Punch Taverns plc 2011 Annual Report

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Punch Taverns plc
Annual Report and Financial Statements 2011
Directors’ report continued
Additional information for shareholders
At 20 August 2011, the Company’s issued share capital comprised
a single class of shares known as ordinary shares. The Share
capital note on page 87 of this report contains full details of
shares allotted and provides an explanation of the movements
in share capital, during the period. Only partnership shares,
in respect of the Company’s SIP, were purchased by the Company
during the period.
At the last AGM, held on 17 December 2010, the Company
obtained shareholder authority to buy back up to 64,286,783
shares (representing approximately 10% of the Company’s
ordinary shares in issue as at 1 November 2010). It was made
clear that this authority would only be exercised by the Directors
after they had given due consideration to the effects on earnings
per share and the benefits for shareholders. During the period,
the Directors did not exercise their right to buy back any of
the Company’s shares currently in issue. This authority is due
to expire at the conclusion of the Company’s next AGM where
new authority to buy back up to 65,982,811 shares (representing
approximately 10% of the Company’s ordinary shares in issue as
at the date of the AGM Notice) will be sought.
Authority will also be sought at the forthcoming AGM for
Directors to allot up to 21,942,702 shares in the Company
(representing approximately one-third of the Company’s
ordinary shares in issue (excluding treasury shares) as at the
date of the AGM Notice) and up to 439,885,405 equity securities
(representing approximately two-thirds of the Company’s ordinary
shares in issue (excluding treasury shares) as at the date of
the AGM Notice). This will replace the authority granted by
shareholders at the Company’s previous AGM. The Board
will also seek authority to disapply pre-emption rights over
32,991,405 shares (representing approximately 5% of the
Company’s ordinary shares in issue as at the date of the
AGM Notice).
General meetings
At a general meeting of the shareholders, the Company’s Articles
of Association may be amended by special resolution. Also at
a general meeting of the Company on a show of hands every
member who is present in person and proxy entitled to vote shall
have one vote. On a poll every member who is present in person
and proxy shall have one vote for every share of which he is
the holder. A shareholder may appoint more than one proxy
in relation to their holdings provided that each proxy does not
vote in relation to the same shares. The Notice of Meeting sent
to shareholders with this report gives full details of deadlines
for exercising voting rights and appointing a proxy or proxies to
vote in relation to resolutions to be considered at the meeting.
Post-balance sheet events
Subsequent to the year end there were no post-balance
sheet events.
Directors’ statement as to disclosure of information
to auditors
The Directors confirm that, so far as they are aware, there is
no relevant audit information of which the auditors are unaware
and that each Director has taken all reasonable steps to make
themselves aware of any relevant audit information and to
establish that the auditors are aware of that information.
Auditors
A resolution to reappoint KPMG Audit Plc as the Company’s
auditors will be put to the forthcoming AGM.
By order of the Board of Directors
Ed Bashforth
Company Secretary
The Directors have no present intention to exercise any of the
above authorities except to satisfy the allotment of shares under
the Company’s employee share incentive plans.
Further details of the above resolutions are contained within
the Notice of Meeting sent to shareholders with this report.
There are no restrictions on transfer of shares in the Company
other than those which may from time to time be applicable
under existing laws and regulations (for example under the
Market Abuse Directive) and the Company is not aware of any
agreements between shareholders that may result in restrictions
on the transfer of securities or on voting rights. In addition,
there are no people holding securities that carry special rights
with regard to control of the Company.
In addition, pursuant to the Listing Rules of the Financial Services
Authority, Directors and persons discharging managerial
responsibility (PDMRs) of the Company require prior approval
from the Company to deal in the Company’s securities,
and are prohibited from dealing during a Close Period.