Mucklow (A & J) Regulatory News (MKLW)

30 Apr 2007 16:52

Mucklow(A.& J.)Group PLC30 April 2007 A & J Mucklow Group plc 30 April 2007 Publication of REIT circular to shareholders As announced on 14 February 2007, A & J Mucklow Group plc (the 'Company')intends to convert the Mucklow Group to a UK Real Estate Investment Trust('UK-REIT') on 1 July 2007. In order to facilitate conversion to a UK-REIT it isnecessary, for technical reasons, to amend the Company's Articles ofAssociation. Accordingly, the Company has today issued a circular to shareholders (the'Circular') explaining the proposed conversion of the Mucklow Group to a UK-REITand convening an Extraordinary General Meeting ('EGM') to be held at 10.30 a.m.on 23 May 2007 at the Birmingham Botanical Gardens, Westbourne Road, Edgbaston,Birmingham, B15 3TR. Two copies of the Circular have been sent to the Financial Services Authorityfor publication through the Document Viewing Facility of the UK ListingAuthority at 25 The North Colonnade, Canary Wharf, London E14 5HS. The DocumentViewing Facility is open from 9am to 5.30pm on every weekday except bankholidays. Copies of the Circular are available free of charge from the Company Secretary,A & J Mucklow Group plc, 60 Whitehall Road, Halesowen, West Midlands, B63 3JS.The Circular will shortly be available on the Company's website atwww.mucklow.com. The proposed changes to the articles of association are set out in the Appendixto this announcement. Contacts: A & J Mucklow Group plc 0121 550 1841Rupert Mucklow, Chairman Appendix Proposed amendments to Articles of Association The changes proposed to be made to the Articles of Association in connectionwith the conversion of the Mucklow Group to a UK-REIT are that a new Article 157is inserted as follows: 157 Real Estate Investment Trust Cardinal principle 157(1) It is a cardinal principle that, for so long as the Companyis the principal company in a real estate investment trust ("REIT") for thepurposes of Part 4 of the Finance Act 2006, as such Part may be modified,supplemented or replaced from time to time, no member of the Group should beliable to pay tax under Regulation 10 of the Real Estate Investment Trusts(Breach of Conditions) Regulations 2006 (as such regulations may be modified,supplemented or replaced from time to time) on or in connection with the makingof a Distribution. 157(2) This Article supports such cardinal principle by, among otherthings, imposing restrictions and obligations on the shareholders of the Companyand, indirectly, certain other Persons who may have an interest in the Company,and shall be construed accordingly so as to give effect to such cardinalprinciple. Definitions and interpretation 157(3) For the purposes of this Article, the following words andexpressions shall bear the following meanings: • "business day" means a day (not being a Saturday or Sunday)on which banks are normally open for business in London; • "Distribution" means any dividend or other distribution onor in respect of the shares of the Company and references to a Distributionbeing paid include a distribution not involving a cash payment being made; • "Distribution Transfer" means a disposal or transfer(however effected) by a Person of his rights to a Distribution from the Companysuch that he is not beneficially entitled (directly or indirectly) to such aDistribution and no Person who is so entitled subsequent to such disposal ortransfer (whether the immediate transferee or not) is (whether as a result ofthe transfer or not) a Substantial Shareholder; • "Distribution Transfer Certificate" means a certificate insuch form as the Directors may specify from time to time to the effect that therelevant Person has made a Distribution Transfer, which certificate may berequired by the Directors to satisfy them that a Substantial Shareholder is notbeneficially entitled (directly or indirectly) to a Distribution; • "Excess Charge" means, in relation to a Distribution whichis paid or payable to a Person, all tax or other amounts which the Directorsconsider may become payable by the Company or any other member of the Groupunder Regulation 10 of the Real Estate Investment Trusts (Breach of Conditions)Regulations 2006 (as such regulation may be modified, supplemented or replacedfrom time to time) and any interest, penalties, fines or surcharge attributableto such tax as a result of such Distribution being paid to or in respect of thatPerson; • "Group" means the Company and the other companies in itsgroup for the purposes of section 134 of the Finance Act 2006 (as such sectionmay be modified, supplemented or replaced from time to time); • "HMRC" means HM Revenue & Customs; • "interest in the Company" includes, without limitation, aninterest in a Distribution made or to be made by the Company; • "Person" includes a body of Persons, corporate orunincorporated, wherever domiciled; • "Relevant Registered Shareholder" means a shareholder whoholds all or some of the shares in the Company that comprise a SubstantialShareholding (whether or not a Substantial Shareholder); • "Reporting Obligation" means any obligation from time totime of the Company to provide information or reports to HMRC as a result of orin connection with the Company's status as a REIT; • "Substantial Shareholding" means the shares in the Companyin relation to which or by virtue of which (in whole or in part) a Person is aSubstantial Shareholder; • "Substantial Shareholder" means any Person whose interestin the Company, whether legal or beneficial, direct or indirect, may cause anymember of the Group to be liable to pay tax under Regulation 10 of the RealEstate Investment Trusts (Breach of Conditions) Regulations 2006 (as suchregulations may be modified, supplemented or replaced from time to time) on orin connection with the making of a Distribution to or in respect of such Personincluding, at the date of adoption of this Article, any holder of excessiverights as defined in the Real Estate Investment Trusts (Breach of Conditions)Regulations 2006; 157(4) Where under this Article any certificate or declaration maybe or is required to be provided by any Person (including, without limitation, aDistribution Transfer Certificate), such certificate or declaration may berequired by the Directors (without limitation): • to be addressed to the Company, the Directors or such otherPersons as the Directors may determine (including HMRC); • to include such information as the Directors consider isrequired for the Company to comply with any Reporting Obligation; • to contain such legally binding representations andobligations as the Directors may determine; • to include an undertaking to notify the Company if theinformation in the certificate or declaration becomes or will become incorrect; • to be copied or provided to such Persons as the Directorsmay determine (including HMRC); and • to be executed in such form (including as a deed or deedpoll) as the Directors may determine. 157(5) This Article shall apply notwithstanding anyprovisions to the contrary in any other Article (including, without limitation,Articles 127 to 138 (Dividends and Reserves)). Notification of Substantial Shareholder and other status 157 (6) Each shareholder and any other relevant Person shallserve notice in writing on the Company at the Registered Office on: (a) his becoming a Substantial Shareholder or his being aSubstantial Shareholder on the date this Article comes into effect (togetherwith the percentage of voting rights, share capital or dividends he controls oris beneficially entitled to, details of the identity of the shareholder(s) whohold(s) the relevant Substantial Shareholding and such other information,certificates or declarations as the Directors may require from time to time); (b) his becoming a Relevant Registered Shareholder or his being aRelevant Registered Shareholder on the date this Article comes into effect(together with such details of the relevant Substantial Shareholder and suchother information, certificates or declarations as the Directors may requirefrom time to time); and (c) any change to the particulars contained in any such notice,including on the relevant Person ceasing to be a Substantial Shareholder or aRelevant Registered Shareholder. Any such notice shall be delivered by the end of the second business day afterthe day on which the Person becomes a Substantial Shareholder or a RelevantRegistered Shareholder (or the date this Article comes into effect, as the casemay be) or the change in relevant particulars or within such shorter or longerperiod as the Directors may specify from time to time. 157(7) The Directors may at any time give notice in writingto any Person requiring him, within such period as may be specified in thenotice (being seven days from the date of service of the notice or such shorteror longer period as the Directors may specify in the notice), to deliver to theCompany at the Registered Office such information, certificates and declarationsas the Directors may require to establish whether or not he is a SubstantialShareholder or a Relevant Registered Shareholder or to comply with any ReportingObligation. Each such Person shall deliver such information, certificates anddeclarations within the period specified in such notice. Distributions in respect of Substantial Shareholdings 157(8) In respect of any Distribution, the Directors may, ifthe Directors determine that the condition set out in Article 157(9) issatisfied in relation to any shares in the Company, withhold payment of suchDistribution on or in respect of such shares. Any Distribution so withheldshall be paid as provided in Article 157(10) and until such payment the Personswho would otherwise be entitled to the Distribution shall have no right to theDistribution or its payment. 157(9) The condition referred to in Article 157(8) is that,in relation to any shares in the Company and any Distribution to be paid or madeon and in respect of such shares: (a) the Directors believe that such shares comprise all or part ofa Substantial Shareholding of a Substantial Shareholder; and (a) the Directors are not satisfied that such SubstantialShareholder would not be beneficially entitled to the Distribution if it waspaid, and, for the avoidance of doubt, if the shares comprise all or part of aSubstantial Shareholding in respect of more than one Substantial Shareholderthis condition is not satisfied unless it is satisfied in respect of all suchSubstantial Shareholders. 157(10) If a Distribution has been withheld on or in respect ofany shares in the Company in accordance with Article 157(8) it shall be paid asfollows: (a) if it is established to the satisfaction of the Directors thatthe condition in Article 157(9) is not satisfied in relation to such shares, inwhich case the whole amount of the Distribution withheld shall be paid; and (b) if the Directors are satisfied that sufficient interests inall or some of the shares concerned have been transferred to a third party sothat such transferred shares no longer form part of the SubstantialShareholding, in which case the Distribution attributable to such shares shallbe paid (provided the Directors are satisfied that following such transfer suchshares concerned do not form part of a Substantial Shareholding); and (c) if the Directors are satisfied that as a result of a transferof interests in shares referred to in (b) above the remaining shares no longerform part of a Substantial Shareholding, in which case the Distributionattributable to such shares shall be paid. In this Article 157(10), references to the "transfer" of a share include thedisposal (by any means) of beneficial ownership of, control of voting rights inrespect of and beneficial entitlement to dividends in respect of, that share. 157(11) A Substantial Shareholder may satisfy the Directorsthat he is not beneficially entitled to a Distribution by providing aDistribution Transfer Certificate. The Directors shall be entitled to (butshall not be bound to) accept a Distribution Transfer Certificate as evidence ofthe matters therein stated and the Directors shall be entitled to require suchother information, certifications or declarations as they think fit. 157(12) The Directors may withhold payment of a Distribution onor in respect of any shares in the Company if any notice given by the Directorspursuant to Article 157(7) in relation to such shares shall not have beencomplied with to the satisfaction of the Directors within the period specifiedin such notice. Any Distribution so withheld will be paid when the notice iscomplied with to the satisfaction of the Directors unless the Directors withholdpayment pursuant to Article 157(8) and until such payment the Persons who wouldotherwise be entitled to the Distribution shall have no right to theDistribution or its payment. 157(13) If the Directors decide that payment of a Distributionshould be withheld under Articles 157(8) or 157(12), they shall within fivebusiness days give notice in writing of that decision to the Relevant RegisteredShareholder. 157(14) If any Distribution shall be paid on a SubstantialShareholding and an Excess Charge becomes payable, the Substantial Shareholdershall pay the amount of such Excess Charge and all costs and expenses incurredby the Company in connection with the recovery of such amount to the Company ondemand by the Company. Without prejudice to the right of the Company to claimsuch amount from the Substantial Shareholder, such recovery may be made out ofthe proceeds of any disposal pursuant to Article 157(21) or out of anysubsequent Distribution in respect of the shares to such Person or to theshareholders of all shares in relation to or by virtue of which the Directorsbelieve that Person has an interest in the Company (whether that Person is atthat time a Substantial Shareholder or not). Distribution Trust 157(15) If a Distribution is paid on or in respect of aSubstantial Shareholding (which, for the avoidance of doubt, shall not include aDistribution paid in circumstances where the Substantial Shareholder is notbeneficially entitled to the Distribution), the Distribution and any incomearising from it shall be held by the payee or other recipient to whom theDistribution is transferred by the payee on trust absolutely for the Personsnominated by the relevant Substantial Shareholder under Article 157(16) in suchproportions as the relevant Substantial Shareholder shall in the nominationdirect or, subject to and in default of such nomination being validly madewithin 12 years after the date the Distribution is made, for the Company or suchother Person as may be nominated by the Directors from time to time. 157(16) The relevant Substantial Shareholder of shares of theCompany in respect of which a Distribution is paid shall be entitled to nominatein writing any two or more Persons (not being Substantial Shareholders) to bethe beneficiaries of the trust on which the Distribution is held under Article157(15) and the Substantial Shareholder may in any such nomination state theproportions in which the Distribution is to be held on trust for the nominatedPersons, failing which the Distribution shall be held on trust for the nominatedPersons in equal proportions. No Person may be nominated under this Article 157who is or would, on becoming a beneficiary in accordance with the nomination,become a Substantial Shareholder. If the Substantial Shareholder making thenomination is not by virtue of Article 157(15) the trustee of the trust, thenomination shall not take effect until it is delivered to the Person who is thetrustee. 157(17) Any income arising from a Distribution which is held ontrust under Article 157(15) shall until the earlier of (i) the making of a validnomination under Article 157(16) and (ii) the expiry of the period of 12 yearsfrom the date when the Distribution is paid be accumulated as an accretion tothe Distribution. Income shall be treated as arising when payable, so that noapportionment shall take place. 157(18) No Person who by virtue of Article 157(15) holds aDistribution on trust shall be under any obligation to invest the Distributionor to deposit it in an interest-bearing account. 157(19) No Person who by virtue of Article 157(15) holds aDistribution on trust shall be liable for any breach of trust unless due to hisown wilful fraud or wrongdoing or, in the case of an incorporated Person, thefraud or wilful wrongdoing of its directors, officers or employees. Obligation to dispose 157(20) If at any time, the Directors believe that: (a) in respect of any Distribution declared or announced, thecondition set out in Article 157(9) is satisfied in respect of any shares in theCompany in relation to that Distribution; (b) a notice given by the Directors pursuant to Article 157(7) inrelation to any shares in the Company has not been complied with to thesatisfaction of the Directors within the period specified in such notice; or (c) any information, certificate or declaration provided by aPerson in relation to any shares in the Company for the purposes of thepreceding provisions of this Article 157 was materially inaccurate ormisleading, the Directors may give notice in writing (a "Disposal Notice") to any Personsthey believe are Relevant Registered Shareholders in respect of the relevantshares requiring such Relevant Registered Shareholders within 21 days of thedate of service of the notice (or such longer or shorter time as the Directorsconsider to be appropriate in the circumstances) to dispose of such number ofshares the Directors may in such notice specify or to take such other steps aswill cause the condition set out in Article 157.9 no longer to be satisfied.The Directors may, if they think fit, withdraw a Disposal Notice. 157(21) If: (a) the requirements of a Disposal Notice are not complied with tothe satisfaction of the Directors within the period specified in the relevantnotice and the relevant Disposal Notice is not withdrawn; or (b) a Distribution is paid on a Substantial Shareholding and anExcess Charge becomes payable; the Directors may arrange for the Company to sell all or some of the shares towhich the Disposal Notice relates or, as the case may be, that form part of theSubstantial Shareholding concerned. For this purpose, the Directors may makesuch arrangements as they deem appropriate. In particular, without limitation,they may authorise any officer or employee of the Company to execute anytransfer or other document on behalf of the holder or holders of the relevantshare and, in the case of a share in uncertificated form, may make sucharrangements as they think fit on behalf of the relevant holder or holders totransfer title to the relevant share. 157(22) Any sale pursuant to Article 157(21) above shall be atthe price which the Directors consider is the best price reasonably obtainableand the Directors shall not be liable to the holder or holders of the relevantshare for any alleged deficiency in the amount of the sale proceeds or any othermatter relating to the sale. 157(23) The net proceeds of the sale of any share under Article157(21) (less any amount to be retained pursuant to Article 157(14) and theexpenses of sale) shall be paid over by the Company to the former holder orholders of the relevant share upon surrender of any certificate or otherevidence of title relating to it, without interest. The receipt of the Companyshall be a good discharge for the purchase money. 157(24) The title of any transferee of shares shall not beaffected by an irregularity or invalidity of any actions purportedly takenpursuant to this Article 157. General 157(25) The Directors shall be entitled to presume withoutenquiry, unless any Director has reason to believe otherwise, that a Person isnot a Substantial Shareholder or a Relevant Registered Shareholder. 157(26) The Directors shall not be required to give any reasonsfor any decision or determination (including any decision or determination notto take action in respect of a particular Person) pursuant to this Article 157and any such determination or decision shall be final and binding on all Personsunless and until it is revoked or changed by the Directors. Any disposal ortransfer made or other thing done by or on behalf of the Board or any Directorpursuant to this Article 157 shall be binding on all Persons and shall not beopen to challenge on any ground whatsoever. 157(27) Without limiting their liability to the Company, theDirectors shall be under no liability to any other Person, and the Company shallbe under no liability to any shareholder or any other Person, for identifying orfailing to identify any Person as a Substantial Shareholder or a RelevantRegistered Shareholder. 157(28) The Directors shall not be obliged to serve any noticerequired under this Article 157 upon any Person if they do not know either hisidentity or his address. The absence of service of such a notice in suchcircumstances or any accidental error in or failure to give any notice to anyPerson upon whom notice is required to be served under this Article 157 shallnot prevent the implementation of or invalidate any procedure under this Article157. 157(29) The provisions of Articles 146 to 153 shall apply tothe service upon any Person of any notice required by this Article. Any noticerequired by this Article 157 to be served upon a Person who is not a shareholderor upon a Person who is a shareholder but whose address is not within the UnitedKingdom and who has failed to supply to the company an address within the UnitedKingdom pursuant to Article 157, shall be deemed validly served if such noticeis sent through the post in a pre-paid cover addressed to that Person orshareholder at the address if any, at which the Directors believe him to beresident or carrying on business or, in the case of a holder of depositoryreceipts or similar securities, to the address, if any, in the register ofholders of the relevant securities. Service shall, in such a case be deemed tobe effected on the day of posting and it shall be sufficient proof of service ifthat notice was properly addressed, stamped and posted. 157(30) Any notice required or permitted to be given pursuantto this Article 157 may relate to more than one share and shall specify theshare or shares to which it relates. 157(31) The Directors may require from time to time any Personwho is or claims to be a Person to whom a Distribution may be paid withoutdeduction of tax under Regulation 7 of the Real Estate Investment Trusts(Assessment, Collection and Recovery of Tax) Regulations 2006 to provide suchcertificates or declarations as they may require from time to time. 157(32) This Article 157 may be amended by special resolutionfrom time to time, including to give powers to the Directors to take such stepsas they may require in order to ensure that the Company can satisfy Condition 4of Section 106 of the Finance Act 2006 (as such section may be modified,supplemented or replaced from time to time), which relates to close companystatus, which powers may include the ability to arrange for the sale of shareson behalf of shareholders. 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