Games Workshop Group PLC Notice of AGM and Related Party Transactions (1371H)
25 Julho 2023 - 8:42AM
UK Regulatory
TIDMGAW
RNS Number : 1371H
Games Workshop Group PLC
25 July 2023
Games Workshop Group PLC
("Games Workshop" or the "Company")
Notice of AGM and Related Party Transactions
25 July 2023
Games Workshop Group PLC announces that the following documents
have today been made available to shareholders:
-- Annual Report and Accounts for the 52 weeks ended 28 May 2023 ("Annual Report"); and
-- Notice of 2023 Annual General Meeting ("AGM").
The Annual Report and Notice of 2023 AGM can be viewed on the
Company's website at www.investor.games-workshop.com .
The 2023 AGM will be held at Willow Road, Lenton, Nottingham,
NG7 2WS, at 10.00 am on 20 September 2023 .
In addition to the usual business of the AGM, the Board has
become aware of a technical issue with regard to the interim
dividend of 45 pence per ordinary share paid by the Company to
shareholders on 25 November 2022 (the "Interim Dividend").
When the Company paid the Interim Dividend, the Company had
sufficient distributable profits to do so and had prepared interim
accounts showing the same, however those interim accounts were not
filed at Companies House prior to the payment of the dividend. As a
result, the Interim Dividend was paid in technical contravention of
the Companies Act 2006. The Interim Dividend amounts to an unlawful
dividend only to the extent that it exceeded the amount of
distributable reserves available to pay the Interim Dividend shown
in the prior audited accounts, being GBP700,000.
As a result of this minor technical breach, it is understood
that the Company may have potential claims against shareholders who
were recipients of the dividend and against its directors for
declaring the dividend. The Company has no intention of bringing
these claims.
This matter can be remedied by the shareholders passing a
resolution which puts those shareholders and directors into the
position in which they were intended to be. The Company is
proposing a special resolution, which will ratify the appropriation
of profits to the payment of the Interim Dividend, waive any rights
of the Company against the shareholders who received the Interim
Dividend (the "Relevant Shareholders") and against the current
directors and those persons who were directors of the Company at
the time of the declaration and making of the Interim Dividend,
being Kevin Rountree, Rachel Tongue, John Brewis, Randal Casson,
Mark Lam, Karen (Kate) Marsh and Elaine O'Donnell (the "Relevant
Directors"), in each case in respect of the Interim Dividend, and
to approve the Company entering into deeds of release in favour of
such Relevant Shareholders and Relevant Directors (the
"Resolution"). The waiver will be capped at the maximum aggregate
amount of the Interim Dividend (being approximately GBP14.8
million). The Company's entry into the deeds of release will not
have any effect on the Company's financial position and no benefits
will accrue to the Company as a result of doing so.
The entry into the deeds of release in favour of the Company's
Relevant Directors and a substantial shareholder (as defined under
the Listing Rules), being Baillie Gifford , constitute related
party transactions under the Listing Rules. Therefore the
Resolution will also seek specific approval for the entry into the
deeds of release as related party transactions, in accordance with
the Listing Rules.
A copy of the Annual Report and Notice of AGM have been uploaded
to the National Storage Mechanism and will
shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism /.
For further information, please contact:
Games Workshop Group PLC
Kevin Rountree, CEO
Rachel Tongue, Group Finance
Director
Investor relations website http://investor.games-workshop.com
General website www.games-workshop.com
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END
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