General Meetings

General Meetings

Annual General Meeting - 16 May 2023


Declaration of a Scrip Dividend

In its Company Announcement issued on 9th March 2023, the Bank informs its shareholders that following the positive performance of the Bank for the financial year ended December 2022, the Board of Directors has recommended the payment of a dividend.  This dividend is being declared as ‘scrip’ (see below for a definition of a ‘scrip dividend’). The Directors are recommending a final gross dividend to the ordinary shareholders of 2.68 €cents per ordinary share, totalling €9,846,153 (net dividend of 1.74 €cents per ordinary share, totalling €6,400,000). The recommendation is also to pay the dividend by way of scrip, with each shareholder having the option to receive either cash or new ordinary shares. The above scrip dividend payment is in alignment to the Bank’s Dividend Policy as detailed in Prospectus dated 24th May 2022, Clause 4.8 Dividend Policy.
A scrip dividend gives the option to shareholders to receive their dividend in either ‘cash’ or through the equivalent issue of ‘new shares’. In electing for ‘new shares’, you can increase your shareholding by the allocation of ‘new shares’ equivalent to the ‘cash’ dividend in APS Bank plc without incurring trading costs, and at a set price decided by the Board, i.e. the attribution price. The attribution price is €0.57c per new ordinary share. Whether you elect to receive ‘new shares’ or ‘cash’ should depend on your own personal circumstances.
Being a final dividend, this dividend requires shareholder approval at the Annual General Meeting. Once the scrip dividend is approved by the Shareholders at the AGM on the 16th May 2023, the Bank will progress with its dividend distribution. As a result, you are not required to make your selection now. The dividend payment for both ‘cash’ and ‘new shares’ is scheduled for end of May 2023.
An AGM is an annual meeting organised by a company, in this case, the Bank, inviting its shareholders to receive an update on the Bank’s progress and asking shareholders’ approval on a number of resolutions, such as approval of the financial statements and auditors. The most recent AGM for APS Bank plc was held on the 14th May 2022, when the Bank was not yet listed. The AGM is scheduled for the 16th May 2023.  Details of the meeting will be communicated at a later stage, and all eligible shareholders will be notified by the receipt of an AGM Pack. The 2023 AGM will be held in person.
An AGM pack is a set of documentation that the Bank is obliged to share with its shareholders.  The AGM pack will be mailed to all shareholders, 21 days prior the AGM date, i.e. by the 25th April 2023.  An AGM pack, usually consists of the following documents:
  • Covering Letter
  • Notice of Agenda
  • Circular
  • Proxy Form & Scrip Dividend Election Form, and/or
  • Any other supporting documents pertaining to specific resolutions.
The above documentation provides all the details in relation to the AGM.  It acts as an invite for shareholders to attend the event, providing date, time, and venue. It also provides explanatory notes on the resolutions being tabled, together with instructions on how to fill in the Proxy Form, in case you opt for pre-voting or wish to empower a 3rd party to attend on your behalf, together with the Scrip Dividend Election Form.  A copy of all the documentation can be accessed online, once available, on General Meetings.
The final gross dividend is of 2.68 €cents per ordinary share (net dividend of 1.74 €cents per ordinary share). Therefore, for every one share that you have as at 14th April 2023, you will receive 1.74 €cents net. So, let’s say you have 10,000 shares. You will receive 10,000 x 1.74c = €174. You do not need to worry on this for now, since the AGM pack that will be sent out to you on the 25th April 2023 and will include the amount of ‘cash’ and/or ‘new shares’ you will be entitled to, in order to assist you to make a reasoned decision.
The ‘new shares’ are calculated by considering:
  • the number of shares registered in your name as at the record date, i.e. 14th April 2023;
  • the net cash dividend amount;
  • the applicable Attribution Price;
The mathematics behind the calculation of the number of ‘new shares’ is as follows:

Number of ordinary shares held as at the relevant dividend record date x the net cash dividend rate

÷ by the Attribution Price

The result is then rounded up or down to the nearest whole fraction. For example, if as a shareholder you hold 10,000 ordinary shares as at 14th April 2023 and the net cash dividend rate declared is 1.74 €cents per ordinary share, and then the Attribution Price set at 0.57 €cents per ordinary share, 305 new shares would be allocated to your existing shareholding. You do not need to worry on this for now, since the AGM pack that will be sent out to you in mid-April will include the amount of cash and new shares you will be entitled to, in order to assist you to make a reasoned decision.
The Attribution Price for this scrip dividend has been calculated on the trade weighted average price (TWAP) of the Bank’s ordinary shares over the recent months and including a discount.
All shareholders appearing on the Shareholders’ Register as at the Record Date, i.e. 14th April 2023 are eligible for this scrip dividend.
At this point in time, you are not required to do anything. The Bank would need to know what your choice is closer to the AGM. The Bank will request shareholders to provide their written instructions to elect their preferred option in receiving the 2022 declared dividend, whether in ‘cash’ or ‘new shares’.  If you are electing the ‘new shares’ option, you are to fill in and submit the Scrip Dividend Election Form included in the AGM Pack. If you wish to receive dividends in ‘cash’, you need not to take any further action and should not complete or return a Scrip Dividend Election Form.

In assessing the two options being given to you, ie whether to elect for cash or new shares, it is recommended that you consult with your investment and legal advisers to provide you with an independent advice that is suitable to you. The bank makes no representations and gives no advice as to the suitability or otherwise for investors to opt for either of the options.

The questions and answers contained in this document are intended to anticipate the questions which investors would generally ask and to provide an answer to those questions without taking into account the personal or peculiar situations that individual investors may be facing. They are not and, are not intended to be, exhaustive, nor do they contemplate or anticipate all possible questions that may be asked by shareholders but are merely intended as an aid to provide assistance to shareholders to understand the nature of the scrip dividend as declared by the bank. Nothing contained in this document should be considered as a substitute for personal advice whether to verify the legal position or the suitability of receiving additional shares instead of cash as a form of dividend.

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