Plus500 to put to vote 11.3m share buyback

Online trading company Plus500 Ltd (LON:PLUS) has earlier today posted a notice about its 2019 Annual General Meeting. 

The AGM will be held at Liberum Capital, Level 12, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, on June 18, 2019, at 10.00 a.m.

As one might expect, a set of resolutions will be put to vote at the AGM. Resolutions 1 to 8 concern the re-election of directors:

1. To re-elect Penelope Judd, who retires by rotation pursuant to Article 42 of the Company’s Articles of Association, as an independent non-executive director (if re-elected, Ms. Judd shall continue to serve as Chairman of the Company’s Board of Directors following the Annual General Meeting).

2. To re-elect Gal Haber, who retires by rotation pursuant to Article 42 of the Company’s Articles of Association, as a director.

3. To re-elect Asaf Elimelech, who retires by rotation pursuant to Article 42 of the Company’s Articles of Association, as a director.

4. To re-elect Elad Even-Chen, who retires by rotation pursuant to Article 42 of the Company’s Articles of Association, as a director.

5. To re-elect Steven Baldwin, who retires by rotation pursuant to Article 42 of the Company’s Articles of Association, as an independent non-executive director.

6. To re-elect Charles Fairbairn as an external director and senior independent non-executive director of the Company for a three year term in accordance with Israeli law requirements.

7. To re-elect Daniel King as an external director and independent non-executive director of the Company for a three year term in accordance with Israeli law requirements.

8. To re-appoint Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent external auditor for 2019.

As special business to consider there are three more resolutions:

The first of them seeks to authorise Plus500’s directors to allot and issue up to 5,666,838 Ordinary Shares (representing just under 5% of the company’s issued share capital) for cash.

The second resolution seeks to authorise the directors to allot and issue up to 5,666,838 Ordinary Shares (representing just under 5% of the company’s issued share capital) for cash. Such authority is to be limited to the allotment of equity securities or sale of treasury shares, to be used only for the purposes of: (i) financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board 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; or (ii) reducing any debt service costs the Company may incur in the future.

The final resolution to be put to vote is to authorise Plus500 to make purchases of up to 11,333,676 Ordinary Shares (representing just under 10% of the Company’s issued share capital) for cash, provided that:

• (a) the minimum price which may be paid for an Ordinary Share is NIS 0.01, such minimum price being exclusive of any expenses;

• (b) the maximum price which may be paid for an Ordinary Share is the higher of: (i) an amount equal to 105% of the average of the market value for an Ordinary Share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses; and

• (c) this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2020 or, if earlier, at the close of business on 18 September 2020, unless such authority is renewed prior to this time.