esure Group plc Annual Report and Accounts and Notice of AGM (2182C)

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, María 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: [phone]

This information is provided by RNS

The company news service from the London Stock Exchange

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April 11, 2017 08:31 ET (12:31 GMT)