Shareholders and share capital

Relations with shareholders

The Board's relationship with both the Company's institutional and private investors is considered to be very important and the Board readily enters into dialogue with them. The Company remains mindful of the stewardship obligations of institutional investors, as set out in the UK Stewardship Code, and will continue to work with them to ensure that they are able to satisfy these requirements.

Both of the Executive Directors, the Chairman, and the Remuneration Committee Chair (along with the Company Secretary) met with principal shareholders during the year to discuss the ongoing progress of the Company and Executive incentive arrangements. All of the Directors make themselves available for meetings with shareholders as required.

The Board receives regular reports from the Head of Investor Relations in relation to major shareholders and developments and changes in their shareholdings. Regular feedback reports are also commissioned by the Board from the Company's joint brokers, UBS and Numis.

The Company's corporate website, www.howdenjoinerygroupplc. com, includes a dedicated investor relations section and provides an effective and easily accessible communication channel for existing and potential investors.

Annual General Meeting

The 2018 Annual General Meeting (AGM) will be held at UBS, 5 Broadgate London, EC2M 2QS on 2 May 2018 at 11:00am. Shareholders will have the opportunity to discuss Howdens' progress and operations directly with their Board at the AGM. The notice of the AGM will be sent to shareholders at least 21 clear days before the meeting and will detail the resolutions to be voted on.

Share Capital

Issued share classes Ordinary only (fully paid)
Voting rights at general meetings One vote per share
Fixed income rights None
Individual special rights of control None
Holding size restrictions1 None
Transfer restrictions1 None

The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of shares or on voting rights.

Treasury shares

The Company held 7,420,580 ordinary shares in Treasury at the end of the period (30 December 2017). Shares held in Treasury have no voting rights and are used solely for the satisfaction of employee share awards.

1 Governed by the general provisions of the Articles of Association (which may be amended by special resolution of the shareholders) and prevailing legislation.

Employee share awards

Details of employee share schemes are set out in note 24 on page 125 of the 2017 Annual Report. Shares held by the Howden Joinery Group Plc Employee Share Trust abstain from voting at the Company's general meetings.

Acquisition of the Company's own shares

During 2017, the Company returned nearly £48m to shareholders by repurchasing 11,171,060 of its ordinary shares (representing a nominal value of £1,117,106), which equated to 1.8% of the called up share capital of the Company at the beginning of the period (excluding Treasury shares). Repurchased shares are either placed into Treasury for the satisfaction of employee share awards or are cancelled.

At the AGM on 2 May 2017, the Directors were granted authority by shareholders to purchase up to 63,119,324 of the Company's ordinary shares through the market2. The authority expires at the conclusion of the next AGM or within 15 months from the date of passing the resolution (whichever is earlier).

Substantial shareholdings

As at 28 February 2018, the Company had been notified in accordance with Rule 5 of the Disclosure and Transparency Rules, of the following voting rights as a shareholder of the Company:

Substantial Shareholder % of total voting rights Date of last notification
Ameriprise Financial, Inc. 5.1% Aug 2017
Standard Life Aberdeen plc 7.1% Aug 2017
FMR LLC Below 5% Jan 2017

The percentage interest is as stated by the shareholder at the time of notification and current interests may vary.

Significant agreements

There are a number of agreements that take effect, alter or terminate upon a change of control such as commercial contracts, bank loan agreements and employee share plans. The only one of these which is considered to be significant in terms of likely impact on the business of the Group as a whole is the bank facility (as described in note 18), which requires majority lender consent for any change of control.

If the lender were not prepared to consent to a change of control, a mandatory repayment of the entire facility would be triggered. The Directors are not aware of any agreements between the Company and its Directors or employees that provide for compensation for loss of office or employment that occurs because of a takeover bid.

2 At prices ranging between 10p and the higher of (a) 105% of the average middle market quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System.

 

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