If you have sold or otherwise transferred all of your ordinary shares in Hornby PLC, please forward this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the sale or transfer was effected for transmission to the purchaser or transferee of your ordinary shares.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the thirty-ninth Annual General Meeting ('AGM') of Hornby PLC (the 'Company') will be held on Wednesday 23 September 2020 at 11:00 a.m.
Due to the ongoing COVID-19 pandemic, and the Stay At Home measures put in place by the UK Government, the Board has decided to run the 2020 AGM as a closed meeting. As a result, shareholders will not be permitted to attend in person. Quorum will be achieved through the attendance of two Group Director shareholders and/or employee shareholders. Under the circumstances, shareholders are encouraged to submit their proxy form to ensure that their votes are registered. The Board strongly advises shareholders to appoint the chairman of the meeting as proxy for all votes.
You can appoint your proxy electronically by visiting www.signalshares.com where full details of the procedure can be found. You will need your investor code or IVC number. This is printed on dividend stationery and share certificates or can be obtained by contacting the Company's Registrar, Link Asset Services. You may also request a hard copy proxy form directly from the Company's Registrars. Instructions on how to do this are provided on page 04 of this document. Your proxy appointment(s) and instructions whether submitted by hard copy or made electronically must be received by Link Asset Services by 11:00 BST on Monday 21 September 2020. Any appointments and instructions received after this time, or sent to any address other than that provided, will not be valid. A proxy may also be appointed by CREST members by using the CREST electronic proxy appointment service.
The situation surrounding COVID-19 is evolving and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the pandemic. Our website contains the latest information for shareholders and will be updated before the AGM in the event that there are any changes to the arrangements set out above. Where appropriate, we may also communicate via a Regulatory Information Service announcement.
The Meeting will consider and, if thought fit, pass the following resolutions, of which numbers 1 to 9 (inclusive) will be proposed as ordinary resolutions and numbers 10 to 12 as special resolutions.
Reports and Accounts
1. To receive and adopt the Company's Annual Report and Accounts for the financial year ended 31 March 2020 together with the Report of the Directors and Auditors.
Remuneration of Director
2. To approve the Directors' Remuneration report, as set out within the Directors' Report on pages 24 to 27 of the Company's Annual Report and Accounts, for the financial year ended 31 March 2020.
Re-election of Directors
To re-elect Lyndon Davies as a Director of the Company.
To re-elect Kirstie Gould as a Director of the Company.
To re-elect John Stansfield as a Director of the Company.
To elect Daniel Carter as a Director of the Company, who was appointed by the Board since the last AGM.
Re-appointment of Auditors
7. To reappoint Crowe U.K. LLP as auditor of the Company to hold office from the conclusion of the Annual General Meeting to the conclusion of the next meeting at which accounts are laid before the Company.
Remuneration of Auditors
8. To authorise the Directors to agree the auditor's remuneration.
Directors' Authority to Allot Shares
9. That, in place of the equivalent authority given to the Directors at the last Annual General Meeting (but without prejudice to the continuing authority of the Directors to allot shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £556,000, provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting following the date of the passing of the resolution, but so that the Company may, before the expiry of such period, 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 the expiry of such period 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.
Notice of Annual General Meeting (Unaudited) continued
Disapplication of Pre-emption Rights
That if resolution 9 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 allotments for rights issues and other pre-emptive issues; and
to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £83,000, such authority to expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021 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.
That if resolution 9 is passed, the Board be authorised in addition to any authority granted under resolution 9 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 the allotment of equity securities or sale of treasury shares up to a nominal amount of £83,000; and
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 Dis-applying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021 save that, in each case, the Company may before such expiry 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.
Authority to Purchase own Shares
12. 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 on such terms as the Directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 727 of the Act, including for the purpose of its employee share schemes, provided that:
the maximum number of ordinary shares hereby authorised to be purchased is 16,692,783;
the minimum price, exclusive of any expenses, which may be paid for an ordinary share is 1 pence;
the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to the higher of:
105%, of the average of the middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
the amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading service SETS;
the authority hereby conferred shall, unless previously revoked or varied, expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021 (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).
Registered in England and Wales with number 01547390
Hornby PLCNotice of Annual General Meeting 2020
Explanatory notes on the resolutions
Resolutions 1 to 9 are ordinary resolutions; resolutions 10 to 12 are special resolutions. To be passed, ordinary resolutions require more than 50% of votes cast to be in favour of the resolution whilst special resolutions require at least 75% of the votes cast to be in favour of the resolution.
To receive the Annual Report and Accounts 2020
Resolution 1 is a standard resolution. The Companies Act 2006 requires the Directors to lay before the Company in a general meeting the Company's Annual Accounts, and the Directors' Report and auditor's report on those accounts. The Annual Report and Accounts for the financial year ended 31 March 2020 will be available online at http://www.hornby.plc.uk/ annual-reports.
Resolution 2 seeks shareholders' approval for the Directors' Remuneration Report, as set out within the Directors' Report on pages 24 to 27 of the Company's Annual Report and Accounts, for the financial year ended 31 March 2020. The vote is advisory only.
Re-election of Directors
The Articles of Association of the Company requires that a minimum of one third of directors retire by rotation at each Annual General Meeting. Accordingly, resolutions 3 to 6 seek approval for the re-election of all four Directors.
Biographical information for each of the Directors is provided on page 14 of the Annual Report and Accounts, for the financial year ended 31 March 2020.
The Board has no hesitation in recommending the re-election of the Directors to shareholders. In making these recommendations, the Board confirms that it has given careful consideration to the Board's balance of skills, knowledge and experience and is satisfied that each of the Directors putting themselves forward for re-election has sufficient time to discharge their duties effectively, taking into account their other commitments.
Re-appointment of auditors
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 7 seeks approval to appoint Crowe U.K. LLP as the Company's auditor until the conclusion of the next general meeting of the Company at which accounts are laid.
Remuneration of auditors
Resolution 8 seeks consent for the Audit Committee to determine the remuneration of the auditors.
Directors' authority to allot shares
Resolution 9 grants the Directors authority to allot shares or grant rights to subscribe for or convert securities into shares, up to a maximum aggregate nominal value of £556,000, which is approximately one third of the nominal value of the issued ordinary share capital of the Company as at 30 July 2020, being the latest practicable date prior to the publication of this notice. The authority will expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021. The Directors have no current intention of exercising such authority and will exercise this power only when they believe that such exercise is in the best interests of the shareholders.
Disapplication of pre-emption rights
Resolutions 10 and 11 will be proposed as special resolutions. If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.
Resolution 10 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by resolution 9, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £83,000, being approximately 5% of the total issued ordinary share capital of the Company as at 30 July 2020.
In addition, the Pre-Emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than a further 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets, the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.
Accordingly, and in line with the template resolutions published by the Pre-Emption Group, Resolution 11 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 9, or sell treasury shares, for cash up to a further nominal amount of £83,000, being approximately 5% of the total issued ordinary share capital of the Company as at 30 July 2020, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If these resolutions are passed, the authority will expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021.
The Board considers the authorities in resolutions 10 and 11 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions. The Board does not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Pre-Emption Group's Statement of Principles) without prior consultation with shareholders.
Authority to purchase own shares
Resolution 12 is a special resolution and seeks authority for the Company to make market purchases of its own ordinary shares up to a maximum number of 16,692,783 ordinary shares, representing approximately 10% of the issued ordinary share capital at 30 July 2020. The authority will expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2021.
In reaching a decision to purchase ordinary shares, the Directors will take account of the Company's cash resources and capital and the general effect of such purchase on the Company's business. The authority would only be exercised by the Directors if they considered it to be in the best interests of the shareholders generally and if the purchase could be expected to result in an increase in earnings per ordinary share.
Hornby PLCNotice of Annual General Meeting 2020
General notes relating to the notice (Unaudited)
The following notes explain your general rights as a shareholder and your right to vote at this Meeting or to appoint someone else to vote on your behalf. Given the restrictions in place during the COVID-19 pandemic, shareholders are encouraged to submit their proxy form to ensure that their votes are registered and the Board strongly advises shareholders to appoint the Chairman of the meeting as proxy for all votes.
Only holders of ordinary shares, or their duly appointed representatives, are entitled to vote and speak at the AGM. A member so entitled may appoint a proxy or proxies, who need not be a member, to speak and vote on their behalf. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them. A form of proxy is enclosed with this Notice and instructions for its completion are set out on the form. Under the current circumstances, the Board strongly advises shareholders to appoint the Chairman of the meeting as proxy for
all votes. In normal circumstances, the appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting. However, as noted earlier, shareholders will not be permitted to attend this AGM in person due to the ongoing restrictions relating to the COVID-19 pandemic.
A vote withheld option is provided on the form of proxy to enable you to instruct your proxy to abstain on any particular resolution. However, it should be noted that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution. If you select 'Discretionary' or fail to select any of the options, your proxy can vote as he or she chooses or can decide not to vote. Your proxy can also do this on any other resolution that is put to the AGM. A shareholder must inform the Company's registrars in writing of any termination of the authority of a proxy.
The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders on the register of members of the Company as at close of business on 21 September 2020 (or, if the AGM is adjourned, shareholders on the register of members not later than 48 hours (excluding any part of a day which is not a working day) before the time fixed for the adjourned meeting) are entitled to vote at the AGM (or any adjournment thereof) in respect of the number of shares registered in their name at that time. Subsequent changes to the register of securities shall be disregarded in determining the rights of any person to vote at the AGM (or any adjournment thereof).
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
In order to facilitate voting by corporate representatives at the AGM, arrangements will be put in place so that if a corporate member has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that member at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions. Corporate members are referred to the guidance issued by the Chartered Governance Institute on proxies and corporate representatives - http://www.icsa.org.uk/ for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described above.
You can vote either by:
Submitting your proxy vote electronically by accessing the shareholder portal at www.signalshares.com logging in and selecting the 'Vote Online Now' link. You will require your username and password in order to log in and vote. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously registered to use the portal you will require your investor code ('IVC') which can be found on your share certificate
or dividend notification.
You may request a hard copy form of proxy directly from the registrars, Link Asset Services (previously called Capita), on Tel: 0371 664 0300. Calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by 11:00 a.m. on 21 September 2020.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/public/ EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by 11:00 a.m. on 21 September 2020. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
As the meeting will be a closed meeting, the Board encourage shareholders to submit questions for the Board ahead of the Meeting by email to AGM2020@Hornby.com The Board will, where appropriate, post answers on the Group's websitehttps://www.hornby.plc.uk/agm-information/
You may not use any electronic address provided in this Notice or in any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.