Lamprell plc Result of AGM 2020 (1302R)

TIDMLAM

RNS Number : 1302R

Lamprell plc

25 June 2020

25 June 2020

LAMPRELL PLC

("Lamprell" or the "Company", and with its subsidiaries the "Group")

RESULTS OF 2020 AGM

The Company held its 2020 Annual General Meeting today at 6.00PM local time, at the Lamprell Hamriyah offices in Sharjah, United Arab Emirates. Meeting attendance was reduced to the minimum necessary quorum of shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. All resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below:

 
 Resolution         Resolution           TOTAL SHARES     FOR/ DISCRETION      %       AGAINST       %       WITHHELD 
     no                                      VOTED 
              Ordinary Business 
              2019 Report and 
     1         Accounts                    260,480,393         259,517,608     99.6      962,785      0.4        2,312 
              2019 Annual Report 
     2         on Remuneration             260,481,705         204,614,733     78.6   55,866,972     21.4        1,000 
              Re-elect John 
               Malcolm as a 
               director of the 
     3         Company                     260,482,705         257,246,510     98.8    3,236,195      1.2            0 
              Re-elect Christopher 
               McDonald as a 
               director of the 
     4         Company                     260,482,705         260,469,825     99.9       12,880     <0.1            0 
              Re-elect Antony 
               Wright as a director 
     5         of the Company              260,482,705         260,469,825     99.9       12,880     <0.1            0 
              Re-elect James 
               Dewar as a director 
     6         of the Company              205,592,108         205,579,228     99.9       12,880     <0.1   54,890,597 
              Re-elect James 
               Dewar as a director 
               of the Company 
               (Independent 
     7         Shareholder vote)            92,418,817          92,396,937     99.9       12,880     <0.1   54,890,597 
              Re-elect Debra 
               Valentine as 
               a director of 
     8         the Company                 205,591,852         204,338,868     99.4    1,252,984      0.6   54,890,853 
              Re-elect Debra 
              Valentine as 
              a director of 
              the Company 
              (Independent 
     9        Shareholder vote)             92,409,561          91,156,577     98.6    1,252,984      1.4   54,890,853 
              Re-elect Mel 
               Fitzgerald as 
               a director of 
     10        the Company                 205,592,108         203,376,339     98.9    2,215,769      1.1   54,890,597 
              Re-elect Mel 
              Fitzgerald as 
              a director of 
              the Company 
              (Independent 
     11       Shareholder vote)             92,409,817          91,434,152     98.9      975,665      1.1   54,890,597 
              Re-appoint Deloitte 
               LLP as auditors 
     12        of the Company              260,480,393         260,478,825     99.9        1,568     <0.1        2,312 
              Authorise the 
               Audit & Risk 
               Committee to 
               fix the auditors' 
     13        remuneration                260,480,393         260,478,825     99.9        1,568     <0.1        2,312 
              Special Business 
              Authorise the 
               directors to 
               allot shares 
               pursuant to Article 
     14        5.1                         260,470,783         205,556,237     78.9   54,914,546     21.1       11,922 
              Pre-emption rights 
               pursuant to Article 
     15        5.2                         260,471,705         205,568,436     78.9   54,903,269     21.1       11,000 
              Directors' authority 
               to make market 
               purchases of its 
     16        own shares                  260,482,705         259,483,873     99.6      998,832      0.4            0 
              Amending the Articles 
     17        of Association                260,482,449       260,480,137   99.9          2,312   <0.1            256 
 
 

Notes:

1. Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total.

2. A 'VOTE WITHHELD' is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution and is not included in the total proxy votes received for each resolution.

3. Number of ordinary shares of 5 pence each in issue at meeting date: 341,726,570.

4. The Controlling Shareholder (as defined in the AGM Notice) was not eligible to vote on resolutions 7, 9 and 11. Voting on resolutions 7, 9 and 11 was by Independent Shareholders (as defined in the AGM Notice) only. The Controlling Shareholder holds a total of 113,182,291 Ordinary Shares, equating to 33.12% of the issued ordinary share capital with voting rights.

5. The Board would like to thank its shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed with very significant majorities, the Board notes that Resolutions 2, 14 and 15 (i.e. against the 2019 DRR and to authorise the Directors to make allotments of shares), were passed with around 21% of votes cast against them. The Board is disappointed with the outcome and acknowledges the views and concerns voiced by a major shareholder with whom the non-executive Chairman and CEO have engaged ahead of this meeting. While the Board has an understanding of the concerns raised by the shareholder, the Board considers that the vote against the Resolutions does not accurately reflect those concerns. Resolution 2 was an advisory vote and Resolutions 14 and 5 were proposed in accordance with routine practice for UK-listed companies and complied with the guidance published by the Investment Association and the Pre-Emption Group. The Board has no present intention to exercise these authorities but considers that it is advisable to have the flexibility to do so in appropriate circumstances given the current macro environment. The Board will continue to consult and engage with the relevant major shareholder in order to understand better their reasons for voting against these resolutions. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Board shall provide an update on this engagement process within six months of the AGM.

Copies of the resolutions passed as Special Business will be submitted to the National Storage Mechanism and will be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

- Ends -

Enquiries:

 
 Lamprell plc Alex Ridout, Company Secretary    [phone] 
   Maria Babkina                     [phone] 
 Tulchan Communications, London 
  Martin Robinson                  [phone] 
  Martin Pengelley 
   Harry Cameron 
 

Notes to editors

Lamprell, based in the United Arab Emirates ("UAE") and with over 40 years' experience, is a leading provider of fabrication, engineering and contracting services to the offshore and onshore oil & gas and renewable energy industries. The Group has established leading market positions in the fabrication of shallow-water drilling jackup rigs, liftboats, land rigs, and rig refurbishment projects, and it also has an international reputation for building complex offshore and onshore process modules and fixed platforms.

Lamprell employs more than 4,000 people across multiple facilities, with its primary facilities located in Hamriyah, in the UAE. Combined, the Group's facilities cover approximately 800,000m2 with over 1.5 km of quayside. In addition, the Group has facilities in Saudi Arabia (through a joint venture agreement).

Lamprell is listed on the London Stock Exchange (symbol "LAM").

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 [e-mail] or visit www.rns.com.

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