CMC Markets announces AGM agenda

Maria Nikolova

The meeting will be held at 10.00 am on July 25, 2019 at the company’s offices located at 133 Houndsditch, London, EC3A 7BX.

Online trading services provider CMC Markets Plc (LON:CMCX) today announces that its 2019 Annual General Meeting will be held at 10.00 am on Thursday, July 25, 2019 at the company’s offices located at 133 Houndsditch, London, EC3A 7BX.

The list of “ordinary business” resolutions starts with the receipt of CMC Markets’s accounts and the reports of the Directors and Auditors for the year ended March 31, 2019.

Resolution 2 proposes declaring a final dividend of 0.68 pence per ordinary share for the year ended March 31, 2019, payable on September 6, 2019 to holders of ordinary shares in the Company named on the Register of Members as at the close of business on August 2, 2019.

Several resolutions concern re-election of directors:

  • To re-elect James Richards as a Director.
  • To re-elect Peter Cruddas as a Director.
  • To re-elect David Fineberg as a Director.
  • To re-elect Sarah Ing as a Director.
  • To re-elect Clare Salmon as a Director.
  • To re-elect Paul Wainscott as a Director.

Another resolution proposes to approve the Directors’ Remuneration Report.

Resolution 12 proposes that the Directors be authorised to exercise all the powers of the company to allot shares in the company or grant rights to subscribe for or to convert any security into shares in the Company:

  • (i) up to a nominal amount of £24,090,975;
  • (ii) comprising equity securities up to a further nominal amount of £24,090,975 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the end of the next AGM or on 30 September 2020, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

Resolution 13 proposes that the Directors be authorised to allot equity securities wholly for cash:

  • (i) pursuant to the authority given by paragraph (i) of Resolution 12 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 in each case:
  • (a) in connection with a pre-emptive offer; and
  • (b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £3,613,645; and
  • (ii) pursuant to the authority given by paragraph (ii) of Resolution 12 above in connection with a pre-emptive rights issue, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment;

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 September 2020, whichever is the earlier but so that 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 given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

Under Resolution 14, the Directors will be authorised to allot equity securities wholly for cash pursuant to the authority given by Resolution 12 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

  • (i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £3,613,646; and
  • (ii) 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 Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 September 2020, whichever is the earlier, but so that 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 given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

Finally, Resolution 15 proposes that that the Company be authorised to make market purchases of ordinary shares of 25 pence each in the capital of the Company provided that:

  • (a) the maximum number of shares which may be purchased is 28,909,170;
  • (b) the minimum price which may be paid for each share is 25 pence;
  • (c) the maximum price which may be paid for a share is an amount equal to the higher of (a) 105% of the average of the closing price of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and
  • (d) this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2020 or, if earlier, 30 September 2020 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

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