31st Mar 2009 08:56
Low & Bonar PLC
31 March 2009
Report & Accounts for the year ended 30 November 2008 and Annual General Meeting
Low & Bonar PLC (the "Company") confirms that its Annual General Meeting will be held on 6th May 2009 at The Cumberland Hotel, Great Cumberland Place, London, W1A 4RF.
At that meeting, in addition to customary business, the Company will be asking shareholders to approve a number of amendments to its Articles of Association, primarily to reflect the implementation of some of the remaining provisions of the Companies Act 2006 (the "Act") in October 2009.
The provisions regulating the operations of the Company are currently set out in the Company's Memorandum and Articles of Association. Under the Act, the objects clause and all other provisions which are currently contained in a company's memorandum, for existing companies at 1 October 2009, will be deemed to be contained in its articles of association but the company can remove these provisions by special resolution. Further, the Act states that, unless a company's articles provide otherwise, its objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason, the Company is proposing to remove its objects clause together with all other provisions of its Memorandum of Association which, by virtue of the Act, are to be treated as forming part of the Company's Articles of Association as of 1st October 2009.
The Act abolishes the requirement for a company to have an authorised share capital and the proposed new Articles of Association of the Company will reflect this.
Copies of the proposed new Articles of Association of the Company, and a copy of the existing Memorandum and Articles of Association marked to show the changes being proposed, will be available from today until the close of the meeting at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS and at the meeting for at least 15 minutes prior to the meeting and during the meeting.
In addition, the Shareholder Rights Directive (the "Directive") is intended to be implemented in the UK in August this year. One of the requirements of the Directive is that all general meetings must be held on 21 days' notice unless shareholders agree to a shorter notice period. The Company is proposing a resolution at the AGM so that it can continue to be able to call general meetings on 14 days' notice after the Directive is implemented, provided that the Company meets the Directive requirements for electronic voting.
The Company confirms that copies of the documents listed below have been submitted to the UK Listing Authority and will be available for inspection in the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Listing of documents:
1. Report and Accounts for the year ended 30 November 2008
2. Chairman's Explanatory Letter and Notice of Annual General Meeting
3. Annual General Meeting Proxy Card
For further information, please contact:
Low & Bonar PLC
Matthew Joy, Company Secretary 020 7535 3180
Related Shares:
LWB.L