47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 202
A.G. BARR p.l.c. Annual Report and Accounts 2025
N OTI C E O F
A N N UA L
GENERAL
M E E TI N G
CO N TI N U ED
Resolution 15 – Purchase of own shares
The Companies Act 2006 permits a company to purchase its own shares provided the purchase has been authorised by shareholders in a general meeting.
Resolution 15, if passed, will give the Company the authority to purchase any of its own issued ordinary shares at a price of not less than an amount equal to the nominal value
of an ordinary share and not more than the higher of: (i) 5% above the average of the middle market quotations of the Company’s ordinary shares as derived from the
London Stock Exchange Daily Official List for the five dealing days before any purchase is made; and (ii) the higher of the last independent trade of an ordinary share and
the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.
The authority will enable the purchase of up to a maximum of 11,202,887 ordinary shares, representing approximately 10% of the Company’s issued ordinary share capital as
at 3 April 2025 (being the last practicable date prior to the publication of the report), and will expire on the earlier of 31 July 2026 (being the latest date by which the Company
must hold an annual general meeting in 2026) and the conclusion of the annual general meeting of the Company held in 2026.
The directors will only exercise this buy back authority after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities,
appropriate gearing levels and the overall position of the Company. Purchases would be financed out of distributable profits and shares purchased would either be cancelled
(and the number of shares in issue reduced accordingly) or held as treasury shares.
The Company operates two share option schemes under which awards may be satisfied by the allotment or transfer of ordinary shares to a scheme participant. However,
in practice, the Company has always satisfied awards to participants by the transfer of ordinary shares from the trustee of each of the schemes.
As at 3 April 2025 (being the latest practicable date prior to the publication of this report), options had been granted over 1,488,807 ordinary shares (the “Option Shares”)
representing approximately 1.32% of the Company’s issued share capital at that date. If the authority to purchase the Company’s ordinary shares (as described in
Resolution 15) was exercised in full, the Option Shares would have represented approximately 1.47% of the Company’s issued share capital as at 3 April 2025. As at 3 April
2025, the Company did not hold any treasury shares.
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