Notice of 2018 Annual General Meeting

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulation 2017 of Ireland (as amended) or the Investment Intermediaries Act, 1995 of Ireland (as amended). If you have sold or otherwise transferred all your entire holding of ordinary shares in Total Produce plc, please send this document and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Notice of 2018 Annual General Meeting A letter from the Chairman of Total Produce plc is set out on pages 3 to 5 of this document. Your attention is drawn to the notice of the AGM which will be held at 10.30am on Thursday, 31 st May 2018 in the Marker Hotel, Grand Canal Square, Docklands, Dublin 2, D02 CK38 which is set out on pages 6 to 10 of this document. A Form of Proxy for use at the meeting has been sent to all shareholders and, if you wish to appoint a proxy, the form should be returned in the pre-paid envelope provided to the Company s Registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, so as to be received no later than am on 29 May Alternatively, you may appoint a proxy electronically, by visiting the website of the Company s Registrar at You will need your control number, shareholder reference number and your PIN number, which can be found on your Form of Proxy. 1

2 CONTENTS Page Expected Timetable of Events 2 Agenda of Annual General Meeting 2 Letter from the Chairman 3 Notice of Annual General Meeting 6 Notes to Notice of Annual General Meeting 10 EXPECTED TIMETABLE OF EVENTS Latest time for return of proxies for Annual General Meeting Annual General Meeting 10.30am on Tuesday, 29 May am on Thursday, 31 May 2018 AGENDA OF ANNUAL GENERAL MEETING Ordinary Business 1. To receive and consider the financial statements for the year ended 31 December 2017 and review the Company s affairs. 2. To confirm the interim dividend and declare a final dividend. 3. Re-election of Directors. 4. Authorisation to fix the remuneration of the Auditors. Special Business 5. Authorisation to allot relevant securities. 6. Authorisation to dis-apply statutory pre-emption rights. 7. Authorisation to dis-apply statutory pre-emption rights to fund an acquisition or other capital investment 8. Authorisation of market purchases of the Company s own shares. 9. Determination of the price range for the re-issue of treasury shares off-market. 2

3 TOTAL PRODUCE plc (the Company ) (Registered in Ireland No ) Directors Carl McCann (Chairman) Rory Byrne (Chief Executive Officer) Frank Davis (Finance Director) Frank Gernon (Executive Director) Rose Hynes (Senior Independent Director) Jerome Kennedy (Non-Executive Director) Seamus Taaffe (Non-Executive Director) Kevin Toland (Non-Executive Director) Registered Office: Charles McCann Building Rampart Road Dundalk Co Louth Ireland 20 April 2018 Dear Shareholder, Introduction I am writing to you to explain the resolutions to be proposed as special business at the forthcoming Annual General Meeting (the AGM ), all of which the Board is recommending for your approval. Your attention is drawn to the notice of the AGM which will be held at 10.30am on Thursday, 31 st May 2018 in the Marker Hotel, Grand Canal Square, Docklands, Dublin 2, D02 CK38, which is set out on pages 6 to 10 of this document. Resolution No. 5 Authority to allot Relevant Securities In Resolution 5, the Board seeks shareholders authority to allot shares in the capital of the Company up to a maximum nominal amount of 2,586,863 representing the guideline limit of the Investment Association of the approximately two-thirds of the Company s issued ordinary share capital as at 20 April 2018 (the latest practicable date prior to publication of this Notice). Of this amount, 1,293,432 (representing approximately one-third of the Company s issued ordinary share capital) can only be allotted pursuant to a rights issue. The Directors have no present intention of exercising this authority. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. If adopted, the authority under this Resolution will expire at next year s AGM or 15 months after the forthcoming AGM, whichever is the earlier. Resolution Numbers 6 and 7 - Authority to Dis-apply Statutory Pre-emption Rights In resolutions 6 and 7, the Directors are seeking the authority to allot shares for cash, otherwise than in accordance with statutory pre-emption rights up to the guideline limits of the Investment Association. In addition to allowing a limited dis-application of pre-emption rights in the case of rights issues and other pre-emptive offers for regulatory reasons, Resolution 6 would authorise the Directors allot up to 19,401,473 shares (representing 5% of the nominal value of the issued share capital) for cash on a non pre-emptive basis. This limit will apply to all allotments for cash and any treasury shares that may be reissued for cash. Resolution 7 would authorise the Directors to allot up to 19,401,473 shares (representing 5% of the nominal value of the issued share capital) for cash on a non pre-emptive basis provided that the proceeds 3

4 of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used in within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Dis-applying Pre-emption Rights. The limit in Resolution 7 will apply to all allotments for cash and any treasury shares that may be reissued for cash. In relation to Resolutions 6 and 7, the Directors confirm their intention to follow the provision of the Statement of Principles on Dis-applying Pre-emption Rights most recently published by the Pre- Emption Group regarding cumulative usage of authorities within a rolling three year period. Those provisions state that a company should not issue shares for cash representing more than 7.5% of the Company's issued share capital in any rolling three year period, other than to existing shareholders, without prior consultation with shareholders. This limit excludes any ordinary shares issued pursuant to a general dis-application of pre-emptive rights in connection with an acquisition or specified capital investment. Resolution No. 8 - Authority to Make Market Purchases of the Company s Own Shares At the 2017 AGM, shareholders gave the Company and/or any of its subsidiaries authority to make market purchases of up to 10 per cent of the Company s own shares. Under Resolution No. 8 shareholders are being asked to renew this authority. The Directors monitor the Company s share price and may from time to time exercise this power to make market purchases of the Company s own shares, at price levels which they consider to be in the best interests of the shareholders generally, after taking account of the Company s overall financial position. The minimum price which may be paid for any market purchase of the Company s own shares will be the nominal value of the shares and the maximum price which may be paid will be the greater of (i) 105 per cent of the average market price of such shares for the previous five days and (ii) the higher of the price quoted for the last independent trade and the highest current independent bid or offer for such shares. The power under this Resolution will expire at next year s AGM or 15 months after the forthcoming AGM, whichever is the earlier. Resolution No. 9 - Authority to Re-issue Treasury Shares Shareholders are being asked to sanction the price range at which any treasury share (that is a share of the Company redeemed or purchased and held by the Company rather than being cancelled) may be reissued other than on the Stock Exchange. The maximum and minimum prices at which such a share may be re-issued are 120 per cent and 95 per cent, respectively of the appropriate price of a share calculated over the five business days immediately preceding the date of such re-issue as detailed further in the notice of the AGM. If adopted, the authority under this Resolution will expire at next year s AGM or 15 months after the forthcoming AGM, whichever is the earlier. Further Action A Form of Proxy for use at the AGM is enclosed. You are requested to complete, sign and return the Form of Proxy as soon as possible whether or not you propose to attend the meeting in person. To be valid, the Form of Proxy should be returned by hand or by post to the registrar of the Company, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford Industrial Estate, Dublin 18, Ireland or by facsimile transmission to the facsimile number printed on the Form of Proxy, to arrive not less than 48 hours before the time appointed for the holding of the meeting. You 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 him/her. The completion and return of a Form of Proxy will not preclude you from attending and voting at the meeting should you so wish. Alternatively, you may appoint a proxy or proxies electronically by logging on to the website of the registrars, Computershare Services (Ireland) Limited: at Shareholders will be asked to enter their Shareholder 4

5 Reference Number and PIN Number, in addition to the meeting Control Number, as printed on your Form of Proxy and agree to certain conditions. RECOMMENDATION Your Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders. Accordingly, your Directors unanimously recommend you to vote in favour of the resolutions as they intend to do in respect of all the ordinary shares which can be voted by them. Yours sincerely, Carl McCann Chairman 5

6 NOTICE OF ANNUAL GENERAL MEETING TOTAL PRODUCE PLC Year ended 31 December 2017 NOTICE IS HEREBY GIVEN that the Annual General Meeting ( AGM ) of Total Produce plc (the Company ) will be held at 10.30am on Thursday, 31 st May 2018 in the Marker Hotel Grand Canal Square, Docklands, Dublin 2, D02 CK38 for the following purposes: 1. To receive and consider the Company s Financial Statements for the year ended 31 December 2017 and the reports of the Directors and auditor thereon, and to review the Company s affairs. 2. To confirm the interim dividend and to declare a final dividend of cent per share on the ordinary shares for the year ended 31 December By separate resolutions to re-elect as Directors the following, who retire in accordance with the Articles of Association and, being eligible, offer themselves for re-election: (a) (b) (c) Rory P. Byrne; Frank J. Davis; and Seamus J. Taaffe 4. To authorise the directors to fix the remuneration of the auditor for the year ending 31 December As special business to consider and, if thought fit, pass the following resolutions:- 5. AS AN ORDINARY RESOLUTION: That the Directors of the Company are hereby unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal amount of: (a) (b) 1,293,432 (129,343,154 shares), representing approximately 33.3% of the nominal value of the issued share capital of the Company (excluding treasury shares); and 2,586,863 (258,686,308 shares) (after deducting from such limit any relevant securities allotted under paragraph (a) above) being equivalent to approximately 66.6% of the aggregate nominal value of the issued share capital of the Company (excluding treasury shares), provided that (i) they are equity securities (within the meaning of section 1023(1) of the Companies Act 2014) and (ii) they are offered by way of a rights issue pursuant to the terms of Article 8(d)(i) of the Articles of Association of the Company. The authority hereby conferred shall expire at the earlier of the close of business on the date of the next AGM after the passing of this resolution or 31 st August 2019 provided however that the Company may before such expiry make an 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 such offer or agreement as if the authority hereby conferred had not expired. 6. AS A SPECIAL RESOLUTION: That subject to the approval of Resolution 5 in the Notice of this meeting, the Directors of the Company are hereby empowered to allot equity securities (as defined by Section 1023 of that Act) for cash in accordance with Article 8(d)(i) and (ii) of the Articles of Association provided 6

7 that the aggregate nominal value of any shares which may be allotted pursuant to Article 8(d)(ii) together with all treasury shares (as defined in Section 1078 of the Companies Act 2014) reissued while this authority remains operable may not exceed 194,015 (19,401,473 shares) representing 5% of the nominal value of the issued share capital (excluding treasury shares). This authority shall expire at the earlier of the close of business on the date of the next AGM after the passing of this resolution or 31 st August AS A SPECIAL RESOLUTION: That subject to the approval of Resolution 5 in the Notice of this meeting, the Directors of the Company be and they are hereby authorised in addition to any authority granted under Resolution 6 in the Notice of this meeting to allot equity securities (as defined in Section 1023 of the Companies Act 2014) for cash as if Section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that: (a) (b) the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used in within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Displaying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and the nominal value of all equity securities allotted pursuant to this authority together with the nominal value of all treasury shares (as contemplated in Section 1078 of the Companies Act 2014) re-issued while this authority remains operable may not exceed 194,015 (19,401,473 shares) representing 5% of the nominal value of the issued share capital (excluding treasury shares). This authority shall expire the earlier of the close of business on the date of the next AGM after the passing of this resolution or 31 st August 2019 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired. 8. AS A SPECIAL RESOLUTION: That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company is hereby generally authorised to purchase on a securities market (as defined by Section 1072 of the Companies Act 2014) shares of any class in the Company ( shares ) on such terms and conditions and in such manner as the Directors may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:- (a) (b) (c) the maximum number of ordinary shares (as defined in the Articles of Association of the Company) authorised to be acquired pursuant to this resolution shall not exceed 38,802,946 (representing 10% of the issued share capital excluding treasury shares); the minimum price (excluding expenses) which may be paid for any share shall be an amount equal to the nominal value thereof; the maximum price (excluding expenses) which may be paid for any share (a relevant share ) shall be an amount equal to the greater of: (i) 105% of the average of the five amounts resulting from determining whichever of the following (A), (B) or (C) specified below in relation to the shares of the same class as the relevant share shall be appropriate 7

8 for each of the five business days immediately preceding the day on which the relevant share is purchased, as determined from the information published by the trading venue where the purchase will be carried out reporting the business done on each of those five business days: (A) (B) (C) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or if there shall be only one dealing reported for the day, the price at which such dealing took place; or if there shall not be any dealing reported for the day, the average of the high and low market guide prices for that day; and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the maximum price. If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange or its equivalent; and (ii) the higher of the price quoted for: (A) (B) the last independent trade of; and the highest current independent bid or offer for, the Company s shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out; The authority hereby granted shall expire at the close of business on the date of the next AGM of the Company after the passing of this resolution or 31 st August 2019, whichever is the earlier, unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired. 9. AS A SPECIAL RESOLUTION: That, subject to the passing of Resolution 8 in this Notice of meeting, for the purposes of Section 1078 of the Companies Act 2014, the reissue price range at which any treasury shares (as defined by the said Section 1078) for the time being held by the Company may be reissued off-market shall be as follows:- (a) (b) the maximum price at which a treasury share may be reissued off-market shall be an amount equal to 120 per cent of the appropriate price ; and the minimum price at which a treasury share may be re-issued off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme (as defined in the Listing Rules of The Irish Stock Exchange 8

9 Limited) operated by the Company or, in all other cases, an amount equal to 95% of the appropriate price. For the purposes of this resolution the expression appropriate price shall mean the average of the five amounts resulting from determining whichever of the following (i), (ii) or (iii) specified below in relation to shares of the class of which such treasury share is to be reissued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is reissued, as determined from information published in the Irish Stock Exchange Daily Official List reporting the business done in each of those five business days:- (i) (ii) (iii) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or if there shall be only one dealing reported for the day, the price at which such dealing took place; or if there shall not be any dealing reported for the day, the average of the high or low market guide prices for the day; and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the appropriate price. If the means of providing the foregoing information as to dealings and prices by reference to which the appropriate price is to be determined is altered or is replaced by some other means, then the appropriate price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Irish Stock Exchange or its equivalent. The authority hereby conferred shall expire at the close of business on the day of the next AGM of the Company after the passing of this resolution or 31 st August 2019, whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act J Devine Secretary Charles McCann Building, Rampart Road, Dundalk, Co Louth, Ireland 20 April

10 NOTES TO NOTICE OF ANNUAL GENERAL MEETING OF TOTAL PRODUCE PLC 1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting at the meeting should the member subsequently wish to do so. You 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 him. Should you wish to appoint more than one proxy, please read carefully the explanatory notes accompanying the Form of Proxy. 2. As a member, you have several ways to exercise your right to vote: (a) By attending the Annual General Meeting in person; (b) By appointing (either electronically or by returning a completed Form of Proxy) the Chairman or another person as a proxy to vote on your behalf; (c) By appointing a proxy via the CREST System if you hold your shares in CREST. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members. 3. You may appoint the Chairman of the Company or another individual as your proxy. You may appoint a proxy by completing the enclosed Form of Proxy, making sure to sign and date the form at the bottom and return it to the Company s Registrars, Computershare Services (Ireland) Limited. If you are appointing someone other than the Chairman as your proxy, then you must fill in the contact details of your representative at the meeting on the Form of Proxy. If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy. Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Computershare Services (Ireland) Limited: at Shareholders will be asked to enter their Shareholder Reference Number and PIN Number as printed on your Form of Proxy and agree to certain conditions. 4. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or a certified copy of such power or authority) must be lodged with the Company s registrar, Computershare Services (Ireland) Limited, P.O. Box 954, Sandyford, Dublin 18 by not later than 10.30am on 29 May The Company, pursuant to Section 1105 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended), specifies that only those shareholders registered in the register of members of the Company as at close of business on 29 May 2018 (or in the case of an adjournment as at as at close of business 2 days before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 6. 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(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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 using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited ( EUI ) s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Services (Ireland) Limited (ID 3RA50) by 10.30am on 29 May For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Services (Ireland) Limited 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 EUI does not make available special procedures in CREST for any particular messages. 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the 10

11 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 Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (as amended). 7. As of 20 th April 2018 (being the latest practicable date prior to the publication of this notice), the outstanding share options issued by the Company would result in the issue of 6,075,000 new ordinary shares if such share options were to be exercised. Further the issue of all of these shares would represent approximately 1.54% of the enlarged equity or 1.71%, if the Company were to exercise in full the proposed authority being sought in Resolution 8 above to purchase its own shares. 8. Biographical details for the Directors standing for re-election at the AGM are set out in the accompanying Annual Report. Each of the Directors has been subject to the evaluation process recommended by the UK Corporate Governance Code. On this basis, the Chairman and Board are pleased to recommend the re-election of those Directors. 9. Copies of all documentation tabled before the AGM are available on the Company s website. Should you not receive a Form of Proxy, or should you wish to be sent copies of these documents, you may request this by telephoning the Company s registrar (on ) or by writing to the Company Secretary at the address set out above. 11