66 AVESCOGROUPPLC ANNUAL REPORT 2009
www.avesco.com
NOTICE OF MEETING
NOTES
Information on the resolutions to be proposed at the set out in Resolution 9. It is the intention of the Directors only to exercise the
Annual General Meeting authority if satisfied that to do so would result in an increase in earnings per
Resolution 1 – To receive the report and accounts
share and would be in the best interests of the shareholders generally. The
The Directors will present the report and accounts of the Company for the year
Directors have no present intention to make any such purchase.
ended 30 September 2009 together with the auditors’ report on the annual Following the introduction of the Company (Acquisition of Own Shares)
report and accounts. (Treasury Shares) Regulations 2003, certain listed companies can now, subject
Resolution 2 – To approve the Directors' Remuneration Report
to certain restrictions, hold up to 10 per cent. of their own shares acquired by
The Directors will present for approval the Directors' Remuneration Report for
way of market purchase in treasury, rather than cancelling them. The
the year ended 30 September 2009, which appears on pages 20 to 21 of the
Company would consider holding any of its own shares which it purchases
annual report and accounts.
pursuant to the authority conferred by this Resolution as treasury shares. This
would allow the Company to sell shares out of treasury, providing the
Resolutions 3 and 4 – Re-election of Directors
Company with the ability to replenish its distributable reserves. No dividends
In accordance with the Articles of Association of the Company, at each AGM
will be paid on any shares held in treasury and no voting rights will attach to
one third (or the number nearest to but not greater than one third) of the
such shares. It would also be possible for the Company to transfer shares out
Directors must retire and stand for re-election. Accordingly, Mr Andrews and
of treasury pursuant to an employee share scheme.
Mr Christmas will retire at the AGM and stand for re-election. Brief
biographical details of the Directors seeking re-election, are set out on page
Resolution 10 – Amendment of Articles of Association
17. The resolutions for the re-election of each Director will be voted on
Resolution 10, which will be proposed as a special resolution, seeks to delete
separately. Each of Mr Andrews and Mr Christmas has a contract with the
the provisions of the Company’s Memorandum of Association and to amend
Company, which is capable of termination on not less than 12 months' notice.
the Company’s Articles of Association, primarily to reflect the implementation of
the remaining provisions of the Companies Act 2006, which are explained
Resolutions 5 and 6 – Reappointment and Remuneration of Auditors
more fully below. In addition there are other changes, which are of a minor,
Resolution 5 is a resolution to reappoint PricewaterhouseCoopers LLP as the
technical or clarifying nature, which merely reflect changes made by the
Company’s auditors. Resolution 6 is to authorise the Directors to determine the
Companies Act 2006, that have not been noted below.
auditors' remuneration.
The Company’s objects and Authorised share capital
Resolution 7 - Authority to allot shares
As a result of the changes in law, the requirement for the Company to have
The authority given to the Directors to allot further shares in the capital of the
provisions in its Memorandum of Association setting out the objects of the
Company requires the prior authorisation of the shareholders in General
Company was abolished on 1 October 2009 and thereafter any existing
Meeting under Section 551 Companies Act 2006. Upon the passing of
provisions in the Company’s Memorandum of Association will be deemed to
Resolution 7 the Directors will have authority to allot up to 8,661,960 ordinary
be contained in the Company’s Articles of Association. Whilst provisions in the
shares of 10p each, which is approximately 33 per cent of the current issued
existing Memorandum of Association (including the objects clause and
share capital. This authority will expire on 11 March 2015. The Directors have no
authorised share capital statement) will, by virtue of the Companies Act 2006
present intention of exercising this authority other than as may be required
(Commencement No.8, Transitional Provisions and Savings) Order 2008, be
under the Company’s employee share schemes.
deemed to be part of the Company’s Articles of Association, these provisions
can be removed by special resolution. The removal of these provisions would
Resolution 8 - Disapplication of pre-emption rights
enable the Company to take advantage of the abolition of the requirements for
The passing of Resolution 8 will give the Directors authority under Section 561
companies to have an objects clause and an authorised share capital.
Companies Act 2006 to allot, for cash, up to 2,598,580 shares of 10p each
Directors will still be limited as to the number of shares they can allot at any
(being approximately 10 per cent of the current issued share capital) without
time by virtue of the fact that allotment authority continues to be required
being required first to offer such securities to existing shareholders in
under the Companies Act 2006. As such, the allotment of shares by the
accordance with the statutory pre-emption rights. This authority will expire 15
Directors will remain subject to the Directors obtaining the requisite authority
months from the date of the passing of the Resolution or, if earlier, at the
from the shareholders prior to such allotment, save in respect of employee
conclusion of the next following Annual General Meeting of the Company. This
share schemes.
authority will also extend to any subsequent sale of equity securities which
have been held in treasury. The limits, which apply to this authority, will apply
Redeemable shares
as a total to all and any allotments of shares and sales of treasury shares
Previously, under the Companies Act 1985, the manner and terms of
pursuant to this authority.
redemption of redeemable shares needed to be included in the articles of
association.
The Resolution will give the Company greater flexibility when considering future
opportunities. A disapplication of pre-emption rights in respect of 10 per cent of
The Companies Act 2006 now enables the Directors to determine the terms,
the issued share capital is approximately the same percentage as was
conditions and manner of redemption of redeemable shares provided they
approved at the AGM of the Company held in March 2009. A limit of 10 per
are so authorised by the articles of association. The amended Articles of
cent of the issued share capital is considered appropriate having regard to the
Association contain such an authorisation.
disproportionate level of costs that may be incurred by the Company in the
case of a pre-emptive issue of less than 10 per cent and is consistent with
Authority to purchase own shares, consolidate and sub-divide shares, and
market practice on AIM. However, the interests of existing shareholders will be
reduce share capital
protected as, except in the case of an issue to shareholders (or sale of treasury
Under the Companies Act 1985, a company required specific enabling
shares) in proportion to shareholdings or the allotment of shares under (or
provisions in its articles of association to purchase its own shares, to
transfer of treasury shares pursuant to) the Company's employee share
consolidate or sub-divide its shares and to reduce its share capital or other
schemes, the proportionate interests of shareholders cannot, without their
undistributable reserves as well as shareholder authority to undertake the
consent, be reduced by more than 10 per cent by the issue for cash of new
relevant action. Under the Companies Act 2006, a company will only require
shares or sale of treasury shares. Other than as may be required under the
shareholder authority to do any of these things. Accordingly, the relevant
Company’s employee share schemes, the Directors have no present intention
enabling provisions have been removed from the Company’s Articles of
to allot any part of the unissued share capital of the Company or, without the
Association.
prior approval of the Company in general meeting, to make any issue which
would effectively alter the control of the Company or the nature of its business.
Resolution 9 - Authority to purchase shares
The Articles of Association of the Company contain provision, with the authority
of the shareholders, for the Company to make market purchases of its own
shares. It is proposed that the Company be authorised to purchase up to
approximately 10 per cent of its issued share capital subject to the limitations
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