TRICORN GROUP plc. (Incorporated and registered in England and Wales with number )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, another appropriately authorised financial adviser without delay. If you have sold or transferred all of your Ordinary Shares in Tricorn Group plc, you should pass this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. TRICORN GROUP plc (Incorporated and registered in England and Wales with number ) APPROVAL OF A BUY-BACK OF SHARES BY THE COMPANY, A WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND NOTICE OF ANNUAL GENERAL MEETING The whole of this document is meant to be read in conjunction with the Annual Report and Accounts of the Company for the year ended 31 March 2010, a copy of which accompanies this document. Notice of an Annual General Meeting of the Company to be held at the offices of Malvern Tubular Components Limited, Spring Lane, Malvern, Worcestershire, WR14 1DA on 16 September 2010 at am is set out at the end of this document. A form of proxy for use by Shareholders at the Annual General Meeting is enclosed with this document. To be valid, the form of proxy must be completed, executed and returned in accordance with the instructions printed thereon so as to be received by the Company s registrars, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands, B63 3FA by no later than am on 14 September Completion and return of a form of proxy will not prevent Shareholders from attending and voting at the Annual General Meeting in person should they wish to do so. 1

2 CONTENTS Page Expected Timetable of Principal Events 2 Definitions 3 Part I Letter from the Chairman of the Company and explanatory notes to the Notice of Annual General Meeting 4 Part II Financial Information on the Company 9 Part III Memorandum regarding LTIP arrangements 10 Part IV Additional Information 13 Notice of Annual General Meeting 17 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Latest time and date for receipt of Forms of Proxy am on 14 September 2010 Annual General Meeting am on 16 September

3 DEFINITIONS The following definitions apply in this document and the accompanying Form of Proxy: 2010 Annual Report the annual report and accounts of the Company for the year ended 31 March and Accounts 2010, a copy of which accompanies this document; Act the Companies Act 2006; Annual General Meeting the Annual General Meeting of the Company to be held at am on or Meeting 16 September 2010; AIM AIM Rules Arbuthnot Securities Articles of Association Board or Directors Buy Back Resolution Circular City Code Company or Tricorn Concert Party Form of Proxy Group Independent Directors a market operated by the London Stock Exchange; the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) which govern the admission to trading on and the regulation of AIM; Arbuthnot Securities Limited; the articles of association of the Company from time to time; the Directors of Tricorn whose names are set out in paragraph 2.1 of Part IV of this document; the special resolution numbered 9 of the Shareholders to be proposed at the Annual General Meeting which will expire 15 months from the date of the resolution, unless previously renewed, varied, or revoked; this document; the City Code on Takeovers and Mergers; Tricorn Group plc; Mr Roger Allsop, Mrs Yvonne Allsop and the Roger Allsop Discretionary Settlement; the form of proxy accompanying this document for use at the Annual General Meeting; Tricorn and its subsidiaries; the Directors other than Roger Allsop; Independent Shareholders the Shareholders other than the Concert Party; London Stock Exchange LTIP New Articles Notice Ordinary Shares or Shares Panel Share Option Schemes Shareholders Whitewash Resolutions London Stock Exchange plc; the Tricorn Group plc executive incentive plan; the proposed new articles of association of the Company to be adopted at the Annual General Meeting; the notice of Annual General Meeting set out at the end of this document; the ordinary shares of 10p each in the capital of Tricorn; the Panel on Takeovers and Mergers; the Tricorn Group plc Enterprise Management Incentives Plan 2001 as amended, the LTIP and Unapproved Share Options granted by the Company; holders of Ordinary Shares; and the ordinary resolutions numbered 5 and 6 concerning the waiver of obligations under Rule 9 of the City Code to be proposed at the Annual General Meeting and set out in the Notice. References in this document to the Company s issued share capital exclude the 875,000 Ordinary Shares held in treasury. 3

4 PART I TRICORN GROUP plc (Company No: ) EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND LETTER FROM THE CHAIRMAN OF THE COMPANY Directors: Nicholas Paul CBE (Non-executive Chairman) Michael Welburn (Chief Executive Officer) Phillip Lee (Finance Director) Noel Silverthorne (Technical Director) Roger Allsop (Non-executive Director) Registered Office: Spring Lane Malvern Link Malvern Worcestershire WR14 1DA 18 August 2010 To Shareholders and, for information purposes only, the holders of options under the Share Option Schemes Dear Shareholder, ANNUAL GENERAL MEETING The notice of the twelfth Annual General Meeting of the Company to be held at the offices of Malvern Tubular Components Limited, Spring Lane, Malvern Link, Malvern, Worcestershire, WR14 1DA, at am on 16 September 2010 is set out at the end of this document and a copy of the 2010 Annual Report and Accounts and a Form of Proxy for use at the Annual General Meeting accompany this letter. The Notice sets out the resolutions to be proposed at the Annual General Meeting and this letter explains their terms more fully. Information on current trading and future prospects of the Company is set out in the Chairman s and Chief Executive s statements in the 2010 Annual Report and Accounts. Resolution 1: Report and Accounts The Directors present to the meeting the report and the accounts of the Company for the financial year ended 31 March 2010, together with the report of the Company s auditors. Resolution 2: Remuneration Report The Board is not obliged as Directors of a company whose Shares are admitted to trading on AIM or pursuant to the AIM Rules to publish a remuneration report. However, the Board considers it good corporate governance practice to comply with sections 420 to 422 inclusive of the Companies Act 2006 and do so by presenting its remuneration report to Shareholders set out in the Company s 2010 Annual Report and Accounts. The remuneration policy, which was first approved by Shareholders in 2003, remains unaltered. The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company s overall objectives. Resolution 3: Re-election of Directors Article 106 of the Articles of Association requires that at each Annual General Meeting one-third of the current Directors must retire as Directors by rotation. Where the number of Directors is not three or a number divisible by three the minimum number of Directors to retire will be the number which is nearest to and less than one-third. There are presently five Directors and Roger Allsop stands for re-election at this meeting. Biographical details of all Directors can be found on our website and are contained within the 2010 Annual Report and Accounts. The Corporate Governance Report contains details on the role of the Board and its committees. 4

5 Resolution 4: Reappointment of Auditors and Remuneration of Auditors On the recommendation of the audit committee the Board proposes that Grant Thornton UK LLP be reappointed as the Company s auditors and that the audit committee be authorised to determine the level of remuneration of the auditors. Resolutions 5 and 6: Waiver of Obligations under Rule 9 of the City Code ( Whitewash Resolutions ) In common with a number of other quoted companies, the Directors seek by the Buy Back Resolution, referred to further hereafter, Shareholder approval of a resolution to give limited authority to the Company to make market and off market purchases of Ordinary Shares. As stated under the heading Resolution 9: Buy Back Resolution below, the Directors consider that the renewal of the ability of the Company to make market and off market purchases of Ordinary Shares would be in the best interests of the Company and its Shareholders as a whole. Furthermore, the Independent Shareholders, that is all the Shareholders other than Roger Allsop, a Director of the Company, Mrs Yvonne Allsop and the Roger Allsop Discretionary Settlement, need to approve the waiver of the obligation on Roger Allsop and parties connected to him which would otherwise arise under Rule 9 of the City Code as a result of the proposed purchases of Ordinary Shares by the Company as explained later in this document. Roger Allsop, as described by the following paragraphs, held approximately per cent. of the Company s issued share capital on and prior to 10 March 2010 when the Company exercised the authority granted to it by Shareholders at the Company s 2009 Annual General Meeting to make market purchases of its own Shares. This holding comprised 11,220,000 Ordinary Shares held as to 4,920,000 in his own name, 5,600,000 in the name of his wife and 700,000 in the Roger Allsop Discretionary Settlement (of which Mr Allsop is a trustee, but not a beneficiary). Mrs Yvonne Allsop and the Roger Allsop Discretionary Settlement are the only connected persons to Mr Allsop and for this reason hereinafter the holding is generally referred to as that of Mr Allsop or the Concert Party. Under Rule 9 of the City Code, any person who acquires an interest (as such term is defined in the City Code) in shares, which taken together with the shares in which he, and any person acting in concert with him, are interested, carry 30 per cent. or more of the voting rights in a company which is subject to the City Code, is normally required to make a general offer to all of the remaining Shareholders to acquire their shares. Similarly, when any person, together with any persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent., but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, and such a person or any person acting in concert with him acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, a general offer would normally be required to be made to the remaining Shareholders to acquire their shares. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in ordinary shares in the Company during the 12 months prior to the announcement of the offer. Roger Allsop s direct and indirect interest in the Shares (by number) has remained unchanged since the admission to trading on AIM of the Shares in 2001, at which point Mr Allsop s direct and indirect interest in the Company s issued share capital was approximately per cent. However, this holding as a percentage of the Company s issued share capital has subsequently been diluted as a result of various issues of Shares to fund acquisitions, cash placings, and the exercise of share options over Ordinary Shares, culminating in the holding being approximately per cent. in March Under Rule 37 of the City Code, any increase in the percentage holding of a Shareholder which results from a company buying back its own shares will also be treated as an acquisition for the purposes of Rule 9 of the City Code. This means that any buy-back by the Company of Ordinary Shares pursuant to the authority being sought by the Buy Back Resolution would, unless Mr Allsop were also to participate in the buy-back of Shares so as to maintain his current shareholding level, result in him being obliged to make an offer for the Company. The inadvertent consequence of the buy-back by the Company of 875,000 Shares on 10 March 2010 at a price of 5.5 pence per Share was to increase the Concert Party s shareholding from approximately per cent. to approximately per cent. The buy-back was conducted by the Company to protect Shareholder value following a technical market matter which had resulted in a material fall in the price of the Shares. The 875,000 Shares which were bought by the Company are held in treasury and are no longer treated as part of the Company s issued share capital. Details of the uses which may be made of treasury shares are explained further under Resolution 8 below. 5

6 The Panel has agreed, subject to Resolution numbered 5 in the Notice being passed on a poll by Independent Shareholders (namely those Shareholders other than the Concert Party), to retrospectively waive the inadvertent breach of the City Code which occurred on 10 March 2010 under Rule 9 of the City Code which would otherwise have obliged the Concert Party to make a mandatory offer for Ordinary Shares not already owned by the Concert Party as a consequence of the Company implementing the authority given by Shareholders at the Company s Annual General Meeting held on 17 September Shareholders should be aware that if Independent Shareholders do not approve retrospectively the breach of the City Code and consequential consolidation of the Concert Party s shareholding, then the Concert Party will have to sell sufficient Shares to restore its holding to the level as it was prior to 10 March Moreover, the Panel has agreed, subject to Resolution numbered 6 in the Notice being passed on a poll by Independent Shareholders, to waive the obligation of the Concert Party to make a mandatory offer for the Ordinary Shares not already owned by the Concert Party as a consequence of the Buy Back Resolution being passed. For the avoidance of doubt, this waiver only applies in respect of increases in the shareholdings of Mr Allsop (and/or the Concert Party) resulting solely from purchases by the Company of its own Shares where the market or off market purchases are made pursuant to the Buy Back Resolution. The waiver does not apply to any other authority sought for the Company to purchase its own Shares after the date of the 2010 Annual General Meeting or any shareholding increase in relation to any Shareholder other than Mr Allsop and/or the Concert Party. If Independent Shareholders approve the Whitewash Resolutions and the Company was to exercise in full the rights granted by Resolution 9 below, if passed, then the Concert Party s maximum voting rights would increase to per cent. If Independent Shareholders do not approve Resolution 5, the Concert Party would be obliged to reduce its shareholding to the percentage held prior to the Share buy-back on 10 March 2010, being approximately per cent. If Independent Shareholders subsequently approve Resolution 6 and the Company was to exercise in full the rights granted by Resolution 9 below, if passed, then the Concert Party s maximum voting rights would increase to approximately per cent. The Concert Party does not seek any changes to the Board and the Concert Party has confirmed that it would be their intention that, following any increase in the Concert Party s proportionate shareholding as a result of any purchase of Shares by the Company, the business of the Company would continue in substantially the same manner as at present, with no major changes. With this in mind, there will be no repercussions on employment or the location of the Company s places of business and no redeployment of the Company s fixed assets. The Concert Party has no intention to prejudice the existing employment rights, including pension rights, of any of the employees or management of the Company nor to procure any material change in the conditions of employment of any such employee or management. Voting on the Whitewash Resolutions (Resolutions 5 and 6) will be by means of a poll of Independent Shareholders. The Concert Party will not vote on these resolutions. Resolutions 7 and 8: To Renew Powers of the Board to Allot Shares The Act prevents directors from allotting unissued shares without the authority of Shareholders in General Meeting. In certain circumstances this could be unduly restrictive. The Articles of Association empower the Directors to allot unissued Shares, but the power is subject to Shareholder renewal. Renewal of this power is sought until the conclusion of the 2011 Annual General Meeting or fifteen months from the date of the passing of this resolution, whichever is the earlier, subject to the limitation specified in Resolution 7. Resolution 8 disapplies Shareholder pre-emption rights over the allotment of certain Shares for cash. Resolution 7, which is an ordinary resolution, provides for the Section 551 amount to be 1,000,000 representing per cent. of the Company s existing issued share capital. This amount is the aggregate of 734,000 (being per cent. of the Company s issued share capital) and 266,000 (being 8.28 per cent. of the Company s current issued share capital and the amount required to meet existing rights of subscription pursuant to options which have been granted over Shares). Other than the allotment of Shares under the Tricorn Share Option Schemes the Directors have no present intention of using this authority for the allotment of further Shares. Resolution 8 provides the Board with authority to allot Ordinary Shares (or sell any Shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings. The aggregate nominal amount of 321,450 represents 10 per cent. of the Company s existing issued share capital. This authority will expire at the earlier of the conclusion of next year s Annual General Meeting and 15 December

7 Resolution 9: Buy Back Resolution (This note should be read in conjunction with that relating to Resolutions 5 and 6 above) In some circumstances companies may find it advantageous to purchase their own shares in the market or off market. This can lead to increases in future earnings on those shares not so purchased. This resolution complies with investor guidelines, which limit share purchases by a company to 10 per cent. of the issued share capital per annum. The Directors will only exercise this authority after considering the effects on earnings per Share and the benefits for Shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account before deciding upon this course of action. Save to the extent purchased pursuant to the treasury shares provisions of the Act, any Shares purchased in this way will be automatically cancelled and the number of issued Shares will be reduced accordingly. Shares purchased by the Company as treasury shares are permitted to be held and dealt with by the Company (including selling the Shares or transferring them for the purposes of employee share schemes or cancelling them) subject to certain limitations. This resolution specifies the maximum number of Shares that may be acquired (10 per cent. of the Company s current issued share capital) and the maximum and minimum prices at which they may be bought. Resolution 10: Amendment and Adoption of New Articles of Association It is proposed that the Company adopt new Articles of Association (the New Articles ) in order to update the Company s existing Articles of Association primarily to take account of changes in UK company law brought about by both the Companies (Shareholders Rights) Regulations 2009 ( Shareholders Rights Regulations ) which came into effect on 3 August 2009 and also the remaining provisions of the Act which were implemented on 1 October A summary of the main proposed amendments to the existing Articles of Association is presented below. The full terms of the proposed amendments to the existing Articles of Association are available for inspection at the registered office of the Company and at Orme & Slade Limited, National Westminster Bank Chambers, The Homend, Ledbury, Herefordshire, HR8 1AB, during normal business hours, until the close of the Annual General Meeting on Thursday 16 September 2010, and on that day at the place of the Meeting from at least 15 minutes prior to the Meeting until it concludes. General The proposed amendments to the existing Articles of Association reflect the updating of references and definitions from the Companies Act 1985 to the corresponding references and definitions in the Act and the making of minor or technical changes or renumbering of articles to reflect the consolidation of changes approved in previous years. Voting by Proxies on a Show of Hands The Act as amended by the Shareholders Rights Regulations provides that each proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member and has been instructed by one or more members to vote against the resolution, in which case the proxy shall have one vote for and one vote against. The existing Articles of Association are being amended to reflect this change. Adjournments for Lack of Quorum Under the Act as amended by the Shareholders Rights Regulations, General Meetings adjourned for lack of a quorum must be held at least ten clear days after the original meeting. The existing Articles of Association are being amended to reflect this requirement. Voting Record Date Under the Act as amended by the Shareholder s Rights Regulations the Company must determine the rights of the members to vote at a General Meeting by reference to the Register of Members not more than 48 hours before the time of the holding of that meeting, not taking into account days which are not working days. The existing Articles of Association are being amended to reflect this requirement. 7

8 Resolution 11: Tricorn Long Term Incentive Plan 2010 ( LTIP ) Your Board and its Remuneration Committee has a policy of providing executive remuneration packages designed to attract, motivate and retain executive Directors of the calibre necessary to maintain the Group s position and reward them for enhancing Shareholder value and return. To that end, the Board wishes to see certain of its executive Directors benefiting from the opportunity to acquire Shares in the Company on the exercise of options or by purchase at market value. To achieve this objective the Board has undertaken a review of the long term incentives of the Company to ensure that those objectives are directed to the increase in Shareholder value and to develop growth. The Company proposes therefore to introduce the LTIP as soon as possible to create focus and momentum. The Remuneration Committee has consulted the Company s major Shareholders who have indicated their support of the proposed arrangements. However, it is often the case that an individual Director does not have available readily disposable funds to make such an investment. By section 197(1) of the Act, the general prohibition on loans to directors is abolished and replaced with a shareholder approval for all companies that allow loan, quasi loans and guarantees to directors and connected persons. To facilitate the approval by shareholders, a written memorandum with details of the loan must be available to shareholders before approval is given. Furthermore, all companies may enter into credit transactions with the directors if prior shareholder approval has been obtained. The relevant memorandum, which summarises the key provisions of the LTIP and the maximum possible loan to the relevant executive Directors, is attached at Part III of this document and the Board seeks Shareholder approval to implement these provisions of the Act for the benefit of the Directors and the Company notwithstanding the provisions of sections of the Act and the concession provided by section 682(2)(c) of the Act together with the adoption of the LTIP. Resolution 12: Grant of Options As stated in relation to Resolution 11 above, the Board and its Remuneration Committee remain focused on incentivising the executive Directors for the benefit of Shareholders. With that in mind the Board is desirous of reviewing options hitherto, and to be, granted pursuant to the Company s Share Option Schemes. Action to be taken All Shareholders are entitled to attend and vote on all resolutions at the Annual General Meeting, except for the Concert Party which will not be entitled to vote on the Whitewash Resolutions. A Form of Proxy for use at the Annual General Meeting is enclosed. Whether or not you do intend to be present at the meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so that it is received by the Company s registrar, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA, no later than am on 14 September Completion and return of the Form of Proxy will not prevent you from attending the meeting and voting in person should you wish. Recommendation Your Directors believe that the proposals in relation to Resolutions 1 to 4 and 7 to 11, to be proposed at the Annual General Meeting, are in the best interests of the Company and its Shareholders as a whole and recommend Shareholders to vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings, consisting of 11,716,688 Ordinary Shares, representing approximately per cent. of the Company s issued share capital. The Independent Directors, who have been so advised by Arbuthnot Securities, consider that the proposals in relation to Resolutions 5 and 6, to be proposed at the Annual General Meeting, are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice to the Independent Directors, Arbuthnot Securities has taken into account the Independent Directors commercial assessments. Accordingly, the Independent Directors recommend Shareholders to vote in favour of resolutions 5 and 6 as they intend to do in respect of their own beneficial holdings, consisting of 496,688 Ordinary Shares, representing approximately 1.54 per cent. of the Company s issued share capital. Yours sincerely Nick Paul N C Paul CBE Chairman 8

9 PART II FINANCIAL INFORMATION ON TRICORN Please refer to the audited consolidated report and accounts of the Group for the years ended 31 March 2009, available on and 31 March 2010, which are enclosed with this Circular. 9

10 PART III MEMORANDUM REGARDING LONG TERM INCENTIVE PLAN ( LTIP ) ARRANGEMENTS Set out below is a description of the main features of the LTIP and how it will be operated. Overview The LTIP participants will be restricted to the key executive Directors of the Company, respectively as the date hereof, Michael Welburn (Chief Executive Officer) and Phillip Lee (Group Finance Director). Noel ( Nick ) Silverthorne, the Company s Technical Director, has announced his intention to retire on or around 31 May 2011 and therefore he will not participate in the LTIP. Under the LTIP, the participants will be granted options giving a right to subscribe for Ordinary Shares in the capital of the Company, presently limited to 1,800,000 Ordinary Shares in total, apportioned as to per cent. to Michael Welburn (being 1,000,000 Ordinary Shares) and per cent. to Phillip Lee (being 800,000 Ordinary Shares). The overall number of Shares subject to the LTIP will be capped at 3,000,000. The Board of Directors will have discretion to recommend additional participants to the LTIP and in consequence increase, within the cap of 3,000,000 Shares, the number of Ordinary Shares available under the LTIP to appropriately qualified executive Directors of the Company or, if appropriate, its subsidiaries. Type of Award Under the LTIP, the Company has the flexibility to grant awards in the most tax effective manner. Operation It is intended to grant options under the LTIP to each of Michael Welburn and Phillip Lee shortly after Shareholder approval is forthcoming. Eligibility Executive Directors of the Company (but not non-executive Directors and save as above) are eligible to participate in the LTIP. Participation, as in the present proposals for Michael Welburn and Phillip Lee, will be determined by the Remuneration Committee ( Remco ). Performance Conditions The ability to exercise options under the LTIP will be conditional on the satisfaction of the performance conditions described below. The vesting of options under the LTIP is dependent upon Share price targets being attained for a continuous period of ten trading days. Upon each such target being achieved the participants shall be entitled to exercise the vested options by the purchase of up to the maximum number of Shares so vested and available to the relevant executive under that tranche of Shares subject to the LTIP. The criteria in the case of each of Michael Welburn and Phillip Lee are that the option will vest in tranches of 200,000 for Michael Welburn and 160,000 for Phillip Lee upon Share price targets of 20p, 25p, 30p, 35p and 40p being achieved within a period of five years from the date of grant. The awards will not vest and no options will be exercisable unless the Share price hurdle has been achieved. The Remco may also vary, adjust or waive the performance conditions applying to the award to take account of events the Remco considers exceptional, provided that where the conditions are amended, they are in the opinion of the Remco fair and reasonable but no less challenging than the original conditions would have been but for the event. 10

11 Individual Limits The limits applicable to each of Michael Welburn and Phillip Lee are as stated above. The grant of options under the LTIP is not pensionable. Leaving Employment The right to exercise options granted under the LTIP will lapse where participants leave the Company for any reason before the end of the performance period unless the Remco determines otherwise. If the Remco determines that an option should vest then it will not normally vest until the original vesting criteria have been attained. The number of Shares subject to the option will be reduced on a pro rata basis to take account of the proportion of the performance period when the participant was not in the Company s employment, unless the Remco decides otherwise. In exceptional circumstances, the Remco may in its discretion decide that the option should vest at the time of leaving based on the extent to which the performance conditions have been satisfied at the time of leaving. If this occurs options will be prorated for time served as described above unless the Remco decides otherwise. Where a participant leaves after the end of the performance period due to ill health, injury or disability, retirement, redundancy, death or where there is a sale of the Company or a significant element of its business, or for other reasons specifically allowed by the Remco, then awards will continue and vest in full (to the extent that the performance condition was satisfied) on the normal date of vesting (or exceptionally at the time of leaving) unless the Remco decides otherwise. If the participant leaves for any other reason then any unvested award will lapse. Change in Control, Merger or other Reorganisation On a takeover, scheme of arrangement, merger or other corporate reorganisation, the number of options to be granted (if any) will be calculated by applying the performance conditions as at the date of the event. Time prorating will apply. Alternatively, participants may be allowed or required by the Company to exchange their awards for awards in another company. Variations in Share Capital Participants will be informed by the Company where there is a variation in the share capital of the Company, a demerger or a special dividend. Upon such an event the Remco may adjust the options awarded or to be awarded in any way that it considers appropriate. Rights Options, and/or conditional awards thereunder, will not enjoy any Shareholder rights until the Shares have been acquired by the participants. Options are not transferable except on death. Any Shares issued under the LTIP will rank equally with Shares of the same class and in issue on the date of allotment except in respect of rights by reference to a record date prior to the date of allotment. In addition, treasury shares may be used to satisfy awards. Dilution Limits In any ten year period, not more than 20 per cent. of the issued ordinary share capital of the Company may be issued or committed to be issued under the LTIP and all other employee share plans operated by the Company. If Shares are transferred from treasury to satisfy awards and/or options, these will also be counted towards the dilution limits for as long as this is required by the Association of British Insurers Guidelines. Amendments The Company may amend the LTIP as it considers appropriate. However, Shareholder approval will be required to amend certain provisions of the LTIP if the amendments are to the advantage of the participants (except for minor amendments to benefit the administration of the LTIP, to take account of changes in legislation or to obtain favourable tax, exchange control or regulatory treatment). These provisions relate to eligibility, individual and plan limits, the basis for determining rights to Shares, rights attaching to Shares, rights in the event of a variation in the Company s share capital and the amendment powers. 11

12 Loans to Directors To enable the participants to exercise options to facilitate the acquisition of Shares in the capital of the Company the Company wishes to take advantage of the provisions contained in section 197(1) of the Act. The Board seeks Shareholder approval pursuant to section 197(1) to make loans to the participants of such sum as may be necessary to a maximum of 100,000 in the case of Michael Welburn and 80,000 in the case of Phillip Lee to enable, subject to the attainment of the relevant performance criteria, the subscription for Ordinary Shares pursuant to the options granted under the LTIP. The sums so advanced will be secured by the deposit with the Company of the Shares so acquired on terms that the participant provides an irrevocable undertaking to repay the loan or that part thereof which is attributable to the acquisition of each tranche of Shares under the LTIP upon any dealing in such Shares or by 30 September 2020 if, prior to such longstop date, repayment has not been made. The Company shall be entitled to sell the Shares subject to such loan or loans upon any event of default on the part of a participant. The loan will become repayable forthwith upon any participant leaving the employ of the Company except as described in the paragraph headed Leaving Employment above. 12

13 PART IV ADDITIONAL INFORMATION 1. Responsibility The Directors, whose names appear in paragraph 2.1 below, accept responsibility for the information contained in this document, other than that representing the recommendation relating to the Whitewash Resolutions set out in relation to Resolutions numbered 5 and 6 in the Chairman s Letter, for which the Independent Directors accept responsibility. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The members of the Concert Party, whose names and addresses are set out in paragraph 3 below, accept responsibility for the information about the Concert Party contained in this document. To the best of the knowledge and belief of the members of the Concert Party (who have taken all reasonable care to ensure that such is the case) the information about the Concert Party contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Directors 2.1 The Directors of Tricorn are: Nicholas Paul CBE (Non-executive Chairman) Michael Welburn (Chief Executive Officer) Phillip Lee (Finance Director) Noel Silverthorne (Technical Director) Roger Allsop (Non-executive Director) 2.2 The principal activity of the Company is as the holding company for a group of companies that develop and manufacture pipe solutions to a growing and increasingly international customer base. 2.3 M I Welburn and N Silverthorne have service agreements with the Group respectively dated 8 January 2004 and 30 November 2001 which are terminable on not less than twelve months written notice given by either party to the other at any time. M I Welburn s present remuneration amounts to 143,000 per annum and that of N Silverthorne 63,000. P Lee has a service agreement with the Group dated 10 February 2009 which is terminable on not less than six months written notice given by either party to the other at any time. His present remuneration is 111,000 per annum. For all other executive benefits please refer to the 2010 Annual Report and Accounts. N C Paul CBE and R Allsop have letters of appointment with the Group which are terminable upon six months written notice being given by either party, respectively dated 29 November 2001 and 15 August 2008 and their remuneration is 25,000 and 10,000 per annum respectively. None of these agreements or letters of appointment has been amended in the six months preceding the date of this document. 3. Concert Party 3.1 The name and address of each member of the Concert Party together with details of their existing shareholdings in the Company are as follows: % of existing issued Name Number of Ordinary Shares ordinary share capital Roger Allsop 4,920, Yvonne Allsop 5,600, Roger Allsop Discretionary Settlement 700, Roger Allsop is currently a non-executive Director of Tricorn. His address is Tattersalls, Hope End, Ledbury, Herefordshire, HR8 1JQ. 3.3 Yvonne Allsop is the wife of Roger Allsop. Her address is Tattersalls, Hope End, Ledbury, Herefordshire, HR8 1JQ. 13

14 3.4 The Roger Allsop Discretionary Settlement is a discretionary trust whose trustees are Roger Allsop and David Andrew Rushton, both of National Westminster Bank Chambers, The Homend, Ledbury, Herefordshire, HR8 1AB. The discretionary beneficiaries are: (a) any widow of the Settlor (Roger Allsop); (b) Simon Timothy Davies, the Settlor s stepson; (c) the children and descendants of (b); (d) the spouses and former spouses of (b) and (c) above; any person nominated to the trustees by the Settlor, or (after the death of the Settlor) elected by a unanimous decision of the trustees being not less than two in number. 3.5 Other than acting as nominated adviser and broker to the Company, of which Roger Allsop is a nonexecutive Director, Arbuthnot Securities has no other relationship, arrangement or understanding with the Concert Party. 4. Interests and Dealings 4.1 As at the close of business on 17 August 2010 (being the last practicable date prior to the publication of this document), the interests of the Directors and their immediate families, and the interests of persons connected with them (within the meaning of sections 252 to 255 of the Companies Act 2006) in the issued share capital of the Company, were as set out below: % of existing issued Director Number of Ordinary Shares ordinary share capital Nicholas Paul 300, Michael Welburn 100, Phillip Lee 55, Noel Silverthorne 41, Roger Allsop 11,220, The Directors listed below hold the following options over Ordinary Shares: Number of Ordinary Shares subject Exercise Date of Director Date of Grant Plan to Option Price ( ) Expiry Nicholas Paul Michael Welburn Unapproved 306, Michael Welburn Unapproved 375, Michael Welburn EMI Scheme 500, Michael Welburn EMI Scheme 250, Michael Welburn EMI Scheme 193, Noel Silverthorne EMI Scheme 200, Noel Silverthorne EMI Scheme 150, Phillip Lee EMI Scheme 500, Roger Allsop 4.3 As stated in paragraph 4.1 above, as at 17 August 2010, being the last practicable date before the publication of this document, the Concert Party held 11,220,000 Shares representing approximately per cent. of the Company s existing issued share capital. 4.4 Other than as disclosed in this document, during the period of 12 months immediately prior to the date of this document, there have been no dealings for value in Ordinary Shares nor have any Ordinary Shares been borrowed or lent by the Company or any member of the Concert Party or the Directors (or their immediate families or persons connected with them). 4.5 Other than as disclosed in paragraphs 4.1, 4.2 and 4.4 above, no member of the Concert Party, no Director of the Company, no person acting in concert with the Company or the Directors or any member of the Concert Party, no pension fund of the Company, no employee benefit trust of the Company or any connected advisers to anyone acting in concert with the Company, or any person controlling, controlled by or under the same control as any such connected advisers (other than an exempt principal trader or an exempt fund manager) is interested in any Ordinary Shares or has a short position (whether conditional or absolute), any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of or in any Ordinary Share. 14

15 4.6 Any market or off market purchases of Ordinary Shares by the Company would be made from the Company s distributable reserves and therefore there are no financing arrangements in place. As such, there is no arrangement relating to the purchase of Ordinary Shares where the payment of interest on, repayment of or security for any liability (contingent or otherwise) is dependent to any significant extent on the business of the Company. In this paragraph 4 references to: (i) (ii) control means a holding, or aggregate holdings, of Shares carrying 30 per cent. or more of the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether or not the holding(s) give(s) de facto control; and relevant securities means Ordinary Shares and securities convertible into, rights to subscribe for, derivatives referred to, short positions (including a short position under a derivative) and options (including traded options) in respect of, Ordinary Shares. 5. Potential Voting Rights of the Concert Party If the authority conferred by Resolution number 9 as set out in the Notice were to be implemented in full, then, assuming no increase in the current issued share capital of the Company, the maximum voting rights attributable to the Ordinary Shares held by the Concert Party would represent per cent. of all the voting rights of the Company. If Independent Shareholders do not approve Resolution 5, the Concert Party would be obliged to reduce its shareholding to the percentage held prior to the share buy-back on 10 March 2010, being approximately per cent. If Independent Shareholders subsequently approve Resolution 6 and the Company was to exercise in full the rights granted by Resolution 9, if passed, then the Concert Party s maximum voting rights would increase to approximately per cent. 6. Middle Market Quotations Set out below are the closing middle market quotations for an Ordinary Share for the first dealing day of each of the six months immediately preceding the date of this document and for 17 August 2010 (being the last practicable date prior to the publication of this document): Date (2010) Price per Ordinary Share (pence) 1 March April May June July August August General 7.1 Arbuthnot Securities has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which they appear. 7.2 There is no agreement, arrangement or understanding (including any compensation arrangement) between the Concert Party and any person acting in concert with any of them and any of the Directors, recent Directors, Shareholders or recent Shareholders having any connection with or dependence upon the proposals set out in this document. 7.3 No agreement, arrangement or understanding exists whereby the Ordinary Shares acquired by the Company pursuant to the authority conferred by the Buy Back Resolution will be transferred to any other person. 7.4 There has been no material change in the financial or trading position of the Company since 31 March 2010, being the date to which its most recent report and accounts were made up. 15

16 8. Material Contracts There are no material contracts which have been entered into by the Company, otherwise than in the ordinary course of business, during the two years immediately preceding the date of this document, which are or may be material or contain provisions under which the Company has a continuing obligation or entitlement which is material to the Company at the date of this document: 9. Documents on display Copies of the documents listed below may be inspected at the offices of Orme & Slade Limited during usual business hours on any business day up to and including 16 September 2010 and will also be available for inspection at the Annual General Meeting for at least 15 minutes prior to and during the meeting. In addition, each of the documents will be available on the Company s website at the memorandum and articles of association of the Company; 9.2 the New Articles; 9.3 the published audited consolidated report and accounts of the Group for the years ended 31 March 2009 and 31 March 2010; 9.4 the consent letter referred to in paragraph 7.1 above; and 9.5 this document. 16

17 TRICORN GROUP plc (Incorporated and registered in England and Wales with number ) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the twelfth Annual General Meeting of Tricorn Group plc (the Company ) will be held at the offices of Malvern Tubular Components Limited, Spring Lane, Malvern, Worcestershire, WR14 1DA on 16 September 2010 at am, the business of which will be: ORDINARY BUSINESS 1. To receive and consider the accounts for the financial year ended 31 March 2010, together with the reports of the Directors and auditors. 2. To approve the Directors Remuneration Report for the financial year ended 31 March To re-elect Roger Allsop as a Director of the Company. 4. That Grant Thornton UK LLP be and are hereby reappointed as auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company and to authorise the audit committee of the Company to determine their remuneration. SPECIAL BUSINESS 5. To resolve as an ordinary resolution: That the grant of the waiver by the Panel on Takeovers and Mergers described in the Circular, of which this Notice forms a part, of any requirement under Rule 9 of the City Code on Takeovers and Mergers for Roger Allsop and all persons connected with him to make a general offer to Shareholders of the Company as a result of the exercise on 10 March 2010 of the authority to make market purchases granted by resolution number 8 in the resolutions passed at the Annual General Meeting of the Company held on 17 September 2009 be and is hereby approved. 6. To resolve as an ordinary resolution: That the grant of the waiver by the Panel on Takeovers and Mergers described in the Circular, of which this Notice forms a part, of any requirement under Rule 9 of the City Code on Takeovers and Mergers for Roger Allsop and all persons connected with him to make a general offer to Shareholders of the Company as a result of any exercise of the authority to be granted by Resolution 9 below to allow the Company to make market and off market purchases of up to 10 per cent. of the Ordinary Shares of 0.10 pence in issue at the date of the Resolutions respectively numbered 5 above and 9 below be and is hereby approved. 7. To resolve as an ordinary resolution: That 7.1 for the purposes of section 551 of the Act the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of 1,000,000 (being approximately one-third of the current issued share capital) provided that such authority, unless reviewed, shall expire at the conclusion of the next Annual General Meeting following the date of this meeting (or (if sooner) 15 months from the date of the passing of this resolution) but be capable of previous revocation or variation from time to time by the Company in General Meeting; 7.2 the Company may make any offer or agreement before the expiry of this authority that would or might require relevant securities to be allotted after this authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement as if this authority had not expired; and 7.3 the authority confirmed by this resolution shall revoke and supersede any and all previous authorities to allot relevant securities given to the directors to the extent the same have not previously been utilised or revoked and have not expired. 17

18 8. To resolve as a special resolution: That 8.1 the Directors be and are hereby empowered pursuant to section 571 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 in this Notice and sell pursuant to section 573 of the Act equity securities held by the Company as treasury shares (as defined by section 724 of the Act) for cash as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares: (a) in connection with an offer by way of rights, open offer or other pre-emptive offer in favour of the holders of Ordinary Shares in the Company where the equity securities respectively attributable to the holders of Ordinary Shares in the Company are proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them but subject to such exclusions or other arrangements as the Directors may deem fit, necessary or expedient in relation to the fractional entitlements or legal or practical problems arising in respect of the laws of, or the requirements of, any recognised regulatory body or any stock exchange otherwise, in any overseas territory; and (b) otherwise than pursuant to sub-paragraph (a) of this resolution up to an aggregate amount of 321,450; 8.2 the power hereby confirmed shall expire on the conclusion of the next Annual General Meeting following the date of this resolution (or (if sooner) 15 months from the date of passing of this resolution) but may be previously revoked or varied by special resolution; and 8.3 the power hereby confirmed shall enable the Company to make any offer or agreement before the expiry of that power that would or might require equity securities to be allotted or treasury shares to be sold after such power expires and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement subject to the limits prescribed by paragraph 8.1 of this resolution as if the power hereby confirmed had not expired. 9. To resolve as a special resolution: That the Company be authorised generally and unconditionally, for the purposes of section 701 of the Act, to make market and off market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares provided that: (a) the maximum number of Ordinary Shares that may be acquired is 3,214,500 being 10 per cent. of the Company s existing issued share capital; (b) (c) the minimum price per Share that may be paid for any such Shares is 0.01 pence; and the maximum price that may be paid for any such Shares is not more than the higher of (i) an amount equal to 105 per cent. of the average market value for an Ordinary Share, as derived from the London Stock Exchange Business List, for the five business days prior to the day on which the purchase is made; or (ii) that stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; and (iii) such authority shall expire at the earlier of the close of the next Annual General Meeting or 15 December 2011 except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after such expiry and to purchase Shares in accordance with such contract as if the authority conferred had not expired. 18

19 10. To resolve as a special resolution: That (a) the Company s Articles of Association be hereby amended by deleting all the provisions of the Company s memorandum of association which, by virtue of section 28 of the Companies Act 2006 (the Act ) are to be treated as provisions of the Company s Articles of Association; and (b) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association in substitution for, and to the exclusion of, the existing Articles of Association. 11. To resolve as an ordinary resolution: That the rules of the Tricorn Long Term Incentive Plan 2010 ( LTIP ) contained in the document produced to the meeting and signed by the Chairman for the purpose of identification be approved and adopted and that the Company be permitted to make loans in accordance with sections 197 and 682 of the Act to certain executive Directors to enable, if required, those executive Directors to implement the provisions of the LTIP as apply to them notwithstanding the terms of section 678 of the Act. 12. To resolve as an ordinary resolution: That the Board be and is hereby authorised to grant options and/or rebase existing options over unissued Ordinary Shares in the capital of the Company in accordance with the Tricorn Share Option Schemes. Registered Office: Spring Lane Malvern Link Malvern Worcestershire WR14 1DA Registered Number By Order of the Board Michael Greensmith Michael Greensmith Secretary Dated 18 August

20 NOTES: (1) A member of the Company may appoint one or more proxies to attend and, on a poll, to vote instead of the member. A Proxy of a member need not also be a member. (2) The instrument appointing a Proxy, and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited with the Company s Registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA not less than 48 hours before the time for holding the meeting. A Form of Proxy accompanies this document for use by members. (3) Completion of the Form of Proxy will not preclude a member from attending and voting in person. (4) Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a nominated person ) does not have the right to appoint a Proxy. However, a nominated person may, under an agreement between him and the Shareholder by whom he was nominated, have a right to be appointed (or have someone else appointed) as a Proxy. If a nominated person has no such Proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the person holding the Shares as to the exercise of voting rights. (5) Any corporation which is a member of the Company may authorise a person (who need not be a member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf. (6) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 the Company specifies that only those Shareholders registered in the Register of Members of the Company as at am on 14 September 2010 (the Specified Time ) shall be entitled to attend or vote at the Annual General Meeting in respect of the number of Shares registered in their names at that time. Changes to entries on the relevant register of members (the Register ) for certificated or uncertificated Shares of the Company after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. Should the Annual General Meeting be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of Shareholders to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Annual General Meeting. Should the Annual General Meeting be adjourned for a longer period, to be so entitled, Shareholders must have been entered on the Register at the time which is 48 hours before the time fixed for the adjourned Annual General Meeting or, if the Company gives notice of the adjourned Annual General Meeting, at the time specified in the Notice. (7) Voting on Resolutions 5 and 6 will be conducted on a poll of Independent Shareholders to comply with the requirements of the Panel on Takeovers and Mergers. (8) There are no Directors service contracts of more than one year s duration. (9) Copies of Contracts of Service and letters of appointment (including indemnities) between any Director and the Company or its subsidiaries are available for inspection at the registered office of the Company during normal business hours and will also be available for inspection at the place of the Annual General Meeting until the conclusion of the Annual General Meeting. 20