Shareholder Information

Page updated: 3 May 2016

Shareholder Circulars

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3 May 2016 Notice of AGM to be held on 24 May 2016
  Form of Proxy for the AGM to be held on 24 May 2016
  Annual Report & Accounts
   
9 April 2015 Chairman's letter and Notice of AGM held on 5 May 2015
  Form of Proxy for the AGM held on 5 May 2015
  Corporate Representative Form
  Annual Report & Accounts
   
16 April 2014 Notice of AGM held on 14 May 2014
  Chairman's Letter
  Form of Proxy for the AGM held on 14 May 2014
  Corporate Representative Form
   
15 April 2013 Notice of AGM held on 8 May 2013
  Form of Proxy for the AGM held on 8 May 2013
  Corporate Representative Form for the AGM held on 8 May 2013
   
01 May 2012 Notice of AGM held on 24 May 2012
  Form of Proxy for the AGM held on 24 May 2012
  Corporate Representative Form for the AGM held on 24 May 2012
   
31 October 2011 Notice of EGM held on 16 November 2011 at 10am
  Form of Proxy for the EGM held on 16 November 2011 at 10am
   
05 April 2011 Notice of AGM held on 05 May 2011
  Form of Proxy for the AGM held on 05 May 2011
   
21 December 2010 Notice of EGM held on 21 December 2010 at 10am
  Notice of EGM held on 21 December 2010 at 10:30am
  Form of Proxy for the EGM held on 21 December 2010 at 10am
  Form of Proxy for the EGM held on 21 December 2010 at 10:30am
   
26 April 2010 Notice of AGM held on 18 May 2010
  Notes to the Resolutions
  Form of Direction for the AGM held on 18 May 2010
  Form of Proxy for the AGM held on 18 May 2010
   
19 April 2010 Redomiciliation Circular and Notice of EGM held on 21 May 2010
  Form of Direction for the EGM held on 21 May 2010
  Form of Proxy for the EGM held on 21 May 2010
  Notice of Termination
  CREST Dematerialisation Request Form

 

Share Capital and Major Shareholders

As at 24 March 2016, notifiable shareholdings including CFD positions were:

Shares owned by other investors  
  Standard Life Investment Holdings Limited   28,093,282     9.60%  
  The Capital Group Companies, Inc.   14,883,442     5.09%  
  Janus Capital Management LLC   11,458,981     3.92%  
  Marathon Asset Management LLP   10,780,322     3.69%  
  Spring Owl Asset Management   10,723,133     3.67%  
  Majedie Asset Management   10,504,658     3.59%  
  Henderson Group plc   10,213,922     3.49%  
               
Total of +3% holdings     96,657,750   33.12%  
   
Directors and related parties* (updated at 1 February 2016)  
  N Teufelberger   2,757,264     0.94%  
               
  Mr K Alexander 1,585,455          
  Mrs C Alexander 313,333          
      1,898,788     0.65%  
               
  Mr R Cooper 757,553          
  Mrs P Mourier Cooper 335,000          
      1,092,553     0.37%  
               
  Mr L Feldman   702,169     0.24%  
               
Shares owned by directors and related parties     6,450,774 * 2.21%  
Other holdings     188,711,425   64.67%  
Total shares in issue     291,819,949      

 

Share Option Arrangements

There are two live share option or warrant arrangements.

A. 2010 LTIP

Share options granted to staff and contractors (other than directors) amounting to 1,000,000 at a grant price of £0.01 but with the £6.00 hurdle price (I.e. The shares must trade at above £6.00 for a continuous period of 90 days). 

B. 2015 LTIP

The 2015 LTIP was approved by shareholders on 15 December 2015. Its rules are summarised on pages 325 to 329 of the prospectus published on 15 November 2015. The key terms of the scheme are:

  1. The total number of options allowed to be granted cannot exceed 10% of the issued share capital at the time of grant,
  2. The options attract a dividend credit
  3. The grant price cannot be less than the market value of the shares at the time of grant
  4. Performance conditions apply - a comparator of TSR against the FTSE250
  5. The scheme has a ten year life

On 2 February 2016, the following awards were made:

  Grant price Number of options Vesting conditions
Kenneth Alexander £4.22 8,798,075 1/9th six months after grant, 1/9th each subsequent quarter
Richard Cooper £4.22 4,399,037 as above
Lee Feldman ** £4.67 4,399,037 as above
Norbert Teufelberger* £4.22 200,000 1/7th six months after grant, 1/7th each subsequent quarter

* there are no performance conditions attached to these options

**Due to certain limitations associated with the grant of options to individuals subject to U.S. federal income taxes, Lee Feldman's Option is granted at a higher exercise price which represents the market value of the Shares as of the date at which the scheme became effective, being, £4.67. In order to compensate Lee Feldman for the higher exercise price, the Company has agreed to pay him a cash bonus of £1,979,567 (being £4.67 less £4.22 multiplied by 4,399,037). This cash bonus is to be paid over the 30-month vesting period of the option, but only upon vesting and satisfaction of the performance condition described below. Mr. Feldman has agreed to invest 50% of the after tax proceeds of the bonus in Shares.

 

Shareholder Rights

As the Company is incorporated in the Isle of Man, the rights of shareholders may vary from those of a UK incorporated company. Detail on those rights is shown in the Company's articles which can be found elsewhere on this website. A summary of the shareholder rights, and Isle of Man corporate law, is included in page 304 (Part 10, paragraph 5) of the Prospectus published on 13 November 2015.

 

UK City Code on Takeovers and Mergers

As a company traded on the London Stock Exchange and incorporated in the Isle of Man, GVC Holdings plc is subject to the UK City Code on Takeovers and Mergers.

 

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