SSP Group plc Proposed Special Dividend of 32.1 pence per Existing Ordinary Share, Proposed Consolidation of Existing Ordinary Shares
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in SSP Group plc, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. SSP Group plc (incorporated and registered in England and Wales under number 5735966) Proposed Special Dividend of 32.1 pence per Existing Ordinary Share, Proposed Consolidation of Existing Ordinary Shares and Notice of Annual General Meeting This document should be read as a whole. Your attention is drawn to the letter from the Chairman of SSP Group plc set out on page 3 of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting. Notice of the Annual General Meeting of SSP Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 21 February 2019 at 11.00 a.m. is set out in this document. Shareholders will also find enclosed with this document a Form of Proxy for use in connection with the Annual General Meeting. Whether or not you propose to attend the Annual General Meeting, please complete and submit the Form of Proxy in accordance with the instructions printed on the enclosed form. Computershare must receive your proxy appointment no later than 11.00 a.m. on 19 February 2019. Alternatively, a proxy may be appointed electronically at www.investorcentre.co.uk/eproxy or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
TABLE OF CONTENTS Page Expected Timetable of Principal Events 2 Part I – Letter from the Chairman of SSP Group plc 3 Part II – Notice of Annual General Meeting 5 Explanation of Resolutions 8 Notes to the Notice of Annual General Meeting 11 Appendix I – Further details of the Special Dividend and Share Consolidation 14 Appendix II – UK Taxation 18 Appendix III – Definitions 20
SSP Group plc 2 Expected Timetable of Principal Events Latest time and date for receipt of Forms of Proxy, eproxy 11.00 a.m. on 19 February 2019 via www.investorcentre.co.uk/eproxy and CREST proxy instructions for the Annual General Meeting Annual General Meeting 11.00 a.m. on 21 February 2019 Ex-dividend date for the Final Dividend 28 February 2019 Record date for Final Dividend 6.00 p.m. on 1 March 2019 Payment date for Final Dividend 29 March 2019 Latest time of dealings in Existing Ordinary Shares 4.30 p.m. on 12 April 2019 Record Time for Special Dividend and Share Consolidation 6.00 p.m. on 12 April 2019 Effective time and date of the Share Consolidation 8.00 a.m. on 15 April 2019 Admission of New Ordinary Shares to the Official 8.00 a.m. on 15 April 2019 List and to trading on the Main Market and commencement of dealings in New Ordinary Shares CREST accounts credited with New Ordinary Shares By or as soon as practicable after 8.00 a.m. on 15 April 2019 Dispatch (where applicable) of share certificates 25 April 2019 in respect of New Ordinary Shares Payment date for Special Dividend 26 April 2019 Notes 1. All time references in this document are to London, UK time. 2. These dates are given on the basis of the Board’s current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on the Company’s website at www.foodtravelexperts.com. 3. All events in the above timetable scheduled to take place after the Annual General Meeting in respect of the Final Dividend, the Special Dividend and the Share Consolidation respectively are conditional on the approval by Shareholders of the Final Dividend, the Special Dividend and the Share Consolidation respectively as proposed. All events in the timetable from Admission of the New Ordinary Shares are also conditional upon Admission occurring.
3 Letter from the Chairman of SSP Group plc Part I – Letter from the Chairman of SSP Group plc SSP Group plc (incorporated and registered in England and Wales under number 5735966) Directors: Registered Office: Vagn Sørensen (Chairman) 169 Euston Road John Barton (Senior Independent Non-Executive Director) London Kate Swann (Chief Executive Officer) NW1 2AE Jonathan Davies (Chief Financial Officer) Simon Smith (Chief Executive Officer – UK & Ireland) Ian Dyson (Independent Non-Executive Director) Denis Hennequin (Independent Non-Executive Director) Per Utnegaard (Independent Non-Executive Director) Carolyn Bradley (Independent Non-Executive Director) To: Holders of Existing Ordinary Shares and, for information only, to holders of options and awards under the Company’s Employee Share Schemes Dear Shareholder, 22 January 2019 PROPOSED SPECIAL DIVIDEND OF 32.1 PENCE PER EXISTING ORDINARY SHARE AND NOTICE OF ANNUAL GENERAL MEETING Introduction I am writing to you to provide notice of the Company’s Annual General Meeting and details of certain business to be proposed at the AGM. The Notice of AGM and an explanation of the Resolutions proposed are set out at Part II of this document. In particular, Shareholders should note that the Board has recommended a resolution to declare a Special Dividend (and approve a related Share Consolidation) to enable the Company to return approximately £150 million to Shareholders. Payment of Special Dividend The Board is recommending a Special Dividend of 32.1 pence per Existing Ordinary Share, in addition to the Final Dividend of 5.4 pence per Existing Ordinary Share for the year ended 30 September 2018. The Special Dividend reflects our confidence in the future of the business whilst maintaining an efficient balance sheet. Payment of the Special Dividend is conditional on Shareholder approval of Resolution 15 to be proposed at the AGM. If Resolution 15 is not passed, the Special Dividend will not be paid and the Share Consolidation will not take place. If approved, the Special Dividend will be payable to Shareholders who are on the register of members of the Company at the Record Time and is expected to be paid to Shareholders on 26 April 2019. Further details of the Special Dividend are set out in Appendix I to this document and the Explanation of Resolutions set out on page 8 of this document. Share Consolidation The proposed Share Consolidation is intended, as far as possible, to maintain the comparability of the Company’s share price before and after the Special Dividend, subject to normal market fluctuations. Shareholders will receive 20 New Ordinary Shares in substitution for every 21 Existing Ordinary Shares held at the Record Time. The ratio used for the Share Consolidation has been set by reference to the closing middle-market price of 689.4 pence per Existing Ordinary Share on 21 January 2019 (the latest practicable date prior to the publication of this document). Unless a Shareholder elects otherwise, fractions of New Ordinary Shares arising from the Share Consolidation will be aggregated and sold in the market, with the proceeds being distributed to the SSP Foundation (a charitable organisation set up by SSP Group plc, registered under charity no. 1163717). Further details of the proposed Share Consolidation and the treatment of fractions are contained in Appendix I to this document. Application will be made to the UK Listing Authority and the London Stock Exchange, respectively, for the New Ordinary Shares resulting from the proposed Share Consolidation to be admitted to the Official List and to trading on the Main Market in place of the Existing Ordinary Shares. The New Ordinary Shares will be equivalent in all material respects to the Existing Ordinary Shares, including their dividend, voting and other rights. It is expected that the New Ordinary Shares will be admitted to trading on the Main Market and listed on the Official List with effect from 8.00 a.m. on Monday 15 April 2019. Based on the number of Existing Ordinary Shares in issue on 21 January 2019 (being the latest practicable date prior to the publication of this document), the aggregate issued share capital of the Company following the Share Consolidation is expected to consist of approximately 444,762,616 New Ordinary Shares, with a nominal value of 117/200 pence each. This does not take into account (i) any Existing Ordinary Shares which may be issued under the UK SIP or (ii) any Buyback Shares which may be repurchased, in each case, in the period between 21 January 2019 and the Share Consolidation becoming effective.
SSP Group plc 4 Employee Share Schemes A summary of the potential consequences of the Special Dividend and Share Consolidation for holders of awards and Existing Ordinary Shares under the Company’s Employee Share Schemes is set out in Question 11 of Appendix I to this document. Participants’ rights under the Employee Share Schemes in relation to the Special Dividend and Share Consolidation will be dealt with according to the rules of each individual scheme, with the effect of the Share Consolidation following the Special Dividend, broadly, being to preserve the value of awards under the Employee Share Schemes subject to any market fluctuations. Taxation A limited summary of the tax consequences of the Special Dividend and the Share Consolidation for certain categories of UK resident Shareholders is set out at Appendix II to this document. Shareholders should read Appendix II to this document and, if they are in any doubt as to their tax position, should consult their own independent tax advisers. Annual General Meeting The Notice convening the Annual General Meeting of the Company which will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 21 February 2019 at 11.00 a.m. is set out on pages 5 to 7 of this document. The purpose of the AGM is to seek Shareholders’ approval for the Resolutions. If you are registered in the register of members of the Company at close of business on 19 February 2019, you are entitled to attend and vote at the AGM. A copy of the 2018 Annual Report is enclosed together with a Form of Proxy to enable you to exercise your voting rights. The AGM is also an opportunity for Shareholders to express their views and to ask questions of the Board. We, as your Board, are committed to open dialogue with our Shareholders and our AGM is an excellent means to engage with you directly. If you cannot attend, you have the right to appoint a proxy to vote at the AGM on your behalf. To appoint a proxy, please complete the Form of Proxy and send it to our registrar, Computershare, in the envelope provided. Alternatively, you can appoint a proxy online at www.investorcentre.co.uk/eproxy following the instructions provided on the Form of Proxy, or if you hold shares in CREST, by using the CREST electronic proxy appointment service. Proxy appointments must be received by Computershare by no later than 11.00 a.m. on 19 February 2019. Directorate Change As announced on 21 November 2018, after more than five very successful years as CEO, Kate Swann has taken the decision to step down on 31 May 2019. It has been a pleasure to work with Kate and, on behalf of the Board, I want to thank her for her enormous contribution to the Group. In the past five years, she has transformed SSP into an industry leading Food Travel Retail business, which has grown significantly around the world, and she has generated significant returns for our shareholders. I am delighted that Simon Smith has been appointed to take over from Kate as Group CEO, effective 1 June 2019. Simon joined SSP Group in 2014 and has contributed significantly to its performance in his role as CEO of our UK & Ireland division for the past four years, and through his role in the integration and development of our joint venture in India. His strong leadership skills combined with his considerable experience in the international food travel and retail space, as well as his track record at SSP, make him well placed to lead SSP to continued future success. Additional Director Responsibility I am very pleased to note that in addition to his current responsibilities as CFO (which include Information Technology and Shared Service operations), from 1 January 2019 Jonathan Davies’ role has been expanded to take on additional accountability for the Group’s Purchasing and Supply Chain activities. Recommendation In the opinion of the Directors, each of the Resolutions to be proposed at the AGM is in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of Existing Ordinary Shares, which amount to approximately 1.6% of the issued Existing Ordinary Shares of the Company. Yours faithfully Vagn SØrensen Chairman
5 Notice of Annual General Meeting Part II – Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (a) make donations to political parties and/or of SSP Group plc (the Company) will be held at the independent election candidates not exceeding offices of Travers Smith LLP, 10 Snow Hill, London £25,000; EC1A 2AL on 21 February 2019 at 11.00 a.m. You will (b) make political donations to political organisations, be asked to consider and vote on the resolutions below. other than political parties not exceeding £25,000; Resolutions 16 to 19 (inclusive) will be proposed as special and resolutions. All other resolutions will be proposed as ordinary resolutions. (c) incur political expenditure not exceeding £25,000, For further information on all of the resolutions, please as such terms are defined in Part 14 of the Act during refer to the Explanation of Resolutions which can be found the period beginning on the date of the passing of on pages 8 to 10. this resolution and ending on the date of the annual general meeting of the Company to be held in 2020 or Annual Report and Accounts at the close of business on 21 May 2020, whichever is 1. To receive the reports of the Directors and the Auditor sooner, provided that the aggregate expenditure under and the audited accounts for the financial year ended paragraphs (a), (b) and (c) shall not exceed £25,000 30 September 2018. in total. Directors’ Remuneration Report Directors’ Authority to Allot Shares 2. To approve the Directors’ Remuneration Report 14. That the Directors be generally and unconditionally (excluding the Directors’ Remuneration Policy) set out authorised pursuant to and in accordance with section on pages 39 to 47 of the Annual Report and Accounts 551 of the Act to exercise all the powers of the for the financial year ended 30 September 2018. Company to allot shares in the Company and grant rights Final Dividend to subscribe for or to convert any security into shares in 3. That the final dividend recommended by the Directors the Company: of 5.4 pence per ordinary share of 11/30 pence each in the (a) up to a nominal amount of £1,608,558; and capital of the Company (the Existing Ordinary Shares) for the financial year ended 30 September 2018 be (b) comprising equity securities (as defined in section declared payable on 29 March 2019 to all members 560(1) of the Act) up to an aggregate nominal whose names appear on the Company’s register of amount of £3,217,116 (such amount to be reduced members at 6.00 p.m. on 01 March 2019. by any allotments made under paragraph (a) above) in connection with an offer by way of a rights Re-election and Election of Directors issue to: 4. To re-elect Vagn Sørensen as a Director of the Company. (i) ordinary shareholders in proportion (as nearly as 5. To re-elect Kate Swann as a Director of the Company. may be practicable) to their existing holdings; 6. To re-elect Jonathan Davies as a Director of (ii) holders of other equity securities as required the Company. by the rights of those securities or, subject 7. To re-elect Ian Dyson as a Director of the Company. to such rights as the Directors otherwise consider necessary, 8. To re-elect Per Utnegaard as a Director of the Company. and so that the Directors may impose any limits 9. To elect Carolyn Bradley as a Director of the Company. or restrictions and make any arrangements which 10. To elect Simon Smith as a Director of the Company. they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record Auditor dates, legal, regulatory or practical problems in, or 11. To re-appoint KPMG LLP as Auditor of the Company under the laws of, any territory or any other matter. to hold office until the conclusion of the next general meeting of the Company at which accounts are laid. 12. To authorise the Directors to determine the remuneration of the Auditor of the Company. Political Donations 13. That in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which at any time during the period for which this resolution has effect, is or becomes a subsidiary of the Company, be authorised to:
SSP Group plc 6 The authorities conferred on the Directors to allot a Regulatory Information Service) that they securities under paragraphs (a) and (b) will expire at the wish to receive the net proceeds in cash for any conclusion of the annual general meeting of the Company amount attributable to them) and any Director to be held in 2020 or at the close of business on 21 May or the company secretary of the Company (or 2020, whichever is sooner (unless previously renewed, any person appointed by the Directors) shall varied or revoked by the Company at a general meeting). be and is hereby authorised to execute one or The Company may before these authorities expire, make more instrument(s) of transfer in respect of such an offer or enter into an agreement which would or might New Ordinary Shares on behalf of the relevant require such securities to be allotted after such expiry and member(s) and to do all acts and things the the Directors may allot such securities in pursuance of Directors consider necessary or desirable to that offer or agreement as if the power conferred by this effect the transfer of such New Ordinary Shares resolution had not expired. to, or in accordance with the directions of, any buyer of such New Ordinary Shares. Special Dividend and Share Consolidation 15. That: Disapplication of Pre-emption Rights (General)* 16. That, subject to the passing of Resolution 14, the (a) the special dividend recommended by the Directors Directors be given powers pursuant to sections 570 and of 32.1 pence per Existing Ordinary Share be 573 of the Act to allot equity securities (as defined in declared payable on 26 April 2019 (or such other section 560(1) of the Act) for cash under the authority date as the Directors may determine in their given by Resolution 14 and/or where the allotment absolute discretion and which is announced through constitutes an allotment of equity securities by virtue a Regulatory Information Service) to all members of section 560(3) of the Act, as if section 561(1) and whose names appear on the Company’s register sub-sections (1) to (6) of section 562 of the Act did not of members at 6.00 p.m. on 12 April 2019 (or such apply to any such allotment, provided that such power other date as the Directors may determine in their be limited to: absolute discretion and which is announced through a Regulatory Information Service); and (a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity (b) conditional on the admission of the New Ordinary securities (but in the case of the authority granted Shares (as defined below) to listing on the premium under paragraph (b) of Resolution 14 above, by way segment of the Official List of the Financial Conduct of a rights issue only) to: Authority and to trading on the main market of the London Stock Exchange plc becoming effective (i) ordinary shareholders in proportion (as nearly (Admission): as may be practicable) to their existing holdings; and (i) each issued Existing Ordinary Share be sub-divided into 20 ordinary shares of (ii) holders of other equity securities as required 31 /600 pence each in the capital of the Company by the rights of those securities or, subject to (the Intermediate Ordinary Shares); and such rights as the Directors otherwise consider necessary, and so that the Directors may (ii) immediately thereafter, every 21 Intermediate impose any limits or restrictions and make any Ordinary Shares be consolidated into one new arrangements which they consider necessary ordinary share of 117/200 pence each in the capital or appropriate to deal with treasury shares, of the Company (the New Ordinary Shares), fractional entitlements, record dates, legal, provided that where such consolidation would regulatory or practical problems in, or under the result in any fractions of a New Ordinary Share, laws of, any territory or any other matter; and such fractions shall, so far as possible, be aggregated and the Directors be and are hereby (b) the allotment of equity securities for cash authorised to sell (or appoint any other person (otherwise than pursuant to paragraph (a) above) up to sell) to any person(s) all the New Ordinary to an aggregate nominal amount of £241,283, Shares representing such fractions as soon as such authority to expire at the conclusion of the annual practicable after Admission, in the open market general meeting of the Company to be held in 2020 or at the best price reasonably obtainable and to at the close of business on 21 May 2020, whichever is distribute the proceeds of sale (net of expenses) sooner (unless previously renewed, varied or revoked to the SSP Foundation (a charitable organisation by the Company at a general meeting). The Company set up by SSP Group plc, registered under may before this authority expires, make an offer or charity no. 1163717) (other than in respect of enter into an agreement which would or might require any Shareholder who notifies Computershare equity securities to be allotted after such expiry and the Investor Services plc by 3.00p.m. on Friday Directors may allot equity securities in pursuance of 12 April 2019 (or such other date as the that offer or agreement as if the power conferred by this Directors may determine in their absolute resolution had not expired. discretion and which is announced through
7 Notice of Annual General Meeting Disapplication of Pre-emption Rights (Acquisition or Daily Official List, for the five business days Capital Investment)* immediately preceding the day on which the 17. That, subject to the passing of Resolution 14, the ordinary share is purchased; and Directors be given powers pursuant to sections 570 (ii) an amount equal to the higher of the price of and 573 of the Act and in addition to any authority the last independent trade of an ordinary share granted under Resolution 16, to allot equity securities and the highest current independent bid for an (as defined in section 560(1) of the Act) for cash under ordinary share as derived from the London Stock the authority given by Resolution 14 and/or where the Exchange Trading System; and allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section (d) this authority shall expire at the conclusion of the 561(1) and sub-sections (1) to (6) of section 562 of the annual general meeting of the Company to be held Act did not apply to any such allotment, provided that in 2020 or at the close of business on 21 May 2020, such power be: whichever is sooner. (a) limited to the allotment of equity securities up to a Notice period for general meetings, other than an annual nominal amount of £241,283; and general meeting* 19. That a general meeting other than an annual general (b) used only for the purposes of financing (or meeting may be called on not less than 14 clear refinancing, if the authority is to be used within six days’ notice. months after the original transaction) a transaction which the Directors determine to be an acquisition *Special resolution or other capital investment of a kind contemplated By order of the Board 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, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2020 or Helen Byrne at the close of business on 21 May 2020 whichever is Company Secretary sooner (unless previously renewed, varied or revoked 22 January 2019 by the Company at a general meeting). The Company Registered Office: may before this authority expires, make an offer or 169 Euston Road enter into an agreement which would or might require London NW1 2AE equity securities to be allotted after such expiry and the Registered in England and Wales with company Directors may allot equity securities in pursuance of number 5735966 that offer or agreement as if the power conferred by this resolution had not expired. Purchase of own Shares* 18. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of any of its ordinary shares on such terms and in such manner as the Directors may determine provided that: (a) the maximum number of ordinary shares which may be purchased is: (i) if Resolution 15 is passed and becomes effective, 44,476,261 New Ordinary Shares; or (ii) if Resolution 15 is not passed or does not become effective, 46,700,074 Existing Ordinary Shares; (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is the nominal value of such ordinary share; (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than the higher of: (i) an amount equal to 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange
SSP Group plc 8 Explanation of Resolutions Resolutions 1 to 15 are proposed as ordinary resolutions. Simon Smith biographical details For each of these to be passed, more than half of the Simon joined SSP as CEO of the UK and Ireland region votes cast must be in favour of the relevant Resolution. in 2014. In addition to running the UK business, his role Resolutions 16 to 19 are proposed as special resolutions. has broadened internationally, and he has taken full For each of these to be passed, at least three quarters of responsibility for the integration and development of the votes cast must be in favour of the Resolution. our joint venture in India, Travel Food Services, which has been our largest acquisition to date. Before joining SSP, An explanation of each of the Resolutions is set out below: Simon was at WHSmith for ten years, most recently as Resolution 1 – Annual Report and Accounts managing director of WHSmith’s travel division. During his The Directors are required to present to the AGM the tenure, the travel division expanded to more than 20 new audited accounts and the Directors’ and Auditor’s Reports international markets across Europe, India, the Middle East for the financial year ended 30 September 2018. and Asia Pacific. Resolution 2 – Directors’ Remuneration Report Simon has more than 20 years of experience in the retail In accordance with section 439 of the Act, Shareholders are and catering sectors, having begun his career at Fenwicks requested to approve the Directors’ Remuneration Report before moving to Allders Department Stores and then (excluding the Directors’ Remuneration Policy set out on Safeway, where he worked in both commercial and pages 48 to 54 of the 2018 Annual Report). The Directors’ marketing roles. He joined the travel division of WHSmith Remuneration Report is set out on pages 39 to 47 of the in 2004 and held the roles of trading director and chief 2018 Annual Report. The vote is advisory and the Directors’ operating officer before his promotion to managing director. entitlement to receive remuneration is not conditional on it. Simon holds a first class honours degree from Leeds Resolution 3 – Final Dividend University Business School Resolution 3 recommends that a Final Dividend of 5.4 Resolutions 11 and 12 – Auditor pence per Existing Ordinary Share be declared for the Resolution 11 proposes the re-appointment of KPMG financial year ended 30 September 2018. If approved, the LLP as Auditor of the Company until the conclusion of the recommended Final Dividend will be paid on 29 March 2019 Company’s annual general meeting in 2020. The Company to all Shareholders whose names appear on the Company’s is required to appoint an auditor at every general meeting register of members at 6.00 p.m. on 01 March 2019. of the Company at which accounts are presented to Resolutions 4 to 10 – Re-election and Election of Directors Shareholders. The current appointment of KPMG LLP Resolutions 4 to 10 are to approve the re-election of as Auditor of the Company will end at the conclusion of Vagn Sørensen, Kate Swann, Jonathan Davies, Ian Dyson the AGM and it has advised of its willingness to stand for and Per Utnegaard and the election of Simon Smith and re-appointment. It is normal practice for a company’s Carolyn Bradley. In accordance with the UK Corporate directors to be authorised to agree how much the Auditor Governance Code, all Directors are subject to annual re- should be paid and Resolution 12 grants this authority to election, or in the case of Simon Smith and Carolyn Bradley, the Directors. election by the shareholders at the AGM. However, as Resolution 13 – Political Donations previously announced John Barton and Denis Hennequin Resolution 13 is to approve the limit of financial political are not standing for re-election and will step down from the contributions that the Company can make. It is not Board at the end of the AGM. the Company’s policy to make donations to, or incur The Directors believe that the Board offers an appropriate expenditure on behalf of, EU political parties, other political balance of knowledge and skills. The Chairman confirms organisations or independent election candidates and that, following an external performance evaluation, the the Directors have no intention of using the authority for Non-Executive Directors continue to demonstrate effective that purpose. However, it is possible that certain routine performance and commitment to the role. activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of Biographical details of the Directors are detailed in full matters constituting political donations and expenditure in the 2018 Annual Report on pages 28 and 29, save for in the Act. Simon Smith whose biographical details are set out below. Details of membership of the principal Board committees Shareholder approval is therefore being sought on a are set out on pages 32 to 34 of the 2018 Annual Report. precautionary basis only, to ensure that neither the Information on remuneration is set out in the Directors’ Company nor any company, which at any time during the Remuneration Report and Directors’ Remuneration Policy period for which this Resolution has effect, is a subsidiary for the financial year ended 30 September 2018 (which are of the Company, commits a technical breach of the Act respectively contained on pages 39 to 47 and pages 48 to when carrying out activities in furtherance of its legitimate 54 of the 2018 Annual Report). business interests.
9 Explanation of Resolutions The Directors are therefore seeking authority to make In order to maintain the market price of the Company’s political donations to EU political organisations and shares before and after the Special Dividend, the Company independent election candidates not exceeding £25,000 is also proposing to undertake the Share Consolidation in total. In line with guidance published by the Investment (as set out in Resolution 15(b)). The effect of the Share Association, this Resolution is put to Shareholders Consolidation will be to reduce proportionately, so far as annually rather than every four years as required by the possible, the number of shares in the Company that all Act. This authority will expire on the date of the Company’s Shareholders hold. Unless a shareholder elects otherwise, annual general meeting to be held in 2020 or at the close of fractions arising from the Share Consolidation will be business on 21 May 2020, whichever is sooner. aggregated and sold in the market as soon as practicable following Admission, with the proceeds (net of expenses) Resolution 14 – Directors’ Authority to Allot Shares being donated to the SSP Foundation (a charitable Resolution 14 is proposed to renew the Directors’ power to organisation set up by SSP Group plc, registered under allot shares. Resolution 14(a) seeks to grant the Directors charity no. 1163717). Any Shareholder who wishes to authority to allot, pursuant to section 551 of the Act, shares receive the net proceeds in cash rather than such fractional and grant rights to subscribe for or to convert any security amount being donated to the SSP Foundation must notify into shares in the Company up to a maximum nominal Computershare Investor Services plc by contacting the amount of £1,608,558. This represents approximately one Shareholder Helpline on +44 (0)370 707 1042 by 3.00 p.m. third of the Company’s issued Ordinary Share capital as at on Friday 12 April 2019 (or such other date as the Directors 21 January 2019 (being the latest practicable date prior may determine in their absolute discretion and which is to the publication of this Notice) and which is anticipated announced through a Regulatory Information Service). to continue to represent approximately one third of the Company’s expected issued Ordinary Share capital Resolutions 16 and 17 – Disapplication of Pre-emption immediately following Admission. Rights Resolutions 16 and 17 are to approve the disapplication In accordance with The Investment Association’s of pre-emption rights. The passing of these Resolutions Share Capital Management Guidelines (the Guidelines), would allow the Directors to allot shares for cash and/ Resolution 14(b) seeks to grant the Directors authority to or sell treasury shares without first having to offer such allot Ordinary Shares in connection with a rights issue in shares to existing Shareholders in proportion to their favour of Shareholders up to an aggregate nominal value existing holdings. of £3,217,116 as reduced by the nominal amount of any shares issued under Resolution 14(a). This amount (before The authority under Resolution 16 would be limited to: any reduction) represents approximately two thirds of the (a) allotments or sales in connection with pre-emptive Company’s issued Ordinary Share capital as at 21 January offers and offers to holders of other equity securities 2019 (being the latest practicable date prior to the if required by the rights of those shares or as the Board publication of this Notice) and is anticipated to continue considers necessary; and to represent approximately two thirds of the Company’s expected issued Ordinary Share capital immediately (b) allotments or sales (otherwise than pursuant to (a) following Admission. above) up to an aggregate nominal amount of £241,283, which represents approximately 5% of the Company’s The authorities sought under paragraphs (a) and (b) of issued Ordinary Share capital as at 21 January this Resolution will expire at the conclusion of the annual 2019 (being the latest practicable date prior to the general meeting of the Company to be held in 2020 or at publication of this Notice) and is anticipated to continue the close of business on 21 May 2020, whichever is sooner. to represent approximately 5% of the Company’s The Directors have no present intention of exercising either expected issued Ordinary Share capital immediately of the authorities under this Resolution, but the Board following Admission. wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company. Resolution 17 would give the Directors authority to allot a further aggregate nominal amount of £241,283 which As at the date of this Notice, no shares are held by the represents approximately 5% of the issued Ordinary Company in treasury. Share capital of the Company as at 21 January 2019 Resolution 15 – Special Dividend and Share Consolidation (being the latest practicable date prior to the publication Resolution 15(a) recommends the payment of the Special of this Notice), and is anticipated to continue to represent Dividend of 32.1 pence per Existing Ordinary Share. approximately 5% of the Company’s expected issued The Special Dividend proposed by the Board reflects the Ordinary Share capital immediately following Admission, for Directors’ confidence in the business whilst maintaining the purposes of financing a transaction which the Directors an efficient balance sheet. If Shareholders approve the determine to be an acquisition or other capital investment Special Dividend, it is expected to be paid on 26 April 2019 contemplated by the Pre-emption Group’s Statement of to all Shareholders whose names appear on the Company’s Principles published in March 2015 (the Principles). register of members at the Record Time. The disapplication authorities under Resolutions 16 and 17 are in line with the authority sought at the AGM last year and the guidance set out in the Principles.
SSP Group plc 10 The Principles allow a board to allot shares for cash provide the Company with additional flexibility in the otherwise than in connection with a pre-emptive offer management of its capital base. (i) up to 5% of a company’s issued share capital for use As at 21 January 2019 (being the latest practicable date on an unrestricted basis and (ii) up to a further 5% of a prior to the publication of this Notice), the total number company’s issued share capital for use in connection with of outstanding options to subscribe for Existing Ordinary an acquisition or specified capital investment announced Shares amounted to 6,923,306, which represents 1.48% either contemporaneously with the issue, or which has taken of the Company’s issued Ordinary Share capital on that place in the preceding six month period and is disclosed in date. This excludes the options in respect of which the the announcement of the issue. Company has previously issued Existing Ordinary Shares In accordance with the Principles, the Directors confirm that to the SSP Group plc Share Plans Trust to satisfy awards they do not intend to issue shares for cash representing granted under the PSP and the ISIP and is calculated more than 7.5% of the Company’s issued Ordinary exclusive of dividend equivalents which may accrue at the Share capital in any rolling three year period (save in time of vesting. Assuming no further shares are issued accordance with Resolution 17) without prior consultation or repurchased or options or awards granted between with Shareholders. 21 January 2019 (being the latest practicable date prior to the publication of this Notice) and the Share Consolidation The authorities contained in Resolutions 16 and 17 will becoming effective, if this authority to purchase shares was expire at the conclusion of the annual general meeting of the exercised in full, the total number of outstanding options Company to be held in 2020 or at the close of business on referred to above, as adjusted by the Share Consolidation 21 May 2020, whichever is sooner. (as applicable), would represent 1.73% of the expected Resolution 18 – Purchase of own Shares issued New Ordinary Share capital immediately following Resolution 18 is to approve the purchase by the Company Admission. For these purposes the expected issued New of its own Ordinary Shares in the market. The authority Ordinary Share capital does not take into account (i) any limits the number of shares that could be purchased to (i) a Existing Ordinary Shares which may be issued under the UK maximum of 44,476,261 New Ordinary Shares (equivalent SIP or (ii) any Buyback Shares which may be repurchased, in to approximately 10% of the Company’s expected each case, in the period between 21 January 2019 and the issued Ordinary Share capital immediately following Share Consolidation becoming effective Admission), or (ii) if Resolution 15 is not passed or the Share Resolution 19 – Notice period for general meetings, other Consolidation does not become effective, a maximum than an annual general meeting of 46,700,074 Existing Ordinary Shares (equivalent to Resolution 19 is to approve the calling of general meetings 10% of the Company’s issued Ordinary Share capital as at of the Company (other than an annual general meeting) on 21 January 2019 (being the latest practicable date prior to 14 clear days’ notice. The notice period required by the Act the publication of this Notice)). The minimum and maximum for general meetings of the Company is 21 clear days unless prices are stated in the Resolution. The authority will expire (i) Shareholders agree to a shorter notice period and (ii) the at the conclusion of the annual general meeting of the Company has met the requirements for electronic voting Company to be held in 2020 or at the close of business on under the Companies (Shareholders’ Rights) Regulations 21 May 2020, whichever is sooner. 2009. Annual general meetings must always be held on at The Directors have no present intention of exercising the least 21 clear days’ notice. authority to purchase the Company’s Ordinary Shares but The Directors confirm that the shorter notice period would will keep the matter under review, taking into account the not be used as a matter of routine, but only where flexibility financial resources of the Company, the Company’s share is merited by the business of the meeting, the proposals price and future funding opportunities. are time-sensitive and it is thought to be to the advantage The Directors will exercise this authority only when to of Shareholders as a whole. An electronic voting facility do so would be in the best interests of the Company and will be made available to all Shareholders for any meeting of its Shareholders generally, and could be expected to held on such notice. The approval will be effective until the result in an increase in earnings per share of the Company. Company’s next annual general meeting, when it is intended Any purchases of Ordinary Shares would be by means of that a similar resolution will be proposed. market purchase through the London Stock Exchange. Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of employee share schemes. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so
11 Notes to the Notice of Annual General Meeting Notes to the Notice of Annual General Meeting Entitlement to attend and vote together in the same envelope. If you do not have a Form 1. Pursuant to Regulation 41 of the Uncertificated of Proxy and believe that you should have one, please Securities Regulations 2001 (as amended) and section contact the Shareholder Helpline as set out above. 360B(2) of the Act, only those Shareholders registered 6. Shareholders can: in the register of members of the Company at close of business on 19 February 2019 (or, in the event of any (a) appoint a proxy and give proxy instructions by adjournment, at close of business on the day which is returning the Form of Proxy by post (see notes 8 and two business days prior to the adjourned meeting) shall 9 below); be entitled to attend and vote at the AGM. Changes to (b) register their proxy appointment electronically (see the register of members after the relevant deadline note 10 below); or shall be disregarded in determining the rights of any person to attend and vote at the AGM. (c) if they hold shares in CREST, register their proxy appointment by utilising the CREST electronic proxy Attending in person appointment service (see notes 11 to 14 (inclusive) 2. Registration for the AGM opens at 10.30 a.m. If you below). wish to attend the AGM in person, please bring your attendance card with you. It authenticates your right 7. The return of a completed Form of Proxy, other to attend, speak and vote at the AGM and will speed up such instrument or any CREST Proxy Instruction your admission. You may also find it useful to bring this (as described in note 12 below) will not prevent a Notice and the 2018 Annual Report so that you can refer Shareholder attending the AGM and voting in person if to them at the AGM. he/she wishes to do so. Appointment of proxies Appointment of proxies by post 3. If you are a member who is entitled to attend and vote at 8. To be valid any Form of Proxy or other instrument the AGM, you are entitled to appoint a proxy to exercise appointing a proxy must be received by post or (during all or any of your rights to attend, speak and vote on normal business hours only) by hand at Computershare your behalf at the AGM. A Form of Proxy, which may Investor Services PLC at The Pavilions, Bridgwater be used to make such appointment and to give proxy Road, Bristol, BS99 6ZY no later than 11.00 a.m. instructions, accompanies this Notice. on 19 February 2019. 4. If you are not a member of the Company but have 9. In the case of a Shareholder which is a corporation, the been nominated by a member of the Company to Form of Proxy must be executed by a duly authorised enjoy information rights, you do not have a right to person or under its common seal or in any other manner appoint any proxies under the procedures set out in authorised by its constitution. The power of attorney this “Appointment of proxies” section. Please read the or authority (if any) should be returned with the Form section “Nominated Persons” below. of Proxy. 5. A proxy does not need to be a member of the Company. Appointment of proxies electronically You may appoint more than one proxy in relation to the 10. Shareholders may appoint a proxy electronically by AGM provided that each proxy is appointed to exercise visiting www.investorcentre.co.uk/eproxy. You will the rights attached to a different share or shares held be asked to enter the Control Number, Shareholder by you. To appoint more than one proxy, (an) additional Reference Number (SRN), and PIN shown on your Form Form(s) of Proxy may be obtained by contacting the of Proxy and agree to certain terms and conditions. Shareholder Helpline on 0370 707 1042 or you may To be valid, your proxy appointment and instructions photocopy the Form of Proxy. should reach Computershare no later than 11.00 a.m. on 19 February 2019. Calls to the Shareholder Helpline number are charged at the standard rate per minute plus network extras. Appointment of proxies through CREST Overseas holders should contact +44 (0)370 707 1042. 11. CREST members who wish to appoint a proxy or proxies Lines are open from 8.00 a.m. to 5.30 p.m. Monday to through the CREST electronic proxy appointment Friday, excluding UK public holidays. service may do so by using the procedures described in the CREST Manual. CREST personal members or other Please indicate in the box next to the proxy holder’s CREST sponsored members and those CREST members name, the number of shares in relation to which he or she who have appointed a service provider(s) should refer is authorised to act as your proxy (which, in aggregate, to their CREST sponsor or voting service provider(s), should not exceed the number of shares held by you). who will be able to take the appropriate action on Please also indicate by marking the box provided if the their behalf. proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned
SSP Group plc 12 12. In order for a proxy appointment or instruction made Please note that the cut-off time for receipt of proxy using the CREST service to be valid, the appropriate appointments (see above) also applies in relation to CREST message (a CREST Proxy Instruction) must be amended instructions. properly authenticated in accordance with Euroclear’s Any amended proxy appointment received after the specifications and must contain the information relevant cut-off time will be disregarded. required for such instruction, as described in the CREST Manual. 17. Where you have appointed a proxy using the Form of Proxy enclosed with this Notice and would like to change The message, regardless of whether it constitutes the instructions using another hard copy Form of Proxy, the appointment of a proxy or is an amendment to the please contact the Shareholder Helpline on 0370 707 instruction given to a previously appointed proxy must, 1042. Calls to this number are charged at the standard in order to be valid, be transmitted so as to be received rate per minute plus network extras. by the Company’s agent, Computershare (ID 3RA50), by 11.00 a.m. on 19 February 2019. Overseas holders should contact +44 (0) 370 707 1042. Lines are open from 8.00 a.m. to 5.30 p.m. Monday to For this purpose, the time of receipt will be taken to be Friday, excluding UK public holidays. the time (as determined by the time stamp applied to the message by the CREST Application Host) from which 18. If you submit more than one valid proxy appointment, the Company’s agent is able to retrieve the message by the appointment received last before the latest time for enquiry to CREST in the manner prescribed by CREST. the receipt of proxies will take precedence. After this time any change of instructions to proxies Terminating your proxy appointment appointed through CREST should be communicated to 19. Shareholders may terminate a proxy instruction but the appointee through other means. to do so you will need to inform the Company in writing 13. CREST members and, where applicable, their CREST by sending a signed hard copy notice clearly stating sponsors, or voting service providers should note that your intention to revoke your proxy appointment Euroclear does not make available special procedures to Computershare Investor Services PLC at The in CREST for any particular message. Normal system Pavilions, Bridgwater Road, Bristol, BS99 6ZY or by timings and limitations will, therefore, apply in relation registering the revocation of your proxy appointment at to the input of CREST Proxy Instructions. www.investorcentre.co.uk/eproxy. It is the responsibility of the CREST member concerned 20. The revocation notice must be received by to take (or, if the CREST member is a CREST personal Computershare no later than 11.00 a.m. on 20 February member or sponsored member or has appointed a 2019. If you attempt to revoke your proxy appointment voting service provider, to procure that his or her CREST but the revocation is received after the time specified, sponsor or voting service provider(s) take(s)) such your original proxy appointment will remain valid unless action as shall be necessary to ensure that a message you attend the AGM and vote in person. is transmitted by means of the CREST system by any Corporate representatives particular time. In this connection, CREST members 21. Any corporation which is a Shareholder can appoint one and, where applicable, their CREST sponsors or voting or more corporate representatives who may exercise system providers are referred, in particular, to those on its behalf all of its powers as a member provided that sections of the CREST Manual concerning practical they do not do so in relation to the same shares. limitations of the CREST system and timings. Nominated Persons 14. The Company may treat as invalid a CREST Proxy 22. Any person to whom this Notice is sent who is a person Instruction in the circumstances set out in Regulation nominated under section 146 of the Act to enjoy 35(5) (a) of the Uncertificated Securities Regulations information rights (a Nominated Person) may, under 2001 (as amended). an agreement between him/her and the Shareholder Appointment of proxies by joint holders by whom he/she was nominated, have a right to be 15. In the case of joint holders, where more than one of appointed (or to have someone else appointed) as a the joint holders purports to appoint a proxy, only the proxy for the AGM. Nominated Persons are advised appointment submitted by the most senior holder will be to contact the Shareholder who nominated them for accepted. Seniority is determined by the order in which further information on this and the procedure for the names of the joint holders appear in the Company’s appointing any such proxy. register of members in respect of the joint holding (the 23. If a Nominated Person has no such proxy appointment first-named being the most senior). right or does not wish to exercise it, he/she may, under Changing proxy instructions any such agreement, have a right to give instructions 16. Shareholders may change proxy instructions by to the Shareholder as to the exercise of voting rights. submitting a new proxy appointment using the methods Such Nominated Persons are advised to contact set out above. the Shareholders who nominated them for further information on this.
13 Notes to the Notice of Annual General Meeting Right to ask questions through a Regulatory Information Service and will be 24. Under section 319A of the Act, any Shareholder published on our website www.foodtravelexperts.com attending the AGM has the right to ask questions at the as soon as reasonably practicable thereafter. AGM relating to the business of the AGM. The Company Documents on display must cause to be answered any such question relating 30. Copies of the Non-Executive Directors’ letters of to the business being dealt with at the AGM but no such appointment are available for inspection during normal answer need be given if (a) to do so would interfere business hours on any weekday (Saturdays, Sundays and unduly with the preparation for the AGM or involve the public holidays excluded) at the Company’s registered disclosure of confidential information, (b) the answer office, 169 Euston Road, London NW1 2AE from the has already been given on a website in the form of date of this Notice until the conclusion of the AGM and an answer to a question, or (c) it is undesirable in the will be available for inspection at the place of the AGM interests of the Company or the good order of the AGM for at least 15 minutes prior to and during the AGM. that the question be answered. Information available on website 25. Please keep your questions and statements short and 31. A copy of this Notice, and other information relevant to the business of the AGM to allow everyone required by section 311A of the Act, can be found who wishes to speak the chance to do so. It would be at www.foodtravelexperts.com along with a copy of helpful if you could state your name before you ask your the 2018 Annual Report which can be downloaded in question. The Chairman may nominate a representative PDF format. to answer a specific question after the AGM or refer the question to the Company’s website. Communication 32. Any electronic address provided either in this Notice Website publication of audit concerns or any related documents (including the Form of Proxy) 26. Under section 527 of the Act, Shareholders meeting may only be used for the limited purposes specified the threshold requirements set out in that section have herein and not to communicate with the Company by the right to require the Company to publish on a website electronic means or for any other more general purpose. a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s 33. Except as provided above, Shareholders who have report and the conduct of the audit) that are to be laid general enquiries about the AGM should use the before the AGM; or (ii) any circumstance connected following means of communication (no other methods with an auditor of the Company ceasing to hold office of communication will be accepted): since the previous meeting at which annual accounts –– Calling the Shareholder Helpline on 0370 707 1042. and reports were laid in accordance with section 437 of Calls to this number are charged at the standard rate per the Act. minute plus network extras. Overseas holders should 27. The Company may not require the Shareholders contact +44 (0)370 707 1042. Lines are open from 8.00 requesting any such website publication to pay its a.m. to 5.30 p.m. Monday to Friday, excluding UK public expenses in complying with sections 527 or 528 of holidays; or the Act. Where the Company is required to place a –– Contacting our online Shareholder centre at statement on a website under section 527 of the Act, it www.investorcentre.co.uk. must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website. Total voting rights 28. As at 21 January 2019, the latest practicable date prior to the date of this Notice, the Company’s issued share capital consisted of 467,000,747 Existing Ordinary Shares, carrying one vote each and, therefore, the total number of voting rights in the Company as at 21 January 2019 was 467,000,747. 29. It is proposed that all votes on the Resolutions at the AGM will be taken by way of a poll rather than on a show of hands. The Company considers that a poll is more representative of Shareholders’ voting intentions because votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the voting will be announced
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