Directors’ report continued
Results and dividends The Group’s and Company’s audited Financial Statements for the financial year ended 31 May 2021 are set out on pages 133 to 186. The Directors propose a final dividend of 3.15p per ordinary share, which, together with the interim dividend of 1.5p per ordinary share paid on 5 March 2021, makes a total dividend of 4.65p for the year. The final dividend will be paid on 12 November 2021, subject to approval at the AGM on 4 November 2021, to shareholders on the register at the close of business on 15 October 2021. The ex-dividend date is 14 October 2021. Post-Balance Sheet events On 1 June 2021, shareholder approval was passed for the acquisition of the IPM business of Iron Mountain, comprising substantially all of the assets of Iron Mountain Intellectual Property Management, Inc. together with certain other assets of affiliates of Iron Mountain exclusively related to the IPM business. Details of assets acquired that are subject to provisional fair value adjustments will be reported for the year ending 31 May 2022. The acquisition for a total consideration of $220m was funded through an equity gross placing of £72.6m (see Note 27) on 17 May 2021 combined with a new three year $70m term loan, existing cash balances and our revolving credit facility. The term loan was entered into on 12 May 2021 but not drawn down until 2 June 2021. See further details within Note 34 to the consolidated Financial Statements. Share capital and control At the AGM held on 20 October 2020, the Directors were granted authority to allot up to 93,021,700 ordinary shares representing approximately a third of the Company’s issued share capital. In addition, the Directors were granted authority to allot a further 93,021,700 ordinary shares, again representing approximately a third of the Company’s issued share capital, solely to be used in connection with a pre-emptive rights issue. As at 31 May 2021, the Company’s issued ordinary share capital comprised 308,956,045 ordinary shares with a nominal value of 1p each, of which no ordinary shares were held in treasury. During the year ended 31 May 2021, 2,140,474 shares in the Company were issued further to the exercise of options pursuant to the Company’s share option schemes. The holders of ordinary shares are entitled, among other rights, to receive the Company’s Annual Reports and Accounts, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights. Details of the movements of the called up share capital of the Company are set out in Note 27 to the Financial Statements and the information in this Note is incorporated by reference and forms part of this Directors’ Report. All rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association (the ‘Articles’), copies of which can be obtained from the Companies House website or by writing to the Company Secretary. Unless otherwise provided in the Articles, the terms of issue of any shares, any restrictions from time to time imposed by laws or regulations (for example insider trading laws) or pursuant to the UK Market Abuse Regulations whereby certain Directors, officers and colleagues of the Group require the approval of the Company to deal in ordinary shares of the Company, any shareholder may transfer any or all of their shares.
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. The Directors may refuse to register a transfer of shares in certificated form that are not fully paid up or otherwise in accordance with the Articles. Authority to purchase own shares At the AGM held on 20 October 2020, shareholders authorised the Company to make market purchases of up to 27,906,500 ordinary shares representing approximately 10% of the issued share capital. This authority was not used during the financial year ended 31 May 2021. At the 2021 AGM, shareholders will be asked to give a similar authority. The Company does not currently hold any ordinary shares in treasury. Directors Biographical details of the Company’s current Directors are set out on pages 74 and 75. Subject to law and the Company’s Articles of Association, the Directors may exercise all of the powers of the Company and may delegate their power and discretion to Committees. The Company’s Articles of Association give the Directors power to appoint and replace Directors. Under the terms of reference of the Nomination Committee, any appointment to the Board of the Company must be recommended by the Nomination Committee for approval by the Board. The Articles of Association also require one-third of the Directors to retire by rotation each year end and each Director must offer themself for re-election at least every three years. However, in accordance with previous years and in accordance with best practice, all Directors will submit themselves for re-election at the AGM each year. During the year, no Director had any material interest in any contract of significance in the Group’s business. Directors’ and Officers’ insurance and indemnities The Company maintains Directors’ and Officers’ liability insurance, which provides appropriate cover for any legal action brought against its Directors (including those who served as Directors or Officers during 2020/21). This cover was in place throughout the financial year ended 31 May 2021 and up to the date of this Directors’ Report. The Directors of the Company have also entered into individual deeds of indemnity with the Company which constitute as qualifying third party indemnity provisions for the purposes of section 234 of the Companies Act 2006. The deeds were in effect during the course of the financial year ended 31 May 2021 for the benefit of the Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office.
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NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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