Last checked at 6 Mar 2009 12:23
6 March 2009
Anglo-Eastern Plantations PLC
("AEP" or "Company")
Notice of General Meeting
Anglo-Eastern Plantations PLC, which owns approximately 132,000 hectares of plantation land, primarily in Indonesia, and operates approximately 40,000 hectares of developed plantations, has today issued a circular to shareholders (the "Circular") detailing the proposed ratification of certain of directors' actions in relation to the share buy back that was undertaken in September 2007 and proposals to amend its articles of association primarily to reflect the provisions of the Companies Act 2006. The Circular also contains notice of the General Meeting to be held at the offices of Withers LLP, 16 Old Bailey, London EC4M 7EG on 27 March 2009. A copy of the Circular and notice of the GM is available on the Company's website: www.angloeastern.co.uk.
Contact:
| Anglo-Eastern Plantations plc | |
| Donald H Low | Tel 020 7236 2838 |
| Charles Stanley Securities | |
| Russell Cook / Jen Boorer | Tel 020 7149 6000 |
Background to Share Buyback Transaction
Members granted a general authority to permit the Company to effect market purchases of the Company's own Ordinary Shares at the Company's AGM held on 1 June 2007.
On 13 September 2007, the Company purchased 50,000 Ordinary Shares from Peter O'Connor, who was at the time a Director of the Company, at a price of 386p per share. The total consideration of £193,000 was paid to Mr. O'Connor on 13 September 2007. The Ordinary Shares were, and continue to be, held as treasury shares by the Company.
The Share Buyback was subject to the provisions of the Articles and the 1985 Act. Given the general authority for the Company to purchase Ordinary Shares was properly obtained on 1 June 2007, the purchase of such shares from a Director was permitted by the Articles and the 1985 Act and would not generally require specific further Shareholder approval providing that the buyback was effected by an independent broker, that the Director disclosed his interest in the transaction to the Board and that the transaction had the sanction of a Board resolution taken at a formal Board meeting or by written resolution. However, these actions were not taken in effecting the Share Buyback.
The Share Buyback was effected at the request of Mr O'Connor. Whilst the former company secretary, Mr Rollo Barnes, discussed the proposed Share Buyback with certain members of the Board no formal Board meeting was held and the Share Buyback was not considered at a meeting of the Board nor was a written Board resolution passed. As a result no valid Board approval for the Share Buyback was obtained and no declaration of interest was made by Mr. O'Connor as required by the Articles.
The combined effect of these defects is that the Share Buyback is voidable at the instance of the Company. However, the Board has considered the terms and consequences of the Share Buyback and believes that, whilst the correct procedures were not followed, it is nevertheless in the interest of the Company to affirm the Share Buyback and the conduct of Mr O'Connor in relation to the Share Buyback. The financial impact of the Share Buyback has been to increase earnings per share and the Directors confirm that the Company had sufficient surplus cash with which to effect the Share Buyback. The Board has resolved in general to make purchases of its own shares where, as in this case, it believes the earnings or net assets per share of the Company would be improved.
The Board has therefore convened a meeting at which Shareholders will be asked, in accordance with the 2006 Act, to approve the Board's decision to proceed with, and not cancel, the Share Buyback notwithstanding that (i) Mr. O'Connor failed to declare his interest in the Share Buyback at a Board meeting; and (ii) the prior approval of a resolution of the Board of the Company to the Share Buyback was not sought or given.
New Articles of Association
The Board is also asking Shareholders to approve a number of amendments to the Company's Articles primarily to reflect the provisions of the 2006 Act.
Electronic and web communications
Provisions of the 2006 Act which came into force in January 2007 enable companies to communicate with members by electronic and/or website communications. The New Articles continue to 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, and the Company must either have received a positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. The Company will notify the member when a relevant document or information is placed on the website and a member can always request a hard copy version of the document or information.
Notice of General Meeting
A Meeting to consider, and if thought fit pass, the Resolutions will be held at the offices of Withers LLP, 16 Old Bailey, London EC4M 7EG at 10.00 a.m. on 27 March 2009.