Law Debenture p l c : Notice of AGM - SCA Sunset Entertainment & Media Company

C O R P O R A T E I N F O R M A T I O N

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 133rd Annual General Meeting of the Company will be held in-person at the offices of The Law Debenture Corporation p.l.c., 8th Floor, 100 Bishopsgate, London, EC2N 4AG on 30 March 2023 at 11.00am to transact the following business:

Ordinary resolutions

To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

To receive the report of the Directors, the strategic report and the audited accounts and the auditor’s report for the year ended 31 December 2022.
To approve the Directors’ remuneration policy.

3. To approve the Directors’ remuneration report for the year ended 31 December 2022.

4. To declare a final dividend of 8.75p per share in respect of the year ended 31 December 2022.

5. To re-elect Denis Jackson as a Director.

6. To re-elect Trish Houston as a Director.

7. To re-elect Robert Hingley as a Director.

8. To re-elect Tim Bond as a Director.

To re-elect Pars Purewal as a Director.
To re-elect Claire Finn as a Director.
To re-elect Clare Askem as a Director.
To re-appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which the accounts of the Company are laid.

13. To authorise the Audit and Risk Committee to determine the auditor’s remuneration.

General authority to allot shares.
THAT:
(a) in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such authorities), the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the ‘Act’) to exercise for the period ending on the date of the Company’s next Annual General Meeting (‘AGM’), all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £642,922.70 (representing 12,858,454 ordinary shares) (or, if less, the number representing 10% of the total ordinary shares in issue (excluding treasury shares) as at the date of passing of this resolution); and
1. the Company may during such period make offers or agreements which would or might require the making of allotments of equity securities or relevant securities as the case may be after the expiry of such period.
Amendment to the rules of The Law Debenture Corporation p.l.c. Long-Term Incentive Plan.
THAT current rule 3.2 of The Law Debenture Corporation p.l.c. Long Term Incentive Plan be deleted in its entirety and that the following new rule 3.2 be and is hereby approved:
Rule 3.2:
“An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Award Date, the Market Value of the Plan Shares subject to that Award, when aggregated with the Market Value of the Plan Shares subject to any other Award granted to them in the same Financial Year, would exceed:
1. in relation to a Financial Year up to and including the Financial Year ending on 31 December 2022, 100% of their Annual Remuneration; or
2. in relation to a Financial Year commencing on or after 1 January 2023, the higher of 100% of their Annual Remuneration or the limit included in the Directors’ Remuneration Policy.

Notice of Annual General Meeting continued

The limit as set out in this Rule 3.2 shall not apply to Buy-Out Awards.

For the purpose of this Rule 3.2:

Annual Remuneration means the higher of:
1. basic salary paid by the Group expressed as an annual rate as at the Award Date; and
2. basic salary paid by the Group for the period of 12 months ending on the last day of the month immediately preceding the month in which the Award Date occurs.
Financial Year means the financial year of the Company.
The Market Value of Plan Shares subject to an Award shall be measured as an average over the five Dealing Days ending on the date on which the Award was granted or, if the Board so determines for the purpose of the grant of the Award, on the date on which that Award was granted.

Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Board may reasonably select.”

Special resolutions

To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:

16. Disapplication of statutory pre-emption rights.

THAT if resolution 14 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section

561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

(a) the allotment of equity securities or sale of treasury shares in connection with a rights issue, open offer or other issue or offer to ordinary shareholders in proportion (as nearly as possible) to their existing holding of shares (but subject to such exclusions as the Directors may deem necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter); and

the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above up to a nominal amount of £642,922.70 (representing 12,858,454 ordinary shares),

such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 28 June 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. Additional authority to disapply pre-emption rights for acquisitions or specified capital investment.

THAT, if resolution 14 is passed, the Directors be authorised in addition to any authority granted under resolution 16 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £642,922.70 (representing 12,858,454 ordinary shares); and
used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

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Notice of Annual General Meeting continued

18. General authority to buy back shares.

THAT the Company be and is generally and unconditionally authorised in accordance with sections 693 and 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its issued ordinary shares of 5p each in the capital of the Company, in such manner and upon such terms as the Directors of the Company may from time to time determine, provided always that:

the maximum aggregate number of shares that may be purchased is 19,274,822;
the minimum price which may be paid for a share shall be 5p;
the maximum price which may be paid for a share shall be an amount equal to 105% of the average of the middle market quotations (as derived from the London Stock Exchange Daily Official List) for the shares for the five business days immediately preceding the day on which the share is purchased; and
unless previously revoked, renewed or varied, the authority hereby conferred shall expire on the date of the Company’s next AGM provided that a contract of purchase may be made before such expiry which will or may be executed wholly or partly thereafter, and a purchase of shares may be made in pursuance of any such contract.

19. Authority to convene a general meeting – notice.

THAT a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.

This Notice was approved by the Board of Directors on 27 February 2023 and signed on its behalf by
	Registered office:
Law Debenture Corporate Services Limited	8th Floor
Company Secretary	100 Bishopsgate
Registered No. 00030397	London EC2N 4AG

Explanatory notes to the Notice

The Notice of the Annual General Meeting (the ‘Notice’) to be held on 30 March 2023 (the ‘Meeting’) is set out on pages 156 to

158. The following notes provide an explanation as to why the resolutions set out in the Notice are being put to shareholders.

Resolution 1

Under the Companies Act 2006 (the ‘Act’), the Directors are required to present the annual accounts and reports of the Company to shareholders at a general meeting. These are contained in the Company’s Annual Report and financial statements for the year ended 31 December 2022 (the ‘2022 Annual Report’), which was sent to shareholders on 6 March 2023.

Resolution 2

The Act requires quoted companies to present to their shareholders a Directors’ remuneration policy (the ‘Policy’) for approval at least every three years. The Policy was last approved by shareholders at the AGM held on 7 April 2020. During the past year, the Board’s Remuneration Committee reviewed and amended the Policy to ensure that it was appropriate, market competitive and aligned with the Group’s strategic goals and financial key performance indicators as well as developments in UK corporate governance best practice. Following a robust and objective review, and taking account of the views of shareholders, the proposed Policy is set out on pages 81 to 91 of the 2022 Annual Report for approval. This should be read

in conjunction with the Remuneration Committee Chair’s introductory statement to the Directors’ remuneration report on pages 76 to 79 of the 2022 Annual Report.

Resolution 3

In accordance with the provisions of the Act, the Company’s Report on Directors’ remuneration is being put to an annual shareholder vote by ordinary resolution. This resolution is an advisory vote, as provided by law, meaning that the Directors’ entitlements to remuneration are not conditional upon the resolution being passed. The report is set out in full on pages 76 to 98 of the 2022 Annual Report.

Resolution 4

The Board proposes a final dividend of 8.75 pence per share in respect of the year ended 31 December 2022. If approved, the recommended final dividend will be paid on 13 April 2023 to all ordinary shareholders who are on the register of members on 10 March 2023. The shares will be marked ex-dividend on 9 March 2023.

Resolutions 5 – 11

Under the Company’s Articles of Association (the ‘Articles’), one third of the Directors must retire from office by rotation at each AGM and may offer themselves for re-election (this does not include Directors appointed to the Board since the last AGM). The 2018 UK Corporate Governance Code recommends that all directors of premium listed companies should be subject to annual re-election, so Denis Jackson, Trish Houston, Robert Hingley, Tim Bond, Pars Purewal, Claire Finn and Clare Askem will retire from office and offer themselves for re-election.

The biographical details for each Director are set out on pages 58 and 59 of the 2022 Annual Report.

In proposing the re-election of the Directors, the Chairman confirms that, following the internal performance evaluation (described on pages 70 and 71 of the 2022 Annual Report), each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to their role. Accordingly, the Board recommends their re-election.

Resolution 12

The Company’s auditors must offer themselves for appointment at each AGM at which accounts are presented. Accordingly, the Board, on the recommendation of the Audit and Risk Committee, recommends the re-appointment of Deloitte LLP as the Company’s auditors.

Resolution 13

This resolution, if passed, will authorise the Audit and Risk Committee to agree the remuneration of Deloitte LLP for their services as auditors.

Resolution 14

Under the Act, Directors may not allot shares in the Company (or grant certain rights over shares) without the authority of shareholders in a general meeting (other than pursuant to an employee share scheme). In certain circumstances this could be unduly restrictive. The Directors’ existing authority to allot ordinary shares, which was granted at the AGM of the Company held on

7 April 2022, will expire at the end of this year’s AGM.

The Investment Association’s Share Capital Management Guidelines and the Pre-Emption Group Principles permit, and regard as routine, an authority to allot up to two-thirds of a company’s existing issued share capital. Subject to the passing of this resolution, which will be proposed as an ordinary resolution, the Directors will be authorised, in place of all existing authorities, to allot shares (pursuant to section 551 of the Act) up to an aggregate nominal amount of £642,922.70 (representing 12,858,454 ordinary shares), representing approximately ten per cent of the nominal value of the issued ordinary shares

on 27 February 2023 (being the last practicable date prior to the publication of this document). As at 27 February 2023, the Company did not hold any shares in treasury.

The authority conferred will expire (unless previously revoked, varied or renewed) at the end of the next AGM. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require shares to be allotted after the expiry of this authority – in this case, the Directors

will be permitted to allot securities pursuant to such offer or agreement as if this authority had not expired.

Resolution 15

Resolution 15 seeks to approve the proposed amendment to rule 3.2 of The Law Debenture Corporation p.l.c. Long Term Incentive Plan (‘the Plan’) to amend the maximum value

of awards an eligible employee can receive in any financial year commencing on and after 1 January 2023 to the higher

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Explanatory notes to the Notice continued

of 100% of base salary or the limit included in the Directors’ Remuneration Policy. This amendment is being proposed to ensure that the rules of the Plan are consistent with the Directors’ Remuneration Policy. The exception to this limit for buy-out awards will remain unchanged.

Resolution 16

Unless they are given an appropriate authority by shareholders, if the Directors wish to allot any shares for cash or grant rights over shares (other than pursuant to an employee share scheme) they must first offer them to existing shareholders in proportion to their existing holdings. These are known as preemption rights. The existing disapplication of these statutory pre-emption rights, which was granted at the AGM held on

April 2022, will expire at the end of this year’s AGM.

Resolution 16 seeks approval to disapply the pre-emption rights, by allowing Directors to allot equity securities (including a sale of treasury shares) for cash: (i) in connection with rights issues and other preemptive issues in favour of existing shareholders in proportion to their existing holdings (subject to certain exclusions);

by way of an open offer or other issue of securities in favour of existing shareholders in proportion to their existing holdings (subject to certain exclusions); and (iii) to persons other than existing shareholders up to an aggregate nominal amount of £642,922.70 (representing 12,858,454 ordinary shares), being no more than
ten per cent of the issued ordinary share capital in issue on the
27 February 2023, in each case without the equity securities first being offered to the existing shareholders in proportion to their existing holdings.

Resolution 17

Resolution 17 seeks an additional and separate approval to disapply pre-emption rights by allowing Directors to allot equity securities (or sell treasury shares) for cash, of up to a further ten per cent of the total ordinary share capital, representing up to an aggregate nominal amount of £642,922.70 (representing 12,858,454 ordinary shares), as at 27 February 2023, without such equity securities first being offered to the existing shareholders in proportion to their holdings, where the allotment is to finance an acquisition or capital investment, and/or refinance a transaction of that nature entered into within six months of the original transaction.

The Directors confirm that they will only allot securities (or sell treasury shares for cash) pursuant to this authority where that allotment is in connection with an acquisition or specified capital investment (as described in the Pre-Emption Group’s Statement of Principles) which is announced at the same time as the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of that allotment.

Resolution 18

Resolution 18 is a special resolution that will grant the Company authority to make market purchases of up to 19,274,822 shares, representing 14.99% of the issued ordinary share capital as

at the date of the Notice. Any shares bought back will either be cancelled or placed into treasury at the determination of the Directors.

The maximum price which may be paid for each share must not be more than 105% of the average of the mid-market values of the Ordinary Shares for the five business days before the purchase is made. The minimum price which may be paid for each ordinary share is 5p.

The Directors are committed to managing the Company’s capital effectively and do not intend to exercise such authority at present. Purchases would only be made after considering the effect on earnings per share and the benefits for shareholders generally.

This authority shall expire at the AGM to be held in 2024 when a resolution to renew the authority will be proposed.

Resolution 19

The Act requires that all general meetings must be held on at least 21 clear days’ notice. Notwithstanding the notice provisions in the Articles, a general meeting (other than an AGM) may be held on at least 14 clear days’ notice where:

the Company makes an electronic means of voting available to all shareholders for the meeting. This condition is met by the Company providing the facility for shareholders to appoint a proxy via an online shareholder portal operated by our Registrars; and
the shareholders pass a special resolution reducing the period of notice to not less than 14 days either at the immediately preceding AGM or a general meeting held since that AGM.

It is not the Company’s intention to use the shorter notice period as a matter of routine but only when the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. If given, this approval will be effective until the end of the AGM to be held in 2024.

Recommendation

Full details of the above resolutions are contained in the Notice. The Directors consider that all the resolutions to be proposed at the Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.

If you are in any doubt about the contents of this document, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or if outside the United Kingdom, another appropriately authorised financial adviser, without delay.

If you have sold or otherwise transferred all of your shares in the Company you should immediately send this document, together with the accompanying form of proxy, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

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Disclaimer

The Law Debenture Corporation plc published this content on 04 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2023 14:29:04 UTC.

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Sales 2021	197 M 237 M 237 M
Net income 2021	149 M 178 M 178 M
Net Debt 2021	135 M 161 M 161 M
P/E ratio 2021	6,51x
Yield 2021	3,63%