ELTA.L Regulatory News (ELTA)

8 Jan 2008 15:59

Electra Private Equity PLC08 January 2008 ELECTRA PRIVATE EQUITY PLC ("Electra" or "the Company") 8 January 2008 Annual Report and Accounts for the Year ended 30 September 2007, Notice ofAnnual General Meeting 2008, Form of Proxy for 2008 Annual General MeetingProposed Changes to Electra's Articles of Association Copies of the above Accounts, Notice of Annual General Meeting and Form of Proxyhave been submitted to the UKLA and will shortly be available for inspection atthe UKLA's Document Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS Telephone: 020 7066 1000 Certain amendments to Electra's Articles of Association will be proposed at theAnnual General Meeting of the Company to be held on 6 February 2008 to takeaccount of the changes brought about as a result of the partial implementationof the Companies Act 2006. It is expected that further amendments will berequired in due course as the remainder of the Companies Act 2006 is broughtinto effect. In accordance with the Disclosure and Transparency Rules adescription of the proposed amendments is set out below and this can also befound in the Appendix to the Notice of the 2008 Annual General Meeting inElectra's 2007 Accounts. A copy of the Articles as proposed to be amended can be found on Electra'swebsite (www.electraequity.com) and at the Company's registered office(Paternoster House, 65 St Paul's Churchyard, London, EC4M 8AB). They will alsobe available at the AGM venue on the day of the AGM shortly before the meeting. Proposed changes to the Articles of Association Article 2 - Interpretation (and consequential amendments) Certain definitions and expressions used through the current Articles ofAssociation have been changed to align them with definitions used in theCompanies Act 2006. Article 55 - Demand for a poll This amendment provides that, if a poll is taken, it may be by electronic meansor ballot or voting papers or ticket or any combination thereof, as the Chairmanmay direct. Article 66 - Form of proxy Changes have been made to deal with the authentication of proxy appointmentsmade by electronic means. Article 67A - Appointment of proxy The Directors are authorised to accept proxy appointments by electronic means,in respect of uncertificated shares through the CREST system. Article 85 - Nomination of director for election Changes have been inserted to deal with the authentication of electroniccommunications. Article 93A - Directors' conflicts of interests New Article 93A confers power on the Directors to authorise any matter whichwould or might otherwise constitute or give rise to a breach of the duty of aDirector under Section 175 of the Companies Act 2006 to avoid a situation inwhich he has, or can have, a direct or indirect interest that conflicts, orpossibly may conflict, with the interests of the Company. Any such authorisationis effective only if the interested director(s) is/are not counted in the quorumfor the Directors' meeting at which the matter is considered, and the vote(s)(if any) of the interested director(s) on any such authorisation is/are ignored.Any such authorisation shall extend to any actual or potential conflict ofinterest which may reasonably be expected to arise out of the matter soauthorised. The Directors may impose conditions or limitations on anyauthorisation and the interested Director is required to comply with anyobligations imposed on him pursuant to any such authorisation. The new Articlewill take effect on 1 October 2009, or any earlier date as Section 175 of theCompanies Act 2006 comes into effect. Articles 140, 141, 142, 143, 143A, 143B and 143C - Communications with Members The new headings of this group of Articles and relevant amendments reflect thenew company communications provisions of the Companies Act 2006 dealing withcommunications with members. These provisions prescribe methods of communicationby and to the Company for documents or information authorised or required by anyprovision of the Companies Acts and provide companies with greater flexibilityin how they choose to recognise authentication of documents sent to them byshareholders. The Articles apply the company communications provisions to allcommunications with shareholders and override statutory "deemed notice"provisions so as to bring them into line with the existing articles. This information is provided by RNS The company news service from the London Stock Exchange