AGM Information • Oct 11, 2010
AGM Information
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Notice of Annual General Meeting To be held on 17 November 2010
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised under the Financial Services and Markets Act 2000 as soon as possible.
If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass this document to the person who now holds the shares.
6 October 2010
To the holders of Ordinary Shares in Barratt Developments PLC (the 'Company').
Dear Shareholder,
I am pleased to enclose the notice for the fifty-second Annual General Meeting (the 'AGM') of the Company. The AGM will be held at 2.30 p.m. on Wednesday 17 November 2010 at the Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE. For directions please see the map on the last page of this document.
If you wish to attend the AGM in person, please bring with you the attendance card accompanying the notice convening the AGM (the 'Notice'), which will authenticate your right to attend, speak and vote at the AGM and assist us to register your attendance without delay. If you are unable to attend, you may wish to appoint a proxy (or proxies) to attend and vote on your behalf by following the notes to the Notice and the instructions in the enclosed Form of Proxy and returning such form so as to be received by the Company's registrar no later than 2.30 p.m. on Monday 15 November 2010. CREST members may also choose to utilise the CREST voting service in accordance with the procedures set out in the notes to the Notice.
The Annual Report and Accounts for the year ended 30 June 2010 are also enclosed. A resolution to receive and adopt the reports of the auditors and directors and the accounts for the year ended 30 June 2010 is included in the business of the AGM.
Our Articles of Association require that certain of the current directors must retire at each annual general meeting dependent on the length of their service and the period that has elapsed since their last re-election. I therefore ask you to support the re-election of Bob Davies and Bill Shannon, who will each retire in accordance with the Articles of Association at the AGM. Each of these directors has confirmed his intention to offer himself for re-election at the AGM.
Voting on each of the resolutions to be put to the forthcoming AGM will, once again, be taken on a poll, rather than on a show of hands. The Company continues to believe that a poll is more representative of shareholders' voting intentions because shareholder votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the poll will be announced through a Regulatory Information Service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.
Explanatory notes for all the business of the AGM are set out on pages 5 to 7 of this document.
Your Board believes that the resolutions contained in the Notice are in the best interests of the Company and its shareholders as a whole and recommends you to vote in favour of them, as your directors intend to do in respect of their own beneficial shareholdings.
Yours faithfully,
Bob Lawson Registered Office:
Chairman Barratt House, Cartwright Way, Barratt Developments PLC Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF (incorporated and registered in England and Wales under number 00604574)
Notice is hereby given that the fifty-second Annual General Meeting (the 'AGM') of Barratt Developments PLC (the 'Company') will be held at the Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE on Wednesday 17 November 2010 at 2.30 p.m. for the following purposes:
To re-elect the following directors retiring in consequence of the period elapsed since their last re-election in accordance with the Company's Articles of Association:
in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of next year's annual general meeting of the Company (or, if earlier, until the close of business on 16 February 2012). In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £150,000.
security into shares in the Company up to a nominal amount of £32,174,150, being 33.33% of the nominal value of the existing issued share capital as at 6 October 2010, such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 16 February 2012) but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
such power to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 16 February 2012) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not ended.
(a) to a maximum number of 96,522,452 Ordinary Shares;
(b) by the condition that the maximum price, exclusive of expenses, which may be paid for an Ordinary Share contracted to be purchased on any day shall be the highest of (i) an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out at the relevant time; and
such power to apply, unless renewed prior to such time, until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 16 February 2012) but so that the Company may enter into a contract under which a purchase of Ordinary Shares may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares in pursuance of such contract as if the power had not ended.
10.That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
L Dent Group General Counsel and Company Secretary 6 October 2010
Registered Office: Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF (incorporated and registered in England and Wales under number 00604574)
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy
Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 2.30 p.m. on Monday 15 November 2010. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service provider(s), should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
The notes on the following pages give an explanation of the proposed resolutions.
For each financial year, the directors must present the Directors' Report, the audited accounts and the independent auditors' report to shareholders at a general meeting. Those presented at the AGM are in respect of the year ended 30 June 2010.
The Company's Articles of Association require certain of the current directors to retire at each annual general meeting dependent on their length of service and the period elapsed since their last election.
Accordingly, Robert (Bob) Davies and William (Bill) Shannon will both retire at the AGM in consequence of the period elapsed since their last re-election in accordance with the relevant provisions of the Articles of Association. Bob Davies joined the Board in 2004 and Bill Shannon joined the Board in 2005. Bob Davies and Bill Shannon were both last re-elected by shareholders at the 2007 annual general meeting.
Bob Davies and Bill Shannon will each offer themselves for re-election at the AGM and their respective biographical information appears on pages 28 and 29 of the Company's 2010 Annual Report and Accounts.
Bob Davies has served six years' on the Board, as a non-executive director, and was appointed Senior Independent Director in January 2009. He is also the Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees. Following a formal evaluation process by the Board, in light of his period of service to date, the Board has re-appointed Bob Davies for a further one-year term, subject to re-election, during which period he will remain the Senior Independent Director, the Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees. The Board believes that
Bob Davies' performance continues to be effective, that he continues to demonstrate commitment to his role and remains independent in character and judgement.
Bill Shannon was appointed a non-executive director in September 2005 and is a member of the Audit, Remuneration and Nominations Committees. Following a formal performance evaluation process, the Board believes that Bill Shannon's performance continues to be effective and that he demonstrates commitment to his role.
At every general meeting at which accounts are presented to shareholders, the Company is required to appoint auditors to serve until the next such meeting. Deloitte LLP have indicated that they are willing to continue as the Company's auditors for another year. You are asked to approve their re-appointment and, following normal practice, to authorise the Board to determine their remuneration.
In accordance with sections 439 and 440 of the Act and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), shareholders are invited to vote on the Remuneration Report for the year ended 30 June 2010, which may be found on pages 43 to 53 of the 2010 Annual Report and Accounts. The vote is advisory only, however, and the directors' entitlement to remuneration is not conditional on the resolution being passed.
Section 366 of the Act requires companies to seek shareholder approval for donations to organisations within the European Community which are, or could be, categorised as EU political organisations. Although the Company does not make, and does not intend to make, donations to political parties within the normal meaning of that expression or to independent election candidates, the legislation is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities. Therefore, in accordance with corporate governance best practice, the Board has again decided to seek shareholders' authority for political donations and political expenditure capped at £150,000, in case any of the Company's normal activities are caught by the legislation. Please note, however, that the authority granted at the last annual general meeting has not been utilised.
This resolution seeks to renew for a further year the directors' general authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company given at the general meeting held on 19 October 2009 to approve the Company's Placing and Rights Issue. The renewed authority would give the directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £32,174,150 (representing 321,741,500 Ordinary Shares) which, as at 6 October 2010, being the last practicable date prior to the publication of this Notice, represented 33.33% of the issued share capital of the Company.
The authority sought under resolution 7 will expire at the earlier of the conclusion of the next annual general meeting of the Company and 16 February 2012. The Board intends to again seek renewal of this authority
at next year's annual general meeting. The directors consider that the Company should maintain an adequate margin of shares for use, for example, in connection with a future acquisition or an equity issue. The directors do not, however, have any present intention to issue new ordinary shares except in order to satisfy share options under the Company's share option schemes.
This resolution also renews an authority granted at the general meeting held on 19 October 2009 to approve the Company's Placing and Rights Issue and gives the Board authority to allot Ordinary Shares (or sell any Ordinary Shares which the Company may purchase and elect to hold as treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would, as in previous years, be limited to allotments or sales in connection with pre-emptive offers or otherwise up to an aggregate nominal amount of £4,826,122 (representing 48,261,220 Ordinary Shares). This aggregate nominal amount represents approximately 5% of the issued share capital of the Company as at 6 October 2010, the latest practicable date prior to the publication of this Notice. In respect of this maximum amount, the directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period, which provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
This authority will expire on the earlier of the conclusion of the next annual general meeting of the Company and 16 February 2012. This authority is granted under section 570 of the Act and is a standard authority taken by most UK listed companies each year.
This resolution seeks to renew the authority for the Company to make market purchases of its own Ordinary Shares. No purchases have been made under the authority granted at last year's annual general meeting as at the date of this Notice. The directors do not currently have any intention of exercising the authority granted by this resolution. Nevertheless, in certain circumstances it may be advantageous for the Company to purchase its own shares and this resolution seeks authority from shareholders to make such purchases in the market. The directors consider it to be desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources. The authority will be exercised only if, in the opinion of the directors, this will result in an increase in earnings per share and would be in the best interests of the Company and its shareholders generally, given the market conditions and the price prevailing at the time. You are asked to consent to the purchase by the Company of up to a maximum aggregate of 96,522,452 Ordinary Shares, which represents 10% of the Company's issued share capital.
The Company may either retain any of its own shares which it has purchased as treasury shares with a view to possible re-issue at a future date, or cancel them. The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, including pursuant to the authority under resolution 7 above and would provide the Company with additional flexibility in the management of its capital base.
The total number of options to subscribe for Ordinary Shares outstanding as at 6 October 2010, being the last practicable date prior to the publication of this Notice, was approximately 41,904,673 representing approximately 4.3% of the issued share capital as at 6 October 2010. If the authority to buy back shares under this resolution and the authority granted at the 2009 annual general meeting were exercised in full, the total number of options to subscribe for Ordinary Shares outstanding as at 6 October 2010 would, assuming no further Ordinary Shares are issued, represent 5% of the issued share capital as at 6 October 2010.
Resolution 10 seeks the approval of shareholders to replace a similar authority granted to the directors at the 2009 annual general meeting to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice as required by the Companies (Shareholders' Rights) Regulations (the 'Regulations'). The shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
Note that the Regulations require that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must meet certain requirements for electronic voting to be made available to all shareholders for that meeting.
The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
All references to the Company's 'issued share capital' in the explanatory notes above are to the Company's issued share capital as at 6 October 2010, which was 965,224,520 Ordinary Shares. As at 6 October 2010, the Company held no Ordinary Shares as treasury shares. The total voting rights in the Company as at 6 October 2010 were 965,224,520.
Barratt Developments PLC Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF Tel: 01530 278278 Fax: 01530 278279 www.barrattdevelopments.co.uk
Please note: There is no access to the Royal College of Physicians from Albany Street.
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