| Tue 18 Mar 2008, 10:52 | | LBT - Liberty International Plc - Annual report 2007 and notice of the annual |
|
LBT
LILII
LBT - Liberty International Plc - Annual report 2007 and notice of the annual
general meeting, proposed changes to articles of association and changes to
board
LIBERTY INTERNATIONAL PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: LBT
Issuer Code: LILI I
LIBERTY INTERNATIONAL PLC ANNUAL REPORT 2007 AND NOTICE OF THE ANNUAL GENERAL
MEETING, PROPOSED CHANGES TO ARTICLES OF ASSOCIATION AND CHANGES TO BOARD
A. ANNUAL REPORT 2007 AND NOTICE OF THE ANNUAL GENERAL MEETING
Copies of the Annual Report 2007 and Notice of the Annual General Meeting of the
company to be held on Friday 18 April 2008 have been posted to shareholders and
made available on the Company`s website www.liberty-international.co.uk today.
They have also been submitted to the Financial Services Authority, and will
shortly be available for inspection at the Financial Services Authority`s
Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone: 020 7066 8333
B. PROPOSED CHANGES TO ARTICLES OF ASSOCIATION
The Notice of the Annual General Meeting contains two resolutions which propose
changes to the Company`s Articles of Association. A copy of the Articles of
Association of the company showing the amendments proposed below will be
available for inspection at the registered office of the company at 40 Broadway,
London SW1H 0BT during normal business hours on any weekday (Saturdays, Sundays
and public holidays excepted) up to the date of the Annual General Meeting. The
Articles of Association as amended may also be inspected at the place of the
Annual General Meeting at least 15 minutes prior to, and during, the meeting. A
summary of the proposed changes is set out below:
1) Proposed changes with immediate effect (Resolution 17)
The Companies Act 2006, which is making a number of significant changes to
English company law, is being implemented in phases. Certain changes took effect
from 1 October 2007. The Directors believe it is in the best interests of the
company to take immediate advantage of some of these new provisions by amending
the Articles of Association as set out in this resolution (the "Revised
Articles") with effect from the conclusion of the 2008 Annual General Meeting.
These amendments update the company`s current Articles of Association (the
"Current Articles") to take account of changes in English company law in
relation to Directors` indemnities and loans to fund expenditure.
The Companies Act 2006 has in some areas widened the scope of the powers of a
company to indemnify Directors and to fund expenditure incurred in connection
with certain actions against Directors. In particular, a company that is a
trustee of an occupational pension scheme can now indemnify a Director against
liability incurred in connection with the company`s activities as trustee of the
scheme. In addition, the existing exemption allowing a company to provide money
for the purpose of funding a Director`s defence in court proceedings now
expressly covers regulatory proceedings and applies to associated companies.
Wording of resolution: "THAT the Revised Articles of Association of the company,
to have effect from the conclusion of the meeting, as shown in a copy of the
Articles of Association produced to the meeting and marked "C" for the purpose
of identification and initialled by the Chairman, be and are hereby approved."
2) Proposed changes with effect from 1 October 2008 (Resolution 18)
As noted above, the Companies Act 2006 is being implemented in phases with the
final phase coming into force on 1 October 2009. It is proposed to make further
amendments to the Revised Articles with effect from 1 October 2008 as described
below, to cater for changes being introduced by the Companies Act 2006 on that
date relating to Directors` conflicts of interest.
The Companies Act 2006 sets out Directors` general duties. The provisions
largely codify the existing law, but with some changes. Under the Companies Act
2006, from 1 October 2008 a Director must avoid a situation where he has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict
with the company`s interests. The requirement is very broad and could apply, for
example, if a Director becomes a Director of another company or a trustee of
another organisation. The Companies Act 2006 allows Directors of public
companies to authorise conflicts and potential conflicts where the Articles of
Association contain a provision to this effect. The Companies Act 2006 also
allows the Articles of Association to contain other provisions for dealing with
Directors` conflicts of interest to avoid a breach of duty. The amended Revised
Articles give the Directors authority to approve such situations and to include
other provisions to allow conflicts of interest to be dealt with in a similar
way to the current position.
There are safeguards which will apply when Directors decide whether to authorise
a conflict or potential conflict. First, only independent Directors (i.e. those
who have no interest in the matter being considered) will be able to take the
relevant decision, and secondly, in taking the decision the Directors must act
in a way they consider, in good faith, will be most likely to promote the
company`s success. The Directors will be able to impose limits or conditions
when giving authorisation if they think this is appropriate.
From 1 October 2008, it is also proposed that the amended Revised Articles
should contain provisions relating to confidential information, attendance at
Board meetings and availability of Board papers to protect a Director being in
breach of duty if a conflict of interest or potential conflict of interest
arises.
These provisions will only apply where the position giving rise to the potential
conflict has previously been authorised by the Directors.
Wording of resolution: "THAT the amendments to the Revised Articles of
Association of the company to have effect from 00.01am on 1 October 2008, as
shown in a copy of the Revised Articles of Association produced to the meeting
and marked "D" for the purpose of identification and initialled by the Chairman,
be and are hereby approved."
C. CHANGES TO BOARD
Richard Cable and Lesley James, who are due to retire by rotation at the 2008
AGM, have decided not to seek re-election; Richard to concentrate on his new
development role for the entire group, and Lesley has reached the end of her
three year term. The Board thanks each of them for their valuable contribution
as Directors.
Susan Folger
Company Secretary
Liberty International PLC
17 March 2008
ENDS
Date: 18/03/2008 10:52:47 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
