25 July 2019

 

Findel PLC ("Findel" or the "Company")

 

Result of Annual General Meeting

 

 

The Board of Findel announces that the Resolutions proposed at the Annual General Meeting held on 25 July 2019 were duly passed on a poll and without amendment by the required majority. 

 

Further details of the Resolutions were set out in the notice of meeting to shareholders of Findel issued on 24 June 2019.

 

The Board is disappointed to note that our largest shareholder, Sports Direct International PLC (SDI), voted their shareholding of 31,850,000 shares (36.85% of the Company's issued share capital) against the re-appointment of Mr Caldwell, our CFO.  The resolution was nevertheless passed with a vote of 58.06% voting in favour of the resolution and with only 2,059 shares voting against in addition to SDI. 

 

Representatives from SDI made contact with the Company in advance of voting and it is our understanding that they have concerns regarding the Company's accounting policies, and in particular the treatment of SDI as a related party in the Company's 2019 Statutory Accounts and the Company's inventory and depreciation policies.  The Audit Committee reviewed these areas as part of the annual audit process and fully agree with the accounting and reporting positions taken in each case, as do the entire Board. The Company's auditors, KPMG LLP, signed an unqualified opinion on 4 June 2019.  The Board continues to have full confidence in Mr Caldwell, who will continue as our CFO.

The Board also announces that the Company's name will change upon registration at Companies House and trading in the Company's shares under the new name will commence shortly. The Company's London Stock Exchange Tradable Instrument Display Mnemonic ("TIDM") will change to STU.L. The Company's ISIN number will remain unchanged. A further announcement will be made on completion of the required name change processes.

The final votes for each resolution were as follows:

 

Resolution	For	Against	Withheld
Ordinary Business
Resolution 1: Ordinary resolution to receive the annual accounts of the Company for the year ended 29 March 2019 and the directors' and auditor's reports thereon.	75,949,391	3,448	2,117
Resolution 2: Ordinary resolution to approve the directors' remuneration report for the year ended 29 March 2019.	75,902,133	10,608	42,214
Resolution 3: Ordinary resolution to appoint Ms C. Askem as a director of the Company.	75,948,790	3,677	2,490
Resolution 4: Ordinary resolution to reappoint Mr G. Ball as a director of the Company.	75,951,936	831	2,190
Resolution 5: Ordinary resolution to reappoint Mr I. Burke as a director of the Company.	74,867,256	1,085,510	2,190
Resolution 6: Ordinary resolution to reappoint Mr S. Caldwell as a director of the Company.	44,100,682	31,852,059	2,216
Resolution 7: Ordinary resolution to reappoint Mr F. Coumau as a director of the Company.	75,951,893	848	2,216
Resolution 8: Ordinary resolution to reappoint Mr P. Maudsley as a director of the Company.	75,950,361	2,380	2,216
Resolution 9: Ordinary resolution to reappoint Ms E. O'Donnell as a director of the Company.	75,951,998	769	2,190
Resolution 10: Ordinary Resolution to reappoint KPMG LLP as auditor to the company for the period from the conclusion of the meeting to the conclusion of the next general meeting of the company at which accounts are laid.	75,911,082	2,189	41,685
Resolution 11: Ordinary Resolution to authorise the directors to determine the auditor's remuneration.	75,952,209	325	2,423
Special Business
Resolution 12: Ordinary Resolution to authorise political donations and expenditure up to an aggregate of £50,000.	75,923,240	29,273	2,444
Resolution 13: Special Resolution to change to name of the Company to Studio Retail Group plc.	75,934,814	4,872	15,271
Resolution 14: Special Resolution to adopt additional articles of association.	75,921,217	549	33,191
Resolution 15: Special Resolution to enable a general meeting of the company, other than an annual general meeting, to be called on not less than 14 days' notice.	75,615,805	324,771	14,381

 

 

The Company's issued share capital consists of 86,442,534 ordinary shares of £0.10 each with ISIN GB 00B8B4R053.  The Company does not hold any shares in Treasury.  Therefore, the total number of ordinary shares in the Company with voting rights is 86,442,534.

 

The above figure, 86,442,534, may be used by shareholders as denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

 

 

 

SPECIAL BUSINESS

 

(ORDINARY) RESOLUTION NUMBER 12

 

In accordance with sections 366 and 367 of the Companies Act 2006 (the "2006 Act") to authorise the Company (and subsidiaries of the Company at any time during the period for which this resolution has effect) during the period from the date of this resolution to the conclusion of the Company's next annual general meeting:

(i)                    to make political donations to political parties and/or independent election candidates;

(ii)                  to make political donations to political organisations other than political parties; and

(iii)                 to incur political expenditure,

up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (i) to (iii) of this resolution shall also be limited to such amount and that words and expressions defined for the purpose of the  2006 Act shall have the same meaning in this resolution.

 

 

SPECIAL BUSINESS

 

(SPECIAL) RESOLUTION NUMBER 13

 

That the registered name of the Company be changed to Studio Retail Group plc

 

 

SPECIAL BUSINESS

 

(SPECIAL) RESOLUTION NUMBER 14

That with effect from the conclusion of the meeting the articles of association be amended by the addition of Articles 185 and 186 in the form attached to this resolution.

 

 

SPECIAL BUSINESS

 

(SPECIAL) RESOLUTION NUMBER 15

 

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 days' notice.

 

 

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Enquiries

 

Findel plc             (0161 303 3465)

Ian Burke

Phil Maudsley

Tulchan Communications LLP      (020 7353 4200)
Will Smith