AGM Information • Jun 13, 2011
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.
If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
To the holders of ordinary shares Notice of annual general meeting
Dear Shareholder,
I am pleased to send you details of the annual general meeting of The British Land Company PLC (the Company), which will be held at the Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 15 July 2011 at 11.00 am (British Summer Time (BST)) (the AGM).
Please find contained within this circular:
As separate documents, please find enclosed:
The formal notice of the AGM is set out on pages 3 to 7 of this circular. In addition to items of routine business such as the formal receipt of the directors' report and audited accounts, approval of the remuneration report, election and re-election of the board and re-appointment of the Company's auditor, the notice also contains items of special business.
Explanatory notes on all the ordinary and special business to be considered at this year's AGM appear on pages 8 to 12 of this circular.
The board considers that all the resolutions set out in the notice of the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the board will be voting in favour of each resolution and unanimously recommends that you do so as well.
The AGM is a principal occasion when shareholders are able to ask questions of their board and we look forward to seeing you there. I would also be very pleased to hear from you earlier if you have a specific issue that you would like considered at the AGM presentation.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this circular and return it to our registrars as soon as possible but, in any event, so as to reach our registrars by no later than 11.00 am (BST) on Wednesday 13 July 2011.
On 23 May 2011 the Company announced that a fourth interim dividend of 6.5 pence per share for the quarter ended 31 March 2011 would be paid to shareholders on 12 August 2011.
Having regard to share price volatility the Board will announce whether a scrip dividend alternative is available via the Regulatory News Service and on the group's website (www.britishland.com), no later than 48 hours before the ex-dividend date of 6 July 2011. The Board also expects to announce the split between property income distribution (PID) and normal dividend (non-PID) income at that time. Any scrip dividend alternative will not be enhanced.
For further details of the Company's scrip dividend scheme (the Scheme), including its terms and conditions, details of how to join the Scheme and details of which shareholders are eligible to participate, please see the 'Scrip Dividend' section of our website (www.britishland.com/investors/dividends/scrip) or contact Equiniti Limited by telephone (0871 384 2143* from within the UK or +44 121 415 7593 from outside the UK).
Whether or not you are able to attend the AGM, please do feel welcome to contact us with any other queries you may have about any aspect of the business. Tony Braine, the Company Secretary (on 020 7467 2821 or [email protected]), will provide or arrange an answer for you: it is often possible to give a more detailed and personal answer outside of the AGM time constraints, especially for complex matters. On an administrative note, if in future you would like us to supply you with documents or information by email or other electronic means instead of or as well as in hard copy, we are happy to do so: please do not hesitate to contact the Company Secretary.
Yours sincerely
Chris Gibson-Smith Chairman
* Calls to this number are charged at 8 pence per minute from a BT landline; other telephone providers' charges may vary. Lines open 8.30am to 5.30pm, Monday to Friday.
This year's annual general meeting of The British Land Company PLC (the Company) will be held at the Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 15 July 2011 at 11.00 am (British Summer Time (BST)) (the AGM). You will be asked to consider and pass the resolutions below. Resolutions 1 to 17 are items of ordinary business. Resolutions 18 to 24 are items of special business. Resolutions 1 to 21 are proposed as ordinary resolutions. Resolutions 22 to 24 are proposed as special resolutions.
As ordinary resolutions:
18 That the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be and are hereby authorised to:
during the period commencing on the date of this resolution and ending on the date of the Company's next annual general meeting, provided that in each case any such donations and expenditure made by the Company or by any such subsidiary shall not exceed £20,000 per company and together those made by any such subsidiary and the Company shall not exceed in aggregate £20,000.
Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this resolution.
19 That:
20 That,
21 That,
(B) comprising equity securities (as defined in the 2006 Act) up to an aggregate nominal amount of £147,871,926 (including within the applicable limit any shares issued or rights granted under paragraph (A) above), in connection with an offer by way of a rights issue:
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed; and
As special resolutions:
22 That, subject to the passing of resolution 21 in the notice of the annual general meeting of the Company to be held on Friday 15 July 2011 (the Notice), and in place of the existing power given to them pursuant to the special resolution of the Company passed on 16 July 2010, the directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the 2006 Act) to allot equity securities (as defined in the 2006 Act) for cash, pursuant to the authority conferred by resolution 21 in the Notice as if section 561(1) of the 2006 Act did not apply to the allotment. This power:
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(c) in the case of the authority granted under resolution 21(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £11,090,394.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 21 in the Notice" were omitted.
23 That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 25 pence each, subject to the following conditions:
24 That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
13 June 2011 By order of the Board
Anthony Braine Company Secretary The British Land Company PLC
Registered office: York House, 45 Seymour Street, London W1H 7LX Incorporated and registered in England and Wales under number 621920
A member may appoint a proxy or proxies:
Further details of the appointment of proxies are given in the notes to the proxy form enclosed with this pack.
Please note that you may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated.
3 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers provided that they do not exercise their powers differently in relation to the same shares.
4 Any person to whom this notice is sent is a person nominated under section 146 of the Companies Act 2006 (the 2006 Act) to enjoy information rights (a Nominated Person) may, under an agreement between him / her and the member 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 member as to the exercise of voting rights.
5 The statement of the rights of members in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.
6 As at 13 June 2011 (being the last practicable date prior to the publication of this formal notice of the AGM) the Company's issued share capital consisted of 898,497,801 ordinary shares of 25 pence each carrying one vote each, of which 11,266,245 are held in treasury. Therefore, the total voting rights in the Company as at 13 June 2011 are 887,231,556.
7 Under section 527 of the 2006 Act members meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's 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 last AGM. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 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 2006 Act to publish on a website.
8 Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
9 Copies of the executive directors' service contracts and the letters of appointment of the non-executive directors will be available for inspection at the office of the Company during normal business hours until the date of the AGM, and at the place of the AGM from 15 minutes before the AGM until it ends.
10 A copy of this notice, and other information required by section 311A of the 2006 Act, can be found at www.britishland.com/investors/agm.
11 The results of the voting at the AGM will be announced through a regulatory information service and will appear on our website www.britishland.com/investors/agm on or before 18 July 2011.
The notes on the following pages explain the resolutions proposed at this year's annual general meeting of The British Land Company PLC (the Company), to be held at the Ocean Room, The Cumberland Hotel, Great Cumberland Place, London W1H 7DL on Friday 15 July 2011 at 11.00 am (British Summer Time) (the AGM).
Resolutions 1 to 21 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 22 to 24 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.
The directors must present the report of the directors and the accounts of the Company for the year ended 31 March 2011 at the AGM. The report of the directors, the accounts, and the report of the Company's auditor on the accounts are contained within the annual report and accounts for the year ended 31 March 2011 (the Annual Report and Accounts).
The directors' remuneration report, which may be found on pages 120 to 129 of the Annual Report and Accounts, gives details of your directors' remuneration for the year ended 31 March 2011 and sets out the Company's overall policy on directors' remuneration. The Company's auditor, Deloitte LLP, have audited those parts of the directors' remuneration report capable of being audited and their reports may be found on pages 167 and 179 of the Annual Report and Accounts.
The board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and accordingly, and in compliance with the legislation, shareholders will be invited to approve the directors' remuneration report. The vote is advisory in nature in that payments made or promised to directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed.
Resolutions 3 to 5 propose the elections of Lucinda Bell, Simon Borrows and William Jackson, who were each appointed as directors since the last annual general meeting of the Company. They each now stand for election by the shareholders, as required by the articles of association of the Company.
Page 111 of the Annual Report and Accounts contains their biographical details. The board believes this information is sufficient to enable shareholders to make an informed decision on the election of these directors.
In reviewing the recommendations of the Nomination Committee concerning the election of Simon Borrows and William Jackson as non-executive directors, the board concluded and maintains that they are each independent in character and judgment, and that each makes effective and valuable contributions to the board and demonstrates commitment to their roles. Accordingly, the board unanimously recommends each of these directors' elections.
Resolutions 6 to 15 propose the re-elections of Aubrey Adams, John Gildersleeve, Dido Harding, Chris Gibson-Smith, Chris Grigg, Charles Maudsley, Richard Pym, Tim Roberts, Stephen Smith and Lord Turnbull. This is in accordance with provision B.7.1 of The UK Corporate Governance Code (June 2010) by the Financial Reporting Council, which provides that all directors should be subject to annual election by shareholders.
Page 111 of the Annual Report and Accounts contains their biographical details. The board believes this information is sufficient to enable shareholders to make an informed decision on their re-election.
Following the annual evaluation exercise conducted during the year, the board considers that each of the directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to their role. The board is content that each non-executive director offering himself or herself for re-election is independent in character and that there are no relationships or circumstances likely to affect his or her character or judgment. Accordingly, the board unanimously recommends these directors' re-election.
The auditor of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 16 proposes the re-appointment of the Company's existing auditor, Deloitte LLP. Resolution 17 gives authority to the directors to agree the auditor's remuneration.
It is not proposed or intended to alter the Company's policy of not making political donations, within the normal meaning
of that expression. However, it may be that some of the Company's activities may fall within the potentially wide definition of a political donation in the Companies Act 2006 (the 2006 Act) and, without the necessary authorisation, the Company's ability to communicate its views effectively to political audiences and to relevant interest groups could be inhibited. Such activities may include briefings at receptions or conferences, when the Company seeks to communicate its views on issues vital to its business interests, including, for example, conferences of a party political nature or of special interest groups.
Accordingly, the Company believes that the authority contained in this resolution is necessary to allow it and its subsidiaries to fund activities which it is in the interests of shareholders that the Company should support. Such authority will enable the Company and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies or the activities covered by the 2006 Act, unintentionally commit a technical breach of the 2006 Act. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report.
The Remuneration Committee is seeking the approval of shareholders to an amendment of the British Land Fund Managers' Performance Plan (the FMPP).
The FMPP is designed to incentivise fund managers who operate the "Company advised" Unit Trusts (Unit Trusts) or the British Land owned portfolios. The FMPP is intended to incentivise and retain the fund managers by rewarding outperformance and to align the interests of those fund managers with investors in the Unit Trusts and the Company. Executive directors no longer participate in the FMPP.
Following the end of each financial measurement period, up to a maximum of 30% of the performance fees earned from the Unit Trusts is set aside to provide incentives under the FMPP (the Incentive Pool). To the extent that performance fees (by reference to which the Incentive Pool was calculated) are "clawed back" due to subsequent underperformance of the Unit Trusts, a pro rata proportion of all unvested awards for that year ceases to vest.
The Incentive Pool is currently funded from a portion of the performance fees from a single unit trust, Hercules Unit Trust (HUT). The performance fee calculation basis for HUT is to be changed from an annual fee that relates to performance of HUT during a single year, to an annual fee calculated on the basis of average performance over three consecutive years. This basis will first be used for the calculation of performance fees for the performance year to 31 December 2012 (which will depend on HUT's performance in 2010, 2011 and 2012).
In order for payments under the FMPP to be consistent with the new performance fee calculation basis, the Remuneration Committee considers it appropriate to amend the FMPP rules to enable awards to be made based on performance over three consecutive years. Once the FMPP is amended, clawback will only continue to apply to awards made in relation to the management of British Land owned portfolios. The approval of shareholders will be obtained under Resolution 19.
The Company obtained the approval of shareholders for the introduction of a HM Revenue & Customs (HMRC) approved Share Incentive Plan (the SIP) (then known as the British Land All Employee Share Ownership Plan) at the 2001 annual general meeting. It was designed to incentivise employees and align their interests with those of shareholders.
The Remuneration Committee has reviewed the operation of the SIP in light of the Company's strategic goals and concluded that it is operating well and is achieving its objectives. The directors therefore propose, in resolution 20, to renew the SIP on its existing terms for a further ten years from its original approval date. A summary of the SIP and its operation is set out below.
All employees or full-time directors of the Company and of such of its subsidiaries as are designated participating companies by the directors (together the Group), who are ordinarily resident in the UK for tax purposes and who have completed such minimum period of service not exceeding 18 months as the Remuneration Committee may determine, are eligible to join the SIP.
The SIP provides for three types of award to be granted and held in trust for participants:
The Remuneration Committee will determine in any year whether the SIP will be operated and, if so, on what basis or combination of bases. Currently the SIP is operated on all three bases.
The Remuneration Committee may decide to provide Free Shares to eligible employees up to a maximum value set from time to time by HMRC. The current maximum value is £3,000 per employee per annum. The value of Free Shares allocated to employees may be made conditional on performance targets, which will be determined by the Remuneration Committee. Where this is the case, participants will be informed of the performance targets which apply to them before the start of the period when their performance will be measured. Otherwise, Free Shares must be awarded to employees on the same terms subject only to variation according to an employee's remuneration, length of service or hours worked.
Each participant will contract with the Company and the Trustees to allow his Free Shares to be held by the Trustees for five years or such shorter period, being not less than three years, as the directors determine upon the occasion of each allocation. Free Shares may be withdrawn from the SIP after three years but, if they are withdrawn before the fifth anniversary of their allocation, the participant must generally pay income tax (and, if applicable, National Insurance contributions) on their value.
The Remuneration Committee may provide participants with the opportunity to acquire Partnership Shares from their pretax salary up to a maximum value set from time to time by HMRC, currently the lesser of £1,500 per annum or 10% of salary. Salary for these purposes includes base salary and bonus. There is a minimum monthly deduction of £10. Ordinary shares will be acquired on behalf of employees, within 30 days after each deduction, at a price equal to the market value of such ordinary shares on the date they are acquired.
A participant is able to ask the Trustees to transfer his Partnership Shares to him at any time but, if they are withdrawn before the fifth anniversary of their allocation, the participant must generally pay income tax (and, if applicable, National Insurance contributions) on their value.
The Remuneration Committee may award Matching Shares to those participants who have purchased Partnership Shares. The Matching Shares must be offered on the same basis to all participants in such ratio as the Remuneration Committee may determine, but that ratio may not exceed two Matching Shares for every one Partnership Share purchased.
The terms on which Matching Shares may be allocated are the same as the terms for Free Shares.
Participants will be entitled to dividends paid on their Free Shares, Partnership Shares and Matching Shares while they are held in trust. The Remuneration Committee may require employees to re-invest such dividends in further ordinary shares (Dividend Shares) up to a maximum value set by HMRC. This value is currently £1,500 per annum.
Any such Dividend Shares will then be held in trust for at least three years. A participant who leaves the employment of the Group during the three-year holding period will have his Dividend Shares transferred to him when his employment terminates, subject to payment of dividend income tax (and, if applicable, National Insurance contributions).
If a participant ceases to be an employee by reason of death, injury, disability, redundancy or retirement (at or after age 60), or by reason of the fact that his employing company or the part of the business in which he is employed is transferred out of the Group, all shares held by the Trustees for him under the SIP will be transferred to him (or to his personal representatives) free of income tax and National Insurance contributions.
If a participant ceases to be an employee for any other reason within five years of the allocation of Free, Partnership or Matching Shares, the participant must pay income tax and National Insurance on the value of the shares.
In the event of a variation of the Company's ordinary share capital (for example, by reason of a bonus issue or a rights issue), participants in the SIP will be entitled to direct the Trustees as to what action they wish to be taken in respect of their shares under the SIP, in accordance with the terms of the legislation.
Similarly, in the event of any reconstruction or takeover of the Company participants may direct the Trustees how to act in respect of any ordinary shares held on their behalf.
All shares acquired by a participant under the SIP may be retained by the Trustees after the relevant holding periods referred to above until the participant's employment with the Group is terminated. The participant may request the transfer of his shares at any time after the relevant holding periods.
Alterations to the basic structure of the SIP which are to the advantage of actual or potential participants may not be made without the prior approval of shareholders in general meeting. The requirement to obtain the prior approval of shareholders will not, however, apply to any alteration which benefits the administration of the SIP or to take account of changes in legislation, or to obtain favourable tax or regulatory treatment for participants. In addition, no amendment may operate to affect adversely any right already obtained by a participant.
Subject to the directors' right to terminate the SIP, it will continue for 10 years from its date of approval.
Awards under the SIP may be satisfied using existing shares purchased in the market or newly issued shares. In any ten-year period, not more than 10% of the issued ordinary share capital of the Company may be issued or become issuable pursuant to the grant of options or subscription of shares for appropriation under all employees' share schemes established by the Company.
The Company's directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the directors at last year's annual general meeting under section 551 of the 2006 Act to allot shares expires on the date of the forthcoming AGM. Accordingly, this resolution seeks to grant a new authority under section 551 of the 2006 Act to authorise the directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next annual general meeting of the Company in 2012.
Paragraph (a)(i)(A) of resolution 21 will, if passed, authorise the directors to allot shares or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of £73,935,963. This amount represents no more than 33.33 per cent. of the Company's issued share capital (excluding treasury shares) as at 13 June 2011 (being the latest practicable date prior to publication of this notice of AGM).
Paragraph (a)(i)(B) of resolution 21 authorises the directors to allot, in addition to the shares referred to in (a)(i)(A), further of the Company's shares up to an aggregate nominal amount of 33.33 per cent. of the Company's issued share capital (excluding treasury shares) in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems). This is in accordance with the latest institutional guidelines published by the Association of British Insurers (the ABI).
This authority will expire on the conclusion of the annual general meeting of the Company next year. The board has no present intention to exercise this authority, other than to allot new shares to non-executive directors in lieu of their directors' fees and to Shareholders pursuant to any scrip dividend. However it is considered prudent to maintain the flexibility that this authority provides. The Company's directors intend to renew this authority annually.
The Company holds 11,266,245 treasury shares as at 13 June 2011. This amount represents 1.27 per cent. of the Company's authorised and issued ordinary share capital (calculated exclusive of treasury shares) as at that date.
Where this additional headroom is taken and where: (a) the authority actually used exceeds one-third of the Company's shares; or (b) for an issue which is wholly or partly a fully pre-emptive rights issue, the monetary proceeds of a rights issue exceed one-third (or such lesser relevant proportion) of the pre-issue market capitalisation, then the ABI will expect that all of the directors wishing to remain in office will stand for re-election at the next annual general meeting following the decision to make the issue in question.
Under section 561(1) of the 2006 Act, if the directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the 2006 Act unless the shareholders have first waived their pre-emption rights.
Resolution 22 asks the shareholders to waive their pre-emption rights and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority contained in this resolution will be limited to the issue of shares for cash up to an aggregate nominal value of £11,090,394 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which represents no more than 5 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 13 June 2011 (being the latest practicable date prior to the publication of this notice of AGM). In accordance with the Pre-Emption Group's Statement of Principles, the board confirms its intention that no more than 7.5 per cent. of the issued share capital (excluding treasury shares) will be issued for cash on a non pre-emptive basis during any rolling three year period (disregarding for this purpose the sale on a non pre-emptive basis of any shares held in treasury).
This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders. If given, the authority will expire at the conclusion of the next annual general meeting of the Company.
The directors have no present intention of exercising this authority, other than to allot shares to non-executive directors in lieu of their directors' fees. The directors intend to renew this authority annually.
This resolution, which will be proposed as a special resolution, renews the authority granted at last year's annual general meeting which expires on the date of the forthcoming AGM. The resolution authorises the Company to make market purchases of its own ordinary shares as permitted by the 2006 Act. The authority limits the number of shares that could be purchased to a maximum of 88,723,155 (representing no more than 10 per cent. of the issued share capital of the Company (excluding treasury shares) as at 13 June 2011) and sets minimum and maximum prices. This authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 15 January 2013.
The directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and / or increase asset value per share for the remaining shareholders, and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.
Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options or share awards issued to employees pursuant to the Company's employees' share schemes.
As at 13 June 2011 there were options over 11,656,100 ordinary shares in the capital of the Company which represent 1.31 per cent. of the Company's issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase the Company's ordinary shares was exercised in full, these options would represent 1.46 per cent. of the Company's issued ordinary share capital (excluding treasury shares).
Changes made to the 2006 Act by the Companies (Shareholders' Rights) Regulations 2009 (the Shareholders' Rights Regulations) increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (annual general meetings will continue to be held on at least 21 clear days' notice). Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, resolution 24 seeks such approval.
It is intended that 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 in the interests of shareholders as a whole. The Company undertakes to meet the requirements for electronic voting under the Shareholders' Rights Regulations before calling a general meeting on 14 clear days' notice.
If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
Buckley Wakefield 8706
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