First Derivatives reports results of AGM

Maria Nikolova

At the AGM, held earlier today, all resolutions were duly passed.

First Derivatives plc (LON:FDP) has just announced that, at its Annual General Meeting held earlier today at its headquarters, 3 Canal Quay, Newry, County Down BT35 6BP, all resolutions were duly passed.

Let’s recall what the resolutions were about. The list of so-called “ordinary business” resolutions includes:

  • To receive the Directors’ Report, Statement of Accounts and Independent Auditor’s Report thereon for the year ended February 28, 2019.
  • To approve the Directors’ Remuneration Report for the year to end-February 2019.
  • To declare a final dividend of 19.3p per share for the year ended February 28, 2019 payable on July 20, 2019 to shareholders on the register on June 22, 2019.
  • To reappoint Graham Ferguson as a Director of the Company.
  • To reappoint Seamus Keating as a Director of the Company.
  • To reappoint Brian Conlon as a Director of the Company.
  • To reappoint Keith MacDonald as a Director of the Company.
  • To reappoint Virginia Gambale as a Director of the Company.
  • To reappoint Donna Troy as a Director of the Company since the last general meeting.
  • To appoint Deloitte (NI) Limited, 19 Bedford Street, Belfast BT2 7EJ, as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to determine their remuneration.

The so-called “Special business” resolutions included that the Directors of the company be authorised to allot shares in the company, and to grant rights to subscribe for or to convert any security into shares in the company, up to an aggregate nominal value of £43,921.71 such authority to expire on the earlier of (i) the date falling 15 months after the date of passing of this resolution, and (ii) the conclusion of the next Annual General Meeting of the Company but so that the Company may, before such expiry, make an offer or agreement as if such authority has not expired and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired.

Subject to the passing of the immediately preceding resolution, the Directors of the Company be empowered to allot equity securities for cash pursuant to the authority conferred by the preceding resolution provided that the power conferred by this resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:

  • a. to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and
  • b. to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £6,588.25 representing approximately 5% of the current issued share capital of the Company, and in each case shall expire on the date of the next Annual General Meeting of the Company or (if earlier) 15 months from the date of the passing of this resolution 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 and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Another of the “special business” resolutions proposed that the company be authorised to make market purchases of its ordinary shares provided that:

  • (a) the maximum aggregate number of ordinary shares which may be purchased shall be such number as represents 10% of the aggregate nominal amount of the Company’s issued ordinary share capital as at the date of the passing of this resolution;
  • (b) the minimum price which may be paid for each ordinary share shall not be less than the nominal value of such ordinary share at the time of the purchase (exclusive of all expenses);
  • (c) the maximum price, exclusive of any expenses, which may be paid for any ordinary share shall be the higher of:
  • (i) an amount equal to 105% of the average of the middle market quotations for the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such shares are contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade and the highest current bid on AIM as stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC No. 2273/2003); and
  • (d) the authority conferred by this resolution shall, unless renewed prior to such time, expire on the date falling 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company save that the Company may before such expiry enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiry of this authority.

Earlier in June, First Derivatives announced the completion of the acquisition of the minority shareholdings in Kx Systems, in line with the terms announced in July 2018. Completion of the transaction takes First Derivatives’s ownership of Kx Systems to 100% for consideration of $53.8 million in cash. The sum has been paid from FD’s available facilities.

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