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Pennon Group PLC (PNN)

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Friday 28 July, 2006

Pennon Group PLC

Result of AGM

Pennon Group PLC
28 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 the
Company 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 and
to trading on the London Stock Exchange plc's market for listed securities
occurring by 8.00am on 31 July 2006, (or such other time and/or date as the
Directors of the Company may in their absolute discretion determine) each of the
Company's issued and unissued existing ordinary shares of 1221/10p each be
subdivided 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, the
Directors be authorised to allot relevant securities up to a maximum nominal
amount of £30,178,532.70, that such authority shall expire on 26 October 2007
or, 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 shares
of 40.7p each in the capital of the Company ('New Ordinary Shares' (if
Resolution 9 above is passed) or of ordinary shares of 1221/10p each in the
capital of the Company ('Existing Ordinary Shares') (if Resolution 9 is not
passed) on such terms and in such manner as the Directors of the Company may
from time to time determine provided that:



(a)  the maximum number of New Ordinary Shares or Existing Ordinary
Shares (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 Existing
Ordinary Shares) (being no more than 10% of the issued share capital of the
Company as at 13 June 2006);



(b)  the maximum price which may be paid for an ordinary share
purchased under this authority shall not be more than the higher of (i)  an
amount equal to 105% of the average of the middle market quotations for such New
Ordinary Shares or Existing Ordinary Shares (as appropriate), as derived from
the London Stock Exchange Daily Official List for the five business days
immediately preceding the day on which that share is purchased and (ii) the
amount stipulated by Article 5(1) of the Buyback and Stabilisation Regulation
2003, and the minimum price which may be paid is the nominal value of each share
being 40.7p per New Ordinary Share or 1221/10p per Existing Ordinary Share; and



(c)  this authority will, unless previously varied, revoked or
renewed, expire at the conclusion of the next Annual General Meeting of the
Company or, if earlier, on 26 October 2007, but the Company may make a contract
to purchase ordinary shares under this authority before its expiry which will or
may be executed wholly or partly after the expiry of this authority and may make
purchases 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 be
generally and unconditionally authorised to make donations to EU political
organisations and to incur EU political expenditure in an aggregate amount not
exceeding £100,000 during the period expiring 15 months after the date of the
passing of this resolution, or if earlier at the conclusion of the next Annual
General Meeting unless previously renewed, varied or revoked by the Company in
general meeting.  For the purposes of this resolution, the expressions '
donations', 'EU political organisations' and 'EU political expenditure' have the
meanings set out in Part XA of the Companies Act 1985 (as amended by the
Political Parties, Elections and Referendums Act 2000).



                      ORDINARY RESOLUTION (Resolution 14)


THAT


the six shares of nominal value 111/10p each in the authorised but unissued
ordinary share capital of the Company be and are hereby cancelled pursuant to
section 121(2)(e) of the Companies Act 1985 and the authorised but unissued
share capital of the Company be diminished by the amount of such shares so
cancelled.


                      ORDINARY RESOLUTION (Resolution 15)


THAT


the 95,959,669 B Shares of nominal value 110p each (as defined in the Company's
Articles of Association) and the 35,858,521 Deferred Shares of 110p each (as
defined in the Company's Articles of Association) be and are hereby cancelled
pursuant to section 121(2)(e) of the Companies Act 1985 and the authorised but
unissued share capital of the Company be diminished by the amount of such shares
so cancelled.



Two copies of all the resolutions passed by the Company other than resolutions
concerning ordinary business have been submitted to the UK Listing Authority,
and will shortly be available for inspection (normally 6 hours after this
announcement has been made) 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


Tel: 0207 066 1000


28 July 2006


www.pennon-group.co.uk


End Transmission

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