| Fri 23 Apr 2010, 17:25 | | LBT - Liberty International PLC - Liberty International annual financial report |
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LBT
LILII
LBT - Liberty International PLC - Liberty International annual financial report
2009, notice of 2010 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 PLC (the "Company")
LIBERTY INTERNATIONAL ANNUAL FINANCIAL REPORT 2009, NOTICE OF 2010 ANNUAL
GENERAL MEETING AND PROPOSED CHANGES TO ARTICLES OF ASSOCIATION
Liberty International PLC has today published its Annual Report for the year
ended 31 December 2009 ("Annual Report") and Notice of 2010 Annual General
Meeting. Both documents are available for download at www.liberty-
international.co.uk.
In addition, attention is drawn to the Company`s Audited Preliminary Results
which were published on 9 March 2010 and are also available for download at
www.liberty-international.co.uk.
The Notice of the Annual General Meeting contains, amongst other matters, a
resolution which proposes changes to the Company`s Articles of Association. A
summary of the proposed changes is set out in Appendix A.
Two copies of the Annual Report and Notice of 2010 Annual General Meeting 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
In accordance with DTR 6.3.5, information has been extracted from the Annual
Report and is included in the Audited Preliminary Results which were released on
9 March 2010. This constitutes the material required by DTR 6.3.5 to be
communicated to the media in unedited full text through a Regulatory Information
Service.
Susan Folger
Company Secretary
Liberty International PLC
23 April 2010
Sponsor: Merrill Lynch South Africa (Pty) Limited
Appendix A
Summary of proposed amendments to be made to Liberty International PLC`s
Articles of Association (which, if approved, will come into force from the close
of the Annual General Meeting to be held on 2 June 2010).
A copy of the Articles of Association 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. Articles which duplicate statutory provisions
Provisions in the Company`s current Articles of Association (the "Current
Articles") which replicate provisions contained in the Companies Act 2006 or
other legislation are in the main to be removed in the proposed new Articles of
Association (the "New Articles") or otherwise amended to bring them into line
with the Companies Act 2006. This is in line with the approach advocated by the
Government that statutory provisions should not be duplicated in a company`s
constitution.
For instance, under the Companies Act 1985, a company required specific enabling
provisions in its articles to purchase its own shares, to consolidate or
subdivide its shares and to reduce its share capital or other undistributable
reserves as well as shareholder authority to undertake the relevant action. The
Current Articles include these enabling provisions. Under the Companies Act 2006
a company will only require shareholder authority to do any of these things and
it will no longer be necessary for articles to contain enabling
provisions. Accordingly the relevant enabling provisions have been removed in
the New Articles.
2. Change of name
Under the Companies Act 1985, a company could only change its name by special
resolution. Under the Companies Act 2006 a company will be able to change its
name by other means provided for by its articles. To take advantage of this
provision, the New Articles enable the Directors to pass a resolution to change
the company`s name.
3. Redeemable shares
Under the Companies Act 1985, if a company wished to issue redeemable shares, it
had to include in its articles the terms and manner of redemption. The Companies
Act 2006 enables Directors to determine such matters instead provided they are
so authorised by the articles. The New Articles contain such an authorisation.
The Company has no plans to issue redeemable shares, other than in connection
with the Demerger, but if it did so the Directors would need shareholders`
authority to issue new shares in the usual way.
4. Fractional entitlements
If, following a consolidation or subdivision, a member is entitled to a fraction
of a share the Directors have power to sell those fractions and distribute the
proceeds to the entitled members.
A new provision is proposed so that if the entitlement is less than a nominal
amount to be decided by the Directors, the Directors may give that amount to
charity rather than giving it to the entitled member or retaining it for the
Company`s benefit. This is in line with the model articles for public companies
produced by the Department for Business, Innovation and Skills and ensures that
the Directors are not obliged to distribute nominal sums to members where the
cost of doing so might be greater than the amount to be distributed.
5. Provision for employees on cessation of business
The Companies Act 2006 provides that the powers of the Directors of a company to
make provision for a person employed or formerly employed by the company or any
of its subsidiaries in connection with the cessation or
transfer to any person of the whole or part of the undertaking of the company or
that subsidiary, may only be exercised by the Directors if they are so
authorised by the company`s articles or by the company in general meeting. The
New Articles provide that the Directors may exercise this power.
6. Use of seals
The New Articles provide an alternative option for the execution of documents
(other than share certificates). Under the New Articles, when the seal is
affixed to a document it may be signed by one authorised person in the presence
of a witness, whereas previously the requirement was for signature by either a
Director and the secretary or two Directors or such other person or persons as
the Directors may approve.
7. Suspension of registration of share transfers
The Current Articles permit the Directors to suspend the registration of
transfers. Under the Companies Act 2006 share transfers must be registered as
soon as practicable. The power in the Current Articles to suspend the
registration of transfers is inconsistent with this requirement. Accordingly,
this power has been removed in the New Articles.
8. Voting by proxies on a show of hands
The Shareholders` Rights Regulations have amended the Companies Act 2006 so that
it now provides that each proxy appointed by a member has one vote on a show of
hands unless the proxy is appointed by more than one member in which case the
proxy has one vote for and one vote against if the proxy has been instructed by
one or more members to vote for the resolution and by one or more members to
vote against the resolution. The Current Articles have been updated to reflect
these changes.
9. Voting by Guardian
Under the Current Articles, this provision gave the Directors discretion to
allow a person appointed by the court to manage the affairs of someone suffering
from a mental disorder to vote in place of that member. This provision has
been removed to bring the New Articles in line with the model articles for
public companies produced by the Department for Business, Innovation and Skills.
In these circumstances the guardian or other appointed person should use their
authority to appoint a proxy on behalf of the member (they could appoint
themselves as proxy if they wish) and that proxy can vote.
10. Voting record date
Under the Companies Act 2006 as amended by the Shareholders` Rights Regulations,
when the company determines the rights of members to vote at a general meeting
by reference to the register not more than 48 hours before the time for the
holding of the meeting, the Directors may be permitted to disregard days which
are not working days. The Current Articles have been amended to reflect this
provision, giving the Directors the discretion to resolve to include or
disregard days which are not working days in calculating this period.
11. Satellite meeting places
Under the Current Articles, the company may arrange for people to take part in
general meetings from overflow rooms. This provision has been replaced in the
New Articles to allow for greater flexibility in being able to hold general
meetings in more than one place. This will enable the Company to make
arrangements that will be more convenient to shareholders and will bring the New
Articles in line with market practice.
12. Chairman`s casting vote
The New Articles remove the provision giving the Chairman a casting vote in the
event of an equality of votes as this is no longer permitted under the Companies
Act 2006.
13. Adjournments for lack of quorum
Under the Companies Act 2006 as amended by the Shareholders` Rights Regulations,
general meetings adjourned for lack of quorum must be held at least 10 clear
days after the original meeting. The Current Articles have been
changed to reflect this requirement.
14. Amending resolutions
Under the Current Articles, only amendments which are clerical or which correct
an obvious error are permitted to be made to a resolution. Under the New
Articles, these provisions have been amended in line with English law so
that an ordinary resolution may also be amended by giving adequate notice and if
the Chairman considers the amendment to be within the scope of the meeting and
not to impose further obligations on the Company.
15. Quorum for meetings
Under the Current Articles, the quorum to carry out business at a general
meeting is two people who are entitled to vote. Under the New Articles, this has
been amended to provide for a quorum of at least three people in line with South
African legal requirements.
16. General
Generally the opportunity has been taken to bring clearer language into the New
Articles and in some areas to conform the language of the New Articles with that
used in the model articles for public companies produced by the Department for
Business, Innovation and Skills.
Date: 23/04/2010 17:25:01 Produced by the JSE SENS Department.
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