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If you have sold or transferred all of your shares in Clinigen Group plc, please send this document and any accompanying documents as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
(incorporated and registered in England and Wales under company number 6771928)
NOTICE OF THE 2020
ANNUAL GENERAL MEETING
Notice of the Annual General Meeting ('AGM') of Clinigen Group plc (the 'Company'), to be held at the offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ at 10:00am on Thursday, 26 November 2020, is set out on pages 5 to 7 of this document. Your attention is drawn to the letter from the Company's Chairman on page 2 of this document.
Whether or not you propose to attend the AGM, please complete and submit a proxy appointment form or electronic proxy appointment instruction in accordance with the notes to the Notice of AGM set out on page 7. To be valid, the proxy appointment form or electronic proxy appointment instruction must be received at the address for delivery specified in the notes by 10:00am on Tuesday, 24 November 2020.
We are closely monitoring the ongoing impact of the COVID-19 pandemic, and developments in UK regulation in relation to how AGMs may be held during this period. If any changes are required to the format and/or the arrangements for the 2020 AGM after the date of this notice, we will notify shareholders as soon as practicable. We encourage shareholders to monitor the Company's website (https://www.clinigengroup.com/investors/shareholder-services/agm) for any future updates.
NOTICE OF THE 2020 ANNUAL GENERAL MEETING
LETTER FROM THE CHAIRMAN
Clinigen Group plc
Crown Square, Centrum 100
Staffordshire DE14 2WW
5 October 2020
2020 Annual Report and Accounts, and AGM
I am pleased to report that Clinigen Group plc's Annual Report and Accounts for the year ended 30 June 2020 ('2020 Annual Report and Accounts') and Notice of AGM have now been published.
A copy of the 2020 Annual Report and Accounts is enclosed. The document can also be accessed via the investors' section of our website (www.clinigengroup.com).
This year, our AGM will again be held at the offices of Instinctif Partners, 65 Gresham Street, London EC2V 7NQ at 10:00am on Thursday, 26 November 2020. If any changes are required to the format and/or the arrangements for the 2020 AGM as a result of the ongoing impact of the COVID-19 pandemic, we will notify shareholders as soon as practicable. We encourage shareholders to monitor the Company's website for any updates on this. The formal Notice of AGM is set out on pages 5 to 7 of this document and contains the proposed resolutions.
At this year's AGM, Shaun Chilton, our Chief Executive Officer, will give a short presentation on the business of the Clinigen Group and its performance over the last 12 months, before we move on to the formal business set out in the Notice of AGM.
Action to be taken
If you are unable to attend the AGM, you can still vote on the proposed resolutions by appointing a proxy. To appoint a proxy:
you can complete the enclosed proxy appointment form, in accordance with the instructions printed on it, and return it (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to our Registrar, Equiniti, at Aspect House, Spencer Road, Lancing BN99 6DA; or
if you hold your shares in CREST, you can alternatively submit an electronic proxy appointment instruction to our Registrar (ID RA19) through the CREST system in accordance with the CREST Manual.
In either case, the proxy appointment form should be returned, or the electronic proxy appointment instruction transmitted, as soon as possible and in any event so as to be received by our Registrar by 10:00am on Tuesday, 24 November 2020.
You are requested (whether or not you intend to be present at the AGM) to appoint a proxy. Appointment of a proxy will not prevent you from attending, speaking and voting in person at the AGM, should you wish to do so.
You will find on pages 3 and 4 of this document explanatory notes in relation to the various resolutions which are set out in the Notice of AGM. The Board considers that each of these resolutions is in the best interests of the Company and its shareholders as a whole. Accordingly, all Directors intend to vote in favour of each resolution in respect of their own beneficial holdings (with the exception of resolutions 4 to 9, in respect of which each Director will not vote on the relevant resolution relating to their own reappointment). The Directors unanimously recommend that shareholders vote in favour of all the proposed resolutions.
2 NOTICE OF THE 2020 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE BUSINESS OF THE AGM
Resolution 1 - Receipt of the 2020 Annual Report and Accounts
The Companies Act 2006 requires the Directors of the Company to lay before the shareholders in general meeting copies of its annual accounts, the strategic report (if any), the Directors' report and the independent auditors' report on those accounts in respect of each financial year. In accordance with best practice, the Company proposes, as an ordinary resolution, a resolution to receive its 2020 Annual Report and Accounts.
Resolutions 2 - Approval of Remuneration Report
As a matter of good corporate governance the Company has elected to seek shareholder approval at this AGM (and at each subsequent AGM), by way of ordinary resolution, for the part of its Directors' Remuneration Report which describes how the Company's Directors' remuneration policy has been implemented during the previous financial year.
The relevant part of the Directors' Remuneration Report is set out on pages 62 to 71 of the 2020 Annual Report and Accounts.
Please note that this vote is advisory only, therefore it does not affect the historical remuneration paid to any individual Director.
Resolution 3 - Declaration of a final dividend
The Directors recommend a final dividend of 5.46p per ordinary share. If approved by ordinary resolution of the shareholders, the dividend will be paid on 2 December 2020 to shareholders on the register at close of business on 6 November 2020.
Resolutions 4 to 9 - Re-election of Directors
In relation to resolutions 4 to 9, the Company's Articles of Association state that one-third of the Directors must stand for re-election by shareholders annually in rotation. However, to underline their accountability to shareholders and the Board's commitment to appropriate corporate governance, all non-retiring Directors will stand for re-election at every AGM.
John Hartup will not stand for re-election at the 2020 AGM. John has served as Non-Executive Director for the last nine years. The Nomination Committee is currently seeking a replacement. Resolutions 4 to 9 deal with the re-election of the remaining Directors, namely Peter Allen (resolution 4), Ian Nicholson (resolution 5), Anne Hyland (resolution 6), Alan Boyd (resolution 7), Shaun Chilton (resolution 8) and Nick Keher (resolution 9).
Biographical details of all the Company's Directors as at the date of this document can be found on pages 52 to 53 of the 2020 Annual Report and Accounts. In the Board's view, these illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.
Resolutions 4, 5, 6, 7, 8 and 9 will be proposed as ordinary resolutions.
The Board believes that those Directors who are currently serving on the Board and who are seeking re-election this year continue to be effective, make a positive contribution to the Board and demonstrate commitment to their roles.
Resolutions 10 and 11 - Auditors' reappointment and remuneration
At or before each general meeting at which the Annual Reports and Accounts for a financial year are laid, the Company is required to appoint auditors to serve for the following financial year. PricewaterhouseCoopers LLP have indicated their willingness to continue as the Company's auditors. Resolution 10 is an ordinary resolution to reappoint them. Resolution 11 is an ordinary resolution giving the Directors the discretion to determine the auditors' remuneration.
Resolution 12 - Political donation
Part 14 of the Companies Act 2006 imposes restrictions on a company making political donations to any political party, other political organisation or independent election candidate, or incurring political expenditure, unless authorised to do so at a general meeting. It has always been the Company's policy that it does not make political donations or incur political expenditure, in each case within the commonly understood meaning of such expressions. This remains the case and the Directors have no intention of changing that policy. However, the Companies Act 2006 includes broad and potentially ambiguous definitions of the terms 'political donation' and 'political expenditure', which may apply to some normal business activities which would not generally be considered to be political in nature.
NOTICE OF THE 2020 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE BUSINESS OF THE AGM
As previously, the Board considers that, as a precautionary measure, it is therefore prudent to obtain shareholder approval, by way of ordinary resolution, to make political donations and/or to incur political expenditure, in each case within the meaning of the Companies Act 2006, up to the limit specified in the resolution. The Directors intend to seek renewal of this approval at future AGMs, but wish to emphasise that the proposed resolution is sought on a purely precautionary basis in order to avoid inadvertent contravention of the Companies Act 2006. The Board has no intention of entering into any party political activities.
Resolution 13 - Authority to allot shares
The Directors currently have an authority to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. This authority is due to expire at the AGM. The Board is seeking, by ordinary resolution, to renew that authority over ordinary shares up to a maximum nominal amount of £44,299.59, representing approximately 33.33% of the Company's issued share capital as at 21 September 2020 (being the latest practicable date prior to publication of this document). As at that same date, the Company did not hold any treasury shares. If approved by shareholders, this authority will expire on 26 February 2022 or, if earlier, at the conclusion of the Company's next AGM. The Directors have no present intention of exercising this authority.
Resolutions 14 and 15 - Disapplication of statutory pre-emption rights
Resolutions 14 and 15 are special resolutions which, if passed by the shareholders, will enable the Directors, during the period until 26 February 2022 (or, if earlier, the conclusion of the Company's next AGM), to allot ordinary shares, or to sell any ordinary shares out of treasury, for cash, without first offering those shares to existing shareholders in proportion to their existing holdings.
These resolutions essentially replicate the authorities which were granted at last year's AGM (and which will expire at the forthcoming AGM). Such authorities reflect the Statement of Principles published by The Pre-emption Group in March 2015, which provides that a company may seek power to issue on a non-pre-emptive basis for cash in any one year shares representing: (i) no more than 5% of the company's issued ordinary share capital; and (ii) no more than an additional 5% of the company's issued ordinary share capital provided that such additional power is only used in connection with the financing or refinancing of an acquisition or specified capital investment.
The 2015 Statement of Principles defines a 'specified capital investment' as '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'. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as falling within the term 'specified capital investment'.
Resolution 14 is to be proposed as a special resolution. If this resolution is passed by shareholders, it will permit the Board to allot ordinary shares for cash on a non-pre-emptive basis both in connection with a rights issue or similar pre-emptive issue and, otherwise than in connection with any such issue, up to a maximum nominal amount of £6,644.94. This amount represents approximately 5% of the Company's issued ordinary share capital as at 21 September 2020 (being the latest practicable date prior to publication of this document). This customary resolution will permit the Board to allot ordinary shares for cash, up to the specified level, in any circumstances (whether or not in connection with an acquisition or specified capital investment).
Resolution 15 is to be proposed as a separate special resolution. If this resolution is passed by shareholders, it will afford the Board an additional power to allot ordinary shares for cash on a non-pre-emptive basis up to a further maximum nominal amount of £6,644.94. This amount again represents approximately 5% of the Company's issued ordinary share capital as at 21 September 2020. The Board will use the power conferred by resolution 15 only in connection with the financing or refinancing of an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
The Directors confirm their intention to follow the provisions of the 2015 Statement of Principles 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 disapplication of pre-emption rights in connection with an acquisition or specified capital investment.
4 NOTICE OF THE 2020 ANNUAL GENERAL MEETING
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