AGM Information • Oct 13, 2010
AGM Information
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Circular to shareholders
Notice is hereby given that the ninety-sixth Annual General Meeting of Smiths Group plc will be held at The Thomas Lord Suite, Lord's Cricket Ground, Grace Gate, St John's Wood Road, London NW8 8QN on Tuesday 16 November 2010 at 2.30pm.
Notice is hereby given that the ninety-sixth Annual General Meeting of Smiths Group plc will be held at The Thomas Lord Suite, Lord's Cricket Ground, Grace Gate, St John's Wood Road, London NW8 8QN on Tuesday 16 November 2010 at 2.30pm, for the following purposes:
Resolutions 15 to 17 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
1. To adoptthe reports ofthe directors and the auditor and the audited accounts for the financial year ended 31 July 2010.
2. To approve the directors' remuneration report for the financial year ended 31 July 2010.
3. To declare a final dividend of 23.5 pence per ordinary share for the financial year ended 31 July 2010.
12.To reappoint PricewaterhouseCoopers LLP as auditor of the Company to hold office untilthe conclusion ofthe next generalmeeting at which accounts are laid before the Company.
13.To authorise the directors to determine the remuneration of the auditor.
14.That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
(i) up to a nominal amount of £48,883,565;
(ii) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of £48,883,565 in connection with an offer by way of a rights issue;
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the end of the next Annual General Meeting or on 31 January 2012, whichever is the earlier but, in each case, so that the Company may makeoffers andenter intoagreementsduringtherelevantperiodwhich would, or might, require shares to be allotted or rights to be granted after the authority ends.
For the purposes of this Resolution 'rights issue' means an offer to:
(a) ordinary shareholders inproportion(asnearlyasmaybepracticable) to their existing holdings; and
(b) people who are holders of other equity securities if this is required by the rights ofthose securities or, ifthedirectors consider itnecessary, as permitted by the rights of those securities
to subscribe for further securities by means of the issue of a renounceableletter (orothernegotiabledocument)whichmaybetraded for a period before paymentfor the securities is due, but subjectto such exclusionsorotherarrangementsas thedirectorsmaydeemnecessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
15.That subject to the passing of Resolution 14 above, the directors be empowered to allot equity securities (as defined in Section 560(1) ofthe Companies Act 2006) wholly for cash:
(i) pursuanttotheauthoritygivenbyparagraph(i)ofResolution14above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 in each case:
(a) in connection with a pre-emptive offer; and/or
(b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £7,332,534; and
(ii) pursuant to the authority given by paragraph (ii) of Resolution 14 above in connection with a rights issue,
as if Section 561(1) oftheCompanies Act 2006 did not apply to any such allotment; such power to expire at the end of the next Annual General Meeting or on 31 January 2012, whichever is the earlier but so that the Companymaymakeoffersandenter intoagreementsduringthisperiod which would, or might, require equity securities to be allotted after the power ends andthedirectorsmay allot equity securitiesunder any such offer or agreement as if the power had not ended.
For the purposes of this Resolution:
(a) 'rights issue' has the same meaning as in Resolution 14 above;
(b) 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the directors to holders (other than the Company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings but subjectto such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
(c) references to anallotment of equity securities shallinclude a sale of treasury shares; and
(d) the nominal amount of any securities shall be taken to be, in the caseof rights tosubscribeforor convertany securities intosharesofthe Company, the nominal amount of such shares which may be allotted pursuant to such rights.
16.That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 oftheCompanies Act 2006 to makemarketpurchases (asdefinedinSection693oftheCompaniesAct 2006) of ordinary shares of 37.5p each in the capital of the Company on such terms and in such manner as the directors may determine provided that:
(a) the maximum number of shares which may be purchased is 39,106,852;
(b) the minimum price which may be paid for each share is 37.5p;
(c) the maximum price which may be paid for an ordinary share shall not be more than the higher of 5 per cent above the average middle market quotations for an ordinary share, as derived from the London StockExchangeDailyOfficialList,for the fivebusinessdays immediately preceding the day on which the ordinary share is purchased and the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 (No 2273/2003); and
(d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier 31 January 2012 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).
17.That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
18.That, in accordance with Part 14 of the Companies Act 2006, the Company and every other company which is now or may become a subsidiary of the Company at any time during the period during which this resolution is in force is hereby authorised to make donations and incur expenditure under each and any of the following heads:
(a) donations to political parties or independent election candidates;
(b) donations to political organisations other than political parties; and
(c) political expenditure,
up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (a), (b) and (c) shall also be limited to such amount.
The authorityhereby conferredshall expire atthe conclusionofthenext Annual General Meeting of the Company or, if earlier, on 31 January 2012.
All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 are hereby revokedwithoutprejudice to anydonationmadeor expenditure incurred prior to the date hereof pursuant to such authorisation or approval.
For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Companies Act 2006.
19.THAT the Smiths Group 2010 Value Sharing Plan (the 'VSP'), the principalterms of which are summarised in theAppendix to thisNotice of AGM and as shown in the rules of the VSP produced to the Meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved and that the directors be and are hereby authorised to do all such acts and things as they may consider appropriate to implement the VSP including the establishment of the Divisional Value SharingPlans and the making of any amendments to the rules and the establishment of any sub-plans for thebenefit of employees outside the UK(modifiedasnecessary to take account of relevant exchange control, taxationandsecurities lawsoftherelevantjurisdiction);andthedirectors be and are hereby authorised to vote as directors and be counted in any quorum on any matter connected with the VSP, notwithstanding that theymay be interested inthe same, save thatno directormay vote or be counted in the quorum on any matter solely concerning his own participation therein, and that any prohibition on directors' voting shall be suspended to this extent accordingly.
By Order of the Board
Secretary
Registered Office: 2nd Floor, Cardinal Place 80 Victoria Street London SW1E 5JL
13 October 2010
1. The statutory Reports and Accounts for Smiths Group plc for 2010 are calledtheAnnualReport 2010.TheDirectors'RemunerationReport for 2010 is contained in the Annual Report 2010. The first two items of business at the Annual General Meeting ('AGM') relate to the approval of the statutory Reports and Accounts for 2010 and the Directors' Remuneration Report for 2010. Shareholders who have not elected to receive the statutory Reports and Accounts for 2010 may obtain copies bywriting to theSecretary,SmithsGroup plc, 2ndFloor,CardinalPlace, London SW1E 5JL (e-mail: [email protected]) or by downloading them from the Company's website (www.smiths.com). Shareholders who wish to receive the printed statutory Reports and Accounts (free of charge)in future years shouldwrite to theCompany's registrar,Equiniti Limited,AspectHouse,SpencerRoad,Lancing,WestSussexBN99 6DA, quoting Reference 0282.
2. Members are entitledto appoint aproxy to exercise all or any oftheir rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If a proxy is submitted without indicating how the proxy should vote on any resolution,the proxy will exercise his discretion as to whether and, if so, how he votes.
3. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, fromtheUK, please contactEquiniti Limited on 0871 384 2943. (Calls to this number are charged at 8p per minute from a BT landline. Other telephony providers' costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday.) From outside the UK call the Equiniti overseas helpline on +44 121 415 7047. Shareholders wishing to appoint a proxy and register their proxy votes electronically should visit the website www.sharevote.co.uk. The on-screen instructions will give details on how to complete the appointment and voting process. Electronic proxy appointments and voting instructions must be received not later than 48 hours before the AGM to be effective.
4. In order to be valid any proxy form or other instrument appointing a proxy must be received by one of the following methods:
(a) in hard copy form using the reply-paid envelope or otherwise by post (in which case postage will be payable), by courier or (during normal business hours only) by hand to the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6UU;
(b) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below; or
(c) by appointing and registering his proxy vote electronically by visiting the website www.sharevote.co.uk (the on-screen instructions will give details on how to complete the appointment and voting process)
and in each case must be received by the Company not less than 48 hours before the time of the meeting.
5. The return of a completed proxy form, other such instrument, any CREST Proxy Instruction (as described in paragraph 9 below) or the appointment of a proxy electronically will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
6. Any person to whom this notice is sent who 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 betweenhim/her andthe shareholderbywhomhe/shewasnominated, have a right to be appointed (or to have someone else appointed) as a proxy of that shareholder 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 rightto give instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 and 3 above does not apply to NominatedPersons. The rights describedintheseparagraphs canonly be exercised by shareholders of the Company. If you have been nominatedtoreceivegeneral shareholder communicationsdirectly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the Company, in exercisingone ofits powersunder the 2006Act,writes to youdirectly for a response.
8. Inorder tobeentitledtoattendandvoteattheAGMoranyadjourned meeting (and for the purpose of the determination by the Company of thevotes theymay cast), shareholdersmustberegisteredintheregister ofmembers oftheCompany at 6:00pmon14November 2010 (or, inthe event of any adjournment, 6.00pm on the date which is two days before thetimeoftheadjournedmeeting).Changes tothe registerofmembers after therelevantdeadlineshallbedisregardedindeterminingtherights of any person to attend and vote at the meeting.
9. CRESTmemberswhowishto appoint aproxy orproxies throughthe CREST electronic proxy appointment service may do so by using the proceduresdescribedintheCRESTManual.CRESTPersonalMembers or otherCREST sponsoredmembers, and thoseCRESTmemberswho have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
10.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's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). 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(IDRA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (asdeterminedby the timestampappliedto themessageby the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry toCREST 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.
11.CREST members (and, where applicable,theirCREST sponsors, or voting service providers) should note that Euroclear 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, 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 system providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
12.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.
13.Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
14.As at 8 October 2010 (being the last practical date day prior to the publication of this Notice) the Company's issued share capital consists of 391,088,226 ordinary shares carrying one vote each. Therefore the total voting rights in theCompany as at 8October 2010 are 391,088,226.
15.Copies ofthe directors' service contracts and letters of appointment for non-executive directors and deeds of indemnity are available for inspection by shareholders at the registered office of the Company during normal business hours andmay be inspected atthe place ofthe AGMon16November 2010 from2:15p.m.untilthe closeoftheMeeting.
16.Each of the resolutions to be put to the meeting will be voted on by poll andnotby showofhands.Apoll reflects thenumberof votingrights exercisable by each member and is in line with corporate governance recommendations. The results of the poll will be published on the Company's website and notified to the UK Listing Authority as soon as practicable after the votes have been counted and verified.
17.Subject to the final dividend being approved at the AGM, dividend warrants will be payable on 19 November 2010 to the ordinary shareholdersontheregisteratthecloseofbusinesson22October2010.
18.Although copies of the Annual Report 2010 are distributed to some shareholdersandmadeavailableonthewebsite,www.smiths.com,only ordinary shareholdersontheregisterattherelevanttimeor theirproxies are entitled to attend or vote at the AGM.
19.Shareholders should note that, on a request made by shareholders oftheCompanyunderSection527 ofthe 2006Act,theCompanymaybe required to publish on a website a statement 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 for the financial year beginning 1 August 2009; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year beginning 1 August 2009 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or528(requirementsas towebsiteavailability)ofthe2006Act.Wherethe 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 auditornotlater thanthetimewhenitmakes thestatementavailableon the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has beenrequiredunderSection527 ofthe 2006Acttopublishonawebsite. 20.Any member attending the meeting has the right to ask questions. TheCompanymust cause to be answered any suchquestionrelating to the business being dealt with at the meeting but no such answer need begivenif(a)todo sowouldinterfereundulywiththepreparationfor the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the formof an answer to a question, or (c) itis undesirable in the interests oftheCompany or the good order of the meeting that the question be answered.
21.A copy ofthis notice and other information required by Section 311A of the 2006 Act can be found at www.smiths.com.
22.Membersmaynotuse any electronic address provided in either this noticeofmeetingorany relateddocuments (includingtheenclosedform ofproxy)tocommunicatewiththeCompany foranypurposesother than those expressly stated.
23.A copy of the draft rules of the Smiths Group 2010 Value Sharing Plan is available for inspection by shareholders at the registered office of the Company during usual business hours on any weekday (public holidays excepted) untilthe conclusion ofthe AGM and will be available at the AGM from 2:15 p.m. until the conclusion of the AGM.
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to14, 18 and19 areproposedasordinary 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 15 to 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, atleastthree-quarters ofthe votes cast must be in favour of the resolution.
In accordance with Article 49(1)(a) of the Company's Articles of Association, Mr B.F.J. Angelici, who was appointed as a non-executive director on 1 July 2010, and Mr P.A. Turner, who was appointed an executivedirector on19April 2010,bothretire andoffers themselves for election. Biographies of all the directors, including Mr Angelici and Mr Turner, are included in the Annual Report 2010 and on the Company's website–www.smiths.com.MrAngelici'sandMrTurner'sappointments bothfollowedarigorousandcomprehensiverecruitmentprocessduring whichtheir experience andskillswere identifiedas appropriate for their respective roles. The Board recommends the election of each of Mr Angelici and Mr Turner as a director of the Company at the AGM.
Following the decisionoftheBoard to propose the annual re-electionof alldirectors,as reportedintheReport&Accounts 2009,allthedirectors, other than MrAngelici and Mr Turner who will retire in accordance with the Articles and stand for election at the AGM, will retire from office at theAGM and offer themselves for re-election. Separate resolutions will beproposedattheAGMto re-elect eachofthedirectors.Biographies of all the directors are included in the Annual Report 2010 and on the Company's website – www.smiths.com.
TheBoardrecommends thereappointmentofPricewaterhouseCoopers LLP as auditor, to hold office until the next meeting at which the accounts are laid. Resolution 13 authorises the directors to determine the auditor's remuneration.
The purpose of Resolution 14 is to renew the directors' power to allot shares.
The authority inparagraph(i)will allowthe directors to allotnewshares intheCompanyor togrant rights tosubscribeforor convertany security into shares in theCompany up to a nominal value of £48,883,565, which is equivalenttoapproximatelyonethirdofthetotalissuedordinary share capital of the Company as at 8 October 2010.
The authority inparagraph(ii)will allowthedirectors to allotnewshares or to grant rights to subscribe for or convert any security into shares in the Company only in connection with a rights issue up to a further nominal value of £48,883,565 which is equivalent to approximately one third of the total issued ordinary share capital of the Company as at 8 October 2010. This is in line with corporate governance guidelines.
As at 8 October 2010, the Company did not hold any shares in treasury.
There are no present plans to undertake a rights issue or to allot new shares other than in connection with the Company's share option schemes and plans. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respondtomarketdevelopments andto enable allotments to takeplace to finance business opportunities. The directors intend to take note of relevant corporate governance guidelines on the use of such powers in the event that the authority is exercised.
If the resolution is passed the authority will expire on the earlier of 31 January 2012 and the end of the AGM due to be held in 2011.
If the directors wish to allot new shares and other equity securities, or selltreasury shares,for cash(other thaninconnectionwithanemployee share scheme) company lawrequires thatthese shares are offeredfirst to shareholders in proportion to their existing holdings.
Thepurpose of paragraph(i) ofResolution15 is to authorise directors to allot new shares, pursuant to the authority given by paragraph (i) of Resolution 14, or to selltreasury shares for cash: (a) in connection with a pre-emptive offer; and/or (b) otherwise up to a nominal value of £7,332,534, equivalent to approximately five per cent of the total issued ordinary sharecapitaloftheCompanyasat 8October 2010,ineachcase without the shares first being offered to existing shareholders in proportion to their existing holdings.
The purpose of paragraph (ii) of Resolution 15 is to authorise the directors to allot new shares pursuant to the authority given by paragraph (ii) of Resolution 14, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities.
The directors intend to adhere to the provisions in the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles providethatusageinexcessof 7.5per cent shouldnottakeplacewithout prior consultationwiththe InvestmentCommittees oftheAssociationof British Insurers and National Association of Pension Funds.
The effect of this resolution is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 39,106,852 ordinary shares, until the AGM in 2011 or 31 January 2012 whichever is the earlier. This represents approximately 10% of the ordinary shares in issue as at 8 October 2010 and the Company's exercise of this authority is subject to the stated upper and lower limits onthepricepayable,whichreflecttherequirements oftheListingRules.
Pursuantto the 2006Act,theCompany can hold the shares which have been purchased as treasury shares and either resell them for cash, cancelthem, either immediately or at a pointin the future, or use them for the purposes of its employee share schemes. The directors believe that it is desirable for the Company to have this choice as holding the purchasedsharesas treasury shareswouldgivetheCompany theability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividendswillbepaidon,andnovotingrightswillbeexercisedinrespect of, treasury shares. However, it is not the Company's present intention to hold shares in treasury, in the event that any shares were to be purchased under this authority.
Shares will only be purchased if the directors consider such purchases tobe inthebestinterests of shareholdersgenerally andthatthey canbe expectedtoresultinanincreaseinearningsper share.Theauthoritywill only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
If any shares purchased by the Company are held in treasury and used for thepurposesofitsemployeeshareschemes,theCompanywill count those shares towards the limits on the number of new shares which may be issued under such schemes.
As at 8October 2010,therewere 5.4millionoutstandingoptionsgranted under all share option schemes operated by the Company, which, if exercised would represent 1.4% of the issued ordinary share capital of the Company. If this authority were exercised in full, that percentage would increase to 1.5%.
Changesmadetothe2006Actby theCompanies (Shareholders'Rights) Regulations 2009 (the 'Shareholders'RightsRegulations') 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. AGMs will continue to be held on at least 21 clear days' notice.
Before the coming into force of the Shareholders' Rights Regulations on3August 2009,theCompanywas able to callgeneralmeetings other thananAGMon14cleardays'noticewithoutobtainingsuchshareholder approval. In order to preserve this ability, Resolution 17 seeks such approval. Any exercise of this power by the Company will be conducted in accordance with any relevant corporate governance guidelines applicable atthe time.Inparticular,the shorternoticeperiodwill onlybe used where flexibility is merited by the business of the meeting and is thoughttobe to the advantage of shareholders as awhole. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
The Company will comply with the requirement to provide appropriate facilities for all shareholders to vote by electronic means at general meetings held on less than 21 clear days' notice.
Part 14 of the 2006 Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any twelve month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular party.
It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood. To avoid inadvertent infringement of the 2006 Act, the directors are seeking shareholders' authority for the Company and its UK subsidiaries to make political donations and to incur political expenditure for the period fromthe date oftheAGMto the conclusionof next year's AGM up to a maximum aggregate amount of £50,000.
Changes to Executive Long-Term Incentives
In July 2008, Smiths introduced the Value Sharing Plan ('2008 VSP') to supportanewbusiness strategy focusedongeneratingsuperior returns for shareholders. The Remuneration Committee (the 'Committee') committed at that time to consider the design of a subsequent longterm incentive in 2010.
Over recentmonths,theCommitteehas carriedouta reviewofpotential follow-on arrangements in conjunction with its independent remuneration advisors, Kepler Associates. In doing so, the Committee has given full consideration to the need to closely link pay and performance, and the need for executive incentives to remain aligned closely with the business strategy and the interests of its shareholders.
Thereviewhighlightedthatthe2008VSPdoes incentivisethebehaviours requiredtocreatesignificant valueacross thedivisionsandtheGroupas awhole. Value creationremains atthe core ofSmiths'business strategy and, as such, the Committee believes the broad structure of VSP remains appropriate going forward.
As a result of these findings and following consultation with major shareholders and their representative bodies, the Committee is proposing:
to freeze base salaries at current levels for executive directors (the third consecutive year for the CEO) and other Group VSP participants for FY10/11;
makingawardsunder a rollingVSP,withannual grants vestingafter 3 years;
nochanges tothestructureofeither theAnnualIncentivePlanor the Co Investment Plan for FY10/11.
Shareholder approval for the revised VSP, to be known as the Smiths Group 2010 Value SharingPlan (the 'VSP' or the 'Plan'), is being sought under Resolution 19 at the AGM.
The VSP is designed to provide exceptional reward for exceptional performance.Senior executiveswithgroup-wide responsibilitieswill be eligible to participate in the Group VSP. The VSP also empowers the Committee to establish Divisional VSPs for our five divisions – Smiths Detection, Smiths Medical, John Crane, Smiths Interconnect and FlexTek.Further informationontheVSPis setoutintheAppendixhereto but the key features are as follows:
Under the Group VSP, participants will receive annually an opportunity to share in 'surplus value' created above a hurdle over a 3-year period. Participation is at the discretion of the Committee but it is anticipated thatparticipantswillinclude the two executivedirectors oftheCompany and Executive Committee members with group-wide responsibilities.
Participantswill be conditionally awarded a specifiednumber ofSmiths shares for achieving predetermined levels of outperformance of the hurdle, expressed as anumber of shares for every £5millionof'surplus value' created. Individual VSP opportunities will be reduced by approximately two thirds (vis a vis awards granted in 2008)to reflectthe proposed frequency of grants. The Committee will review VSP award levels prior to the start of each cycle.
Awardswill vestbasedona combinationoftwoperformanceconditions: (i) growth in total shareholder return (TSR) over and above the median returnofthe companies comprisingtheFTSE100 as atthedateofgrant (excluding financial services companies), and (ii) growth in earnings – defined by reference to adjusted profit before tax (PBT) – times a fixed multiple (plus net equity cashflows to shareholders) over and above a hurdle return (8.5% per annum compound for FY10/11 awards). For FY10/11 awards, the split between the TSR and earnings performance conditionswillbe30%/70%, respectively.Performancewillbemeasured over a three year performance period and after the cost of the Group VSP and Divisional VSPs. Participants will not receive any value if the hurdle isnot exceededandtherewillbeno retestingoftheperformance measures.
TheCommittee believes thatPBT remains the bestinternalmeasure of valuecreationforSmithsGroup;itishighly visibleinternallyandregularly monitored and reported. The Committee believes that the proposed blend of measures provides the most appropriate balance between internal and external performance and between absolute and relative performance. For awards in future years, the Committee may alter the blend of these performance conditions or adopt other conditions that it considers to be no less onerous.
At the end of each performance period, the Remuneration Committee will reviewthe%share of surplus valuewarranted byperformance over the relevant 3 year cycle. In the eventtheCommittee concludes thatthe distribution of surplus value between executives and shareholders is manifestly inequitable due to unanticipated events or circumstances, it shall retain discretion to make good faith adjustments to payouts to ameliorate such an outcome. Participants will only be entitled to a vesting of Shares under the TSR Element if the Committee is satisfied that this is justified by the underlying financial performance of the Company over the performance period. The Committee will also have the discretion to adjust the payout of the Earnings Element, having regard to the size and nature of any acquisitions made during the performance period and their impact on the return on invested capital.
The review highlighted the continued importance of providing strong long term incentives in our five divisions, reflecting the objectives of the Group strategy. Accordingly, the revised VSP continues to empower the Committee to establish Divisional VSPs. The Divisional VSPs will be introduced along the same lines as the Group VSP to help focus the most senior divisional executives on maximising the value of their divisions and returning surplus cash to the Group over rolling 3-year cycles. The proforma rules of the Divisional VSPs are contained in an Appendix to the rules of the Group VSP. Further information on the Divisional VSPs is set out in the Appendix hereto.
Participation in the Plan is at the discretion of the Remuneration Committee (the 'Committee'). The Plan is designed to be operated on a rolling, annual basis. No awards may be made later than 15 November 2015.
The Committee intends to invite the Chief Executive, the Finance Director and selected senior executives with group-wide responsibilities, to participate inthePlan.Itis expectedthat senior executiveswithresponsibilitieswithintheGroup's fiveprimarydivisionswill be invitedtoparticipate in rollingDivisional Value SharingPlans (the 'Divisional VSPs'). The precise terms oftheDivisional VSPs,the main features of which are described below, will be established by the Committee. The proforma rules of the Divisional VSPs are contained in an Appendix to the rules of the Plan.
Awards will be granted to selected executives within 42 days of the announcement of annual results or, if there is a prohibition on dealings at that time, as soon as practicable thereafter. Awards may also be granted to executives who commence employment with the Group shortly after they commence that employment.
Awards will entitle participants to receive ordinary shares in the Company ('Shares'). The number of Shares a participant may receive will be determined by the extent of the Company's outperformance of the performance conditions described below. Participants will not receive any Shares unless the appropriate hurdle is exceeded. Participants will be conditionally awarded a specified number of Shares for achieving predetermined levels of outperformance ('Surplus Value'). Awards will be expressed as a number of Shares for every £5 million of Surplus Value (thenumber ofSharesbeingpro-ratedfor everypart of£5millionSurplus Value) createdunder eachperformance condition.Inconsequence,there is no upper limit on the number of Shares which a participant may receive under their award.
Theentitlementsof allparticipantsunderGroupVSPawardsgrantedinanyonefinancial yearwillnotbemorethan2,500Shares foreach£5million of Surplus Value created and, of those, no one participant will be entitled to more than 1,000 Shares for each such £5 million. For awards to be granted in FY10/11,the Committee intends to grantthe CEOand the FinanceDirector 800 and 320 Shares per £5m of Surplus Value, respectively. It is proposed other participants be granted on average 160 Shares per £5m of Surplus Value.
Thenumber ofShares receivedunder anawardwillbedirectly relatedto theCompany'sperformance inrelationto two keyperformance conditions (the 'PerformanceConditions').Performance against eachofthese conditionswill be assessed over the three yearperiod commencingatthe start of the financial year in which the award is made (the 'Performance Period'). Both Performance Conditions, and therefore the number of Shares received in respect of performance over the Performance Period, will be tested on a self-standing basis. There will be no retesting of either Performance Condition.
(a) TSRElement – this part(30% for FY10/11 awards) ofthe participant's award will relate to Surplus Shareholder Value. This element will directly rewardparticipants for theCompany'sTSRduringeachPerformancePeriodoverandabovethemedianTSRofthecompanies comprisingtheFTSE 100 as at the date of grant (excluding financial services companies); and
(b) Earnings Element – this part(70% for FY10/11 awards) ofthe participant's award will relate to theCompany's Internal Value, defined as a fixed multiple of adjusted profit before tax ('PBT') plus net equity cashflows to shareholders. This element will reward participants for PBT growth and cash returns to shareholders over and above a hurdle (8.5% per annumcompound forFY10/11 awards). TheCommitteewill reviewthehurdle rate prior to the start of each cycle.
Detailed information on the Performance Conditions, and the mechanism for determining the participant's reward, are set out below.
Under theTSRElement,participantswill be directly rewardedfor theCompany's TSRperformanceduringeachPerformancePeriod(Shareholder Value) over and above the median TSR of the relevant FTSE 100 companies (Median TSR) over the same periods (Surplus Shareholder Value).
(a) TSR is a means of measuring a company's long term market return, expressed as share price performance plus dividends and other distributions in respect of those shares, with those returns treated as reinvested in shares at the date the share goes ex-dividend;
(b) theabsoluteTSRpercentageachievedby theCompany inexcessoftheMedianTSRpercentagewillbecalculated.TheresultingTSRpercentage outperformancewillbeappliedto theCompany's startingmarket capitalisationfor eachperformanceperiodtodetermine theSurplusShareholder Value created. A number of Shares will be determined by reference to the resultant amount (see below); and
(c) TSR measurements for theCompany and the relevant FTSE100 companies will be based on average share prices on the 60 dealing days prior to the relevant measuring date.
The Share entitlement for each participant will be derived from the Surplus Shareholder Value achieved by the Company in respect of the Performance Period, calculated as described in Table 1 below. A participant will have no entitlement to Shares unless the relevant hurdle is exceeded.
The method of calculation can be illustrated as follows:
– Assume that, over the Performance Period, the Median TSR is a positive return of 10% and the Company's TSR is a positive return of 15% (e.g. the total Shareholder Value grows from £4.5 billion to £5.2 billion);
– This gives a Surplus Shareholder Value for that Performance Period of £225 million (being £4.5 billion times (15 minus 10) %);
– Then a participant with an award over 300 Shares per £5 million of Surplus Shareholder Value would be entitled to 13,500 Shares (that is, 225/5 x 300 Shares).
Inadditiontotheabove,participantswillonlybeentitledtoavestingofSharesunder theTSRElementiftheCommitteeis satisfiedthatthis is justified by the underlying financial performance of the Company over the Performance Period.
Under the Earnings Element, participants will be rewarded for theCompany's growth in Internal Value over thePerformancePeriod,to the extent thatthe Internal Value grows by more than the hurdle rate of return. A participant will have no entitlementto Shares ifthe Internal Value grows by less than the hurdle rate of return. For these purposes:
• Internal Value is defined as follows:
– PBT multiplied by an appropriate multiple (the 'Multiple'), which will be determined atthe date of grant of awards by reference to theCompany's PBTfor the financial year immediatelyprecedingthe start ofthePerformancePeriodandtheCompany'smarket capitalisationas atthattime.This Multiple will also apply to the valuations for the final year of the Performance Period unless the Committee considers that unanticipated circumstances apply which justify the use of a higher or lower Multiple;
– given that less than 5% of the Group's business is transacted in theUK, PBT will be measured on a constant currency basis to maximise line of sight for participants and provide alignment with divisional participants. The Remuneration Committee will continue to have discretion to adjust PBT for items substantially outside the control of participants and to achieve fairness for participants and shareholders; and
– the result ofthe above calculation willthen be adjusted for net cash remittances to shareholders (dividends plus share buy-backs less any share issues);
•Growth in Internal Value is calculated by calculating the Internal Value for the financial year immediately preceding the start ofthe Performance Period and for the financial year immediately preceding the end of the Performance Period. The Surplus Internal Value is then calculated as follows:
EV – [SV + (SVxH)]
Where
EV is the End Value, equal to the Internal Value at the end of the Performance Period;
SV is the Starting Value, equal to the Internal Value at the start of the Performance Period; and
H is the total hurdle rate of return over the Performance Period;
• PBT for both the starting and final years will be derived from the Company's published 'headline profit before tax' for that year excluding 'Other finance income — retirement benefits'. The Committee will also have discretion to adjust the PBT figure for matters which it considers to be substantially outside the control of participants. The nature and extent of any adjustment would be intended to achieve fairness for participants and shareholders;
• The Committee will also have discretion to adjust the payout of the Earnings Element, having regard to the size and nature of any acquisitions made during the performance period and their impact on the return on invested capital.
If the Company's Surplus Internal Value in respect of the Performance Period is zero or negative (thatis,the growth in the Internal Value does not exceed the hurdle over that period), participants will not be entitled to a vesting of Shares under the Earnings Element in respect of that period. If theCompany'sSurplus Internal Value is positive in respect ofthePerformancePeriod, participantswill be entitled to a vesting ofShares in respect ofthat period. TheShare entitlement of eachparticipantwill be derived fromtheSurplus Internal Value achieved by theCompany inrespect ofthat period, calculated as described in Table 2 below.
The Plan rewards absolute outperformance in relation to each Performance Condition over the Performance Period. This is achieved by entitling participants to anumber ofShares inrespectof every£5millionofSurplusValue (orpartthereof) createdinrelationto eachPerformanceCondition (that is, Surplus Shareholder Value and Surplus Internal Value).
In relation to Surplus Shareholder Value, the potential entitlement of participants in FY10/11 is as follows.
Table 1
| Shares accrued by reference to Surplus Shareholder Value created |
|||||
|---|---|---|---|---|---|
| Chief Executive |
Finance Director |
Average for other executives |
|||
| Surplus Shareholder Value created (£0m implies TSR is in line with the Median TSR ofthe relevant FTSE100 companies) |
|||||
| At or below £0m | 0 | 0 | 0 | ||
| Above £0m and for each £5m | 240 | 96 | 48 |
In relation to Surplus Internal Value, the potential entitlement of participants in FY10/11 is as follows.
Table 2
| Shares accrued by reference to Surplus Internal Value created |
|||||
|---|---|---|---|---|---|
| Chief Executive |
Finance Director |
Average for other executives |
|||
| Surplus Internal Value created (£0m implies PBT growth x Multiple plus net cashflow to shareholders is in line with the hurdle rate – 8.5% per annum compound for FY10/11 awards – of return) |
|||||
| At or below £0m | 0 | 0 | 0 | ||
| Above £0m and for each £5m | 560 | 224 | 112 |
The Committee continues to attach great importance to the feature that the 'currency' of participants' rewards under the Plan will be in the form of Shares not cash. This is because the linkage of participants' rewards to the share price will further align the interests of shareholders and participants, and act as a further incentive to participants to deliver share price growth.However, the Committee has the power to satisfy awards in cash if this is considered appropriate for tax or regulatory reasons in any jurisdiction in which the Plan is operated.
The Committee's primary intention is to satisfy awards with existing Shares held by an employee trust or Shares held in treasury, rather than a new issue of Shares.However,theCompany retains the discretion to issue up to 5% of equity for the purpose of satisfying awards under the Plan. In addition, the Company will comply with institutional guidelines to the effect that no more than 10% of equity may be issued (or transferred as treasury shares) under all group share plans and nomore than 5% of equitymay be issued (or transferred as treasury shares) under any executive share plan in either case in any ten-year period. Where Shares to satisfy awards are held in an employee trust, that trust will not hold more than 5% of the Company's issued share capital.
The following table illustrates the 'sharing' between shareholders and participants of Surplus Value (both Surplus Shareholder Value and Surplus Internal Value) over the Performance Period for Group VSP awards granted in FY10/11.
The table shows the number of Shares vesting by reference to a range of Surplus Value created and then (in the last two rows) illustrates the percentagesharesofSurplusValuebetweenshareholdersandparticipants.For thesepurposes,thePerformanceConditionsaretreatedasasingle pool, andany additional cost or savingassociatedwithhedgingdecisions relatingto theprovisionofShares is ignored(thatis, awards arenotionally treated as satisfied in cash).
Table 3
| Range of Surplus Value created after 3 years | ||||||
|---|---|---|---|---|---|---|
| £0m | £50m | £100m | £500m | £1,000m | ||
| Illustrative FY10/11 Group VSP awards (Shares) | ||||||
| Chief Executive | – | 8,000 | 16,000 | 80,000 | 160,000 | |
| Finance Director | – | 3,200 | 6,400 | 32,000 | 64,000 | |
| Average for other Executive Committee members | – | 1,600 | 3,200 | 16,000 | 32,000 | |
| Total Shares (assumes 4 Executive Committee members) | – | 17,600 | 35,200 | 176,000 | 352,000 | |
| % of Surplus Value created for shareholders | n/a | 99.52% | 99.51% | 99.48% | 99.44% | |
| % of Surplus Value created for participants | n/a | 0.48% | 0.49% | 0.52% | 0.56% |
Aparticipantwillhaveno entitlementtoSharesunless the relevanthurdle is exceeded.Ifthehurdle isnot exceeded,the full amount ofShareholder Value or Internal Value (as the case may be) will accrue only to shareholders.
Awardsheldbyparticipantswho leave at any timeprior to the endof aPerformancePeriodwilllapse oncessationof employmentunless they leave by reason of death, disability, or in other circumstances at the discretion of the Committee ('good leavers'). Awards held by good leavers will ordinarily continue and vest atthe end ofthePerformancePeriod to the extentthatthePerformanceConditions are met atthat date. The number of Shares which would otherwise vest will be pro-rated on the basis of actual service within the Performance Period.
Exceptionally (for example, if a participantis terminally ill),theCommitteemay allowanaward to vest earlyhaving regard to performance achieved to the date of leaving. In appropriate circumstances, the Committee may moderate the application of the pro rata reduction if it considers that the participant's contribution to the business would not be fully recognised if the Share entitlement was scaled down in the manner described above.
Inthe event of a change of control oftheCompany,performancewillbemeasuredto thedate of change of control andawardswill vestto the extent that each Performance Condition is met at that date.
Onachangeof control,themethodof calculatingSurplus InternalValuewillbevariedinlightoftheacceleratedmaturityofthePlan.TheCompany's actualmarket capitalisationimmediatelyprior tothechangeof controlwillbetakenas theInternalValuefor thefinal yearofthePerformancePeriod (EV in the calculation set out above). The method of calculating Surplus Shareholder Value will also be varied, in that the amount or value of the consideration paid on change of control would be used in place of the 60 day average share price described in (c) on page 8.
Therewillbenotimepro-ratingofawards ifthechangeof controloccursmorethan12monthsafter thecommencementofthePerformancePeriod of an award. This is because the value accrues under the Plan on a time related basis so that the curtailing of the Performance Period can be expected automatically to reduce the value of the Plan.
However,ifachangeof controloccursatany timeinthe12monthsafter thecommencementofthePerformancePeriodofanaward,theCommittee will have discretion to prorate the number of Shares that would otherwise vest under the TSR Element of an award.
Any internal reorganisation to create a new holding company will not result in the accelerated vesting of awards; they will be replaced by awards over the shares in the new holding company unless the Committee determines otherwise.
If there is a variation in the share capital of the Company (including without limitation a rights or bonus issue or sub-division or consolidation of share capital, or a reduction of capital, or in the event of a demerger or payment of a special dividend),the Shares under award will be adjusted by the Committee to reflect that variation.
In the event of a demerger or other splitting-up of the existing group, the Committee will have power to authorise a partial vesting of awards if it considers that this is desirable to achieve the objectives of the Plan.
A participant will not have any voting or dividend rights in respect of Shares that are the subject of an award prior to the vesting of the award. All Shares allotted under thePlan will carry the same rights as any other issued ordinary shares in theCompany and application will be made for the Shares to be listed by the UK Listing Authority and traded on the London Stock Exchange.
Benefits received under the Plan are not pensionable and may not be assigned or transferred except on a participant's death.
In addition to the Committee's powers to vary Performance Conditions described above, it will have authority to amend the rules of the Plan, provided that no amendment to the advantage of participants or eligible employees may be made to provisions relating to the key features of the Plan withoutthe prior approval of shareholders in general meeting unless the amendmentis minor and made to benefitthe administration ofthe Plan,totakeaccountofachangeinlegislationor toobtainormaintainfavourabletax,exchangecontrolor regulatory treatmenteither forparticipants or members ofthe group. Key features are: who can be a participant,the limits on the number of Shares which can be issued under the Plan,the basis fordeterminingaparticipant's entitlementtoShares andthe terms onwhichthey canbe acquired, andtheprovisions relatingto adjustments in the event of a variation in the Company's share capital.
The Plan also enables the Committee to establish Divisional VSPs to make rolling, annual awards to executives with responsibility for managing the Group's five divisions – Smiths Detection, Smiths Medical, John Crane, Smiths Interconnect and FlexTek. Participation will be limited to the division heads and their core executive team members.
TheDivisional VSPs will operate in a similar way to theGroup VSP(thatis,thePlan as described above) by providing a reward directly linked to the performance ofthedivisioninwhichtheparticipantworks.For eachDivisional VSP,therewill be a singleperformance conditionrelatingto Internal Value created over the Performance Period, to the extent that the Internal Value grows by more than a specified percentage per annum. For these purposes:
(a) participantswillbe rewardedforgrowthindivisionalheadline operatingprofit(DivisionalProfit)times a fixedmultiple (plusnet cashremittances to the parent company) above a hurdle. The multiples will vary by division to reflect current sum of the parts valuations and market conditions;
(b) as for the Group VSP, EBIT under the Divisional VSPs will be measured on a constant currency basis;
(c) the hurdle will be based on a calculated weighted average notional cost of capital (WACC) for each division as determined by the Committee. TheCommitteewill alsohavediscretionto vary the rate that applies to any additional capitalborrowedor returnedto ensuredivisions are 'charged' appropriately for the capital they employ. The overall hurdle rate cannot fall below an agreed minimum (which will also be determined by the Committee for each division);
(d) DivisionalProfitwillbe calculatedinaccordancewithIFRS.TheCommitteewillhavediscretionto adjustfor exceptionalitems andothermatters whichit considers to be substantially outsidemanagement control. The purpose of any adjustmentwould be to ensure anoutcome thatis fair both to executives and to shareholders. Performance of each division will be measured after the cost of the relevant Divisional VSP; and
(e) theCommitteewill determine thenumber ofShareswhichaccrue to a participantfor each£5millionofSurplus Value (orpartthereof) created.
In other respects, the Divisional VSPs will generally operate in a similar way to the Group VSP, including the duration of the Performance Period and the satisfaction of awards in Shares. Some differences are, however, highlighted below.
Some structural differences arise from the factthat participants work for a division. In the eventthat a division is sold outside the group before the end of the Performance Period, the performance condition will be applied as at the time of sale. For these purposes, the amount of the sale consideration will be used to calculate the final Internal Value.However,theCommittee will have power, acting fairly and reasonably,to adjustthe rewardtoparticipants inaDivisionalVSPif,inlightofthesaleconsiderationachieved,it considers thatthehurdlereturnorMultipleoriginallyadopted was too high or too low.
VestingofShares inthese circumstanceswillbe conditionalupontheparticipant, inthe viewoftheCommittee,behavinginshareholders' interests. Any Shares due to a participant will be released in one or more tranches as determined by theCommittee (even if such date is after the end ofthe Performance Period).
Similar principles to those set out above will apply in the event of a transaction involving the demerger of a division to theCompany's shareholders. In these circumstances, the number of Shares which vest will be determined by reference to the value of the demerged division at or shortly following the demerger.
In the event of a change of control of the Company before the end of the Performance Period, the Committee will have power to require the Divisional VSPs to continue for the remainder of the Performance Period (even though the Group VSP will terminate) in order that divisional performance can be assessed on the basis originally intended. In this event, the Committee will have power to determine the basis on which the Divisional VSPs should continue, including determining the 'currency' of payment of the participant's award once Smiths' Shares have ceased to be available and implementing appropriate governance structures to safeguard the interests of participants following the change of control. Alternatively, the Committee will have power to crystallise the financial value of the Divisional VSPs on change of control (on similar principles to those setoutabove inrelationto theGroupVSP)butmaymakereleaseofthe crystallisedamountdependentontheparticipantnot resigningand/or not being dismissed for cause prior to the end of the Performance Period.
As regards the cost of the Divisional VSPs, the total cost of one cycle of awards under all five Divisional VSPs is expected to be c.1% of the total divisional surplus value created over the Performance Period (assuming that all Divisions perform in a similar way). If there was a material divergence between the divisions' achievement on WACC, then the total cost of the Divisional VSPs could exceed this estimate.
Annual General Meeting The Thomas Lord Suite, Lord's Cricket Ground, Grace Gate, St John's Wood Road, London NW8 8QN
Tuesday 16 November 2010 at 2.30pm Light refreshments only will be served.
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