41061 Unite AR22 HI-RES WEB-READY - Flipbook - Page 166
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THE UNITE GROUP PLC | Annual Report and Financial Statements 2022
DIRECTORS’ REPORT
As at 31 December 2022, the Company had received
notifications from the following companies and institutions
of themselves and their clients holding 3% or more of the
issued share capital of the Company. The Company has not
received any further notifications since that date through to
28 February 2023.
SHARE CAPITAL
Shareholder
The Company is not aware of any agreements between
shareholders that may result in restrictions on the
transfers of securities and/or voting rights. No person
holds securities in the Company carrying special rights
with regard to control of the Company. Unless expressly
specified to the contrary, the Company’s Articles of
Association may be amended by special resolution of
the shareholders.
Authority to issue shares
Percentage
of share
capital
Canada Pension Plan Investment Board (CA)
BlackRock Inc
18.26
8.40
APG Asset Management NV (NL)
5.76
Norges Bank Investment Management
5.35
The Vanguard Group Inc
3.93
Royal London Asset Management Ltd (UK)
3.91
Share capital
At the date of this report, there are 400,293,418 ordinary
shares of 25p each in issue, all of which are fully paid-up
and quoted on the London Stock Exchange.
During the year and through to the date of this report, the
following numbers of ordinary shares of 25p each were
allotted and issued as follows:
•
•
865,069 – Unite share scrip scheme;
•
164,811 – pursuant to the exercise of options under
Unite Group PLC Performance Share Plan; and
•
11,360 – pursuant to the exercise of options under
Unite Group PLC Approved Scheme.
138,017 – pursuant to the exercise of options under
Unite Group PLC Savings Related Share Option Scheme;
The rights attaching to the Company’s ordinary shares, as
well as the powers of the Company’s Directors, are set out
in the Company’s Articles of Association.
There are no restrictions on the transfer or voting rights of
ordinary shares in the capital of the Company (other than
those which may be imposed by law from time to time or as
set out in the Company’s Articles of Association).
The Directors have no authority to buy back the
Company’s shares.
In accordance with the Market Abuse Regulations, certain
employees are required to seek approval to deal in the
Company’s shares.
The Directors may only issue shares if authorised to do so
by the Articles of Association or the shareholders in general
meeting. At the Company’s Annual General Meeting held
on 12 May 2022, shareholders granted an authority to
the Directors to allot ordinary shares up to an aggregate
nominal amount of £33,262,527 (which represented onethird of the nominal value of the issued share capital of
the Company as at 23 March 2022). In accordance with
guidelines issued by the Investment Association, this
resolution also granted the Directors authority to allot
further equity securities up to the aggregate amount of
£33,262,527 (representing one-third of the nominal value
of the issued share capital of the Company as at 23 March
2022). This additional authority was only permitted for
fully pre-emptive rights issues. As at 31 December 2022,
the shares that had been allotted were to satisfy awards
under the Company’s share schemes and the scrip scheme
shares. As this authority is due to expire on 11 August
2023, shareholders will be asked to renew and extend the
authority, given to the Directors at the last Annual General
Meeting, to allot shares in the Company, or grant rights to
subscribe for, or to convert any security into, shares in the
Company for the purposes of Section 551 of the Companies
Act 2006. Further details on the resolution will be provided
in the Notice of this year’s Annual General Meeting and its
explanatory notes.
Disapplication of pre-emption rights
If the Directors wish to allot new shares and other equity
securities, or sell treasury shares, for cash (other than in
connection with an employee share scheme) company law
requires that these shares are offered first to shareholders
in proportion to their existing holdings. There may be
occasions, however, when the Directors need the flexibility
to finance business opportunities by the issue of shares
without a pre-emptive offer to existing shareholders. This
cannot be done under the Companies Act 2006 unless the
shareholders have first waived their pre-emption rights.
At the forthcoming Annual General Meeting, shareholders
will be asked to pass two special resolutions to grant the
Directors powers to disapply shareholders’ pre-emption
rights under certain circumstances. Further details on the
resolutions will be provided in the Notice of this year’s
Annual General Meeting.
