DRS Data & Research Services PLC Notice of Issue of Circular (5843Y)
May 18 2016 - 4:57AM
UK Regulatory
TIDMDRS
RNS Number : 5843Y
DRS Data & Research Services PLC
18 May 2016
NOTICE OF ISSUE OF CIRCULAR RELATING TO RESOLUTIONS
REQUISITIONED FOR CONSIDERATION AT THE 2016 ANNUAL GENERAL
MEETING
Further to the announcement of 6 May 2016, DRS Data and Research
Services plc (the "Company") announces that today it has issued a
circular (the "Circular") to its shareholders relating to the
resolutions requisitioned by Malcolm Brighton to be put to the
forthcoming 2016 Annual General Meeting of the Company which will
be held on Monday 20 June 2016 at 3.00 pm at the registered office
of the Company, 1 Danbury Court, Linford Wood, Milton Keynes,
Buckinghamshire MK14 6LR.
The Circular contains the form of the resolutions, a supporting
statement in respect of the requisitioned resolutions from Malcolm
Brighton and the voting recommendation of the board of directors of
the Company (the "Board") in respect of the requisitioned
resolutions.
The resolutions and the voting recommendation of the Board in
respect of them are as follows.
In respect of the resolution to appoint Gary Brighton to the
Board with immediate effect, the Board recommends that the
shareholders vote AGAINST the resolution for the following
reasons:
The Board does not believe the appointment of Gary Brighton is
in the best interests of the Company and the shareholders as a
whole at the current time. The Board feels strongly that, in order
to meet the best standards of Corporate Governance, it is
imperative that all candidates for Board positions should
participate in a proper selection and evaluation process managed by
the Nominations Committee of the Board. This will ensure that the
best candidates with the right skill set are appointed and that
those appointed will represent the interests of all of the
Company's shareholders. The provisions of the UK Corporate
Governance Code (the "Code") are very clear. One of the main
principles of the Code states that "There should be a formal,
rigorous and transparent procedure for the appointment of new
directors to the board." To seek to appoint a new director outside
of a formal process is, in the view of the Board, an attempt to
circumvent best corporate governance procedures and to fetter the
Board's discretion. The Board does not believe that there is a
requirement for another executive director at this time.
Further, the Board is concerned that, despite the relationship
agreement which is in place between the controlling shareholder and
the Company, the manner in which the resolution has been proposed
and the large shareholding of the controlling shareholder means
there is a real risk of undue influence by the controlling
shareholder which, the Board believes, will be increased by the
appointment of their nominee director. Based on all the above, the
Board therefore strongly believes that this resolution should be
rejected.
In respect of the resolution that the Board implement, in the
interests of achieving appropriate cost savings, a review as to the
possibility of a transfer of the listing of the issued shares of
the Company from the premium segment of the main market to the AIM
market of the London Stock Exchange, the Board recommends that the
shareholders vote IN FAVOUR of the resolution for the following
reasons:
The Board, in accordance with its directors' statutory and
fiduciary duties, has at all times been considering the various
options open to the Company and a move to AIM is one option that
the Board has, and is still looking at, as part of its overall
review. The Board understands there may be cost savings and other
benefits for the Company if the Company were to move its listing to
AIM and it is prepared to continue to look at whether a move would
be the right thing for the Company and, if so, whether this is
something that should be put forward to shareholders for them to
consider. The Board considers this resolution to be in the best
interests of the Company and the shareholders as a whole and is
pleased to recommend that shareholders vote in favour of this
resolution as the Board intends to do.
A revised proxy form for use at the AGM has been issued with the
Circular setting out the ten resolutions originally proposed to be
considered at the AGM together with the two additional
requisitioned resolutions. Shareholders are advised that the
original proxy form that was issued to them with the notice of the
AGM on 25 April 2016 is now invalid and any original proxy forms
that have already been sent to the Company's registrars, Equiniti,
will be destroyed and the votes thereon will not be registered.
Therefore shareholders wishing to vote by proxy at the AGM should
complete and sign the revised form of proxy form and return it to
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA as soon as possible and by no later than 3.00 p.m. on 18
June 2016.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.hemscott.com/nsm.do and the Circular can be viewed and
downloaded from the Company's website: www.drs.co.uk. Printed
copies of the Circular and associated documents have been
despatched to shareholders today.
May 18, 2016
John Richardson
Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
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