City Announcements
AGM - Amendment to Articles of Association
Morse plc (the "Company")
AGM - Amendment to Articles of Association
The Company has, in accordance with DTR 6.1.2, submitted a draft of the Company's proposed revised Articles of Association to the UK Listing Authority. These revised Articles of Association will be considered at the Annual General Meeting (“AGM”) of the Company to be held on 30 October 2007.
The revised Articles of Association will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. They are also available on the Company’s website (www.morse.com/investor_relations.htm) and at the Company’s registered office, and will be available at the AGM venue on the day of the AGM shortly before the meeting.
It is proposed that the Company adopt a new set of Articles of Association, to take account of initial changes brought about as at the date of this meeting as a result of the partial implementation of the Companies Act 2006. It is expected that further amendments will be required at next year’s AGM to deal with further changes which will be brought about at a later date by the implementation of the remainder of the Companies Act 2006, which is expected to take place over the next 12 months. This set of Articles of Association contains certain differences from the current Articles of Association of the Company. The paragraphs below explain certain of the key changes:
Article 45 - Notice of general meetings
The provisions in the Articles dealing with the convening of general meetings and the length of notice required to convene general meetings are being brought into line with the provisions of the Companies Act 2006. An extraordinary general meeting to consider a special resolution can now be convened on 14 days notice. Previously, 21 days notice was required. This will give the Company a greater degree of flexibility in relation to taking decisions.
Article 62 - Proxies and corporate representatives
Under the Companies Act 2006 proxies are entitled to vote on a show of hands whereas under the current Articles proxies are only entitled to vote on a poll. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share held by the shareholder. The Companies Act 2006 also allows for the appointment of multiple corporate representatives, rather than a single representative which was provided for under the Companies Act 1985. However, these multiple representatives must exercise their power in the same way failing which they are treated as not having exercised the power at all.
Articles 127 to 133 - Electronic and web communications
Provisions of the Companies Act 2006 which came into force in January 2007 enable companies to communicate with members by electronic and/or website communications. The proposed amendments to the Articles allow communications to members in electronic form and, in addition, they also permit the Company to take advantage of the provisions relating to website communications. Before the Company can communicate with a member by means of website communication, the relevant member must be asked individually by the Company to agree that the Company may send or supply documents or information to him by means of a website, and the Company must either have received a positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. The Company will notify the member (either in writing, or by other permitted means) when a relevant document or information is placed on the website and a member can always request a hard copy version of the document or information.
Articles 137 to 139 - Directors’ indemnities
The Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify Directors and to fund expenditure incurred in connection with certain actions against Directors. In particular, a company that is a trustee of an occupational pension scheme can now indemnify a Director against liability incurred in connection with the company’s activities as trustee of the scheme. In addition, the existing exemption allowing a company to provide money for the purpose of funding a Director’s defence in court proceedings now expressly covers regulatory proceedings and applies to associated companies. The Article itself does not grant any indemnity to the Directors. It merely sets out a framework within which the Company may operate to indemnify its Directors.
Contacts:
Morse plc Tel: 020 8380 8000
Nicholas Sandison, Company Secretary
Investec Tel: 020 7597 5970
Rowena Murray