Circle Property Plc Incorporated and registered in Jersey under the - - PDF document

01 Circle Property Plc Notice of Annual General Meeting 2019

NOTICE OF ANNUAL GENERAL MEETING

Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered number 120165

NOTICE is hereby given that the fourth Annual General Meeting of Circle Property Plc (the Company) will be held at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey JE2 4SZ on 20 August 2019 at 2:30 p.m. to: Consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions: 1 THAT the Company’s accounts for the year ended 31 March 2019 together with the directors’ and the auditors’ reports

• n those accounts be and are hereby approved.

2 THAT the payment of a dividend to shareholders, in the aggregate sum of £933,793.14, being 3.3 pence per share, as a final dividend in respect of the year ended 31 March 2019 be and is hereby approved. 3 THAT Damian Jepson be elected as a non-executive director in accordance with the Company’s Articles of Association. 4 THAT KPMG be reappointed as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors. 5 THAT the directors be and they are generally and unconditionally authorised to exercise all the powers of the Company to allot Relevant Securities (within the meaning of the articles of association of the Company (the Articles)) up to an aggregate of 2,855,179 ordinary shares of the Company (representing not more than 10 per cent of the entire issued share capital of the Company immediately following the passing of this resolution) provided that this authority is for a period expiring at the Company’s next annual general meeting but the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused. 6 THAT: a) the amendments to the Circle Property Plc 2016 Long Term Incentive Plan (the LTIP), the main features of which are summarised on pages 6 to 8 of this notice and the draft amended rules of which have been produced to the meeting and signed by the Chairman for the purposes of identification, be and are hereby approved; and b) the directors be and they are authorised to adopt the amendments and to do all such other acts and things as they may consider appropriate to bring the LTIP, as amended, into effect. 7 THAT subject to the passing of Resolution 6, the directors be authorised to grant the following awards on and subject to the terms of the LTIP, as amended: a) a nil-cost option to John Arnold, the Chief Executive, to acquire up to 137,584 ordinary shares in the capital of the Company with a Performance Period (as such term is defined in the LTIP) commencing on 1 April 2017; b) a nil-cost option to John Arnold, the Chief Executive, to acquire up to 141,023 ordinary shares in the capital of the Company with a Performance Period commencing on 1 April 2018; c) a nil-cost option to Edward Olins, the Chief Operating Officer, to acquire up to 123,826 ordinary shares in the capital

• f the Company with a Performance Period commencing on 1 April 2017; and

d) a nil-cost option to Edward Olins, the Chief Operating Officer, to acquire up to 126,921 ordinary shares in the capital

• f the Company with a Performance Period commencing on 1 April 2018.

Consider and, if thought fit, pass the following resolution which will be proposed as a special resolution: 8 THAT subject to the passing of ordinary resolution 5, the directors be and they are empowered to allot Equity Securities (within the meaning of the Articles) wholly for cash pursuant to the authority conferred by the previous resolution as if article 25.1 of the Articles did not apply to any such allotment, provided that this power shall be limited to the allotment

• f Equity Securities:

a) in connection with an offer of such securities by way of rights issue to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and b) otherwise than pursuant to sub-paragraph a. above, up to an aggregate number of ordinary shares as represents not more than 10 per cent of the entire issued share capital of the Company immediately following the passing of this resolution, and shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may, before such expiry make an offer or agreement which would or might require Equity Securities to be allotted after such expiry and the directors may allot Equity Securities in pursuance of any such offer

• r agreement notwithstanding that the power conferred by this resolution has expired.

By order of the Board Secretary 17 July 2019 Registered Office: 3rd Floor 47-49 La Motte Street St Helier Jersey JE2 4SZ

Notice of Annual General Meeting

Circle Property Plc

02 Circle Property Plc Notice of Annual General Meeting 2019

Shareholder notes

• 1. Entitlement to attend and vote at the Annual General Meeting (the Meeting) will be determined by reference to the

Company’s Register of Members.

• 2. If you wish to attend the Meeting in person, you should arrive at the venue in good time for the meeting which will

commence at 2:30 p.m. Doors will open at 2:15 p.m. You may be asked to prove your identity.

• 3. A shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their

behalf at the Meeting. A Proxy Form accompanies this Notice. A shareholder can only appoint a proxy using the procedures set out in these Notes and in the notes to the Proxy Form.

• 4. A shareholder may appoint more than one proxy in relation to the Meeting, provided each proxy is appointed to exercise

the rights attached to a different share or shares held by that shareholder. A proxy need not also be a shareholder. To be valid, a Proxy Form together with the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, must reach the Company’s registrar, Computershare Investor Services PLC, the Pavilions, Bridgewater Road, Bristol, BS99 6ZY by no later than 2:30 p.m. on 16 August 2019. Shareholders who have completed a Proxy Form may still attend the Meeting and vote in person should they wish to do so.

• 5. To change proxy instructions a shareholder may submit a new proxy appointment using the methods set out above

and in the notes to the Proxy Form. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be

• disregarded. Changes to proxy instructions should be notified to the Company’s registrars as set out above. In order to

revoke a proxy instruction, a shareholder will need to inform the Company by sending a signed hard copy notice clearly stating their intention to revoke their proxy appointment to the Company’s registrars, as set out above. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power

• r authority) must be included with the revocation notice.
• 6. If more than one valid proxy appointment is made in relation to the same share, the appointment which is last delivered

(regardless of its date or the date of its execution) shall be treated as replacing and revoking the others as regards that

• share. If the Company is unable to determine which appointment was last delivered, it shall be entitled to determine

which instrument of proxy (if any) is to be treated as valid.

• 7. If two or more shareholders jointly hold shares in the Company, each shareholder may speak and vote at the Meeting,

appoint a proxy or give voting instructions. However, if more than one joint holder votes, appoints a proxy or gives voting instructions, the only vote, appointment or voting instruction which will count is the vote, appointment or voting instruction

• f the joint holder whose name is listed first in the Register of Members of the Company as regards that joint holding.
• 8. In the case of a shareholder which is a company, the Proxy Form, and any revocation of a form, must be executed under

its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company.

• 9. The return of a completed Proxy Form does not preclude a shareholder from attending the Meeting and voting in person.

If a shareholder has appointed a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.

• 10. To direct a proxy how to vote on the resolutions, the shareholder should mark the appropriate box on the Proxy Form with

an ‘X’. To abstain from voting on a resolution, the shareholder should select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the

• resolution. If no voting indication is given, a proxy may vote or abstain from voting at their discretion. A proxy may vote

(or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

• 11. A corporation which is a shareholder may appoint one or more corporate representatives who may exercise on its behalf

all of its powers as a shareholder, as if the corporation were an individual shareholder, provided that they do not do so in relation to the same share or shares. Shareholders considering the appointment of a corporate representative should check their own legal position and the Company’s Articles of Association.

• 12. Voting on each of the resolutions will be conducted by way of a poll rather than on a show of hands. The Company

believes that a poll is more representative of the shareholders’ voting intentions because shareholder votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the poll will be made available on the Company’s website at http://www.circleproperty.co.uk as soon as practicable following the conclusion

• f the Meeting.
• 13. Any electronic address provided either in this Notice or any related documents (including the Proxy Form) may not be

used to communicate with the Company about proceedings at the Meeting or the contents of this Notice or for any purposes other than those expressly stated.

• 14. As at 23 July 2019 which is the latest practicable date before publication of this Notice, the Company’s issued share

capital comprised 28,551,796 ordinary shares of no par value each, of which 255,034 shares are designated as Treasury

• Shares. Each ordinary share, excepting the Treasury Shares, carries the right to one vote at a general meeting of the

Company and, therefore, the total number of voting rights in the Company as at 23 July 2019 is 28,296,762.

03 Circle Property Plc Notice of Annual General Meeting 2019

NOTICE OF ANNUAL GENERAL MEETING

Principal features of the LTIP, as amended

The Board is seeking the approval of shareholders for certain amendments to the Circle Property Plc 2016 Long Term Incentive Plan (the LTIP). The LTIP was adopted by the Board on 29 January 2016. The amendments are proposed in order that the Board would be in a position to apply performance conditions that more accurately align the interests of the executive team with shareholders and that facilitate the granting of awards in respect

• f historic periods where the executives do not currently have any form of equity incentive in place. In accordance with the

rules of the LTIP, some of the changes require shareholder approval. This resolution will be proposed as an ordinary resolution (Resolution 6). The following summary describes the principal features of the LTIP, in its amended form. Shareholders should note that the main amendments to the rules of the LTIP are:

• enabling the Company to grant awards within 42 days of such awards being approved by shareholders in a

general meeting;

• enabling the Company to grant awards with Performance Periods (as such term is defined in the LTIP) commencing

in financial years prior to the financial year in which the awards are granted and for certain parts of the LTIP (including vesting provisions) to be treated as if the awards had been granted in such prior financial years provided in each case the awards receive prior approval from shareholders in a general meeting;

• amending the Performance Conditions (as such term is defined in the LTIP) applicable to awards granted under the LTIP

such that (i) total shareholder return measured by reference to members of a bespoke comparator group is reduced from being applicable to 100% of the shares subject to the award to 50% and (ii) the remaining 50% is measured by reference to the growth in the net asset value of the group (taking into account dividends paid during the relevant period); and

• amending the individual threshold applicable to the value of awards granted in a financial year (other than the awards

granted in this financial year in respect of which specific shareholder approval is being sought) from 100% to 200% of basic salary and setting the price per share applicable in respect of determining the value of shares subject to an award for rolling periods of three financial years by reference to the 30 day volume-weighted average price per share for the 30 day period ending immediately prior to the commencement of the relevant three financial year period in question. LTIP summary The principal terms of the LTIP, in its amended form (the “Amended LTIP”), can be summarised as set out below. A copy of the Amended LTIP (highlighting the amendments proposed) is available for inspection at the registered office of the Company. 1 Eligibility A key employee of the Group may be invited, at the discretion of the Board, to participate in the LTIP upon such terms as are determined by the Board provided that they are a Company employee on the invitation date and not under a notice of termination or suspension (such a key employee referred to as a “participant” in this paragraph). 2 Form of awards Awards will be granted annually over a three year vesting period and take the form of a conditional right or (nil cost) option to acquire Ordinary Shares. For administrative simplicity, awards will be satisfied by the transfer to a participant of Ordinary Shares held in treasury. 3 Intended awards It is currently intended that awards will be granted to John Arnold and Edward Olins. 4 Award vesting subject to performance-related conditions Awards would previously vest at the end of a three year period subject to targets which measure the performance of the Group over that period relative to members of a bespoke comparator group selected by the Board having been met. Under the Amended LTIP, awards will vest at the end of a three year period subject to targets which measure the performance of the Group over that period such that: a) as to 50% of the award will vest relative to members of a bespoke comparator group selected by the Board having been met; and b) the remaining 50% of the award will vest by reference to the growth in net asset value (taking account of any dividends paid during the relevant period) of the Group. The Amended LTIP will also enable awards that have received shareholder approval to vest by reference to performance periods commencing in years prior to the year of grant and in the same manner as if the awards had been granted by the Group at an earlier date. 5 Quantum of awards The LTIP previously enabled the grant to John Arnold and Edward Olins of awards over Ordinary Shares with a value capped at 100 per cent. of their respective basic salaries (representing a maximum entitlement to 784,387 Ordinary Shares in aggregate over the rolling three year period based on their respective basic salaries in the period between 2016 and 2018 and on a price of £1.49 per share). This cap will continue to apply to the awards granted in the current financial year granted with shareholder approval. The Amended LTIP will provide for the grant of awards over Ordinary Shares in a financial year with a value capped at 200 per cent. of the participant’s basic salary.

04 Circle Property Plc Notice of Annual General Meeting 2019

The price used to determine the value of the Ordinary Shares for the purposes of this cap will be the 30 day volume- weighted average price per share for the 30 day period ending 31 March 2019. This price will apply for any awards granted in the first three consecutive financial years commencing on or after 1 April 2019. The price used for awards granted in subsequent financial years will also be fixed for a further rolling three financial year period by reference to the 30 day volume-weighted average price per share for the 30 day period ending immediately prior to the commencement of the three year period in question. Where awards vest, a participant will be entitled to notional dividends accruing on the relevant Ordinary Shares during the performance period. 6 Lapse of awards and transferability If a participant ceases to be employed by the Group by reason of death, ill-health, injury or disability or the employing company or business being sold out of the Group, or in any other exceptional circumstance (except summary dismissal), an award will vest as soon as practicable following the cessation date subject to, and in accordance with, the absolute discretion of the Board. To the extent that the Board determine that an award does not vest in full, the remainder will immediately lapse. If a participant ceases to be employed by the Group for any other reason, an award held by them shall lapse immediately. With the exception of death, a participant’s award is not transferable. If a winding-up, sale of the Ordinary Shares resulting in a change of control or other corporate event occurs (such as a demerger or delisting) which, in the reasonable opinion of the Board, may affect the current or future value of the Ordinary Shares, the Board may determine the extent to which an award vests, and to the extent it does not it shall immediately lapse. 7 Reduction or “clawback” of awards At any time during the three years following the vesting of an award, the Board may, in its absolute discretion, decide to reduce (including to zero), cancel or impose further conditions on an unvested award, and otherwise require a participant to transfer Ordinary Shares, or repay an amount to the Company in circumstances where severe financial constraints prevent or prevented the Group’s ability to finance awards, there is or was a misstatement of the performance to which an award relates, there has been a miscalculation of a performance condition to which an award is subject or the participant has been guilty of gross misconduct, fraud or has committed a serious criminal offence. 8 Tax treatment LTIP awards are subject to UK income tax and national insurance contributions with deductions to be made at source. The vesting of an award is conditional upon the participant entering into such arrangements with the Company to ensure it receives an amount equal to the tax liability or an indemnity in respect of it from the participant it being acknowledged that the Company has undertaken to settle the participants’ National Insurance contributions (“Contributions”) and that the aforementioned arrangements shall not therefore extend to the Contributions. 9 Overall limit on the granting of options The total number of awards granted under the LTIP shall, when combined with any other employee share plan in existence, not exceed more than 10 per cent. of the Ordinary Shares in issue at that time. 10 Variation of share capital In the event of a variation of the Company’s share capital or a demerger, delisting, special dividend or rights issue which, in the opinion of the Board, may affect the market value of the Ordinary Shares the Board may adjust the number of Ordinary Shares an award is over as well as any performance conditions it is subject to. 11 Relationship with contract of employment and pension Awards do not form part of the terms of a participant’s contract of employment and a participant has no rights in respect

• f LTIP benefits which do not form part of their pensionable earnings.

The following definitions apply throughout this summary unless the context requires otherwise. Board the board of directors of the Company from time to time; Company Circle Property Plc; Group the Company and its subsidiaries, any holding company of the Company and any subsidiaries of such holding companies from time to time; LTIP the Company’s long-term incentive plan adopted by a resolution of the Board on 29 January 2016; and Ordinary Shares ordinary shares of no par value in the capital of the Company. The above summary of the principal terms of the LTIP does not form part of the plan’s rules and will not, therefore, be taken as affecting the interpretation of the detailed terms and conditions of the LTIP. The Board reserves the right to make further amendments and any additions to the LTIP rules which it considers necessary or appropriate provided that any such amendment may not conflict, in any material respect, with the above summary.