18th Feb 2010 16:52
Dear Shareholder
General Meeting of All Leisure Group Plc
I am pleased to inform you that our Annual General Meeting is to be held at Panmure Gordon & Co, Moorgate Hall, 155 Moorgate, London EC2M 6XB on 16 March 2010 at 10.00am. The formal notice of the Meeting, particulars of the resolutions on which you can vote and details of the administrative arrangements we have made for the Meeting are set out in this document.
I appreciate that you may not be able to attend the Meeting but, as all resolutions will be voted on by a poll, you can nonetheless use your vote by completing the proxy form enclosed.
Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders and unanimously recommend shareholders to vote in favour of all the resolutions set out in the attached notice. Your Directors will be voting in favour of the resolutions in respect of their own shareholdings.
If you have sold or transferred all of your shares in the Company, please pass this document and the accompanying proxy form to the purchaser, transferee, or to the agent through whom the transfer was effected for transmission to the purchaser or transferee.
You will find enclosed our Annual Report for the financial year ended 31 October 2009. This details our achievements in the last financial year and your Board's plans for the future direction of the Company. I hope you find it informative and interesting.
Please ensure mobile phones and similar devices are switched off during the Meeting.
Yours sincerely,
Roger Allard
Chairman
RESOLUTIONS
ORDINARY BUSINESS
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Resolution 1
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THAT the Accounts for the financial year ended 31 October 2009, together with the Directors' and Auditor's reports thereon be received. |
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Resolution 2
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THAT a final dividend for the financial year ended 31 October 2009 of 1.22 pence per ordinary share of 1 pence payable on 1 April 2010 to those shareholders on the register at the close of business on 6 March 2010 be declared. |
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Resolution 3 |
THAT Ross Jobber be re-elected as a Director of the Company. |
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Resolution 4 |
THAT Rob Bryant be re-elected as a Director of the Company. |
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Resolution 5
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THAT Deloitte LLP be reappointed as Auditor of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company. |
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Resolution 6
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THAT the Directors be authorised to set the remuneration of the Auditor. |
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SPECIAL BUSINESS To consider and, if thought fit, pass resolutions 7 to 9 as special resolutions. |
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Resolution 7
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THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares up to an aggregate nominal amount of 20,561,010 shares of 1 pence each. This authority shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for the authority, under section 80 of the 1985 Act, given at the Annual General Meeting of the Company held on 14 April 2009. |
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Resolution 8
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THAT subject to the passing of Resolution 7 set out in the notice of Annual General Meeting of the company convened for 16 March 2010, the Directors be and are hereby generally and unconditionally empowered pursuant to section 571 of the Companies Act 2006 (the "2006 Act") to allot equity securities (as defined in section 560 of the 2006 Act (other than section 560(2)(b) of the 2006 Act)) whether for cash pursuant to the authority conferred by Resolution 7 or otherwise in the case of treasury shares (as defined in section 724 of the 2006 Act), in each case as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to: |
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(a) the allotment of equity securities in connection with a rights issue, open offer and other pro rata issue in favour of holders of equity securities where the equity securities respectively attributable to the interest of all such holders are proportionate (or as nearly as may be) to the respective number of equity securities held by them but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, treasury shares or any legal or practical problems arising under the laws of any territory or the requirements of any relevant regulatory body or any stock exchange; and |
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(b) the allotment (otherwise than pursuant to sub-paragraph (a) of equity securities up to a maximum nominal amount of 3,087,238 shares of 1 pence each. |
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This power shall expire at the conclusion of the next Annual General Meeting of the Company unless previously renewed, varied or revoked by the Company in General Meeting, save that the Company may before such expiry make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired. |
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This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the 2006 Act as if in the first paragraph of this resolution the words "that subject to the passing of Resolution 7 set out in the notice of Annual General Meeting of the Company convened for 16 March 2010" were omitted. |
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The previous authority under section 95 of the 1985 Act given at the Annual General Meeting of the Company held on 14 April 2009 shall cease to have effect. |
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Resolution 9 |
That in accordance with Chapter 4 of the 2006 Act, the Company be hereby and generally and unconditionally authorised (pursuant to section 701 of the 2006 Act) to make one or more market purchases (as defined in section 693 of the 2006 Act) on the London Stock Exchange of any of its own ordinary shares of 1 penny each ("Ordinary Shares") on such terms and in such manner as the Directors may from time to time determine, provided that: |
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(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 6,174,477 (representing 10% of the Company's issued share capital as at 13 January 2010; |
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(b) the maximum price which may be paid for an Ordinary Share is an amount equal to not more than 110 per cent of the average closing middle market quotation for an Ordinary Share as derived from the AIM appendix to the London Stock Exchange Daily Official List for the ten business days before the day on which the purchase is made (exclusive of attributable expenses payable by the Company); |
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(c) the minimum price which may be paid for an Ordinary Share is 1 penny (exclusive of attributable expenses payable by the Company); |
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(d) the authority conferred by this resolution shall expire on the conclusion of the next Annual General Meeting, provided that the Company may make a contract to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly thereafter and may make a purchase of Ordinary Shares in pursuance of any such contract as if such authority had not expired. |
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The previous authority given at the General Meeting of the Company held on 14 April 2009 shall cease to have effect. |
EXPLANATORY NOTES
1. Report and Accounts (Resolution 1)
1.1 The Directors of the Company must present the accounts to the Meeting.
2. Declaration of a dividend (Resolution 2)
2.1 A final dividend can only be paid after the shareholders at a General Meeting have approved it. A final dividend of 1.22 pence per Ordinary Share is recommended by the Directors for payment to shareholders who are on the Register at the close of business on 26 February 2010. If approved, the date of payment of the final dividend will be 1 April 2010.
3. Re-election of Directors (Resolutions 3 to 4)
3.1 The Company's Articles of Association require that all Directors retire at least every three years and that all newly appointed Directors retire at the first Annual General Meeting following their appointment. At this Meeting Ross Jobber will retire and stand for re-election or election as Directors. In addition the Company's Articles of Association require that all Directors appointed by the Board shall retire at the next following annual general meeting. At this meeting Rob Bryant shall retire and stand for re-election or election as Director. Having considered the performance of and contribution made by each of the Directors standing for re-election the Board remains satisfied that the performance of each of the relevant Directors continues to be effective and to demonstrate commitment to the role and, as such, recommends their re-election.
4. Reappointment and remuneration of Auditor (Resolutions 5 and 6)
4.1 Resolutions 5 and 6 propose the reappointment of Deloitte LLP as Auditor of the Company and authorise the Directors to set their remuneration.
5. Directors' authority to allot securities (Resolution 7)
5.1 Your Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by shareholders. The authority granted at the last Annual General Meeting under section 80 of the Companies Act 1985 (the "1985 Act") to allot relevant securities is due to expire at the conclusion of this year's Annual General Meeting. Accordingly, this resolution seeks to grant a new authority to authorise the Directors to allot relevant securities in the Company and will expire at the conclusion of the next Annual General Meeting of the Company in 2010. If passed, this Resolution would give Directors authority to allot relevant securities up to an aggregate nominal value of 20,561,010 shares of 1 pence each. There is no present intention of exercising this authority however it is considered prudent to maintain the flexibility that this authority provides.
6. Disapplication of pre-emption rights (Resolution 8)
6.1 Under section 89(1) of the Companies Act 1985 (the "1985 Act"), if the Directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of Ordinary Shares without a pre-emptive offer to existing shareholders. This cannot be done under the 1985 Act unless the shareholders have first waived their pre-emption rights. Resolution 8 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority will be limited to the issue of shares for cash up to a maximum aggregate nominal value of 3,087,238 shares of 1 pence each (which includes the sale on a non pre-emptive basis of any shares held in treasury), which is equivalent to approximately 5 per cent of the Company's issued ordinary share capital as at 13 January 2010. The Company undertakes to restrict its use of this authority to a maximum of 7.5 per cent of the Company's issued ordinary share capital in any three year period. Shareholders will note that this Resolution also relates to treasury shares and will be proposed as a special resolution.
6.2 This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. If given, the authority will expire at the conclusion of the next Annual General Meeting of the Company in 2011.
6. Company authority to make market purchases (Resolution 9)
6.1 The Company may only make market purchases on the London Stock Exchange of any of its own ordinary shares if authorised to do so by the shareholders. The authority granted at the last General Meeting to make such market purchases is due to expire at the conclusion of this year's Annual General Meeting. Accordingly, the resolution seeks to grant a new authority to authorise the Company to make such market purchases and will expire at the conclusion of the next Annual General Meeting of the Company in 2011. If passed, this Resolution would grant the Company authority to buy back up to 6,174,477 ordinary shares of 1 pence each. Any such repurchases would be at prices to be determined by the Directors, although the terms of the resolution provide that such prices may not exceed 110 per cent of the average of the middle market quotations for such ordinary shares taken form the Daily Official List of the London Stock Exchange for the previous ten business days and must not be less than 1 penny per ordinary share (being the nominal value of an ordinary share).
Related Shares:
ALLG.L