New Articles of Association
Marshalls PLC
16 April 2007
Marshalls plc
Proposed amendments to Articles of Association
Marshalls plc (the 'Company') announces pursuant to Disclosure and Transparency
Rule 6.1.2, that amendments to its Articles of Association are proposed for
consideration by shareholders at its Annual General Meeting to be held on
Wednesday 16 May 2007. The text of each of those Articles, highlighting the
proposed amendments, is set out in the attached schedule.
Resolution 11 will be proposed as a Special Resolution to adopt new Articles of
Association ('New Articles'). The New Articles incorporate amendments to the
current Articles of Association to reflect the provisions of the Companies Act
2006 (the '2006 Act') which came into effect in January 2007 and those
provisions which will come into effect in April this year. As the Government
intends to bring into force the provisions of the 2006 Act in various stages up
to October 2008, it is anticipated that shareholders may be asked to approve
further changes to the Company's Articles of Association during the course of
the next two Annual General Meetings.
The principal changes relate to electronic communications with shareholders. The
provisions of the Companies Act 1985 which allowed companies to communicate with
their shareholders electronically have been repealed and replaced by provisions
in the 2006 Act which operate in a different way and use different definitions.
The New Articles will also permit the Company to use electronic communications
for all notices, documents and information to be sent to shareholders, in
accordance with individual shareholder preference. In addition, the New Articles
will reflect the key change introduced by the 2006 Act, which is the ability for
companies to use website communication with shareholders as the default
position. The Company can ask each individual shareholder for their consent to
receive communications from the Company via the Company's website. If the
shareholder does not respond to the request for consent within 28 days, the
Company may take that as consent to receive communications in this way. When the
Company places a document on its website, it must notify each shareholder who is
receiving documents via the website that the document is on the website, either
by post or (if the shareholder has already agreed to receive documents
electronically) by e-mail. A shareholder who has received a document
electronically can ask for a hard copy of any document at any time and
shareholders can also revoke their consent to receive electronic communications
at any time. This new regime, while continuing to ensure that shareholders are
able to receive communications and documents in hard copy, if that is their
preference, will enable the Company to take advantage of the efficiencies and
cost savings inherent in electronic communications to a greater extent than is
currently possible.
SCHEDULE
Article 2 - Interpretation
Article 2.1 is amended to insert definitions of 'the 1985 Act', 'the 2006 Act'
and 'the Acts' to cater for the fact that the 2006 Act is being brought into
force, and the Companies 1985 Act ('the 1985 Act') is being repealed in stages,
between January 2007 and October 2008. Consequential amendments are made across
the Articles of Association to reflect the inclusion of these new definitions.
A definition of 'electronic address' is inserted. This definition corresponds
with the definition of 'address' in Section 1148 of the 2006 Act and is inserted
as the term is used frequently in the new Articles of Association.
The definition of 'electronic communication' is deleted as it relates to a
provision in the 1985 Act which was repealed in January 2007. Instead, the
definitions of 'electronic form' and 'electronic means' are inserted to reflect
the new terms under the 2006 Act.
The definition of 'in writing' is amended to clarify that, for the purposes of
the Articles of Association, documents and information which are sent
electronically or placed on a website by the Company are 'in writing'.
Article 61 - Periods of Notice for General Meetings and Persons Entitled to
Notice
The 2006 Act provides that when a company has given an electronic address in a
Notice of Meeting or instrument of proxy, it is treated as having accepted that
communications in relation to that meeting or instrument of proxy can be sent to
that electronic address. Article 61 is amended to allow the Company to send such
notices subject to conditions or limitations which may be contained in the
notice itself.
The amendments to Article 61 deal with situations where, because of a postal
strike or similar situation beyond the control of the Company, the Company is
unable to send out hard copies of the Notice of Meeting or the notification that
the Notice of Meeting has been placed on its website. The effect of the
amendments is to ensure that such failure to give notice does not invalidate the
proceedings of the Meeting. The reason for the amendments is because there is
doubt as to whether the traditional alternative route of sending the Notice of
Meeting by advertisement in two national newspapers (and which is contained in
Article 180 (new Article 178)) will still be available since Section 308 of the
2006 Act specifically requires the notice to be given in hard copy form,
electronic form or by means of a website.
Articles 81, 82, 83, 84, 86, 87 - Appointment of Proxies
As noted above, the 2006 Act provides that when a company has given an
electronic address in a Notice of Meeting or instrument of proxy, it is treated
as having accepted that communications in relation to that meeting or instrument
of proxy can be sent to that electronic address. Article 81 is amended to enable
the Company to receive appointments of proxies in electronic form subject to the
conditions or limitations which are specified in the Notice of Meeting. Articles
82, 83, 84, 86 and 87 in relation to the receipt of proxies are amended to bring
them in line with the wording used under the 2006 Act.
Articles 88 and 93 - Disclosure of Interests in Shares
The provisions relating to the disclosure of interests in shares contained in
the 1985 Act, including Section 212 on company investigation powers, were
repealed in January 2007. Section 793 and related sections in Part 22 of the
2006 Act, which contain the corresponding company investigation powers
previously contained in Section 212, were brought into force simultaneously.
Articles 88.1.2, 88.2.2 and 93 are amended to reflect the replacement of Section
212 of the 1985 Act with Section 793 of the 2006 Act.
Article 169 - Rights to Receive Copies of Accounts
Article 169 (new Article 168) is amended to reflect the changes to Article 173
(new Article 172) and provides for the Company to be able to give any notice, or
send any document or information to its members by making it available on the
Company's website.
Article 171 - Sending of Notices, Documents and Information
As noted above, for the purposes of the new Articles, any notice, document and
information which is sent or given electronically or made available on a website
by the Company is considered to be 'in writing'.
Article 173 (new Article 172) is amended to reflect this position.
Article 173.1 (new Article 172.2) is amended to give the Company a general power
to send or give any notice, document or information to any member by a variety
of methods such as in person, by post or in electronic form (such as by e-mail),
or by making it available on the Company's website. In addition to any notice,
document or information which is specifically required to be supplied under the
2006 Act or the Articles of Association, new Article 172.2 will also allow the
Company to send any other document or information to members by the variety of
methods described above.
New Article 172.3 sets out when notices, documents or information given or sent
by the Company to its members are deemed to be delivered.
If the Company gives any notice, or sends any document or information to its
members by making it available on the Company's website, it must comply with the
requirements under the new Article 172.5. As provided under the 2006 Act, the
new Article 172.5 allows the Company to ask each individual member for his or
her consent to receive communications from the Company via a 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.
When the Company makes a document available on its website, it must notify each
member who has consented (or is deemed to have consented) to receive documents
via the website that the document is available on the website either by post or
by e-mail (if the member has already agreed to receive documents
electronically). A member who has received a document via the website can
request a hard copy of any document at any time. Members can also revoke their
consent to receive website communications at any time.
The new Article 172.6 ensures that the provisions in new Article 172 are subject
to Article 61.2 (notices of general meetings) while the new Article 172.7 allows
the Company to send hard copies of any notices, documents or information to any
member if it decides to do so. The reason for this is to allow the Company to
send hard copies if it needs to restrict the circulation of information in
certain circumstances, such as for US securities law reasons.
Article 174 is deleted.
Article 175 - Notices to Joint Holders
Article 175 (new Article 173) is amended to 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 will be binding on the other joint
holders.
Provisions about Notices and Deemed Delivery (Articles 176, 177, 179, 180, 182
and 183).
Article 176 (new Article 174) governs the manner in which the Company gives
notices to a person entitled to a share as a result of the death or bankruptcy
of a member. Minor amendments are made to this Article to ensure that it covers,
in addition to notices, any 'document or information' given by the Company to
such persons. Article 177 (new Article 175) governs members with addresses
outside the UK. Amendments are made to this Article to distinguish between an
actual address in the UK and an electronic address.
The phrase 'Subject to the Acts' has been added to the beginning of Article 179
(new Article 177), which, as mentioned above, deals with a situation where,
because of a postal strike, the Company is unable to send out a hard copy of a
Notice of Meeting.
Article 180 (new Article 178) is also being amended to make it 'subject to the
Acts' and to provide for any notice, document or information (not being a Notice
of a General Meeting) to be given by advertisement in at least one national
daily newspaper published in the UK.
New Article 182 (new Article 180) is amended to deal with the validation of
documents in electronic form by members where required by the Articles of
Association. In the case of notices of meeting or proxies, any validation
requirements must be specified in the notice.
Article 183 (new Article 181) is amended to deal with notices, documents or
information given or sent by the Company to a member which have been returned
undelivered after two consecutive occasions or where the address for service in
the UK appears incorrect to the Directors. The member will only be entitled to
receive such further communications on provision to the Company of a new postal
or electronic address.
Enquiries: Elizabeth Blease, Group Company Secretary, tel: 01484 438930
16 April 2007
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 14 hours ago Savannah Energy
- 15 hours ago Buccaneer Energy PLC
- 15 hours ago Savannah Energy
- 15 hours ago Carclo
- 16 hours ago Schroder Japan Growth Fund