Peachtree 2015 Annual Report Download - page 97

Repurchase of shares
The Company obtained shareholder authority at the last Annual General
Meeting (3 March 2015) to buy back up to 107,683,190 ordinary shares. The
minimum price which must be paid for each ordinary share is its nominal
value and the maximum price is the higher of 105% of the average of the
middle market quotations for an ordinary share as derived from the
London Stock Exchange Daily Official List for the five business days
immediately before the purchase is made and the amount stipulated
by article 5(1) of the Buy-back and Stabilisation Regulation 2003 (in each
case exclusive of expenses). Share repurchases are used from time to
time as a method to control the Group’s leverage and decisions are
made against strict price, volume and returns criteria that are agreed
by the Board and regularly reviewed.
In the year under review, the Company repurchased a total of 3,457,020
ordinary shares of 1 4/77p each at prices between 347.0p and 390.7p
per share. Following repurchase, these shares were held in treasury.
Furthermore, the Employee Benefit Trust purchased a total of 377,860
ordinary shares of 1 4/77p at a price of 546.2p per share. The aggregate
amount of consideration paid was £14.6m. The movement in earnings
per share comprises profit growth and a change in the weighted average
share base as a result of share repurchases and movements in shares
held by the Employee Benefit Trust, the impact of which is as follows:
% change
Underlying
basic EPS
FY14 22.19p
Due to change in weighted average share base +1.6% 0.37p
Due to change in underlying profit aer tax +11.0% 2.44p
FY15 +12.6% 25.00p
In the year under review no treasury shares were cancelled. Total
share awards of 2,138,554 were made out of shares held by the
Employee Benefit Trust.
Amendment of the Company’s articles of association
Any amendments to the Company’s articles of association may be
made in accordance with the provisions of the Companies Act 2006
by way of special resolution.
Appointment and replacement of directors
Directors shall be no less than two and no more than 15 in number.
Directors may be appointed by the Company by ordinary resolution or
by the Board. A director appointed by the Board holds office only until
the next Annual General Meeting and is then eligible for election by
the shareholders. The Board may from time to time appoint one or
more directors to hold employment or executive office for such period
(subject to the Companies Act 2006) and on such terms as they may
determine and may revoke or terminate any such appointment.
Under the articles of association, at every Annual General Meeting of the
Company, every director shall retire from office (but shall be eligible for
election or re-election by the shareholders). The Company may by special
resolution (or by ordinary resolution of which special notice has been
given) remove and the Board, by unanimous decision, may remove any
director before the expiration of his or her term of office. The office of
director shall be vacated if: (i) he or she resigns; (ii) he or she has become
physically or mentally incapable of acting as a director and may remain so
for more than three months and the Board resolves that his or her office
is vacated; (iii) he or she is absent without permission of the Board from
meetings of the Board for six consecutive months and the Board resolves
that his or her office is vacated; (iv) he or she becomes bankrupt or
makes an arrangement or composition with his or her creditors generally;
(v) he or she is prohibited by law from being a director; or (vi) he or she
is removed from office pursuant to the articles of association.
Powers of the directors
The business of the Company will be managed by the Board who may
exercise all the powers of the Company, subject to the provisions of
the Company’s articles of association, the Companies Act 2006 and
any ordinary resolution of the Company.
Shares held in the Employee Benefit Trust
The trustee of The Sage Group plc Employee Benefit Trust (“EBT”) has
agreed not to vote any shares held in the EBT at any general meeting.
If any offer is made to shareholders to acquire their shares the trustee
will not be obliged to accept or reject the offer in respect of any shares
which are at that time subject to subsisting awards, but will have regard
to the interests of the award holders and will have power to consult
them to obtain their views on the offer. Subject to the above the
trustee may take action with respect to the offer it thinks fair.
Significant agreements
The following significant agreements contain provisions entitling the
counterparties to exercise termination or other rights in the event of
a change of control of the Company:
– Under a dual tranche US$551 million and €218 million five-year
multi-currency revolving credit facility agreement dated 26 June
2014 between, amongst others, Sage Treasury Company Limited
and Lloyds Bank plc (as facility agent) and guaranteed by the Company,
on a change of control, if any individual lender so requires and aer
having consulted with Sage Treasury Company Limited in good faith
for not less than 30 days following the change of control, the facility
agent shall, by not less than 10 business days’ notice to Sage Treasury
Company Limited, cancel the commitment of that lender and declare
the participation of that lender in all outstanding loans, together
with accrued interest and all other amounts accrued under the
finance documents, immediately due and payable, whereupon
the commitment of that lender will be cancelled and all such
outstanding amounts will become immediately due and payable.
– Under a note purchase agreement dated 11 March 2010 relating
to US$50 million senior notes, Series B, due 11 March 2016 and
US$50 million senior notes, Series C, due 11 March 2017 between the
Company and the note holders, on a change of control, the Company
will not take any action that consummates or finalises a change of
control unless at least 15 business days prior to such action it shall
have given to each holder of notes wrien notice containing and
constituting an offer to prepay all notes on a date specified in such
offer which shall be a business day occurring subsequent to the
effective date of the change of control which is not less than 30 days
or more than 60 days aer the date of the notice of prepayments.
Where a holder of notes accepts the offer to prepay, the prepayment
shall be 100% of the principal amount of the notes together with
accrued and unpaid interest thereon and shall be made on the
proposed prepayment date. No prepayment under a change of
control shall include any premium of any kind.
The Sage Group plc | Annual Report & Accounts 2015 95
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT