26th Mar 2007 12:57
ITV PLC26 March 2007 ITV plc 26 March 2007 Notice of AGM incorporating proposed amendments to ITV's articles of association ITV plc has today posted to shareholders of the Company the notice of meetingfor its Annual General Meeting to be held on 17 May 2007. The notice of meetingcontains, among others, two resolutions which propose changes to the Company'sArticles of Association ("Articles") of the Company. Details of the proposedchanges are set out below. 1. Cancellation of unissued deferred shares and preference shares All of the Company's issued convertible shares of 10 pence each were, inaccordance with the Articles and as a result of failing to meet the test forconversion into ordinary shares, automatically converted into valueless,non-voting deferred shares of 10 pence each ("deferred shares") with effect from1 January 2006. All of these deferred shares were subsequently transferred to acustodian which, in turn, transferred them to the Company for no consideration,whereupon such issued deferred shares were all duly cancelled. As aconsequence, the Company's authorised share capital now includes an amountrepresenting unissued deferred shares. The Company's authorised share capitalalso includes an amount representing unissued redeemable preference shares of £1each ("redeemable shares") which were issued and redeemed as part of thearrangements for the merger of Granada plc with Carlton Communications Plc. TheCompany has no current intention of re-issuing either the deferred shares or theredeemable shares. The purpose of this Resolution is therefore to simplify the share capitalstructure of the Company, and make consequential changes to the Articles, bycancelling the authorised but unissued share capital referable to the deferredshares and the redeemable shares and removing those provisions in the Articleswhich set out the rights and restrictions applicable to those two classes ofshares. It should be noted that if the Resolution is passed there will be noeffect on shareholders' existing holdings of ordinary shares in the Company. The Resolution set out in the Notice of Meeting is as follows: "That: (a) the authorised share capital of the Company be reduced by cancelling allof the: (i) authorised but unissued non-voting deferred shares of 10 pence each in thecapital of the Company (the "Deferred Shares"); and (ii) the authorised but unissued redeemable preference shares of £1 each in thecapital of the Company (the "Redeemable Shares"); (b) the existing articles of association of the Company be amended by thedeletion of paragraphs 4.2 to 4A (inclusive) and the removal of allconsequential references to the Deferred Shares and the Redeemable Shares." 2. Adoption of new articles of association The purpose of this Resolution is to adopt new articles of association in placeof the current Articles (if applicable, as amended in accordance with theResolution above). The material differences between the current Articles andthe proposed new articles of association of the Company (the "New Articles") tobe adopted pursuant to this resolution are set out below. Changes of a minor orpurely drafting or technical nature have not been mentioned here. (a) Electronic communications With effect from 20 January 2007, new companies legislation, which is set out inthe Companies Act 2006, was introduced to facilitate, among other things,electronic communications between companies and their shareholders. Theprinciple change to the previous legislation is that a company is now able tosend or supply documents or information to its members by publishing suchdocuments or information on a website provided that each member has been askedindividually by the company to agree to such method of communication and thecompany has not received a negative response within 28 days of such a requestbeing made. The New Articles will contain the necessary provisions to allow theCompany to take advantage of this new method of communication. Shareholders are being sent a separate letter giving further details of theCompany's proposals as regards electronic communications which all shareholdersare urged to read. Shareholders should note that, even where this Resolution ispassed, they will remain entitled to receive documents or information from theCompany in hard copy format where they so request. (b) Rotation The current Articles provide that directors shall retire from office on the datewhich is three years from the date of their election or last re-election. Inpractice, the date of the Company's AGM often falls a little over a year afterthe previous AGM, which means that the period between AGM's held in threeconsecutive years is often slightly longer than three years. So as to reconcilethis with the need for directors to be re-appointed every three years, the NewArticles will provide that each director shall retire at the AGM held in thethird calendar year since the date of his election or last re-election. The Resolution set out in the Notice of Meeting is as follows: "That: That the existing articles of association of the Company be amended by adoptingthe regulations set forth in the printed document produced to this meeting andsigned by the Chairman for the purposes of identification as the articles ofassociation of the Company, in substitution for and to the exclusion of theexisting articles of association, with effect from the conclusion of this AnnualGeneral Meeting." Enquiries: ITV plc Tel: 020 7843 8213 James Tibbitts Brigitte Trafford Citigate Dewe Rogerson Tel: 020 7638 9571 Simon Rigby This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ITV