Close Brothers Group PLC AGM Special Business (5166P)

TIDMCBG

RNS Number : 5166P

Close Brothers Group PLC

17 November 2016

 
 Close Brothers Group plc 
  Annual General Meeting resolutions passed 
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Close Brothers Group plc ("the group" or "Close Brothers") announces that at the Annual General Meeting of the group duly convened and held on Thursday 17 November 2016 at 10 Crown Place, London EC2A 4FT, the following special business resolutions of the group were passed:

Ordinary resolution

14. To authorise the Board generally and unconditionally to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

(a) up to a nominal amount of GBP12,497,366 (such amount to be reduced by the nominal

amount allotted or granted under paragraph (b) below in excess of such sum); and

(b) comprising equity securities (as defined in the Companies Act 2006) up to a nominal

amount of GBP24,994,732 (such amount to be reduced by any allotments or grants

made under paragraph (a) above) in connection with an offer by way of a rights issue:

(1) to ordinary shareholders in proportion (as nearly as may be practicable) to their

existing holdings; and

(2)tto holders of other equity securities as required by the rights of those securities

or as the Board otherwise considers necessary, and so that the Board may impose any

limits or restrictions and make any arrangements which ittconsiders necessary or

appropriate to deal with treasury shares, fractional entitlements, record dates, legal,

regulatory or practicaltproblems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's Annual General Meeting

(or, if earlier, until the close of business on 17 February 2018) but, in each case,

during this period the Company may make offers and enter into agreements which

would, or might, require shares to be allotted or rights to subscribe for or convert

securities into shares to be granted after the authority ends and the Board may allot

shares or grant rights to subscribe for or convert securities into shares under any such offer

or agreement as if the authority had not ended.

Special resolutions

15.That, if resolution 14 granting authority to allot shares is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale,

such authority to be limited to:

(a) allotments for rights issues and other pre-emptive issues; and

(b) the allotment of equity securities or sale of treasury shares (otherwise than under

paragraph (a) above) up to a nominal amount of GBP1,874,604, such authority

to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 17 February 2018) 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 Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

16.That, if resolution 14 granting authority to allot shares is passed, the Board be authorised in

addition to any authority granted under resolution 15 to allot equity securities (as defined

in the Companies Act 2006) for cash under the authority given by that resolution and/or

to sell ordinary shares held by the Company as treasury shares for cash as if section 561

of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal

amount of GBP3,749,209 (excluding treasury shares) of the Company as at the latest

practicable date prior to publication of the notice of meeting]; 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 Board of

the Company determines 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,

such authority to expire at the end of the next AGM of the Company (or, if earlier,

at the close of business on 17 February 2018 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 Board may allot equity securities (and sell treasury shares) under

any such offer or agreement as if the authority had not expired.

17. That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act

2006) of its ordinary shares of 25p each, such power to be limited:

   (a)   to a maximum number of 14,996,836 ordinary shares; 

(b) by the condition that the minimum price which may be paid for an ordinary share is

the nominal amount of that share and the maximum price which may be paid for

each ordinary share is the highest of:

(1) an amount equal to 5% above the average market value of an ordinary

share for the five business days immediately preceding the day on which that ordinary

share is contracted to be purchased; and

(2) the higher of the price of the last independent trade and the highest

current independent purchase bid on the London Stock Exchange Trading System,

in each case, exclusive of expenses,

such authority to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 17 February 2018) but during this period the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

18. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ over 3,000 people, principally in the UK. Close Brothers Group plc is listed on the London Stock Exchange and is a member of the FTSE 250.

John Hudspith

Deputy Company Secretary

17 November 2016

020 7655 3100

This information is provided by RNS

The company news service from the London Stock Exchange

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November 17, 2016 13:13 ET (18:13 GMT)