LII Liberty Intl.

 

TIDMLII 
 
RNS Number : 7106K 
Liberty International PLC 
23 April 2010 
 

 
23 April 2010 
 
 
 
Liberty International PLC (the "Company") 
 
LIBERTY INTERNATIONAL ANNUAL FINANCIAL REPORT 2009, NOTICE OF 2010 ANNUAL 
GENERAL 
MEETING AND PROPOSED CHANGES TO ARTICLES OF ASSOCIATION 
 
Liberty International PLC has today published its Annual Report for the year 
ended 31 December 2009 ("Annual Report") and Notice of 2010 Annual General 
Meeting.  Both documents are available for download at 
www.liberty-international.co.uk. 
 
In addition, attention is drawn to the Company's Audited Preliminary Results 
which were published on 9 March 2010 and are also available for download at 
www.liberty-international.co.uk. 
 
The Notice of the Annual General Meeting contains, amongst other matters, a 
resolution which proposes changes to the Company's Articles of Association. A 
summary of the proposed changes is set out in Appendix A. 
 
Two copies of the Annual Report and Notice of 2010 Annual General Meeting have 
been submitted to the Financial Services Authority, and will shortly be 
available for inspection at the Financial Services Authority's Document Viewing 
Facility, which is situated at: 
 
The Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London 
E14 5HS 
 
Telephone: 020 7066 8333 
 
In accordance with DTR 6.3.5, information has been extracted from the Annual 
Report and is included in the Audited Preliminary Results which were released on 
9 March 2010.  This constitutes the material required by DTR 6.3.5 to be 
communicated to the media in unedited full text through a Regulatory Information 
Service. 
 
 
Susan Folger 
Company Secretary 
Liberty International PLC 
 
 
Appendix A 
Summary of proposed amendments to be made to Liberty International PLC's 
Articles of Association (which, if approved, will come into force from the close 
of the Annual General Meeting to be held on 2 June 2010). 
 
A copy of the Articles of Association showing the amendments proposed below will 
be available for inspection at the registered office of the Company at 40 
Broadway, London SW1H 0BT during normal business hours on any weekday 
(Saturdays, Sundays and public holidays excepted) up to the date of the Annual 
General Meeting. The Articles of Association as amended may also be inspected at 
the place of the Annual General Meeting at least 15 minutes prior to, and 
during, the meeting. A summary of the proposed changes is set out below: 
 
1. Articles which duplicate statutory provisions 
Provisions in the Company's current Articles of Association (the "Current 
Articles") which replicate provisions contained in the Companies Act 2006 or 
other legislation are in the main to be removed in the proposed new Articles of 
Association (the "New Articles") or otherwise amended to bring them into line 
with the Companies Act 2006. This is in line with the approach advocated by the 
Government that statutory provisions should not be duplicated in a company's 
constitution. 
 
For instance, under the Companies Act 1985, a company required specific enabling 
provisions in its articles to purchase its own shares, to consolidate or 
subdivide its shares and to reduce its share capital or other  undistributable 
reserves as well as shareholder authority to undertake the relevant action. The 
Current Articles include these enabling provisions. Under the Companies Act 2006 
a company will only require shareholder authority to do any of these things and 
it will no longer be necessary for articles to contain enabling provisions. 
Accordingly the relevant enabling provisions have been removed in the New 
Articles. 
 
2. Change of name 
Under the Companies Act 1985, a company could only change its name by special 
resolution. Under the Companies Act 2006 a company will be able to change its 
name by other means provided for by its articles. To take advantage of this 
provision, the New Articles enable the Directors to pass a resolution to change 
the company's name. 
 
3. Redeemable shares 
Under the Companies Act 1985, if a company wished to issue redeemable shares, it 
had to include in its articles the terms and manner of redemption. The Companies 
Act 2006 enables Directors to determine such matters instead provided they are 
so authorised by the articles. The New Articles contain such an authorisation. 
The Company has no plans to issue redeemable shares, other than in connection 
with the Demerger, but if it did so the Directors would need shareholders' 
authority to issue new shares in the usual way. 
 
4. Fractional entitlements 
If, following a consolidation or subdivision, a member is entitled to a fraction 
of a share the Directors have power to sell those fractions and distribute the 
proceeds to the entitled members. 
 
A new provision is proposed so that if the entitlement is less than a nominal 
amount to be decided by the Directors, the Directors may give that amount to 
charity rather than giving it to the entitled member or retaining it for the 
Company's benefit. This is in line with the model articles for public companies 
produced by the Department for Business, Innovation and Skills and ensures that 
the Directors are not obliged to distribute nominal sums to members where the 
cost of doing so might be greater than the amount to be distributed. 
 
5. Provision for employees on cessation of business 
The Companies Act 2006 provides that the powers of the Directors of a company to 
make provision for a person employed or formerly employed by the company or any 
of its subsidiaries in connection with the cessation or transfer to any person 
of the whole or part of the undertaking of the company or that subsidiary, may 
only be exercised by the Directors if they are so authorised by the company's 
articles or by the company in general meeting. The New Articles provide that the 
Directors may exercise this power. 
 
6. Use of seals 
The New Articles provide an alternative option for the execution of documents 
(other than share certificates). Under the New Articles, when the seal is 
affixed to a document it may be signed by one authorised person in the presence 
of a witness, whereas previously the requirement was for signature by either a 
Director and the secretary or two Directors or such other person or persons as 
the Directors may approve. 
 
7. Suspension of registration of share transfers 
The Current Articles permit the Directors to suspend the registration of 
transfers. Under the Companies Act 2006 share transfers must be registered as 
soon as practicable. The power in the Current Articles to suspend the 
registration of transfers is inconsistent with this requirement. Accordingly, 
this power has been removed in the New Articles. 
 
8. Voting by proxies on a show of hands 
The Shareholders' Rights Regulations have amended the Companies Act 2006 so that 
it now provides that each proxy appointed by a member has one vote on a show of 
hands unless the proxy is appointed by more than one member in which case the 
proxy has one vote for and one vote against if the proxy has been instructed by 
one or more members to vote for the resolution and by one or more members to 
vote against the resolution. The Current Articles have been updated to reflect 
these changes. 
 
9. Voting by Guardian 
Under the Current Articles, this provision gave the Directors discretion to 
allow a person appointed by the court to manage the affairs of someone suffering 
from a mental disorder to vote in place of that member. This provision has been 
removed to bring the New Articles in line with the model articles for public 
companies produced by the Department for Business, Innovation and Skills. 
 
In these circumstances the guardian or other appointed person should use their 
authority to appoint a proxy on behalf of the member (they could appoint 
themselves as proxy if they wish) and that proxy can vote. 
 
10. Voting record date 
Under the Companies Act 2006 as amended by the Shareholders' Rights Regulations, 
when the company determines the rights of members to vote at a general meeting 
by reference to the register not more than 48 hours before the time for the 
holding of the meeting, the Directors may be permitted to disregard days which 
are not working days. The Current Articles have been amended to reflect this 
provision, giving the Directors the discretion to resolve to include or 
disregard days which are not working days in calculating this period. 
 
11. Satellite meeting places 
Under the Current Articles, the company may arrange for people to take part in 
general meetings from overflow rooms. This provision has been replaced in the 
New Articles to allow for greater flexibility in being able to hold general 
meetings in more than one place. This will enable the Company to make 
arrangements that will be more convenient to shareholders and will bring the New 
Articles in line with market practice. 
 
12. Chairman's casting vote 
The New Articles remove the provision giving the Chairman a casting vote in the 
event of an equality of votes as this is no longer permitted under the Companies 
Act 2006. 
 
 
13. Adjournments for lack of quorum 
Under the Companies Act 2006 as amended by the Shareholders' Rights Regulations, 
general meetings adjourned for lack of quorum must be held at least 10 clear 
days after the original meeting. The Current Articles have been changed to 
reflect this requirement. 
 
14. Amending resolutions 
Under the Current Articles, only amendments which are clerical or which correct 
an obvious error are permitted to be made to a resolution. Under the New 
Articles, these provisions have been amended in line with English law so that an 
ordinary resolution may also be amended by giving adequate notice and if the 
Chairman considers the amendment to be within the scope of the meeting and not 
to impose further obligations on the Company. 
 
15. Quorum for meetings 
Under the Current Articles, the quorum to carry out business at a general 
meeting is two people who are entitled to vote. Under the New Articles, this has 
been amended to provide for a quorum of at least three people in line with South 
African legal requirements. 
 
16. General 
Generally the opportunity has been taken to bring clearer language into the New 
Articles and in some areas to conform the language of the New Articles with that 
used in the model articles for public companies produced by the Department for 
Business, Innovation and Skills. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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