TIDMVCP
RNS Number : 2661L
Victoria PLC
31 August 2012
Victoria PLC
('Victoria,' the 'Company,' or the 'Group')
Result of Annual General Meeting
Victoria PLC, (LSE: VCP) the international designers,
manufacturers and distributors of innovative floorcoverings, held
its Annual General Meeting at 11.00 am today in its Registered
Offices at Worcester Road, Kidderminster, Worcestershire, DY10
1JR.
At the AGM, the Company's Chairman, Katherine Innes Ker, made
the following statement:
"I am delighted to report another year of progress at Victoria
with revenues up 9.4% to GBP77.13 million; pre-tax profits before
non-recurring exceptional costs up 14.7% to GBP2.21 million; and
basic adjusted earnings per share up 29.2% to 23.71p. This was
achieved despite a difficult trading environment and substantial
investment in new products ranges and channels to market.
Given this strong performance, the Board, as previously
announced, recommended a final dividend payment of 7.0p, resulting
in a total 2012 dividend of 10.5p per share. This is an increase of
16.7% over the prior year.
Following a strategic review, we have put in place a clear and
achievable strategy for the Company which the Board believes will
maximise returns for all shareholders and which is supported by all
directors, including the former Non-executive Directors; Sir Bryan
Nicholson, Geoffrey Wilding and Alexander Anton.
Victoria's ongoing strategy is to develop its Australian and UK
businesses through sales growth, margin enhancement and a shift
towards a distribution based business from its historic
manufacturing and supply model. Corporate transactions will be
considered where there are opportunities to generate accelerated
returns to shareholders and the Board will work with its financial
advisers to maximise shareholder value.
This year's AGM is unusual in that there has been a significant
amount of disruption at Board level, leading to the resignations of
the former Non-executive Directors.
In recent weeks significant differences arose between the former
Non-executive Directors and the rest of the Board in relation to an
incentive scheme which they had proposed for themselves. Their
scheme incentivised them to break up the business within two years
and would pay them 50% of any value created after shareholders had
received a fairly low threshold of GBP3 per share. This means that
shareholders would have paid them as much as 25% of the value that
already exists in your Company. The former Non-executive Directors
would have received such extraordinary rewards simply for being on
the Board at the time of the sale, rather than for creating any
additional value.
The Board took independent advice on the scheme, and rejected it
because it was neither fair nor reasonable and ran contrary to best
practice corporate governance. An alternative and fairer scheme,
which we would have been able to recommend to shareholders, was
proposed to them but this was rejected out of hand, as it failed to
meet the expectations they had set for themselves.
This issue had become so divisive that the Board no longer
operated effectively and the three former Non-executive Directors
left the Board. Alexander Anton and Geoffrey Wilding are now
seeking to have themselves reinstated with the support of New
Fortress Finance who has requisitioned a General Meeting to do
so.
It is noteworthy that, commenting on the former Directors'
requisition, the UK Individual Shareholders Society, recently
issued a communication supporting the Board's stance which said:
"This seems to be an outrageous case of a few larger shareholders
trying to gain financial advantage for themselves as opposed to
benefiting all shareholders. Directors should act in the interests
of all shareholders, not just in their personal interests, and they
should not require these grossly excessive incentive arrangements
to simply do their jobs to the best of their abilities as
Non-executive Directors."
A third General Meeting of your company this year will be held
in October and we will be posting a notice of this meeting
shortly.
We urge you to pay close attention to the reasons why we
recommend that you do not support the two former Directors' return
to the Board. There was no disagreement over the future direction
of your Company, only about the terms demanded for the three
Non-executive Directors remuneration. We conclude that Alexander
Anton and Geoffrey Wilding both seek re-election and to replace me
as Chairman to gain control of your Board and to gain for
themselves the extraordinary rewards they seek.
It is important that all shareholders use their votes so that
they are not subjugated to the will of minority shareholders. We
intend to do all we can to make sure that every shareholder
understands what is in prospect and has the chance to have their
say on the future stewardship of their Company."
Following concerns expressed by shareholders attending the
meeting, Geoff Wilding was invited to address the meeting to
explain the position of the former non-executive directors who are
seeking re-election to the Board at the forthcoming General Meeting
in October. Mr. Wilding made the following points to the
meeting:
1. The incentive scheme that had previously been proposed has
been abandoned. Should he and Alexander Anton be reappointed to the
Board in October, they envisage a new incentive scheme being
proposed which will have to be approved by the UKLA and put to a
shareholder vote.
2. In response to a question as to whether he would be a
non-executive director if reappointed, Mr. Wilding said that he
envisaged becoming an executive director.
3. Mr. Wilding confirmed to the meeting that, if reappointed,
his intention was to stay with the Company for a two year time
period which he considered would be consistent with any new
incentive scheme that may be proposed.
4. He declined to confirm that the Company would continue in its
current form or that parts of the business would not eventually be
sold.
The following resolutions were put to shareholders at the
Company's Annual General Meeting:
Resolution For Against Withheld
--------------------------------------------- ---------- ---------- ---------
1. Adoption of Annual Report & Accounts 3,903,570 550 0
--------------------------------------------- ---------- ---------- ---------
2. Approval of the Directors' Remuneration
Report 3,639,848 264,272 0
--------------------------------------------- ---------- ---------- ---------
3. Approval of Final Dividend 3,904,120 0 0
--------------------------------------------- ---------- ---------- ---------
4. Re-election of Alan Bullock 1,265,398 3,126,501 0
--------------------------------------------- ---------- ---------- ---------
5. Re-election of Barry Poynter 1,531,898 2,860,001 0
--------------------------------------------- ---------- ---------- ---------
6. Reappointment of Deloitte LLP as
Auditor 3,737,438 600 0
--------------------------------------------- ---------- ---------- ---------
7. Authorisation of political expenditure 788,788 2,952,582 0
--------------------------------------------- ---------- ---------- ---------
8. Authorisation to allot relevant
securities 3,690,965 29,405 21,000
--------------------------------------------- ---------- ---------- ---------
9. Dis-application of statutory pre-emption
rights 3,677,625 42,745 21,000
--------------------------------------------- ---------- ---------- ---------
10. Authorisation of the Company to
make market purchases of its own shares 3,725,175 16,195 0
--------------------------------------------- ---------- ---------- ---------
11. Authorisation to call a General
Meeting (other than AGM) on 14 days'
clear notice 3,888,819 15,301 0
--------------------------------------------- ---------- ---------- ---------
Additional Resolution 1. Re-election
of David Garman 843,600 3,345,116 112
--------------------------------------------- ---------- ---------- ---------
Additional Resolution 2. Re-election
of Roger Hoyle 843,600 3,345,116 112
--------------------------------------------- ---------- ---------- ---------
The votes having been cast, all resolutions were approved with
the exception of resolution seven and the re-elections of David
Garman, Roger Hoyle, Alan Bullock and Barry Poynter who will cease
to be directors of the Company with immediate effect. Alan Bullock
and Barry Poynter continue in their executive roles as the Group's
Managing Director and Managing Director of Australia.
In light of David Garman, Roger Hoyle, Alan Bullock and Barry
Poynter not having been re-elected, the Board is made up of one
director only. In order to ensure that the Board can conduct its
business, pursuant to Article 104.1 of the Company's Articles of
Association, the Chairman has appointed David Garman as a
non-executive director with immediate effect.
- Ends -
For more information contact:
Victoria PLC
Katherine Innes Ker, Chairman
Alan Bullock, Group Managing Director +44 (0) 15 6274 9300
Seymour Pierce
Jonathan Wright (Corporate finance)
Tom Sheldon (Corporate finance)
Richard Redmayne (Corporate broking)
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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