DRS Drs Data&Rsrch

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

CIRGIGDUSUBBGLI

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May 18, 2016 04:57 ET (08:57 GMT)

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