7 Aug 2008 12:13
7 August 2008
M&G High Income Investment Trust plc ("the Company")
Proposed Amendments to Articles of Association
As part of the business to be transacted at the Annual General Meeting of theCompany, the directors are asking shareholders to approve a number ofamendments to the Company's current Articles of Association to take account ofchanges brought about by the Companies Act 2006 (the 2006 Act). The directorsalso wish to take this opportunity to remove historic references to `C' Shares,`I' Shares and Conversion which were only relevant during the first 18 monthsof the Company's life. As the 2006 Act will not be fully in force until October2009, it is anticipated that shareholders will be asked to approve furtherchanges to the Company's Articles at the 2009 Annual General Meeting.The 2006 Act imposes a specific duty on the directors to avoid situations whichdirectly or indirectly conflict or may possibly conflict with the interests ofthe Company. This requirement is very broad and may apply, for example, if adirector becomes a director of another company. The 2006 Act allows directorsof public companies to authorise conflicts and potential conflicts, whereappropriate, where a company's Articles of Association contain provisions tothis effect. In line with the Articles of most other public companies, theproposed Articles contain such provisions. The amendments relating todirectors' conflicts of interests will be effective from 1 October 2008, beingthe date from which the relevant changes in the law come into force.
In addition, the proposed Articles reflect the new regime for electronic communications. The Company does not currently intend to communicate with shareholders electronically and shareholders need take no action at present.
It is also proposed that provisions in the current Articles dealing with theconvening of general meetings and the length of notice required to convenegeneral meetings be amended to conform to the 2006 Act. Under the proposedArticles it would be possible to convene a meeting to consider a specialresolution with 14 clear days' notice, whereas under the current Articles 21clear days' notice is required. It is also proposed that references toextraordinary resolutions be removed from the Articles, as these no longerexist under the 2006 Act.In line with the approach being taken by most other public companies, it isalso proposed that the Articles be amended to reflect the wider scope containedwithin the 2006 Act to fund expenditure incurred in defending certain actionsagainst directors, including regulatory actions. The directors believe that theprovision of appropriate indemnities and the inclusion of provisions in theArticles to allow the funding of directors' defence costs as they are incurred,as permitted by the new legislation, provide reasonable protection for theCompany's directors, and are important to ensure that the Company continues toattract and retain the highest calibre of directors.
The proposed Articles also reflect enhanced proxy rights introduced by the 2006 Act, including provisions to allow the appointment of multiple proxies.
Other amendments of a minor, clarifying nature are also proposed. A copy of theproposed Articles showing all of the differences between the current Articlesand the changes proposed by Special Resolution 10 of the Notice of AnnualGeneral Meeting is available for inspection at the Company's registered office,or at: http://www.mandg.co.uk/Consumer/FundInformation/FundsAtoZ/InvestmentTrustFunds/HighIncomeInvestmentTrust/index.jspJonathan McClellandCompany Secretary
0207 548 3027
M & G HIGH INCOME INVESTMENT TRUST PLC