Resolution 9
That subject to and conditional on the passing of resolution
number 8, the directors be empowered, pursuant to section 570 of
the Act, to allot equity securities (within the meaning of section
560 of the Act) for cash pursuant to the authority conferred by
resolution number 8 and/or where the allotment constitutes an
allotment of equity securities by virtue of section 560(3) of the
Act, in each case:
(a) in connection with an offer of such
securities by way of a rights issue (as defined in resolution
number 8); and
(b) (otherwise than pursuant to
paragraph 9(a) above), up to an aggregate nominal amount of
£30,399
as if section 561(1) of the Act did not apply to any such
allotment, such authority to expire on 31
December 2019 or, if earlier, the conclusion of the next
annual general meeting of the Company, save that the Company may,
before such expiry, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such an offer
or agreement as if this power had not expired.
Resolution 10
That the Company be generally and unconditionally authorised to
make market purchases (within the meaning of section 693(4) of the
Act) of ordinary shares of 0.01 pence
each in the capital of the Company on such terms and in such manner
as the directors may from time to time determine, provided
that:
(a) the maximum number of ordinary
shares hereby authorised to be acquired is 30,399,035 representing
approximately 10 per cent. of the issued ordinary share capital of
the Company;
(b) the minimum price (excluding
expenses) which may be paid for any such ordinary share is
0.1 pence;
(c) the maximum price (excluding
expenses) which may be paid for any such ordinary share is the
higher of:
(i) an amount equal to 105 per
cent. of the average market value of an ordinary share in the
Company for the 5 business days prior to the day the purchase is
made; and
(ii) the value of an ordinary
share calculated on the basis of the higher of the price quoted
for:
(A) the last independent trade of;
and
(B) the highest current independent bid
for,
any number of the Company’s ordinary shares on the trading venue
where the purchase is carried out; and
(d) the authority hereby conferred shall
expire (unless previously renewed, varied or revoked) on
31 December 2019 or, if earlier, the
conclusion of the next annual general meeting of the Company
(except in relation to the purchase of ordinary shares the contract
for which was concluded before the expiry of this authority and
which will or may be executed wholly or partly after such
expiry).
CONTACT:
Name:
Nick Tilley
Company Secretary
Telephone: 01225 321207
Date:
24th October 2018