24 Mar 2010 17:46
Management Consulting Group PLC
24 March 2010
Management Consulting Group PLC (the 'Company')
Copies of the following documents for the Management Consulting Group PLC 2010 Annual General Meeting:
·; Annual Report and Accounts 2009
·; Notice of Annual General Meeting 2010
·; Proxy form
·; New Articles of Association referred to in the Notice of Annual General Meeting 2010
have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is located at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Copies of these documents are also available for inspection at the registered office of the Company during normal business hours until 20 April 2010. The address is:
Management Consulting Group PLC
10 Fleet Place
London
EC4M 7RB
The Annual Report and Accounts 2009 and Notice of Annual General Meeting 2010 may also be viewed on: www.mcgplc.com
The resolutions to be proposed at the Annual General Meeting include the following:
1. Share Capital Reorganisation
In accordance with Listing Rule 9.6.4, ordinary resolution 10 in the Notice of Annual General Meeting seeks authority to subdivide and convert each issued ordinary share of 25p in the capital of the Company (each an "Existing Ordinary Share") into one new ordinary share of 1p nominal value (a "New Ordinary Share") and one deferred share of 24p nominal value (a "Deferred Share") (the "Share Capital Reorganisation").
This will result in 331,390,961 New Ordinary Shares and 331,390,961 Deferred Shares being in issue immediately following the Share Capital Reorganisation, as the Company currently has 331,390,961 Existing Ordinary Shares in issue. Each shareholder's proportionate interest in the Company's issued ordinary share capital will remain unchanged as a result of the Share Capital Reorganisation.
The Board believes that the Share Capital Reorganisation will give the Company greater flexibility than it currently has to optimise its share capital structure in the future by issuing new shares. In addition, it will allow share options to be granted with an exercise price related to the current market value of the Company's shares.
Each New Ordinary Share will have the same rights (including voting and dividend rights and rights on a return of capital) as each Existing Ordinary Share has prior to the Share Capital Reorganisation. Certificates for Existing Ordinary Shares will remain valid for the same number of New Ordinary Shares arising on subdivision and conversion and no new certificates will be issued in respect of the New Ordinary Shares arising as a result of the Share Capital Reorganisation. The New Ordinary Shares may be held in certificated or uncertificated form.
The rights attaching to the Deferred Shares, which will not be listed and which will not be freely transferable, will render them effectively worthless. No share certificates will be issued in respect of the Deferred Shares.
As the Share Capital Reorganisation will involve the creation of the Deferred Shares, the Company will need to amend its Articles of Association to set out the rights attaching to the Deferred Shares, and this requires shareholder approval, which is being sought by way of a separate resolution. An exhaustive statement of the rights attaching to the Deferred Shares is set out in the Notice of Annual General Meeting. The amended Articles of Association will contain substantially the same statement of rights.
The Company will request that the London Stock Exchange and the UK Listing Authority effect appropriate arrangements to enable the New Ordinary Shares to be listed in substitution for the Existing Ordinary Shares. It is expected that dealings will commence in such New Ordinary Shares at 8.00 am on 21 April 2010.
2. Authority to make market purchases
In accordance with Listing Rule 12.4.4, special resolution 13 in the Notice of Annual General Meeting seeks general authority to be given to the directors to make market purchases of up to 33,139,096 of the Company's ordinary shares (representing less than 10% of the Company's issued ordinary share capital).
3. Adoption of new Articles of Association
The Company will be proposing the adoption of new articles of association (the "New Articles"). These are intended to replace the Company's current articles of association (the "Current Articles"). The New Articles are being proposed primarily to take account of the coming into force of the Shareholders' Rights Regulations, the implementation of the remaining provisions of the Companies Act 2006 and the creation of the Deferred Shares as a result of the Share Capital Reorganisation.
A summary of the principal changes being introduced by the revised articles is set out below, and is based on the notes to the Notice of Annual General Meeting 2010:
a. The Company's objects
The provisions regulating the operations of the Company are currently set out in the Company's memorandum and articles of association. The Company's memorandum contains, among other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake. This is drafted to give a wide scope.
The Companies Act 2006 significantly reduces the constitutional significance of a company's memorandum. The Companies Act 2006 provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company. Under the Companies Act 2006 the objects clause and all other provisions which are contained in a company's memorandum, for existing companies at 1 October 2009, are deemed to be contained in the company's articles of association but the company can remove these provisions by special resolution.
Further the Companies Act 2006 states that unless a company's articles provide otherwise, a company's objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason the Company is proposing to remove its objects clause together with all other provisions of its memorandum which, by virtue of the Companies Act 2006, are treated as forming part of the Company's articles of association as of 1 October 2009. Resolution 14(a) confirms the removal of these provisions for the Company. As the effect of this resolution will be to remove the statement currently in the Company's memorandum of association regarding limited liability, the New Articles also contain an express statement regarding the limited liability of shareholders.
b. Articles which duplicate statutory provisions
Provisions in the Current Articles which replicate provisions contained in the Companies Act 2006 are in the main amended to bring them into line with the Companies Act 2006.
c. Change of name
Under the Companies Act 1985, a company could only change its name by special resolution. Under the Companies Act 2006 a company will be able to change its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company's name.
d. Authorised share capital and unissued shares
The Companies Act 2006 abolishes the requirement for a company to have an authorised share capital and the New Articles reflect this. Directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006, save in respect of employee share schemes.
e. Redeemable shares
Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its articles the terms and manner of redemption. The Companies Act 2006 enables directors to determine such matters instead provided they are so authorised by the articles. The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would need shareholders' authority to issue new shares in the usual way.
f. Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital
Under the Companies Act 1985, a company required specific enabling provisions in its articles to purchase its own shares, to consolidate or sub-divide its shares and to reduce its share capital or other undistributable reserves as well as shareholder authority to undertake the relevant action. The Current Articles include these enabling provisions. Under the Companies Act 2006 a company will only require shareholder authority to do any of these things and it will no longer be necessary for articles to contain enabling provisions. Accordingly the relevant enabling provisions have been removed in the New Articles.
g. Use of seals
Under the Companies Act 1985, a company required authority in its articles to have an official seal for use abroad. Under the Companies Act 2006, such authority will no longer be required. Accordingly, the relevant authorisation has been removed in the New Articles.
h. Suspension of registration of share transfers
The Current Articles permit the directors to suspend the registration of transfers. Under the Companies Act 2006 share transfers must be registered as soon as practicable. The power in the Current Articles to suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.
i. Voting by proxies on a show of hands
The Shareholders' Rights Regulations have amended the Companies Act 2006 so that it now provides that each proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution. The Current Articles have been amended to reflect these changes.
j. Voting by corporate representatives
The Shareholders' Rights Regulations have amended the Companies Act 2006 in order to enable multiple representatives appointed by the same corporate member to vote in different ways on a show of hands and a poll. The New Articles contain provisions which reflect these amendments.
k. Electronic conduct of meetings
Amendments made to the Companies Act 2006 by the Shareholders' Rights Regulations specifically provide for the holding and conducting of electronic meetings. The Current Articles have been amended to reflect more closely the relevant provisions.
l. Chairman's casting vote
The New Articles remove the provision giving the chairman a casting vote in the event of an equality of votes at general meetings as this is no longer permitted under the Companies Act 2006.
m. Notice of general meetings
The Shareholders' Rights Regulations amend the Companies Act 2006 to require the company to give 21 clear days' notice of general meetings unless the company offers members an electronic voting facility and a special resolution reducing the period of notice to not less than 14 days has been passed. Annual general meetings must be held on 21 clear days' notice. The New Articles amend the provisions of the Current Articles to be consistent with the new requirements.
n. Adjournments for lack of quorum
Under the Companies Act 2006 as amended by the Shareholders' Rights Regulations, general meetings adjourned for lack of quorum must be held at least 10 clear days after the original meeting. The Current Articles have been changed to reflect this requirement.
o. Voting record date
Under the Companies Act 2006 as amended by the Shareholders' Rights Regulations the company must determine the right of members to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting, not taking account of days which are not working days. The Current Articles have been amended to reflect this requirement.
p. General
Generally the opportunity has been taken to bring clearer language into the New Articles.
q. Creation of Deferred Shares
In the event that Resolution 10 is passed, the New Articles will contain a statement of the rights attaching to the Deferred Shares, substantially in the form set out in Resolution 10.
Enquiries
Management Consulting Group PLC
| Charles Ansley | Company Secretary | 020 7710 5000 |