Chemring Group PLC |Annual Report and Accounts 2012

31
All holders of ordinary shares are entitled to attend, speak and
vote at any general meeting of the Company and to appoint a
proxy or proxies to exercise these rights. At a general meeting,
every shareholder present in person, by proxy or (in the case of a
corporate member) by corporate representative has one vote on a
show of hands, and on a poll has one vote for every share held.
To decide who can attend or vote at a general meeting, the notice
of meeting can give a time, which must not be more than forty eight
hours before the meeting, by which shareholders must have been
entered on the register in order to have the right to attend or vote
at the meeting.
If a shareholder has been properly served with notice under
section 793 of the Companies Act 2006 (the “Act”) requiring
information about interests in shares, and has failed to supply
such information within fourteen days after the service of the
notice, then the shareholder is not entitled to attend and vote
at a shareholder meeting.
There are no restrictions on the transfer of ordinary shares in the
capital of the Company, other than certain restrictions which may
from time to time be imposed by law, for example insider trading
law. In accordance with the Listing Rules of the Financial Services
Authority, certain employees are required to seek the approval of
the Company to deal in its shares.
The cumulative preference shares carry an entitlement to a
dividend at the rate of 7p per share per annum, payable in equal
instalments on 30 April and 31 October each year. Holders of
the preference shares have the right on winding-up to receive, in
priority to any other classes of shares, the sum of £1 per share
together with any arrears of dividends.
The Company is not aware of any agreements between
shareholders that may result in restrictions on the transfer of
securities and/or voting rights.
The Company’s Articles of Association (the “Articles”) may
only be amended by special resolution at a general meeting
of shareholders.
Issue of shares
Under the provisions of section 551 of the Act, the Board is
prevented from exercising its powers under the Articles to allot
shares without an authority in terms of the Act contained either in
the Articles or in a resolution of the shareholders passed in general
meeting. The authority, when given, can last for a maximum period
of five years, but the Board proposes that renewal should be
sought at each Annual General Meeting. Such proposal is set out as
resolution 12 in the Notice of the Annual General Meeting.
Section 561 of the Act requires that an allotment of shares for cash
may not be made unless the shares are first offered to existing
shareholders on a pre-emptive basis in accordance with the terms
of the Act. In accordance with general practice, to ensure that small
issues of shares can be made without the necessity of convening
a general meeting, the Board proposes that advantage be taken
of the provisions of section 571 of the Act to not apply the Act’s
pre-emptive requirements. Accordingly, a special resolution (set
out as resolution 13 in the Notice of Annual General Meeting) will
be proposed which, if passed, will have the effect of granting the
directors the power to allot not more than 5% of the present issued
ordinary share capital free of the requirements of section 561 of the
Act. No issue of these shares will be made which would effectively
alter the control of the Company without prior approval of the
shareholders in general meeting.
Purchase of own shares
During the year, the Company purchased 1,215,000 (2011: 300,000)
of its ordinary shares, and 359,331 (2011: 456,855) ordinary shares
were distributed following vesting of awards under the Chemring
Group Performance Share Plan. At 31 October 2012, the Company
held a total of 2,198,814 ordinary shares in treasury (representing
1.12% of the ordinary shares in issue on 1 November 2012).
All purchases of ordinary shares were made by way of market
purchases on the London Stock Exchange. Further details can be
found in note 29 of the financial statements.
A special resolution (set out as resolution 14 in the Notice of Annual
General Meeting) will be proposed at the forthcoming Annual
General Meeting, to renew the Company’s authority to purchase its
own shares in the market up to a limit of 10% of its issued ordinary
share capital. The maximum and minimum prices are stated in the
resolution. The directors believe that it is advantageous for the
Company to have this flexibility to make market purchases of its
own shares. The directors of the Company may consider holding
repurchased shares pursuant to the authority conferred by this
resolution as treasury shares. This will give the Company the ability
to re-issue treasury shares quickly and cost effectively, and will
provide the Company with additional flexibility in the management
of its capital base. Any issues of treasury shares for the purposes
of the Company’s employee share schemes will be made within the
10% anti-dilution limit set by the Association of British Insurers. The
directors will only exercise this authority if they are satisfied that a
purchase would result in an increase in expected earnings per share
and would be in the interests of shareholders generally.
The Chemring Group Performance Share Plan
(the “PSP”)
The following conditional awards were made under the PSP during
the year:
Total number of Number of participants
Date of award
shares awarded
receiving awards
27 January 2012 1,785,720 37
The Chemring Group 2008 UK Sharesave Plan
(the “UK Sharesave Plan”)
On 30 July 2012, options were granted over 553,724 ordinary
shares. Options over 14,115 ordinary shares were exercised during
the year and options on 262,602 shares lapsed. Additional
information is set out in note 31.
The Chemring Group 2008 US Stock
Purchase Plan (the “US Stock Purchase Plan”)
On 30 July 2012, options were granted over 82,738 ordinary
shares. Options over 792 ordinary shares were exercised during the
year and options on 59,130 shares lapsed. Additional information is
set out in note 31.
Approach to share ownership
The Group actively encourages its employees to share in the future
success of the Group. The fifth annual grant of options under the
UK Sharesave Plan and the US Stock Purchase Plan, which were
both launched in 2008, took place during the year.
Business review Corporate governance Financial statements Other information
Chemring Group PLC Report and Accounts 2012