| Fri 29 May 2009, 13:45 | | LBT - Liberty International Plc - Liberty International notice of 2009 annual |
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LBT
LILII
LBT - Liberty International Plc - Liberty International notice of 2009 annual
general meeting and proposed changes to articles of association
LIBERTY INTERNATIONAL PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: LBT
Issuer Code: LILI I
LIBERTY INTERNATIONAL NOTICE OF 2009 ANNUAL GENERAL MEETING AND PROPOSED CHANGES
TO ARTICLES OF ASSOCIATION
The Notice of the 2009 Annual General Meeting of the company to be held on
Tuesday 7 July 2009 has been posted to shareholders and made available on the
company`s website www.liberty-international.co.uk today.
The Notice of the Annual General Meeting contains two resolutions which propose
changes to the company`s Articles of Association. A summary of the proposed
changes is set out in appendix A.
In accordance with Listing Rule 9.6.2 and Disclosure and Transparency Rule
6.2.1, two copies of the Notice of the Annual General Meeting and the amended
Articles of Association have 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
Appendix A
PROPOSED CHANGES TO 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.
1) Proposed changes with immediate effect (Resolution 11)
A special resolution is proposed to enable the company to call a general meeting
(other than an annual general meeting) at which a Special Resolution is to be
proposed on 14 clear days` notice, as permitted under the Companies Act 2006.
Currently 21 clear days` notice is required.
Wording of resolution: THAT Article 52.1 of the company`s Articles of
Association be replaced with the following wording:
"At least 21 clear days` notice in writing must be given for every Annual
General Meeting and for any other meeting where it is proposed to pass a
resolution of which "special notice" under the Companies Acts has been given to
the Company.
At least 14 clear days` notice in writing must be given for any other meeting
where it is proposed to pass a Special Resolution or for every other General
Meeting. However a shorter period of notice can be given:
- for an Annual General Meeting, if all the members who can attend and vote
agree; or
- for an Extraordinary General Meeting, if a majority of the members agree and
those members hold at least 95 per cent by nominal value of the shares which can
be voted at the meeting."
2) Proposed changes with effect from 1 October 2009 (Resolution 13)
The Companies Act 2006 is being implemented in phases with the final phase
coming into force on 1 October 2009. One of the changes to be effective from
that date is the abolition of the concept of authorised share capital. Unless
removed before 1 October 2009, the current level in the Articles of Association
will limit the number of shares a company can allot.
It is proposed that the Memorandum (which from 1 October 2009 will be deemed to
form part of the company`s Articles of Association) be deleted and the Articles
of Association be amended to produce a new set of Articles of Association (the
"New Articles"). The changes introduced in the New Articles are summarised
below:
a) Provisions of the Company`s Memorandum of Association ("Memorandum")
The provisions regulating the operations of the company are currently set out in
the company`s Memorandum and Articles of Association. The company`s Memorandum
contains, among other things, the objects clause which sets out the scope of the
activities the company is authorised to undertake. This is drafted to give a
wide scope. The Companies Act 2006 will significantly reduce the constitutional
significance of a company`s memorandum. The Companies Act 2006 provides that a
memorandum will record only the names of subscribers and the number of shares
each subscriber has agreed to take in the company. Under the Companies Act 2006
the objects clause and all other provisions which are currently contained in a
company`s memorandum, for existing companies at 1 October 2009, will be deemed
to be contained in a company`s articles but the company can remove these
provisions by special resolution.
Further the Companies Act 2006 states that unless a company`s articles provide
otherwise, a company`s objects are unrestricted. This abolishes the need for
companies to have objects clauses. For the foregoing reasons the company is
proposing, in Resolution 13, to remove the objects clause together with all
other provisions of its Memorandum, which, by virtue of the Companies Act 2006,
are to be treated as forming part of the Articles of Association as of 1 October
2009. The company is proposing that the provision in the Memorandum stating that
the liability of members is limited be preserved by the insertion of an
equivalent provision in the Articles of Association.
b) Authorised share capital and unissued shares
The Companies Act 2006 abolishes the requirement for a company to have an
authorised share capital. The company is proposing changes to its Memorandum and
Articles of Association to reflect this.
Resolution 13 deletes, with effect from 1 October 2009, all provisions of the
company`s Memorandum, which are deemed to form part of the Articles of
Association from that date, relating to authorised share capital, The Directors
will still be limited as to the number of shares they can at any time allot
because allotment authority continues to be required under the Companies Act
2006, save in respect of employee share schemes.
Wording of resolution: THAT with effect from 00.01 am on 1 October 2009:
(i) the Articles of Association of the Company be amended by deleting all of the
provisions of the company`s Memorandum of Association which, by virtue of
Section 28 of the Companies Act 2006, are to be treated as part of the Articles
of Association; and
(ii) (a) if Resolution 11 above is passed, the amendments to the Articles of
Association produced at the meeting, marked "A" and initialled by the Chairman
for the purpose of identification, be adopted as the Articles of Association of
the company in substitution for, and to the exclusion of, the existing Articles
of Association; or
(b) if Resolution 11 above is not passed, the amendments to the Articles of
Association produced at the meeting, marked "B" and initialled by the Chairman
for the purpose of identification, be adopted as the Articles of Association of
the company in substitution for, and to the exclusion of, the existing Articles
of Association.
Susan Folger
Company Secretary
Liberty International PLC
29 May 2009
Sponsor
Merrill Lynch South Africa (Pty) Limited
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