Share Name Share Symbol Market Type Share ISIN Share Description
Findel Plc LSE:FDL London Ordinary Share GB00B8B4R053 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 233.00 230.00 233.00 0.00 0.00 0.00 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Retailers 506.8 33.5 27.0 8.6 201

Findel PLC Result of AGM

25/07/2019 4:26pm

UK Regulatory (RNS & others)


Findel (LSE:FDL)
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RNS Number : 7735G

Findel PLC

25 July 2019

25 July 2019

Findel PLC ("Findel" or the "Company")

Result of Annual General Meeting

The Board of Findel announces that the Resolutions proposed at the Annual General Meeting held on 25 July 2019 were duly passed on a poll and without amendment by the required majority.

Further details of the Resolutions were set out in the notice of meeting to shareholders of Findel issued on 24 June 2019.

The Board is disappointed to note that our largest shareholder, Sports Direct International PLC (SDI), voted their shareholding of 31,850,000 shares (36.85% of the Company's issued share capital) against the re-appointment of Mr Caldwell, our CFO. The resolution was nevertheless passed with a vote of 58.06% voting in favour of the resolution and with only 2,059 shares voting against in addition to SDI.

Representatives from SDI made contact with the Company in advance of voting and it is our understanding that they have concerns regarding the Company's accounting policies, and in particular the treatment of SDI as a related party in the Company's 2019 Statutory Accounts and the Company's inventory and depreciation policies. The Audit Committee reviewed these areas as part of the annual audit process and fully agree with the accounting and reporting positions taken in each case, as do the entire Board. The Company's auditors, KPMG LLP, signed an unqualified opinion on 4 June 2019. The Board continues to have full confidence in Mr Caldwell, who will continue as our CFO.

The Board also announces that the Company's name will change upon registration at Companies House and trading in the Company's shares under the new name will commence shortly. The Company's London Stock Exchange Tradable Instrument Display Mnemonic ("TIDM") will change to STU.L. The Company's ISIN number will remain unchanged. A further announcement will be made on completion of the required name change processes.

The final votes for each resolution were as follows:

 
            Resolution                                        For                     Against                 Withheld 
            Ordinary Business 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 1: Ordinary resolution 
              to receive the annual accounts 
              of the Company for the year ended 
              29 March 2019 and the directors' 
              and auditor's reports thereon.                  75,949,391              3,448                   2,117 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 2: Ordinary resolution 
              to approve the directors' 
              remuneration 
              report for the year ended 29 
              March 2019.                                     75,902,133              10,608                  42,214 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 3: Ordinary resolution 
              to appoint Ms C. Askem as a 
              director 
              of the Company.                                 75,948,790              3,677                   2,490 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 4: Ordinary resolution 
              to reappoint Mr G. Ball as a 
              director of the Company.                        75,951,936              831                     2,190 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 5: Ordinary resolution 
              to reappoint Mr I. Burke as a 
              director of the Company.                        74,867,256              1,085,510               2,190 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 6: Ordinary resolution 
              to reappoint Mr S. Caldwell as 
              a director of the Company.                      44,100,682              31,852,059              2,216 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 7: Ordinary resolution 
              to reappoint Mr F. Coumau as 
              a director of the Company.                      75,951,893              848                     2,216 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 8: Ordinary resolution 
              to reappoint Mr P. Maudsley as 
              a director of the Company.                      75,950,361              2,380                   2,216 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 9: Ordinary resolution 
              to reappoint Ms E. O'Donnell 
              as a director of the Company.                   75,951,998              769                     2,190 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 10: Ordinary Resolution 
              to reappoint KPMG LLP as auditor 
              to the company for the period 
              from the conclusion of the meeting 
              to the conclusion of the next 
              general meeting of the company 
              at which accounts are laid.                     75,911,082              2,189                   41,685 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 11: Ordinary Resolution 
              to authorise the directors to 
              determine the auditor's 
              remuneration.                                   75,952,209              325                     2,423 
                                                  ----------------------  ----------------------  -------------------- 
            Special Business 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 12: Ordinary Resolution 
              to authorise political donations 
              and expenditure up to an aggregate 
              of GBP50,000.                                   75,923,240              29,273                  2,444 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 13: Special Resolution 
              to change to name of the Company 
              to Studio Retail Group plc.                     75,934,814              4,872                   15,271 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 14: Special Resolution 
              to adopt additional articles 
              of association.                                 75,921,217              549                     33,191 
                                                  ----------------------  ----------------------  -------------------- 
             Resolution 15: Special Resolution 
              to enable a general meeting of 
              the company, other than an annual 
              general meeting, to be called 
              on not less than 14 days' notice.               75,615,805              324,771                 14,381 
                                                  ----------------------  ----------------------  -------------------- 
 

The Company's issued share capital consists of 86,442,534 ordinary shares of GBP0.10 each with ISIN GB 00B8B4R053. The Company does not hold any shares in Treasury. Therefore, the total number of ordinary shares in the Company with voting rights is 86,442,534.

The above figure, 86,442,534, may be used by shareholders as denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

SPECIAL BUSINESS

(ORDINARY) RESOLUTION NUMBER 12

In accordance with sections 366 and 367 of the Companies Act 2006 (the "2006 Act") to authorise the Company (and subsidiaries of the Company at any time during the period for which this resolution has effect) during the period from the date of this resolution to the conclusion of the Company's next annual general meeting:

(i) to make political donations to political parties and/or independent election candidates;

(ii) to make political donations to political organisations other than political parties; and

   (iii)                 to incur political expenditure, 

up to an aggregate amount of GBP50,000, and the amount authorised under each of paragraphs (i) to (iii) of this resolution shall also be limited to such amount and that words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 13

That the registered name of the Company be changed to Studio Retail Group plc

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 14

That with effect from the conclusion of the meeting the articles of association be amended by the addition of Articles 185 and 186 in the form attached to this resolution.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 15

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 days' notice.

--- ---

Enquiries

   Findel plc             (0161 303 3465) 

Ian Burke

Phil Maudsley

   Tulchan Communications LLP      (020 7353 4200) 

Will Smith

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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July 25, 2019 11:26 ET (15:26 GMT)

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