Annual Report and Accounts

RNS Number : 4403Q

Cookson Group PLC

09 April 2009

 



9 April 2009

Cookson Group plc 

Pursuant to paragraphs 9.6.1 of the Listing Rules, two copies of the following documents have been submitted to the UK Listing Authority (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
Tel. no. + 44 (0) 20 7066 1000

• Annual Report for the year ended 31 December 2008 (the '2008 Annual Report')

• Circular and Notice of Annual General Meeting to be held on 14 May 2009

• Form of proxy for the Annual General Meeting (the 'AGM') to be held on 14 May 2009

• Letter regarding availability of the 2008 Annual Report on the Company's website

A summary of the resolutions to be proposed as special business at the forthcoming AGM, the reasons they are being proposed and the proposed changes to the Company's Articles of Association (the 'Articles') are set out below:

Resolution 12 seeks approval to continue to call general meetings on 14 clear days' notice. This resolution is required to reflect the proposed implementation in August 2009 of the Shareholder Rights Directive. The Regulations implementing this Directive will increase the notice period for general meetings of the Company to 21 days unless certain requirements are satisfied. The Company is currently able to call general meetings (other than an AGM) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so after August 2009, shareholders must have approved the calling of meetings on 14 clear days' notice.  The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive in order to be able to call a general meeting on 14 clear days' notice. Resolution 12 is proposed as a special resolution.

Resolution 13 seeks authority to consolidate all of the Company's ordinary shares into shares of a higher nominal value. If approved, the consolidation will result in Shareholders exchanging 10 existing ordinary shares of 10 pence each for 1 new ordinary share of £1 each. Such a consolidation would not affect the rights currently enjoyed by Shareholders, nor would it materially affect the proportion of the issued share capital that they hold in the Company. Resolution 13 is proposed as an ordinary resolution.

Resolution 14 proposes that with effect from 1 October 2009 or, if later, when the relevant provisions of the 2006 Companies Act are in force, all the provisions of the Company's Memorandum of Association, ('Memorandum') which by virtue of the enactment of section 28 of the 2006 Companies Act are to be treated as provisions of the Company's Articles be deleted, and that certain other associated amendments be made to the Articles. Section 28 of the 2006 Companies Act removes the requirement for companies' memoranda of association to contain the majority of the current information. This information in the memoranda of existing companies will be deemed to be part of these companies' articles of association from the date when the relevant sections of the 2006 Companies Act come into force. As a consequence of this reduction in the required information for memoranda of association, companies will no longer be required to have an authorised share capital or objects clause. The Company is proposing to make changes to its Articles to benefit from this deregulation.  Resolution 14 is proposed as a special resolution.

Resolution 15 proposes that with effect from 1 October 2009 or, if later, when the relevant provisions of the 2006 Companies Act are in force, any limit in the Articles as to the amount of shares the Company can allot, which is deemed to be imposed by virtue of the provisions on authorised share capital in the Memorandum, be revoked. In the absence of Resolution 15, when the relevant provisions of the 2006 Companies Act come into force, the current levels of authorised share capital in the Memorandum will be deemed to be a limit in the Articles as to the amount of shares the Company can allot. To avoid the application of the limit, the Company must also amend its Articles to remove any references to 'authorised share capital', and is proposing to do so as set out in Resolution 14. Resolution 15 is proposed as an ordinary resolution.

In accordance with paragraph 6.1.2 of the Disclosure and Transparency Rules, two draft copies of the Articles incorporating the amendments to be proposed at the AGM, as per resolutions 14 and 15, and to take effect from 1 October 2009, have also been submitted to the UKLA. In addition, a full set of the Articles highlighting the amendments is available for inspection until the close of the AGM at the Company's registered office and at the offices of Linklaters LLP at One Silk Street, London, EC2Y 8HQ, England.

Printed copies of the AGM documents are being posted to shareholders today. Copies of the 2008 Annual Report and Notice of Meeting, which includes explanatory notes on the proposed resolutions, are available on the Company's website at www.cooksongroup.co.uk.

Cookson announced its Preliminary Results for the year ended 31 December 2008 on 9 March 2009. The Preliminary Results announcement included a summary of the Group's financial results, a management report and a description of the principal risks and uncertainties information facing the Group. The information contained in this announcement, together with the extract of the Directors' Responsibility statement below, constitute the material required to be disclosed by DTR 6.3.5. This material is not a substitute for reading the full 2008 Annual report. The 2008 Annual Report is available on (and downloadable from) the Company's website at www.cooksongroup.co.uk.

Statement of Directors' Responsibilities for preparing the Annual Report and the financial statements

The following statement, which was prepared for the purposes of the 2008 Annual Report, is set out on page 52 of that document. As set out above, this statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from the 2008 Annual Report. It is not connected to the information presented in this announcement or in Cookson's Preliminary Results announcement that was published on 9 March 2009.

'Under applicable law and regulations, including the Disclosure and Transparency Rules, the Directors are …responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. In relation to the latter, the Directors represent that, to the best of their knowledge and belief:

(i) the Group and Company financial statements give a true and fair view of the assets, liabilities, financial position and financial result for the year ended 31 December 2008; and

(ii) the Directors' Report and information referenced therein, taken together, includes a fair review of the development and performance of the business and the position of the Company and of the Group, together with a description of the principal risks and uncertainties that they face…

On behalf of the Board

Mike Butterworth

9 March 2009'

 

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