Doc re Submission of Docs
SUBMISSION OF DOCUMENTS
Documents on The Throgmorton Trust PLC:
Copies of the Annual Report & Accounts for the year ended 30 November 2009 and
the Form of Proxy have been submitted to the UK Listing Authority, and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. No. (0)20 7066 1000
The Notice of Annual General Meeting, contained within the Annual Report and
Accounts, includes a special resolution to approve the adoption of new Articles
of Association, amended primarily to facilitate electronic communication between
the Company and its shareholders and to take account of the implementation of the
last parts of the Companies Act 2006 ("the Act") and the Companies (Shareholders'
Rights) Regulations 2009 ("the Directive"). The proposed new Articles of Association
(together with a document showing the changes to the existing Articles of Association)
are available for inspection at the Company's registered office, 33 King William Street,
London EC4R 9AS until the close of the Annual General Meeting. A copy of the proposed
new Articles of Association has also been lodged with the UK Listing Authority
and will shortly be available for publication through the above document viewing
facility.
The principal changes introduced in the new Articles proposed to be adopted by
the Company are as follows:
1. The Company's objects - The provisions regulating the operations of the
Company are currently set out in the Company's memorandum and articles
of association. The Company's memorandum contains, among other things, the
objects clause which sets out the scope of the activities the Company is
authorised to undertake. This is drafted to give a wide scope.
The Companies Act 2006 significantly reduces the constitutional significance of
a company's memorandum. The Companies Act 2006 provides that a memorandum will
record only the names of subscribers and the number of shares each subscriber
has agreed to take in the company. Under the Companies Act 2006 the objects
clause and all other provisions which are contained in a company's memorandum,
for existing companies at 1 October 2009, are deemed to be contained in the
company's articles of association but the company can remove these provisions
by special resolution.
Further the Companies Act 2006 states that, unless a company's articles provide
otherwise, a company's objects are unrestricted. This abolishes the need for
companies to have objects clauses. For this reason the Company is proposing to
remove its objects clause together with all other provisions of its memorandum
which, by virtue of the Companies Act 2006, have been treated as forming part
of the Company's articles of association. Resolution 15(A) confirms the removal
of these provisions for the Company. As the effect of this resolution will be
to remove the statement currently in the Company's memorandum of association
regarding limited liability, the New Articles also contain an express statement
regarding the limited liability of shareholders.
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. Use of seals - Under the Companies Act 1985, a company required authority in
its articles to have an official seal. Under the Companies Act 2006, such
authority will no longer be required. Accordingly, the relevant authorisation
has been removed in the New Articles.
The New Articles provide an alternative option for 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.
4. Vacation of office by directors - The Current Articles specify the
circumstances in which a director must vacate office. The New Articles update
these provisions to reflect the approach taken on mental and physical
incapacity in the model articles for public companies produced by the
Department for Business, Innovation and Skills.
5. 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 amended to reflect these changes.
6. Electronic conduct of meetings - Amendments made to the Companies Act 2006
by the Shareholders' Rights Regulations specifically provide for the holding
and conducting of electronic meetings. The Current Articles have been amended
to reflect more closely the relevant provisions.
7. 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.
8. Notice of general meetings - The Shareholders' Rights Regulations amend the
Companies Act 2006 to require the company to give 21 clear days' notice of
general meetings unless the company offers members an electronic voting
facility and a special resolution reducing the period of notice to not less
than 14 clear days has been passed. Annual general meetings must be held on 21
clear days' notice. The New Articles amend the provisions of the Current
Articles to be consistent with the new requirements.
9. 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.
10. Electronic 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 New Articles allow communications
to members in electronic form and, in addition, they also permit the Company to
take advantage of the new 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.
The New Articles allow proxies to be sent or supplied in electronic form and,
where the Company gives an electronic address in a form of proxy, shareholders
may send the appointment of proxy to that electronic address, subject to any
conditions or limitations specified in the relevant notice of meeting.
The Company may ask each member for his or her consent to receive
communications from the Company via its website. If the member does not respond
to the request for consent within 28 days, the Company may take that as consent
by the member to receive communications in this way. If the Company sends or
supplies any notice, document or information to members by making it available
on the Company's website, it must notify each member who has consented (or is
deemed to have consented) to receive documents via the website, either by post
or by email (if the member has specifically agreed to receive communications in
electronic form), that the notice, document or information has been placed on
the website. A member who has consented or is deemed to have consented to
receive communications via the website can request a hard copy of any document
at any time. Members can also revoke their consent to receive electronic
communications at any time.
In relation to joint holders of shares, the New Articles provide that the
agreement of the first-named holder on the register of members to accept
notices, documents or information electronically or via a website shall be
binding on the other joint holders.
The New Articles also deal with notices, documents or information sent by the
Company to a member which have been returned undelivered on three consecutive
occasions. The member will only be entitled to be sent further communications
upon provision of a new postal or electronic address to the Company.
11. Form of resolution - The Current Articles contain a provision that, in
certain circumstances, an extraordinary resolution is required. This provision
is being amended as the concept of extraordinary resolutions has not been
retained under the Companies Act 2006.
12. Directors' indemnification - Under Article 169(A) of the Current Articles,
the Company provides the directors and officers of the Company, subject to the
provisions of UK legislation, with an indemnity in respect of liabilities which
they may sustain or incur in relation or about the execution of their office or
otherwise in relation thereto. From 6 April 2005, the Companies (Audit
Investigations and Community Enterprise) Act 2004 introduced certain
relaxations to the previous company law prohibitions on companies indemnifying
their directors against, and on advancing funds to directors to meet the costs
of defending proceedings in relation to, liabilities incurred in the course of
their duty. Although Article 169 as presently drafted grants a wide indemnity,
it is proposed that it be amended to make it clear that the Directors have the
power to grant indemnities of the type contemplated by the new legislation.
13. Authority to allot and disapply pre-emption rights - The authority to allot
shares and disapply pre-emption rights contained in the Current Articles have
been deleted in the New Articles due to expected regular changes to Investor
Protection Committee guidelines on such matters and the fact that Investor
Protection Committee guidelines currently require annual resolutions for such
matters.
14. Suspension of transfers of shares - Articles enabling the Company to
suspend transfers of shares have been removed in the New Articles due to
inconsistency with section 771 of the Companies Act 2006.
15. Retirement of Directors - A new article (Article 116) has been incorporated
into the New Articles which requires:
(i) a non-executive director that has been in office for nine years or more; or
(ii) a director, partner, officer or employee of, or professional adviser to,
the investment manager;
to retire by rotation at every annual general meeting of the Company. The
amendment proposed in (i) is in response to guidance set out in the Combined
Code in relation to maintaining the independence of the Board. The amendment
suggested in (ii) is a requirement imposed by the Listing Rules of the UK
Listing Authority.
10 February 2010
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