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Resolutions Passed at AGM Re Special Business

13th Jan 2009 16:58

RNS Number : 5817L
Debenhams plc
13 January 2009
 



Debenhams plc, Registration Number: 5448421

Results of Annual General Meeting

Debenhams plc held its Annual General Meeting for shareholders at 2pm today at Holborn Gate, 26 Southampton Buildings, London WC2A 1PB. All resolutions set out in the Notice of Meeting were approved by shareholders on a show of hands.

In accordance with Listing Rules 9.6.18 and 12.4.5, the following resolutions are those which were passed at the meeting concerning special business:-

Resolution 13 - Authority to allot securities

That the directors be and they are hereby generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 ("the Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal value of £29,159 provided that this authority shall expire at the Company's next AGM after the passing of this resolution and that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Resolution 14 - Disapplication of pre-emption rights

That subject to the passing of the previous resolution the directors be and they are hereby empowered pursuant to section 95 of the Act to allot equity securities for cash as if section 89 (1) of the Act did not apply to such allotment provided that this power shall be limited to the allotment of equity securities:

a) in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
b) otherwise than pursuant to sub-paragraph a) above up to an aggregate nominal amount of £4,373

and shall expire on the conclusion of the next Annual General Meeting of the company after the passing of this resolution, save that the company may, before such expiry make an offer or agreement which would or might require equity securities as to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

Resolution 15 - Authority for Debenhams plc to buy its own shares

That the Company be and is hereby authorised to make market purchases (within the meaning of section 163(3) of the Act) of shares, subject to the following conditions:

 

a) the maximum number of shares authorised to be purchased may not be more than 87,477,032 shares;
 
b) the minimum price which may be paid for a share is 0.01 pence being the nominal value of each share;
 
c) the maximum price which may be paid for each share shall be the higher of: (i) an amount equal to 105 per cent of the average of the middle market quotations of a share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid for a share as derived from the London Stock Exchange Trading System (SETS);
 
d) unless previously renewed, varied or revoked the authority shall expire at the close of the next AGM of the Company or 18 months from the date of this resolution (whichever is earlier); and
 
e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

 

Resolution 16 - Adoption of New Articles of Association

That the Articles of Association produced to the meeting and signed by the Chairman of the meeting for the purposes of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association, with effect from the conclusion of the AGM.

A summary of the AGM presentation including the proxy votes received for each resolution will be available on the Company's website: www.debenhamsplc.com.

Paul Eardley

Company Secretary

13 January 2009

This information is provided by RNS
The company news service from the London Stock Exchange
 
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