TIDMWRKS

RNS Number : 6766O

TheWorks.co.uk PLC

04 October 2023

TheWorks.co.uk plc (the "Company")

Results of the Annual General Meeting

The Annual General Meeting (the "Meeting") of the Company was held on Wednesday 4 October 2023 at 9.00 am (London time). At the Meeting, the ordinary and special resolutions set out in the Notice of the Annual General Meeting dated 3 October 2022 (the "Notice of AGM"), were proposed. All of the proposed resolutions, with the exception of Resolutions 2, 14 and 15, were passed by way of a poll. Resolutions 1 to 13 were proposed as ordinary resolutions, and resolutions 14 to 17 were proposed as special resolutions.

Full details of the poll results are set out below and will also be available on the Company's website https://corporate.theworks.co.uk/

 
 No   RESOLUTION                      VOTES       %        VOTES       %        TOTAL     % of       VOTES 
                                        FOR              AGAINST                VOTES      ISC    WITHHELD 
                                                                                         VOTED 
      To receive the 
       Directors' report 
       and the accounts 
       for the Company 
       for the 52 weeks 
 1     ended 1 May 2022          36,129,191   99.97       12,188    0.03   36,141,379    57.83       1,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To declare a final 
       dividend of 1.6 
 2     pence per share           12,775,363   35.35   23,366,016   64.65   36,141,379    57.83       1,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To approve the 
       Directors' remuneration 
 3     report                    36,042,214   99.77       83,288    0.23   36,125,502    57.80      17,731 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To approve an amendment 
       to the Directors' 
 4     remuneration policy       36,055,046   99.81       68,288    0.19   36,123,334    57.80      19,899 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To approve the 
       amended Long Term 
       Incentive Plan 
 5     Rules                     36,042,370   99.77       82,538    0.23   36,124,908    57.80      18,325 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To reappoint Carolyn 
 6     Bradley as a Director     36,107,640   99.96       13,288    0.04   36,120,928    57.79      22,305 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To reappoint Gavin 
 7     Peck as a Director        36,058,740   99.83       62,188    0.17   36,120,928    57.79      22,305 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To appoint Steve 
       Alldridge as a 
 8     Director                  36,058,640   99.83       62,288    0.17   36,120,928    57.79      22,305 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To reappoint Catherine 
 9     Glickman as a Director    36,093,390   99.92       27,538    0.08   36,120,928    57.79      22,305 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To reappoint Harry 
 10    Morley as a Director      36,108,640   99.97       12,288    0.03   36,120,928    57.79      22,305 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To reappoint KPMG 
       LLP as auditors 
 11    of the Company            35,676,023   98.72      464,356    1.28   36,140,379    57.82       2,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To authorise the 
       Audit Committee 
       of the Company 
       to fix the remuneration 
 12    of the auditors           36,127,617   99.96       13,762    0.04   36,141,379    57.83       1,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To authorise the 
       Directors to allot 
 13    shares                    23,631,111   65.41   12,494,391   34.59   36,125,502    57.80      17,731 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 1    Authority to disapply 
  4    pre-emption rights        23,660,843   65.50   12,464,659   34.50   36,125,502    57.80      17,731 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      Additional authority 
 1     to disapply pre-emption 
  5    rights                    23,660,843   65.50   12,464,659   34.50   36,125,502    57.80      17,731 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      To authorise the 
 1     Company to purchase 
  6    its own shares            36,128,497   99.96       12,882    0.04   36,141,379    57.83       1,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
      Authority to call 
       a general meeting 
       (other than an 
       AGM) on not less 
 1     than 14 clear days' 
  7    notice                    33,310,741   92.17    2,829,638    7.83   36,140,379    57.82       2,854 
     -------------------------  -----------  ------  -----------  ------  -----------  -------  ---------- 
 

Notes:

1. Any proxy arrangement which gave discretion to the Chairman has been included in the "for" totals.

2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.

3. The number of shares in issue at 6:30 p.m. on 2 October 2023 was 62,500,000. The Company does not hold any shares in treasury.

As Resolution 2 (the declaration of a final dividend of 1.6 pence per share) was not passed by shareholders, the Company confirms that the final dividend originally timetabled to be paid (subject to shareholder approval) on 2 November 2023 with a record date of 6 October 2023, will now not be paid.

Where 20% or more of votes have been cast against any Board recommendation for a resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reason behind the results.

With respect to Resolution 2, subsequent to the final dividend being proposed in our preliminary results announcement on 30 August 2023, the Company received a variety of views from shareholders on the proposed dividend. Some significant shareholders expressed a preference for share buybacks over dividends and have since voted against this resolution. The Board will now consult further with shareholders regarding alternative capital distributions, including consideration of share buybacks, which form part of the Company's recently updated capital distribution policy.

The Board notes the level of votes cast against resolutions 13, 14 and 15, relating to the general allotment authority (resolution 13) and the authorities to disapply pre-emption rights (resolutions 14 and 15). The disapplication authorities proposed were entirely in line with the Statement of Principles published by the Pre-Emption Group in November 2022. The Board will also engage with shareholders to understand the reasons for the voting result in relation to resolutions 13, 14 and 15.

The Company will publish an update on its engagement with shareholders in accordance with the UK Corporate Governance Code within six months of the 2023 AGM and in its 2024 Annual Report and Accounts. This will include any steps taken to understand shareholder views, the impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

Carolyn Bradley, Chair of The Works , said: "Whilst we are pleased to see support from shareholders for the vast majority of resolutions, we acknowledge votes against a small number, including the proposed dividend.

"As a Board we carefully considered our approach to capital distribution for FY23 and proposed a modest dividend, seeking to achieve a reasonable compromise between returns to shareholders and prudence. Shareholder feedback has continued to show widespread support for management and our 'Better, not just bigger' strategy, however following the publication of our preliminary results some larger holders subsequently indicated a preference for share buybacks over dividends, as reflected in today's result.

"We remain committed to open and transparent dialogue with shareholders and will now engage further with those that voted against certain resolutions to better understand their views. Given that the proposed dividend will now not be paid, we will also consider alternative means of capital distribution, including share buybacks."

In accordance with Listing Rule 9.6.2, copies of resolutions passed at the Meeting concerning items other than ordinary business will shortly be available for inspection on the National Storage Mechanism which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 
 Enquiries: 
 
  TheWorks.co.uk plc       via Sanctuary Counsel 
  Gavin Peck, CEO 
  Steve Alldridge, CFO 
 Sanctuary Counsel 
  Ben Ullmann              +44 7944 868288 | theworks@sanctuarycounsel.com 
  Rachel Miller            +44 7918 606667 | 
 

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END

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