RWS Annual Report 2022 web - Flipbook - Page 94
Directors’ Report (continued)
POLITICAL DONATIONS
The Company made no political donations during the year
ended 30 September 2022.
(b) up to an aggregate nominal amount of £194,683
(which represents approximately 5 per cent of the issued
ordinary share capital of the Company as at the Latest
Practicable Date; and
AUTHORITY TO ALLOT
(c) in addition to the authority referred to in (b) above,
up to an aggregate nominal amount of £194,683
(which represents approximately 5 per cent of the
issued ordinary share capital of the Company as at the
Latest Practicable Date) for use only for the purposes
of financing or refinancing an acquisition or capital
investment of the kind contemplated by the Statement of
Principles on Disapplying Pre-Emption Rights published by
the Pre-Emption Group.
Under section 549 of the Companies Act 2006, the
Directors are prevented, subject to certain exceptions,
from allotting shares in the Company or from granting
rights to subscribe for or to convert any security into
shares in the Company without the authority of the
shareholders in General Meeting. At the 22 February
2022 Annual General Meeting, shareholders approved
the issue of shares and grant rights up to an aggregate
nominal value of £1,297,886 (representing, in accordance
with the guidelines published by the Investment
Association, approximately one third of the nominal value
of the ordinary share capital of the Company in issue).
The Directors’ authority expires on the earlier of the
conclusion of the 2023 Annual General Meeting of the
Company, at which a resolution will be proposed for its
renewal, or, if earlier, 22 May 2023.
The Directors have no immediate plans to make use of this
authority, except in respect of the issue of shares under
the employee share option scheme. As at the date of this
report, the Company does not hold any ordinary shares in
the capital of the Company in treasury.
STATUTORY PRE-EMPTION RIGHTS
Under section 561 of the Companies Act 2006, when new
shares are allotted, they must first be offered to existing
shareholders pro rata to their holdings. The Board
considers it desirable to have flexibility, as permitted by
corporate governance guidelines, to respond to market
developments and to enable allotments to take place to
finance business opportunities without making a preemptive offer to existing Shareholders.
At the 22 February 2022 Annual General Meeting,
shareholders approved the disapplication of these preemption rights by special resolution. These resolutions
enabled the Directors to allot equity securities for cash
without having to comply with statutory pre-emption
rights, with the power being limited to allotments:
(a) allot shares of the Company in connection with a rights
issue, or other pre-emptive offer to ordinary shareholders
and to holders of other equity securities (if required by the
rights of those securities or the Directors otherwise consider
necessary), but (in accordance with normal practice) subject
to such exclusions or other arrangements; and
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RWS — Annual Report 2022
GOVERNANCE REPORT
The Directors' authority will expire on the conclusion of
the 2023 Annual General Meeting of the Company, at
which a resolution will be proposed for its renewal, or, if
earlier, 22 May 2023 and permits the Board to allot and
issue shares (or sell shares from treasury) after expiry of
the disapplication if it has agreed to do so beforehand.
STATEMENT OF DISCLOSURE OF
INFORMATION TO AUDITORS
All of the Directors have taken all the steps that they
ought to have taken to make themselves aware of any
information relevant to the audit and established that the
auditors are aware of that information. As far as each of
the Directors is aware, the auditors have been provided
with all relevant information.
Ernst & Young LLP has expressed its willingness to
continue in office and a resolution to reappoint them will
be proposed at the 22 February 2023 AGM.
On behalf of the Board
Ian El-Mokadem
CHIEF EXECUTIVE OFFICER
14 December 2022
