JUST GROUP PLC Annual Report and Accounts 2021
DIRECTORS’ REPORT CONTINUED
The Viability Statement as required by the Code, has been undertaken for a period of five years to align with the Group’s business planning. It is contained within the Strategic Report and can be found on page 59.
pay the final dividend on 17 May 2022 to shareholders on the register of members at the close of business on 22 April 2022. The final dividend resolution provides that the Board may cancel the dividend and, therefore, payment of the dividend at any time before payment, if it considers it necessary to do so for regulatory capital purposes. You can find detailed explanations about this, as well as a proposed amendment to the Articles of Association regarding the cancellation of dividends by the Board in the Notice of Meeting for the 2022 AGM. As at 31 December 2021, the Company had an issued share capital of 1,038,537,044 ordinary shares of 10 pence each, all fully paid up and listed on the premium section of the London Stock Exchange. No shares are held in treasury. The holders of the ordinary shares are entitled to receive notice of, attend and speak at general meetings including the AGM, to appoint proxies and to exercise voting rights. The shares are not redeemable. The share price on 31 December 2021 was 83.60 pence. SHARE CAPITAL Ordinary share capital Further information relating to the Company’s issued share capital can be found in note 21 on page 156. Restricted Tier 1 bonds The Company has £325m of Restricted Tier 1 bonds (“Bonds”) in issue. The Bonds are convertible into equity in certain circumstances. The circumstances in which the Bonds may convert into ordinary shares would be limited to a “trigger event”. A trigger event may only occur if the Board determines in consultation with the Prudential Regulation Authority that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group fails to comply with its capital requirements for a continuous period of three months or more or if the Group fails to comply with other minimum capital requirements applicable to it. Only if a trigger event occurs would any Bonds convert into ordinary shares. The holders of the Bonds do not have the right or option to require conversion of the Bonds. On a change of control, the Bonds may also be convertible into equity in an entity other than the Company where the acquiror is an approved entity (being an entity which has in issue ordinary share capital which is listed or admitted to trading on a regulated market) and the new conversion condition (as set out therein) is satisfied. Otherwise the Bonds may be written-down to zero. Share capital authorities The Company’s Articles of Association specify that, subject to the authorisation of an appropriate resolution passed at a general meeting of the Company, Directors can allot relevant securities under Section 551 of the Companies Act up to the aggregate nominal amount specified by the relevant resolution. In addition, the Articles of Association state that the Directors can seek authority from shareholders at a general meeting of the Company to allot equity securities for cash, without first being required to offer such shares to existing ordinary shareholders in proportion to their existing holdings under Section 561 of the Companies Act, in connection with a rights issue and in other circumstances up to the aggregate nominal amount specified by the relevant resolution. The Directors were granted the following authorities at the 2021 AGM held on 11 May 2021 and General Meeting of the Company held on 31 August 2021 (“2021 General Meeting”): 2021 AGM • to allot ordinary shares in the Company up to a maximum aggregate nominal amount of £69,208,856; • to allot equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of £5,190,664 and further granted an additional power to disapply pre-emption rights representing a further 5% only to be used in specified circumstances;
THE BOARD Directors
The Directors who served during the year and up to the date of this report are set out in the Governance Report on page 77. The biographies of the Directors in office as at the date of this report can be found on pages 68 to 71. The rules governing the appointment and retirement of Directors are set out in the Company’s Articles of Association and all appointments are made in accordance with the Code. All Directors will retire and stand for election or re-election at the 2022 Annual General Meeting with the exception of Clare Spottiswoode who has informed the Board of her intention to retire as a Director on 10 May 2022. Directors’ Powers The Board is responsible for the management of the business of the Company and may exercise all powers of the Company subject to the provisions of the Company’s Articles of Association and relevant legislation. Directors’ insurance and indemnities The Directors and Officers of the Company benefit from an indemnity provision in the Company’s Articles of Association against any liability they may incur in relation to the Company’s affairs, subject to the provisions of the Companies Act 2006 as amended. Each Director of the Company benefits from a deed of indemnity in respect of the costs of defending claims against him or her and third party liabilities (the terms of which are in accordance with the Companies Act 2006 as amended). Such qualifying third party indemnity provision remains in force at the date of this report. Directors’ and Officers’ liability insurance cover was maintained throughout the year at the Company’s expense and remains in force at the date of this report. Directors’ interests The interests of Directors and their connected persons in the ordinary shares of the Company as disclosed in accordance with the Listing Rules of the UK Listing Authority are as set out on page 99 of the Directors’ Remuneration Report and details of the Directors’ long-term incentive awards are also set out on page 100. Conflicts of interest The Board has established procedures for the management of potential or actual conflicts of interest of the Directors in accordance with the Companies Act 2006 and the Company’s Articles of Association. All Directors are responsible for notifying the Group Company Secretary and declaring at each Board meeting any new actual or potential conflicts of interest. The Directors are also responsible for declaring any existing conflicts of interest which are relevant to transactions to be discussed at each Board meeting. None of the Directors had a material interest in any significant contract with the Company or with any Group undertaking during the year. The Company’s Annual General Meeting (“AGM”) in respect of the 2021 financial year will be held at 10.00am on Tuesday 10 May 2022 at the Company’s registered office, Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RP. More information about the 2022 AGM can be found in the Notice of Meeting which will be made available to shareholders separately. Results and dividends The financial statements set out the results of the Group for the year SHAREHOLDERS Annual General Meeting ended 31 December 2021 and are shown on pages 123 to 126. The Board is recommending a final dividend for the year ended 31 December 2021 of 1.0 pence per ordinary share (2020: nil). Subject to approval by shareholders at the Company’s 2022 AGM, the Company will
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