Notice of AGM and Related Party Transactions
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Games Workshop Group PLC announces that the following documents have today been made available to shareholders:
Annual Report and Accounts for the 52 weeks ended 28 May 2023("Annual Report"); and
Notice of 2023 Annual General Meeting ("AGM").
The Annual Report and Notice of 2023 AGM can be viewed on the Company's website at www.investor.games-workshop.com.
The 2023 AGM will be held at Willow Road, Lenton, Nottingham, NG7 2WS, at 10.00 am on 20 September 2023.
In addition to the usual business of the AGM, the Board has become aware of a technical issue with regard to the interim dividend of 45 pence per ordinary share paid by the Company to shareholders on 25 November 2022 (the “Interim Dividend”).
When the Company paid the Interim Dividend, the Company had sufficient distributable profits to do so and had prepared interim accounts showing the same, however those interim accounts were not filed at Companies House prior to the payment of the dividend. As a result, the Interim Dividend was paid in technical contravention of the Companies Act 2006. The Interim Dividend amounts to an unlawful dividend only to the extent that it exceeded the amount of distributable reserves available to pay the Interim Dividend shown in the prior audited accounts, being £700,000.
As a result of this minor technical breach, it is understood that the Company may have potential claims against shareholders who were recipients of the dividend and against its directors for declaring the dividend. The Company has no intention of bringing these claims.
This matter can be remedied by the shareholders passing a resolution which puts those shareholders and directors into the position in which they were intended to be. The Company is proposing a special resolution, which will ratify the appropriation of profits to the payment of the Interim Dividend, waive any rights of the Company against the shareholders who received the Interim Dividend (the "Relevant Shareholders") and against the current directors and those persons who were directors of the Company at the time of the declaration and making of the Interim Dividend, being Kevin Rountree, Rachel Tongue, John Brewis, Randal Casson, Mark Lam, Karen (Kate) Marsh and Elaine O'Donnell (the "Relevant Directors"), in each case in respect of the Interim Dividend, and to approve the Company entering into deeds of release in favour of such Relevant Shareholders and Relevant Directors (the "Resolution").The waiver will be capped at the maximum aggregate amount of the Interim Dividend (being approximately £14.8 million). The Company's entry into the deeds of release will not have any effect on the Company's financial position and no benefits will accrue to the Company as a result of doing so.
The entry into the deeds of release in favour of the Company's Relevant Directors and a substantial shareholder (as defined under the Listing Rules), being Baillie Gifford, constitute related party transactions under the Listing Rules. Therefore the Resolution will also seek specific approval for the entry into the deeds of release as related party transactions, in accordance with the Listing Rules.
A copy of the Annual Report and Notice of AGM have been uploaded to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism/.