JUST GROUP PLC Annual Report and Accounts 2019
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Directors’ Report continued
Further information relating to the Company’s issued share capital can be found in note 20 on page 141. Restricted Tier 1 bonds On 21 March 2019 the Company issued £300m of Restricted Tier 1 bonds (“Bonds”). 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 PRA 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. Authority to allot The Company’s Articles 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 state that the Directors can seek the authority of shareholders at a General Meeting 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. At the Annual General Meeting held on 13 June 2019, the Directors were (i) authorised to allot ordinary shares in the Company up to a maximum aggregate nominal amount of £69,005,444 and (ii) empowered to allot equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of £5,175,408 and further granted an additional power to disapply pre-emption rights representing a further 5% only to be used in specified circumstances, and (iii) authorised to make market purchases of up to an aggregate of 103,508,166 ordinary shares, representing approximately 10% of the Company’s issued ordinary share capital as of 7 May 2019. No shares were purchased by the Company during the year. The Directors propose to renew these authorities at the 2020 Annual General Meeting for a further year. Other securities carrying special rights No person holds securities in the Company carrying special rights with regard to control of the Company. Restrictions on transfer of shares and voting The Company’s Articles of Association (“Articles”) do not contain any specific restrictions on the size of a holding or on the transfer of shares, except that certain restrictions may from time to time be imposed by laws and regulations (for example by the Market Abuse Regulations (“MAR”) and insider trading law) or pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require the approval of the Company to deal in the Company’s ordinary shares. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or voting rights. No person has any special rights with regard to the control of the Company’s share capital and all issued shares are fully paid. This is a summary only and the relevant provisions of the Articles should be consulted if further information is required. Share plans The Group operates a number of share-based incentive plans that provides Just Group plc shares, to participants at exercise of share options upon vesting or maturity. The plans in operation include the Just Retirement Group plc 2013 Long Term Incentive Plan (“LTIP”), the Just Retirement Group plc Deferred Share Bonus Plan (“DSBP”),
THE BOARD The Directors who served during the year and up to the date of this report are set out in the Governance Report, including biographies for the Directors in office as at the date of this report. 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 92 of the Directors’ Remuneration Report and details of the Directors’ long-term incentive awards are set out on page 93. 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 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. No 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 in respect of the 2019 financial year will be held at Just Group plc, Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RT at 10:00 am on 14 May 2020. The Notice will be sent separately to shareholders. Results and dividends The financial statements set out the results of the Group for the year ended 31 December 2019 and are shown on page 111. Whilst the Group continues to build its capital base to accommodate the new regulations on equity release mortgages, the Board believes it would not be appropriate to recommend recommencing dividend payments. The Board will continue to monitor the capital position. As at the date of this report, the Company had an issued share capital of 1,035,086,276 ordinary shares of 10 pence each. No shares are held in treasury. The ordinary shares are listed on the premium section of the London Stock Exchange. On 18 March 2019 the ordinary issued share capital was increased from 941,068,882 ordinary shares of 10 pence each to 1,035,081,664 ordinary shares of 10 pence each through an equity placing. The holders of the ordinary shares are entitled to receive notice of, attend and speak at general meetings including the Annual General Meeting, to appoint proxies and to exercise voting rights. The shares are not redeemable. SHAREHOLDERS Annual General Meeting SHARE CAPITAL Ordinary share capital
The share price on 31 December 2019 was 79 pence.
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