Annual General Meeting 2003
British Land Co PLC
28 April 2003
28th April 2003
The British Land Company PLC - 2003 Annual General Meeting
British Land has today written to Mr Kingsnorth of Laxey Partners Limited, which
acts through LIL Investments No 1 Limited and another 104 companies with the
same name but with different numbers, all based in the Isle of Man and all being
under the same control, "the LIL Companies". A copy of the letter is attached
as Appendix 1.
The LIL Companies have proposed six resolutions to be put to the Company's
Annual General Meeting in July 2003. These resolutions are listed in Appendix
2. The British Land letter outlines the Board's intentions as follows:
Resolution 1, which is duplicated in Resolution number 3, is valid and will be
submitted to the Shareholders at the meeting in July 2003.
Resolution 2 has subsequently been withdrawn by Mr Kingsnorth.
The Company has received clear legal advice that the requisition of Resolutions
4, 5 and 6 is invalid under the Companies Act 1985 as these resolutions trespass
upon the proper functions of the Board. These resolutions will not therefore be
submitted to Shareholders at the Annual General Meeting to be held in July 2003.
The LIL Companies submitted three resolutions to last year's AGM all of which
were defeated. Appendix 3 contains these resolutions together with the
percentage of votes cast by other shareholders, which, in each case, totalled
less than 3.5% of the Company's issued share capital.
Contacts
The British Land Company PLC:
John Weston Smith 020 7467 2899
Graham Roberts 020 7467 3421
Finsbury:
Edward Orlebar 020 7251 9807
Appendix 1
28th April 2003
Colin Kingsnorth Esq
Laxey Partners Limited
Stanley House
7-9 Market Hill
Douglas
Isle of Man
IMI 2BF
Dear Mr Kingsnorth,
We refer to a letter dated 26th February 2003 from LIL Investments Number 1 and
another 104 Companies with the same name but different numbers ("the Fourth
Requisition"). In that letter, you claim the right to require the Board of
British Land to place four Resolutions before Shareholders at the 2003 Annual
General Meeting (to be held on a date yet to be fixed in July). In addition, you
claim the right to withdraw one of the Resolutions requested by yourself in a
letter dated 24th September 2002 from "Laxey Partners UK Limited" ("the Third
Requisition").
A. Background
This latest Requisition brings to a total of nine the number of Resolutions you
have sought to put on the agenda in a period of ten months. We note that you own
less than 1% of British Land's issued Share Capital and do not have the support
of 99 other shareholders, as the Companies Act contemplates.
We do not believe that your continuing public campaign is either helpful or
positive for the Company's standing with its investors, tenants, bankers, joint
venture partners, staff or the public at large. Accordingly, its pursuit is not
in the interests of the general body of shareholders, with whom we have a
regular and open dialogue.
At last year's Annual General Meeting, various of your then proposals were
addressed as part of the Company's formal business (the First and Second
Requisitions) and were comprehensively defeated. We are disappointed that since
then you have failed to take advantage of the opportunity first to debate your
theories with the Company directly but instead have continued to conduct a
personalised solo campaign, largely through the newspapers.
However, Companies are not managed by referendum. The Directors continuously
consider, with their advisers, a wide range of proposals and remain confident
that in current market conditions the strategy of the Company strikes the right
balance between risk and reward.
B. Response to Requests
We have taken legal advice on the various requests that you make and respond as
follows:
1. British Land will place the first Resolution contained in the Fourth
Requisition, relating to the removal of Mr J H Ritblat as a Director, before its
Shareholders at the 2003 Annual General Meeting as requested.
2. We are advised that the second, third and fourth Resolutions contained
in the Fourth Requisition trespass upon the proper functions of the Board and
are inappropriate for submission to Shareholders at a General Meeting. They are
not, therefore, resolutions that may be requisitioned pursuant to Section 376(1)
(a) of the Companies Act 1985 and we will not be putting them to Shareholders at
the 2003 Annual General Meeting. If you wish to receive and consider the list
of the authorities that underlie this advice, please ask your solicitors to
write to ours.
3. We allowed your proposals to be voted on last year, notwithstanding that we
were not obliged to do so having regard to the legal position as set out
above. We are, however, not prepared to perpetuate such a procedure,
especially having regard to the clear views of the shareholders generally,
as expressed at that AGM only nine months ago.
4. We are also advised that your request to withdraw the second of the two
Resolutions contained in the Third Requisition is not valid in law. However,
this Resolution is also invalid as in 2. above, and so in line with your
request we will not be putting this Resolution to Shareholders.
C. Further Action
Should you have any proper and concrete proposals to create value for all
British Land Shareholders, the Directors and their advisers would be interested
to hear from you and would assure you that they will receive appropriate
attention.
However, should you choose to continue to require the Company to be run in
accordance with your personal wishes, we would remind you that there are a
number of formal routes available to Shareholders:
1. You can seek to remove any or all of the Directors from office by
requisitioning an ordinary Resolution to be put to the Annual General Meeting.
2. You can seek the liquidation of the Company's affairs by calling for a
special Resolution at the Company's Annual General Meeting (this requires a 75%
majority).
3. You can seek to appoint your own choice of Director or Directors by
requisitioning an ordinary Resolution at the Company's Annual General Meeting.
4. You can seek to amend the Articles of Association of the Company by
requisitioning a special Resolution at the Company's Annual General Meeting
(this requires a 75% majority).
5. In addition, you can at any time call for an Extraordinary General
Meeting of the Company, provided you own 10% of the shares in the Company or
have the support of 10% of the Shareholders, at which you can requisition any of
the matters cited above.
British Land encourages Shareholders at its Annual General Meetings to express
opinions and suggestions that may be of interest to other Shareholders and to
the Board. Should you wish to take advantage of this opportunity, we would be
pleased to see you at the Annual General Meeting. If you felt it appropriate to
give us notice of any questions or comments that you might want to make, we will
ensure that they receive a considered response.
Yours faithfully,
A Braine
Company Secretary
Appendix 2
Resolutions proposed to the 2003 Annual General Meeting
Requisitioned on 24 September 2002
1. "THAT, if he shall not have vacated office as a director of the Company prior to the Restated in
moving of this Resolution, Mr John Ritblat be and is hereby removed as a director of resolution 3
the Company with immediate effect.
2. THAT, in order to afford shareholders of the Company the opportunity to consider and, Withdrawn on 26
if thought fit, approve proposals for the repurchase of some of the ordinary share February 2003
capital of the Company:
(A) the directors of the Company are urged to formulate and then submit to
shareholders for approval, proposals under which the Company would invite all ordinary
shareholders to tender their shares for repurchase and cancellation by the Company, and
under which the Company will accept all such tenders (pro rata to the number of shares
tendered by each ordinary shareholder, subject to modifications to take account of any
fraction, which would otherwise arise) up to 25 per cent. of all the Company's issued
ordinary shares at a price per ordinary share of either: (i) 600p, or (ii) an amount
equal to not less than 75 per cent. of the diluted net asset value per share; whichever
is the higher;
(B) for the purpose of this resolution "diluted net asset value per share" shall
mean the fully diluted net asset value per share calculated in accordance with and
using the same accounting policies and practices as set out in note 17 of the annual
report and accounts of the Company for the year ended 31 March 2002 and which for the
avoidance of doubt is 803p for the year ended 31 March 2002".
Requisitioned on 26 February 2003
3. THAT, if he shall not have vacated office as a director of the Company prior to the Same as
moving of this resolution, Mr John Ritblat be and is hereby removed as a director of resolution 1
the Company with immediate effect.
4. THAT, if they have not done so prior to the moving of this resolution, the directors of Not valid
the Company be urged to effect within 3 months of the date of this resolution the
separation of the roles of Chairman and Managing Director so that such posts are no
longer held by the same person and that the role of Chairman of the Company is a
non-executive position.
5. THAT, the directors of the Company be urged to formulate and then submit to ordinary Not valid
shareholders of the Company for approval by no later than the date of publication of
the Company's results for the six months ended 30th September 2003, proposals pursuant
to which greater value can be delivered in the near to medium term to shareholders than
is available under a complete realisation of all the assets of the Company.
6. THAT, subject to Resolution 3 being passed, if the directors fail to formulate and Not valid
submit to ordinary shareholders proposals of a type referred to in Resolution 3 above,
or in the event that the directors consider that no alternative would provide greater
value in the near to medium term to shareholders than a realisation in full of the
Company's assets, the directors of the Company be urged to formulate and then submit to
ordinary shareholders of the Company for approval proposals pursuant to which the
assets of the Company would be fully realised and the value realised returned to
shareholders."
Appendix 3
Resolutions proposed to the 2002 Annual General Meeting
Requisitioned on 22 April 2002 Result
1 "THAT, in order to afford shareholders of the Company the opportunity to consider and, Defeated
if thought fit, approve proposals for the repurchase of some of the ordinary share
capital of the Company: 3.4% of issued
share capital,
(A) the directors of the Company are urged to formulate and then submit to excluding Laxey,
shareholders for approval, proposals under which the Company would invite all ordinary voted in favour
shareholders to tender their shares for repurchase and cancellation by the Company,
and under which the Company will accept all such tenders (pro rata to the number of
shares tendered by each ordinary shareholder, subject to modification to take account
of any fraction which would otherwise arise) subject to a maximum of 10 per cent. of
all the Company's issued ordinary shares at a price per ordinary share of either:
(i) not less than 700p; or
(ii) an amount equal to 90 per cent. of the diluted net asset value per
share;
whichever is the higher;
(B) the directors be urged to place such proposals before shareholders no later
than three months after the adoption of this resolution; and
(C) for the purpose of this resolution, and resolution 2 below, "diluted net asset
value per share" shall mean the fully diluted net asset value per share calculated in
accordance with and using the same accounting policies and practices as set out in
note 18 of the annual report and accounts of the Company for the year ended 31 March
2001 and which for the avoidance of doubt is 774p for the year ended 31 March 2001.
2. THAT, to further allow shareholders of the Company the opportunity to consider and, Defeated
if thought fit, approve proposals for the repurchase of some of the ordinary share
capital of the Company: 3.2% of issued
share capital,
(A) the directors of the Company are urged to formulate and then submit to excluding Laxey,
shareholders for approval proposals under which the Company would invite all ordinary voted in favour
shareholders to tender their shares for repurchase and cancellation by the Company on
a twice yearly basis, if, in the four weeks immediately preceding each financial year
end (currently 31 March) and each financial half-year end (currently 30 September),
the Company's ordinary shares were trading at an average price equal to a discount to
diluted net asset value per share of 15 per cent. or more, in which case, the Company
will accept, from time to time, all such tenders (pro rata to the number of shares
tendered by each ordinary shareholder, subject to modification to take into account of
any fraction which would otherwise arise) subject to a maximum of 10 per cent. of all
the Company's issued ordinary shares at that time, at a price per ordinary share not
less than an amount per share equal to 90 per cent. of the diluted net asset value per
share; and
(B) the directors be urged to place such proposals before shareholders by no later
than three months after the adoption of this resolution".
Requisitioned on 17 May 2002
3. THAT, the directors of the Company are urged to formulate proposals to be put to the Defeated
ordinary shareholders of the Company by which they are presented with an option that
a substantial proportion of the long term investment assets of the Company are managed 2.8% of issued
under contract by professional property managers". share capital,
excluding Laxey,
voted in favour
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