Electra Private Equity PLC
08 January 2008
ELECTRA PRIVATE EQUITY PLC ('Electra' or 'the Company')
8 January 2008
Annual Report and Accounts for the Year ended 30 September 2007, Notice of
Annual General Meeting 2008, Form of Proxy for 2008 Annual General Meeting
Proposed Changes to Electra's Articles of Association
Copies of the above Accounts, Notice of Annual General Meeting and Form of Proxy
have been submitted to the UKLA and will shortly be available for inspection at
the UKLA's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone: 020 7066 1000
Certain amendments to Electra's Articles of Association will be proposed at the
Annual General Meeting of the Company to be held on 6 February 2008 to take
account of the changes brought about as a result of the partial implementation
of the Companies Act 2006. It is expected that further amendments will be
required in due course as the remainder of the Companies Act 2006 is brought
into effect. In accordance with the Disclosure and Transparency Rules a
description of the proposed amendments is set out below and this can also be
found in the Appendix to the Notice of the 2008 Annual General Meeting in
Electra's 2007 Accounts.
A copy of the Articles as proposed to be amended can be found on Electra's
website (www.electraequity.com) and at the Company's registered office
(Paternoster House, 65 St Paul's Churchyard, London, EC4M 8AB). They will also
be available at the AGM venue on the day of the AGM shortly before the meeting.
Proposed changes to the Articles of Association
Article 2 - Interpretation (and consequential amendments)
Certain definitions and expressions used through the current Articles of
Association have been changed to align them with definitions used in the
Companies Act 2006.
Article 55 - Demand for a poll
This amendment provides that, if a poll is taken, it may be by electronic means
or ballot or voting papers or ticket or any combination thereof, as the Chairman
may direct.
Article 66 - Form of proxy
Changes have been made to deal with the authentication of proxy appointments
made by electronic means.
Article 67A - Appointment of proxy
The Directors are authorised to accept proxy appointments by electronic means,
in respect of uncertificated shares through the CREST system.
Article 85 - Nomination of director for election
Changes have been inserted to deal with the authentication of electronic
communications.
Article 93A - Directors' conflicts of interests
New Article 93A confers power on the Directors to authorise any matter which
would or might otherwise constitute or give rise to a breach of the duty of a
Director under Section 175 of the Companies Act 2006 to avoid a situation in
which he has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the Company. Any such authorisation
is effective only if the interested director(s) is/are not counted in the quorum
for the Directors' meeting at which the matter is considered, and the vote(s)
(if any) of the interested director(s) on any such authorisation is/are ignored.
Any such authorisation shall extend to any actual or potential conflict of
interest which may reasonably be expected to arise out of the matter so
authorised. The Directors may impose conditions or limitations on any
authorisation and the interested Director is required to comply with any
obligations imposed on him pursuant to any such authorisation. The new Article
will take effect on 1 October 2009, or any earlier date as Section 175 of the
Companies Act 2006 comes into effect.
Articles 140, 141, 142, 143, 143A, 143B and 143C - Communications with Members
The new headings of this group of Articles and relevant amendments reflect the
new company communications provisions of the Companies Act 2006 dealing with
communications with members. These provisions prescribe methods of communication
by and to the Company for documents or information authorised or required by any
provision of the Companies Acts and provide companies with greater flexibility
in how they choose to recognise authentication of documents sent to them by
shareholders. The Articles apply the company communications provisions to all
communications with shareholders and override statutory 'deemed notice'
provisions so as to bring them into line with the existing articles.
This information is provided by RNS
The company news service from the London Stock Exchange
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