16th Apr 2007 14:56
Marshalls PLC16 April 2007 Marshalls plc Proposed amendments to Articles of Association Marshalls plc (the "Company") announces pursuant to Disclosure and TransparencyRule 6.1.2, that amendments to its Articles of Association are proposed forconsideration by shareholders at its Annual General Meeting to be held onWednesday 16 May 2007. The text of each of those Articles, highlighting theproposed amendments, is set out in the attached schedule. Resolution 11 will be proposed as a Special Resolution to adopt new Articles ofAssociation ("New Articles"). The New Articles incorporate amendments to thecurrent Articles of Association to reflect the provisions of the Companies Act2006 (the "2006 Act") which came into effect in January 2007 and thoseprovisions which will come into effect in April this year. As the Governmentintends to bring into force the provisions of the 2006 Act in various stages upto October 2008, it is anticipated that shareholders may be asked to approvefurther changes to the Company's Articles of Association during the course ofthe next two Annual General Meetings. The principal changes relate to electronic communications with shareholders. Theprovisions of the Companies Act 1985 which allowed companies to communicate withtheir shareholders electronically have been repealed and replaced by provisionsin the 2006 Act which operate in a different way and use different definitions.The New Articles will also permit the Company to use electronic communicationsfor all notices, documents and information to be sent to shareholders, inaccordance with individual shareholder preference. In addition, the New Articleswill reflect the key change introduced by the 2006 Act, which is the ability forcompanies to use website communication with shareholders as the defaultposition. The Company can ask each individual shareholder for their consent toreceive communications from the Company via the Company's website. If theshareholder does not respond to the request for consent within 28 days, theCompany may take that as consent to receive communications in this way. When theCompany places a document on its website, it must notify each shareholder who isreceiving documents via the website that the document is on the website, eitherby post or (if the shareholder has already agreed to receive documentselectronically) by e-mail. A shareholder who has received a documentelectronically can ask for a hard copy of any document at any time andshareholders can also revoke their consent to receive electronic communicationsat any time. This new regime, while continuing to ensure that shareholders areable to receive communications and documents in hard copy, if that is theirpreference, will enable the Company to take advantage of the efficiencies andcost savings inherent in electronic communications to a greater extent than iscurrently possible. SCHEDULE Article 2 - Interpretation Article 2.1 is amended to insert definitions of "the 1985 Act", "the 2006 Act"and "the Acts" to cater for the fact that the 2006 Act is being brought intoforce, and the Companies 1985 Act ("the 1985 Act") is being repealed in stages,between January 2007 and October 2008. Consequential amendments are made acrossthe Articles of Association to reflect the inclusion of these new definitions. A definition of "electronic address" is inserted. This definition correspondswith the definition of "address" in Section 1148 of the 2006 Act and is insertedas the term is used frequently in the new Articles of Association. The definition of "electronic communication" is deleted as it relates to aprovision in the 1985 Act which was repealed in January 2007. Instead, thedefinitions of "electronic form" and "electronic means" are inserted to reflectthe new terms under the 2006 Act. The definition of "in writing" is amended to clarify that, for the purposes ofthe Articles of Association, documents and information which are sentelectronically or placed on a website by the Company are "in writing". Article 61 - Periods of Notice for General Meetings and Persons Entitled toNotice The 2006 Act provides that when a company has given an electronic address in aNotice of Meeting or instrument of proxy, it is treated as having accepted thatcommunications in relation to that meeting or instrument of proxy can be sent tothat electronic address. Article 61 is amended to allow the Company to send suchnotices subject to conditions or limitations which may be contained in thenotice itself. The amendments to Article 61 deal with situations where, because of a postalstrike or similar situation beyond the control of the Company, the Company isunable to send out hard copies of the Notice of Meeting or the notification thatthe Notice of Meeting has been placed on its website. The effect of theamendments is to ensure that such failure to give notice does not invalidate theproceedings of the Meeting. The reason for the amendments is because there isdoubt as to whether the traditional alternative route of sending the Notice ofMeeting by advertisement in two national newspapers (and which is contained inArticle 180 (new Article 178)) will still be available since Section 308 of the2006 Act specifically requires the notice to be given in hard copy form,electronic form or by means of a website. Articles 81, 82, 83, 84, 86, 87 - Appointment of Proxies As noted above, the 2006 Act provides that when a company has given anelectronic address in a Notice of Meeting or instrument of proxy, it is treatedas having accepted that communications in relation to that meeting or instrumentof proxy can be sent to that electronic address. Article 81 is amended to enablethe Company to receive appointments of proxies in electronic form subject to theconditions or limitations which are specified in the Notice of Meeting. Articles82, 83, 84, 86 and 87 in relation to the receipt of proxies are amended to bringthem in line with the wording used under the 2006 Act. Articles 88 and 93 - Disclosure of Interests in Shares The provisions relating to the disclosure of interests in shares contained inthe 1985 Act, including Section 212 on company investigation powers, wererepealed in January 2007. Section 793 and related sections in Part 22 of the2006 Act, which contain the corresponding company investigation powerspreviously contained in Section 212, were brought into force simultaneously.Articles 88.1.2, 88.2.2 and 93 are amended to reflect the replacement of Section212 of the 1985 Act with Section 793 of the 2006 Act. Article 169 - Rights to Receive Copies of Accounts Article 169 (new Article 168) is amended to reflect the changes to Article 173(new Article 172) and provides for the Company to be able to give any notice, orsend any document or information to its members by making it available on theCompany's website. Article 171 - Sending of Notices, Documents and Information As noted above, for the purposes of the new Articles, any notice, document andinformation which is sent or given electronically or made available on a websiteby the Company is considered to be "in writing". Article 173 (new Article 172) is amended to reflect this position. Article 173.1 (new Article 172.2) is amended to give the Company a general powerto send or give any notice, document or information to any member by a varietyof methods such as in person, by post or in electronic form (such as by e-mail),or by making it available on the Company's website. In addition to any notice,document or information which is specifically required to be supplied under the2006 Act or the Articles of Association, new Article 172.2 will also allow theCompany to send any other document or information to members by the variety ofmethods described above. New Article 172.3 sets out when notices, documents or information given or sentby the Company to its members are deemed to be delivered. If the Company gives any notice, or sends any document or information to itsmembers by making it available on the Company's website, it must comply with therequirements under the new Article 172.5. As provided under the 2006 Act, thenew Article 172.5 allows the Company to ask each individual member for his orher consent to receive communications from the Company via a website. If themember does not respond to the request for consent within 28 days, the Companymay take that as consent by the member to receive communications in this way.When the Company makes a document available on its website, it must notify eachmember who has consented (or is deemed to have consented) to receive documentsvia the website that the document is available on the website either by post orby e-mail (if the member has already agreed to receive documentselectronically). A member who has received a document via the website canrequest a hard copy of any document at any time. Members can also revoke theirconsent to receive website communications at any time. The new Article 172.6 ensures that the provisions in new Article 172 are subjectto Article 61.2 (notices of general meetings) while the new Article 172.7 allowsthe Company to send hard copies of any notices, documents or information to anymember if it decides to do so. The reason for this is to allow the Company tosend hard copies if it needs to restrict the circulation of information incertain circumstances, such as for US securities law reasons. Article 174 is deleted. Article 175 - Notices to Joint Holders Article 175 (new Article 173) is amended to provide that the agreement of thefirst-named holder on the Register of Members to accept notices, documents orinformation electronically or via a website will be binding on the other jointholders. Provisions about Notices and Deemed Delivery (Articles 176, 177, 179, 180, 182and 183). Article 176 (new Article 174) governs the manner in which the Company givesnotices to a person entitled to a share as a result of the death or bankruptcyof a member. Minor amendments are made to this Article to ensure that it covers,in addition to notices, any "document or information" given by the Company tosuch persons. Article 177 (new Article 175) governs members with addressesoutside the UK. Amendments are made to this Article to distinguish between anactual address in the UK and an electronic address. The phrase "Subject to the Acts" has been added to the beginning of Article 179(new Article 177), which, as mentioned above, deals with a situation where,because of a postal strike, the Company is unable to send out a hard copy of aNotice of Meeting. Article 180 (new Article 178) is also being amended to make it "subject to theActs" and to provide for any notice, document or information (not being a Noticeof a General Meeting) to be given by advertisement in at least one nationaldaily newspaper published in the UK. New Article 182 (new Article 180) is amended to deal with the validation ofdocuments in electronic form by members where required by the Articles ofAssociation. In the case of notices of meeting or proxies, any validationrequirements must be specified in the notice. Article 183 (new Article 181) is amended to deal with notices, documents orinformation given or sent by the Company to a member which have been returnedundelivered after two consecutive occasions or where the address for service inthe UK appears incorrect to the Directors. The member will only be entitled toreceive such further communications on provision to the Company of a new postalor electronic address. Enquiries: Elizabeth Blease, Group Company Secretary, tel: 01484 438930 16 April 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Marshalls