25 September 2024
De La Rue plc
Results of AGM, trading update and
strategic update
The Annual
General Meeting ("AGM") of De La Rue plc (LSE: DLAR) ("De
La Rue", the "Group" or the "Company") was held today, 25 September
2024, at 12:00pm at De La Rue House, Jays Close, Basingstoke,
Hampshire, RG22 4BS, United Kingdom.
All the
Resolutions (as set out in the Notice of Annual General Meeting)
were duly passed on a poll, in which every member present in person
or proxy had one vote for each Ordinary Share held. Details of the
votes for and against each resolution are set out below.
Trading update
The Board remains confident of
achieving Group adjusted operating profit for FY25 significantly
ahead of FY24, in the mid- to high- £20millions. For the
first half of FY25, which ends on 28 September 2024, we expect
Group adjusted operating profit to be in the low single digit
range. As in prior years, the Group business performance will
be H2 weighted, and this has been somewhat amplified by the timing
of certain deliveries within the Currency division moving into the
second half of FY25.
Working capital will show an adverse
movement in the first half as we build inventory to fulfil customer
orders and await payment on a number of key customer contracts. We
have also started to incur costs in relation to the separation
process. As a result, we expect net debt at 28 September 2024
to be in excess of that at the end of FY24.
The actual outturn for the Group in
FY25 will also depend on the nature and timing of any business
disposal.
Strategic update
As we explained in the results
announcement of 25 July 2024, we are pursuing various strategic
options in relation to our operating divisions. Discussions
with parties in relation to the disposal of either of the Group's
divisions have progressed significantly since that date. We have
also begun work on the physical and legal separation of the two
divisions. The Board expects to provide a further update on
these matters within the next few weeks.
Poll Voting Figures
The poll results on the Resolutions
are as follows:
|
RESOLUTION
|
FOR
|
AGAINST
|
TOTAL
|
WITHHELD
|
|
|
Number of
Votes
|
% of votes
Cast
|
Number of
Votes
|
% of votes
Cast
|
Votes Cast (Excluding
Withheld)
|
% of Issued Share
Capital
|
Number of
Votes
|
Ordinary Resolutions
|
1.
|
Receive the Annual Report and
Accounts
|
118,774,615
|
99.92%
|
99,857
|
0.08%
|
118,874,472
|
60.64%
|
19,851
|
2.
|
Approve the Directors' Remuneration
Report
|
115,310,107
|
97.16%
|
3,366,033
|
2.84%
|
118,676,140
|
60.54%
|
218,183
|
3.
|
Re-elect Nick Bray
|
96,509,057
|
98.82%
|
1,147,630
|
1.18%
|
97,656,687
|
49.82%
|
21,237,636
|
4.
|
Re-elect Ruth Euling
|
118,491,641
|
99.86%
|
169,980
|
0.14%
|
118,661,621
|
60.53%
|
232,702
|
5.
|
Re-elect Mark Hoad
|
117,497,060
|
99.02%
|
1,162,834
|
0.98%
|
118,659,894
|
60.53%
|
234,429
|
6.
|
Re-elect Dean Moore
|
115,569,695
|
97.39%
|
3,096,981
|
2.61%
|
118,666,676
|
60.53%
|
227,647
|
7.
|
Re-elect Brian Small
|
117,468,011
|
98.99%
|
1,200,133
|
1.01%
|
118,668,144
|
60.53%
|
226,179
|
8.
|
Re-elect Clive Vacher
|
94,121,022
|
96.37%
|
3,547,848
|
3.63%
|
97,668,870
|
49.82%
|
21,225,453
|
9.
|
Re-elect Clive Whiley
|
114,180,267
|
96.22%
|
4,487,877
|
3.78%
|
118,668,144
|
60.53%
|
226,179
|
10.
|
Re-appoint Ernst and Young LLP as
Auditor
|
118,710,152
|
99.87%
|
151,637
|
0.13%
|
118,861,789
|
60.63%
|
32,534
|
11.
|
Authorise the Directors to determine
the Auditor's remuneration
|
118,755,036
|
99.89%
|
130,062
|
0.11%
|
118,885,098
|
60.64%
|
9,225
|
12.
|
Authorise political donations and
political expenditure
|
117,739,080
|
99.05%
|
1,134,613
|
0.95%
|
118,873,693
|
60.64%
|
20,032
|
13.
|
Authorise the Directors to allot
shares
|
118,649,698
|
99.82%
|
219,483
|
0.18%
|
118,869,181
|
60.64%
|
25,142
|
|
|
|
|
|
|
|
|
| |
Special Resolutions
|
14.
|
Dis-application of pre-emption
rights
|
118,364,257
|
99.75%
|
291,625
|
0.25%
|
118,655,882
|
60.53%
|
238,441
|
15.
|
Additional dis-application of
pre-emption rights
|
118,355,137
|
99.75%
|
300,71
|
0.25%
|
118,655,854
|
60.53%
|
238,469
|
16.
|
Authorise the Company to make
on-market purchases of its own shares
|
118,606,047
|
99.77%
|
272,814
|
0.23%
|
118,878,861
|
60.64%
|
15,462
|
17.
|
Shortened notice of general
meetings
|
115,407,881
|
97.08%
|
3,469,398
|
2.92%
|
118,877,279
|
60.64%
|
17,044
|
1. The
percentages voted 'For' and 'Against' are expressed as a proportion
of the total votes cast, which does not include votes withheld
since for legal purposes a vote withheld is not a vote
cast.
2. Any proxy
appointments which gave discretion to the Chairman of the meeting
have been included in the 'For' totals.
3. As at
6:00 p.m. on 23 September 2024 (being the record time for the
Annual General Meeting), the Company had 196,038,354 Ordinary
Shares in issue and the total number of voting rights in respect of
these Ordinary Shares was 196,038,354, each Ordinary Share carrying
one vote.
In accordance with Listing Rule
6.4.2R, a copy of the Resolutions, other than those concerning
ordinary business, will be submitted to the National Storage
Mechanism, where they will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In addition, a copy of the Resolutions will also be filed with
Companies House. The results of the Annual General Meeting held on
25 September 2024 will be available to view on the Company's
website at www.delarue.com.
Enquiries
De La Rue plc
|
|
+44 (0)7990 337707
|
Clive Whiley
|
|
Chairman
|
Clive Vacher
|
|
Chief Executive Officer
|
Louise Rich
|
|
Head of Investor Relations
|
|
|
|
Brunswick
|
|
+44 (0)207 404 5959
|
Stuart Donnelly
|
|
|
Ed Brown
|
|
|
About De La Rue
Established over 210 years ago, De
La Rue is trusted by governments, central banks, and international
brands, providing digital and physical solutions that protect their
supply chains and cash cycles from counterfeiting and illicit
trade.
With operations in five continents,
customers in 140 countries and solutions that include advanced
track and trace software, security document design, banknotes,
brand protection labels, tax stamps, security features and passport
bio-data pages, De La Rue brings unparalleled knowledge and
expertise to its partnerships and projects.
Our core focus areas are:
- Authentication: leveraging
advanced digital software solutions and security labels to protect
revenues and reputations from the impacts of illicit trade,
counterfeiting, and identity theft.
- Currency: designing and
manufacturing highly secure banknotes and banknote components that
are optimised for security, manufacturability, cash cycle efficacy
and public engagement.
The security and trust derived from
our solutions pave the way for robust economies and flourishing
societies. This is underpinned by a significant Environmental,
Social, and Governance commitment that is evidenced by accolades
such as the ISO 14001 certification and a consistent ranking in the
top tier of the Financial Times European Climate Leaders
list.
De La Rue's shares are traded on the
London Stock Exchange (LSE: DLAR). De La Rue plc's LEI code is
213800DH741LZWIJXP78. For further information please visit
www.delarue.com.
Cautionary note regarding
forward-looking statements
Certain statements contained in this
document relate to the future and constitute 'forward-looking
statements'. These forward-looking statements include all matters
that are not historical facts. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "plans", "may", "will",
"could", "shall", "risk", "aims", "predicts", "continues",
"assumes", "positioned" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout this document and include
statements regarding the intentions, beliefs or current
expectations of the Directors, De La Rue or the Group concerning,
amongst other things, the results of operations, financial
condition, liquidity, prospects, growth, strategies and dividend
policy of De La Rue and the industry in which it
operates.
By their nature, forward-looking
statements are not guarantees or predictions of future performance
and involve known and unknown risks, uncertainties, assumptions and
other factors, many of which are beyond the Group's control, and
which may cause the Group's actual results of operations, financial
condition, liquidity, dividend policy and the development of the
industry and business sectors in which the Group operates to differ
materially from those suggested by the forward-looking statements
contained in this document. In addition, even if the Group's actual
results of operations, financial condition and the development of
the business sectors in which it operates are consistent with the
forward-looking statements contained in this document, those
results or developments may not be indicative of results or
developments in subsequent periods.
Past performance cannot be relied
upon as a guide to future performance and should not be taken as a
representation or assurance that trends or activities underlying
past performance will continue in the future. Accordingly, readers
of this document are cautioned not to place undue reliance on these
forward-looking statements.
Other than as required by English
law, none of the Company, its Directors, officers, advisers or any
other person gives any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this document will occur, in part or
in whole. Additionally, statements of the intentions of the Board
and/or Directors reflect the present intentions of the Board and/or
Directors, respectively, as at the date of this document, and may
be subject to change as the composition of the Company's Board of
Directors alters, or as circumstances require.
The forward-looking statements
contained in this document speak only as at the date of this
document. Except as required by the UK's Financial Conduct
Authority, the London Stock Exchange or applicable law (including
as may be required by the UK Listing Rules and/or the Disclosure
Guidance and Transparency Rules), De La Rue expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
document to reflect any change in the Group's expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based.