HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 without delay. If you have sold or otherwise transferred all your Ordinary Shares in Henderson Private Equity Investment Trust plc (the Company ), please forward this document, but not the accompanying personalised Form of Proxy, as soon as possible 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. If you have sold or transferred only part of your holding of Ordinary Shares in the Company, you should retain this document and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. LR13.3.1(4) LR13.3.1(6) HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC (A public limited company incorporated in England & Wales with registered no ) Recommended Members Voluntary Liquidation of the Company and Notice of General Meeting Notice of a General Meeting of the Company, which is to be held at a.m. on Thursday, 27 June 2013 at 201 Bishopsgate, London EC2M 3AE, is set out at the end of this document. Shareholders are requested to return the blue Form of Proxy accompanying this document. To be valid, the Form of Proxy must be completed and signed in accordance with the instructions thereon and returned so as to be received by Capita Registrars at PXS, 34 Beckenham Road, Beckenham BR3 4TU as soon as possible and, in any event, so as to arrive not later than a.m. on Tuesday, 25 June

2 Expected Timetable Date from which it is advised that dealings in Shares should only be for cash settlement and immediate delivery of documents of title Latest time and date for receipt of Forms of Proxy for use at the General Meeting Latest time for delivery to Registrars of documents of title relating to dealings in Shares subject to cash settlement Close of Register and Record Date for participation in the Members Voluntary Liquidation Suspension of Shares from trading on the London Stock Exchange and suspension of listing on the Official List of the UK Listing Authority General Meeting to approve the Members Voluntary Liquidation close of business on Friday, 21 June a.m. on Tuesday, 25 June p.m. on Wednesday, 26 June p.m. on Wednesday, 26 June a.m. on Thursday, 27 June a.m. on Thursday, 27 June 2013 Appointment of Liquidators Thursday, 27 June 2013 Cancellation of the listing of the Shares on the Official List and cancellation of admission to trading of the Shares on the Main Market Expected to be at 8.00 a.m. on Friday, 28 June 2013 First cash distribution to Shareholders* Expected to be on or around 15 July 2013 * Actual date to be determined by the Liquidators. The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange, and an announcement will be made through a Regulatory Information Service. All references to time in this document are to the time in London. 2

3 Definitions The following definitions apply throughout this document, unless the context requires otherwise: Articles of Association Board or Directors Capita Registrars Company Form of Proxy General Meeting or Meeting Liquidators London Stock Exchange Main Market Manager Members Voluntary Liquidation NAV or Net Asset Value Notice or Notice of General Meeting Official List Ordinary Shares or Shares Realisation Strategy the articles of association of the Company; the directors of the Company; a trading name of Capita Registrars Limited; Henderson Private Equity Investment Trust plc; the blue form of proxy accompanying this document for use by Shareholders in relation to voting at the General Meeting; the general meeting of the Company convened for a.m. on Thursday, 27 June 2013, notice of which is set out at the end of this document; the proposed joint liquidators of the Company, namely Gareth Rutt Morris and Andrew Martin Sheridan of FRP Advisory LLP; London Stock Exchange plc; the London Stock Exchange s main market for listed securities; Henderson Global Investors Limited; the proposed members voluntary liquidation of the Company; in relation to an Ordinary Share, its net asset value and in relation to the Company, the aggregate net asset value of the Ordinary Shares, in each case calculated in accordance with the Company s normal reporting policies from time to time; the notice of general meeting set out at the end of this document; the Official List of the UKLA; Record Date 6.00 p.m. on 26 June 2013; Register Registrars Resolution Shareholders UKLA or UK Listing Authority ordinary shares of 5 pence each in the capital of the Company; the strategy adopted by the Company in September 2010 to realise the Company s assets and return cash to Shareholders; the register of members of the Company; Capita Registrars; the special resolution set out in the notice of General Meeting to approve the Members Voluntary Liquidation of the Company; holders of Ordinary Shares; and United Kingdom Listing Authority. 3

4 Letter from the Chairman HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC (a public limited company incorporated in England and Wales with registered number ) Directors: John D Mackie CBE (Chairman) Terry M Connor (Senior Independent Director) Barry M Dean Ian J Orrock Registered Office: 201 Bishopsgate London EC2M 3AE 30 May 2013 Dear Shareholder Recommended Members Voluntary Liquidation of the Company 1. Background In the circular to Shareholders dated 8 November 2012 relating to the Third Tender Offer, the Chairman stated that the Board would like to be able to propose the voluntary liquidation of the Company as early as practicable in 2013, but that the timing would depend on realisations in the remainder of the invested portfolio. LR13.3.1(1) LR On 1 February 2013, the Company announced that it had received a cash distribution of 7.9 million in relation to the sale of Advantage Healthcare by Rutland Fund I. At 30 April 2013, the Company s cash and equivalents were approximately 10.4 million. The Company has only two remaining underlying portfolio companies, both of which are held in August Equity Partners I. At 30 April 2013, the Company s carrying value for its holding in August Equity Partners I was 3.9 million. Based on the latest information now available from August Equity Partners, this will be reduced to 3.7 million when the Company releases its 31 May 2013 NAV announcement in early June In view of the very advanced status of the Realisation Strategy, the Board is now proposing the Company s Members Voluntary Liquidation and the appointment of liquidators. The Board believes that approval of a Members Voluntary Liquidation at the General Meeting is in the best interests of the Company and Shareholders as a whole and recommends that you vote in favour of the Resolution at the General Meeting. 2. Members Voluntary Liquidation The Board has indicated since the Realisation Strategy was adopted in September 2010 that a voluntary liquidation would be the final part of the process. Shareholders will be able to realise their investment in the Company by way of a voluntary liquidation of the Company. The Members Voluntary Liquidation is conditional upon Shareholder approval of the Resolution. If the Resolution is not passed the Company shall continue in operation until other proposals can be put forward. If the Resolution is passed to place the Company in Members Voluntary Liquidation, the Liquidators will work with the Manager to realise the remaining investments and distribute further proceeds to Shareholders over forthcoming months. Unfortunately, it is not possible to indicate how long this process might take. So far as possible, the Liquidators and the Manager will seek to ensure that the Company s tax status as an investment trust is maintained throughout this process, although this cannot be guaranteed. LR13.3.1(2) LR13.3.1(3) 4

5 Subject to Shareholder approval, Gareth Rutt Morris and Andrew Martin Sheridan of FRP Advisory LLP will be appointed as joint liquidators to the Company and their remuneration shall be determined by the Company. Upon the appointment of the Liquidators, all powers of the Board will cease, the Board will stand down, and the Liquidators will be responsible for the affairs of the Company until it is wound up. Following their appointment the Liquidators will make an initial cash distribution, discharge the liabilities and satisfy all the creditors of the Company, divide the surplus assets of the Company among the Shareholders according to their respective rights and interests in the Company by way of further distributions and then dissolve the Company. 3. The Manager It is intended that the Manager, given its knowledge of the portfolio, will be retained to assist the Liquidator and will receive a time based fee of 500 per half day for its services. It is not expected to amount to more than 20 days input given the limited number of remaining portfolio companies. In addition, the Manager s current performance fee arrangements will endure throughout the Members Voluntary Liquidation and will be aligned with Shareholders interests in trying to maximise the value of the remaining investments and to achieve this as quickly as possible. As agreed when adopting the Realisation Strategy, the Manager is entitled to a performance fee depending on the level of cash it is able to return to Shareholders. The performance fee is 10 per cent. of the cash amounts returned to Shareholders above a cash hurdle, subject to a cap. The cash hurdle was originally set at 41,470,466 at the time of the adoption of the Realisation Strategy and increases at a rate of 8 per cent. compound per annum. Since the Realisation Strategy was adopted, approximately 60 million has been returned to Shareholders and, based on the anticipated first distribution from the Liquidators, a further 4 million is expected to be returned to Shareholders in July 2013, followed by a further similar amount in a few months time. A performance fee of approximately 1.1 million was paid to the Manager on 17 December 2012, with further amounts expected to be due to the Manager in respect of the Liquidators distributions and any other cash distributions made by the Company prior to the appointment of the Liquidators. 4. Registrars The Company s registrars, Capita Registrars, will be retained by the Company in the liquidation period. 5. Estimated net proceeds of the winding-up The Liquidators will retain sufficient funds in the liquidation to meet the current and future, actual and contingent liabilities of the Company, including the costs and expenses of the liquidation, together with a retention, which is not expected to exceed 50,000, to meet the current estimated and also the as yet unascertained liabilities (if any) of the Company. It is anticipated that the costs and expenses of winding-up the Company will be approximately 110,000 and that the ongoing costs of the Company in liquidation will be 25,000, assuming the process takes two years to complete. Shareholders should note that these timings are indicative and that distributions will be made solely at the discretion of the Liquidators and subject to the prior satisfaction of the Company s creditors. It is anticipated that the first cash distribution from the Liquidators will be made to Shareholders in July Based on the Company s assets net of its liabilities (which include the costs of the Members Voluntary Liquidation and the Liquidators retention) as at 30 April 2013 Shareholders should receive approximately pence per Share through the first cash distribution. As stated above, further amounts will be returned to Shareholders in due course with a second distribution of a similar size expected within a few months. Shareholders should note that the actual amount available for distribution to Shareholders may vary depending upon the realisation value of the Company s underlying portfolio of assets during the liquidation process. 5

6 Assuming the Resolution is passed and the Liquidators pay a first cash distribution of approximately pence per Share in July 2013, the Company will have returned in aggregate 64 million since the realisation process commenced in late 2010, compared to a market capitalisation on 25 August 2010, the day before the Realisation Strategy was announced, of 24.4 million. All Shareholders on the Register on the Record Date (being 6.00 p.m. on 26 June 2013) will be entitled to the distributions from the Liquidators, including the first cash distribution expected to be paid in July Nothing in the proposals shall impose any personal liability on the Liquidators or either one of them. 6. Suspension and cancellation of listing and trading of the Shares The Register will be closed at 6.00 p.m. on 26 June 2013 and the Shares will be disabled in CREST at start of business on 27 June Application will be made to the UKLA for suspension of listing of the Shares on the Official List of the UKLA and application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 27 June The last day for dealings in the Shares on the London Stock Exchange on a normal rolling three day settlement basis will be 21 June After 21 June 2013, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 26 June Transfers received after that time will be returned to the person lodging them and, if the Resolution is passed, the original holder will receive any proceeds from distributions made by the Liquidators. LR13.3.1(11) If the Resolution is passed, the Company will make an application for the cancellation of the admission of the Shares to listing on the Official List and to trading on the Main Market immediately following the General Meeting with the cancellation expected to take effect at 8.00 a.m. on Friday, 28 June After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant. 7. Taxation The following paragraphs, which are intended as a general guide only, are based on current UK legislation and published HM Revenue and Customs practice. They summarise certain limited aspects of the UK tax treatment of the cash distributions made to Shareholders in connection with the Members Voluntary Liquidation of the Company, and they relate only to the position of individual and corporate Shareholders who hold their Shares beneficially as an investment and (except in so far as express reference is made to the treatment of non-uk residents) who are resident or ordinarily resident in the UK (and not only temporarily non-resident) for UK tax purposes. Shareholders should note that the Finance Bill published on 28 March 2013 contains draft legislation which, assuming it is enacted, will introduce a statutory test of UK tax residence for individuals. The new statutory residence test would generally have effect for tax years 2013/14 onwards and, as part of the changes, the concept of ordinary residence would generally cease to be relevant for such tax years. If you are in any doubt as to your tax position or if you are subject to tax in any jurisdiction other than the UK, you should consult your own professional tax adviser without delay. A Shareholder who receives a distribution of cash in the course of the Members Voluntary Liquidation of the Company will be treated as making a disposal or part disposal of his/its Shares for the purposes of UK taxation of chargeable gains which may, depending on such Shareholder s individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains. 6

7 Any chargeable gain on a part disposal of a holding of Shares will be computed on the basis of an apportionment of the allowable cost of the holding by reference to the market value of the holding at the time of the part disposal. Shareholders who are neither resident nor (in the case of an individual Shareholder) ordinarily resident or only temporarily non-resident in the UK for UK tax purposes are not subject to UK tax of chargeable gains on a disposal, or part disposal, of Shares unless such Shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate Shareholder, through a permanent establishment. Such Shareholders may be subject to foreign tax on any gain under local law. A Shareholder that is within the charge to UK corporation tax should be entitled to an indexation allowance in calculating its chargeable gain, if any, made on a disposal, or part disposal, of its Shares. Indexation allowance cannot be used to create or increase an allowable loss. Shareholders who are individuals may be entitled to an annual exemption ( 10,900 for the tax year 2013/14). 8. General Meeting The implementation of the Members Voluntary Liquidation will require Shareholders to vote in favour of the Resolution at the General Meeting. The Resolution is being proposed to: place the Company into liquidation and to appoint the Liquidators; fix the remuneration of the Liquidators on the basis of time spent by them; authorise the Liquidators to exercise those powers specified in Part I of Schedule 4 of the Insolvency Act 1986 (including the payment of debts and the compromise of claims); and direct that the Company s books and records be held to the order of the Liquidators. You will find set out at the end of this document a Notice convening the General Meeting to be held at a.m. on Thursday, 27 June 2013 at 201 Bishopsgate, London EC2M 3AE, including the proposed Resolution. The Resolution to be proposed at the General Meeting will be proposed as a special resolution and, in order to be passed, will require the approval of 75 per cent. or more of the votes cast at the Meeting, whether in person or by proxy. All Shareholders are entitled to attend and vote at the General Meeting. In accordance with the Articles of Association, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of every Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative). 9. Action to be taken Shareholders will find enclosed with this document a blue Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it, in accordance with the instructions printed thereon, to Capita Registrars at PXS, 34 Beckenham Road, Beckenham BR3 4TU as soon as possible and in any event no later than a.m. on Tuesday, 25 June A reply paid envelope is enclosed with this document for your convenience. 7

8 The return of a completed Form of Proxy will not prevent you from attending the General Meeting and voting in person if you wish to do so. 10. Recommendation The Board considers the Members Voluntary Liquidation of the Company to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings totalling 5,477 Shares (representing 0.15 per cent. of the total voting rights in the Company). LR13.3.1(5) Yours faithfully John Mackie CBE Chairman 8

9 Notice of General Meeting HENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC (a public limited company incorporated in England and Wales with registered number ) NOTICE IS HEREBY GIVEN that a General Meeting of the holders of the Ordinary Shares of 5 pence each in the capital of Henderson Private Equity Investment Trust Plc (the Company ) will be held at a.m. on Thursday, 27 June 2013 at 201 Bishopsgate, London EC2M 3AE for the following purpose: Special Business To consider and, if thought fit, pass the following resolution as a special resolution: SPECIAL RESOLUTION THAT: (a) the Company be and is hereby wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986 and that Gareth Rutt Morris and Andrew Martin Sheridan of FRP Advisory LLP of Kings Orchard, 1 Queen Street, Bristol BS2 0HQ, having consented to act, be and are hereby appointed as joint liquidators (the Liquidators ) with the power to act jointly and severally for the purposes of such winding-up including realising and distributing the Company s assets and any power conferred on them by law or by this resolution and any act required or authorised under any enactment to be done by them may be exercised by them jointly or by each of them alone; (b) the remuneration of the Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding-up of the Company and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them; (c) the Liquidators be and are hereby authorised under the provisions of section 165(2)(a) of the Insolvency Act 1986 to exercise the powers set out in the Insolvency Act 1986 including, in particular, under Part 1 of Schedule 4 thereof; and (d) the Company s books and records be held by the company secretary to the order of the Liquidators until the expiry of twelve months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which shall be kept for a minimum of six years following the vacation of the Liquidators from office. By Order of the Board Secretary Henderson Secretarial Services Limited Registered Office: 201 Bishopsgate London EC2M 3AE Notes 1 The Company, pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, specifies that only those Shareholders registered in the register of members of the Company at 6.00 p.m. on 25 June 2013 or, in the event that the meeting is adjourned, 48 hours before the time appointed for any adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of Shares registered in their name at the relevant time. Changes to entries in the register of members after 6.00 p.m. on 25 June 2013 or, in the event that the meeting is adjourned, in the register of members 48 hours before the time appointed for any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting. 9

10 2 A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the member. Details of how to appoint the chairman of the meeting or another person as a proxy using the personalised blue form of proxy ( Form of Proxy ) are set out in the notes on the proxy card. If a member wishes a proxy to speak on the member s behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give their instructions directly to them. 3 A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Shares. A member may not appoint more than one proxy to exercise rights attached to any one Share. To appoint more than one proxy, you may photocopy the Form of Proxy, clearly stating on each copy the number of Shares to which the proxy relates or, alternatively, to request additional copies of the Form of Proxy, contact the Company s registrars, Capita Registrars, on or, if calling from outside the UK, on Calls to the Capita Registrars number are charged at 10 pence per minute from a BT landline. Other network providers costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the Capita Registrars number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. For legal reasons, Capita Registrars will be unable to give advice on the merits of the proposals or provide financial, legal, tax or investment advice. A member should identify, in the designated box on the Form of Proxy, the number of Shares in relation to which the proxy is authorised to act as the member s proxy. A member should also indicate by marking an X in the box provided if the proxy instruction is one of multiple instructions being given. 4 A personalised blue Form of Proxy is enclosed with this document. To be valid, it should be lodged with the Company s registrars, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy thereof, so as to be received no later than a.m. on 25 June 2013 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll, at the offices of the Company s registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU. 5 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed a voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company s agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in Note 4 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST Members and, where applicable, their CREST Sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST Personal Member or Sponsored Member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST Members and, where applicable, their CREST Sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations At close of business on 28 May 2013 (being the latest practicable date prior to the publication of this notice), the Company s issued voting share capital was 3,538,185 shares, carrying one vote each. 7 In accordance with section 325 of the Companies Act 2006, the right to appoint proxies (as detailed in paragraphs 2 to 5 above) does not apply to persons nominated to receive information rights under section 146 of the Companies Act The rights described in these paragraphs can only be exercised by members of the Company. 8 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 ) may, in accordance with section 149(2) of the Companies Act 2006 and under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have 10

11 someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. 9 If a corporate Shareholder has appointed a corporate representative, the corporate representative will have the same powers as the corporation could exercise if it were an individual member of the Company. If more than one corporate representative has been appointed, on a vote on a show of hands on a resolution, each representative will have the same voting rights as the corporation would be entitled to. If more than one authorised person seeks to exercise a power in respect of the same Shares, if they purport to exercise the power in the same way, the power is treated as exercised; if they do not purport to exercise the power in the same way, the power is treated as not exercised. 10 Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should the member subsequently decide to do so. A member can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy. The termination of the authority of a person to act as proxy must be notified to the Company in writing. Amended instructions must be received by Capita Registrars by the deadline for receipt of proxies. 11 At the meeting, Shareholders have the right to ask questions relating to the business of the meeting and the Company is obliged to answer such questions, unless: to do so would interfere unduly with the preparation of the meeting or would involve the disclosure of confidential information; if the information has been given on the Company s website, in the form of an answer to a question; or if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 12 Further information, including the information required by section 311A of the Companies Act 2006, regarding the meeting is available on the Company s website, 11

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