28th Jul 2006 09:52
Pennon Group PLC28 July 2006 PENNON GROUP PLC ANNUAL GENERAL MEETING 2006 At the Annual General Meeting of Pennon Group Plc held on Thursday 27 July 2006,all the resolutions proposed were duly passed. The resolutions passed by theCompany other than resolutions concerning ordinary business were as follows:- ORDINARY RESOLUTION (Resolution 9) THAT conditional upon admission to the Official List of the UK Listing Authority andto trading on the London Stock Exchange plc's market for listed securitiesoccurring by 8.00am on 31 July 2006, (or such other time and/or date as theDirectors of the Company may in their absolute discretion determine) each of theCompany's issued and unissued existing ordinary shares of 1221/10p each besubdivided into three new ordinary shares of 40.7p each. ORDINARY RESOLUTION (Resolution 10) THAT in accordance with Article 6 of the Company's Articles of Association, theDirectors be authorised to allot relevant securities up to a maximum nominalamount of £30,178,532.70, that such authority shall expire on 26 October 2007or, if earlier, at the conclusion of the next Annual General Meeting. SPECIAL RESOLUTION (Resolution 11) THAT in accordance with Article 7 of the Company's Articles of Association:- (a) the Directors be given power to allot equity securities for cash; (b) that for the purpose of paragraph (1)(b) of that Article, the nominal amount to which this power is limited is £7,241,070; and (c) this power shall expire on 26 October 2007 or, if earlier, at the conclusion of the next Annual General Meeting of the Company. SPECIAL RESOLUTION (Resolution 12) THAT the Company is generally and unconditionally authorised to make market purchases(within the meaning of section 163 of the Companies Act 1985) of ordinary sharesof 40.7p each in the capital of the Company ("New Ordinary Shares" (ifResolution 9 above is passed) or of ordinary shares of 1221/10p each in thecapital of the Company ("Existing Ordinary Shares") (if Resolution 9 is notpassed) on such terms and in such manner as the Directors of the Company mayfrom time to time determine provided that: (a) the maximum number of New Ordinary Shares or Existing OrdinaryShares (as applicable) that may be purchased under this authority is 35,582,654(in respect of New Ordinary Shares) or 11,860,884 (in respect of ExistingOrdinary Shares) (being no more than 10% of the issued share capital of theCompany as at 13 June 2006); (b) the maximum price which may be paid for an ordinary sharepurchased under this authority shall not be more than the higher of (i) anamount equal to 105% of the average of the middle market quotations for such NewOrdinary Shares or Existing Ordinary Shares (as appropriate), as derived fromthe London Stock Exchange Daily Official List for the five business daysimmediately preceding the day on which that share is purchased and (ii) theamount stipulated by Article 5(1) of the Buyback and Stabilisation Regulation2003, and the minimum price which may be paid is the nominal value of each sharebeing 40.7p per New Ordinary Share or 1221/10p per Existing Ordinary Share; and (c) this authority will, unless previously varied, revoked orrenewed, expire at the conclusion of the next Annual General Meeting of theCompany or, if earlier, on 26 October 2007, but the Company may make a contractto purchase ordinary shares under this authority before its expiry which will ormay be executed wholly or partly after the expiry of this authority and may makepurchases of ordinary shares pursuant to such a contract. ORDINARY RESOLUTION (Resolution 13) THAT in accordance with Section 347C of the Companies Act 1985 the Company begenerally and unconditionally authorised to make donations to EU politicalorganisations and to incur EU political expenditure in an aggregate amount notexceeding £100,000 during the period expiring 15 months after the date of thepassing of this resolution, or if earlier at the conclusion of the next AnnualGeneral Meeting unless previously renewed, varied or revoked by the Company ingeneral meeting. For the purposes of this resolution, the expressions 'donations', 'EU political organisations' and 'EU political expenditure' have themeanings set out in Part XA of the Companies Act 1985 (as amended by thePolitical Parties, Elections and Referendums Act 2000). ORDINARY RESOLUTION (Resolution 14) THAT the six shares of nominal value 111/10p each in the authorised but unissuedordinary share capital of the Company be and are hereby cancelled pursuant tosection 121(2)(e) of the Companies Act 1985 and the authorised but unissuedshare capital of the Company be diminished by the amount of such shares socancelled. ORDINARY RESOLUTION (Resolution 15) THAT the 95,959,669 B Shares of nominal value 110p each (as defined in the Company'sArticles of Association) and the 35,858,521 Deferred Shares of 110p each (asdefined in the Company's Articles of Association) be and are hereby cancelledpursuant to section 121(2)(e) of the Companies Act 1985 and the authorised butunissued share capital of the Company be diminished by the amount of such sharesso cancelled. Two copies of all the resolutions passed by the Company other than resolutionsconcerning ordinary business have been submitted to the UK Listing Authority,and will shortly be available for inspection (normally 6 hours after thisannouncement has been made) at the UK Listing Authority's Document ViewingFacility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf LONDON E14 5HS Tel: 0207 066 1000 28 July 2006 www.pennon-group.co.uk End Transmission This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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