Victoria PLC Requisition to convene a General Meeting (1912K)
16 Agosto 2012 - 10:30AM
UK Regulatory
TIDMVCP
RNS Number : 1912K
Victoria PLC
16 August 2012
Victoria PLC
('Victoria,' or the 'Company')
Requisition to convene a General Meeting
Victoria PLC, (LSE: VCP) the international designers,
manufacturers and distributors of innovative floorcoverings,
announces that on 15 August 2012, the Company received a valid
requisition (the "Requisition"), pursuant to Section 303 of the
Companies Act 2006, requiring it to convene a general meeting of
the Company (the "General Meeting").
The Requisition has been received by the Company from HSBC
Global Custody Nominee (UK) Limited (the "Requisitioner"), as the
holder of shares held beneficially on behalf of New Fortress
Finance Holdings Limited, and proposes the following ordinary
resolutions (the "Resolutions"):
-- to remove Katherine Innes Ker as a director of the
Company;
-- to appoint Alexander Anton as a director of the Company;
-- to remove Roger Hoyle as a director of the Company;
-- to appoint Geoffrey Wilding as a director of the Company;
-- to remove David Garman as a director of the Company;
-- to appoint Andrew Harrison as a director of the Company;
and
-- to remove any director appointed pursuant to article 80.1 of
the Company's articles of association after 13 August 2012.
Shareholders will be aware that significant differences had
arisen between former non-executive directors of the Company, Sir
Bryan Nicholson, Mr. Anton and Mr. Wilding (the "Former
Directors"), and the rest of the Board, in relation to the
execution of the Company's strategy in circumstances where the
Former Directors expected a significant financial interest in its
outcome.
Faced with these irreconcilable differences, Sir Bryan
Nicholson, Alexander Anton and Geoff Wilding resigned as directors
on 8 August when confronted with the alternative of their being
removed from the Board.
The principal cause of the differences was an incentive scheme,
proposed by the Former Directors, under which the Former Directors
would potentially receive a substantial share of returns made to
shareholders. The other members of the Board, having taken
independent advice, could not reach agreement on, or recommend to
shareholders, the terms of the incentive scheme. A revised proposal
from the Board was rejected by the Former Directors.
The Company confirms that the Board will make the necessary
arrangements to convene the General Meeting within the required
timetable.
Meanwhile, shareholders are advised by the Directors NOT to take
any action to support the Requisitioner. Shareholders should wait
until they have received and read the circular from the Company
containing the notice convening the General Meeting, which will be
sent to all shareholders on or before 5 September 2012.
Victoria's Chairman, Katherine Innes Ker, said: "The incentive
scheme proposed by the Former Directors was not in the best
interests of all shareholders and it is right that they resigned
from the Board. It is therefore surprising that New Fortress should
demonstrate support for individuals who promoted the introduction
of the scheme and sought disproportionate financial incentives
under it."
"It is in the interests of all shareholders that they are
provided with full details of the actions taken by the Former
Directors to secure their proposed incentive plan and the potential
consequences for shareholders of their re-appointment. The Board
intends to contest the Resolutions vigorously."
- Ends -
For more information contact:
Victoria PLC
Alan Bullock, Group Managing Director +44 (0) 1562 749300
Seymour Pierce
Jonathan Wright (Corporate finance)
Jacqui Briscoe (Corporate broking) +44 (0) 20 7107 8000
Pelham Bell Pottinger
Olly Scott +44 (0) 20 7861 3891
This information is provided by RNS
The company news service from the London Stock Exchange
END
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