SuperGroup Regulatory News (SGP)

28 Feb 2007 17:23

Sanctuary Group PLC28 February 2007 The Sanctuary Group PLC - Changes to Constitution Sanctuary Group PLC 28 February 2007 28 February 2007: For immediate release THE SANCTUARY GROUP Changes to Constitution The Sanctuary Group, ('Sanctuary' or the 'Company'), the international musicgroup, today announces that at its Annual General Meeting, which will take placeon 29 March 2007 at Sanctuary House, 45-53 Sinclair Road, London W14 0NS, itwill be proposing certain changes to its articles of association. Copies of the AGM Circular and the Company's annual report, which were posted toshareholders today, are available for inspection at the Financial Service'sAuthorities Document Viewing Facility which is situated at Financial ServicesAuthority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The annualreport may also be viewed on the Company's website - www.sanctuarygroup.com Sanctuary's articles of association (the "Current Articles") were adopted in1998, with minor amendments having been made subsequently. There have been anumber of legislative, regulatory and best practice developments in recent timesthat the Board believes should be reflected in the Articles (the "NewArticles"). Details of the key changes are set out below. Minor administrativeand presentational changes as well as changes made to remove provisions in theCurrent Articles which duplicate English company law are not noted. Copies ofthe Current Articles and the New Articles will be available for inspection atthe Registered Office of the Company and at the offices of Slaughter and May atOne Bunhill Row, London EC1Y 8YY during normal business hours on any weekday(public holidays excepted) from the date of this announcement until the date ofthe Annual General Meeting and at the place of that meeting for 15 minutes priorto and during the meeting. References below to Article numbers are to thenumbers in the New Articles unless otherwise stated. Articles 168 to 175 - Electronic communications The Current Articles do not properly permit the use of electronic communicationswith shareholders. The changes enable the Company to take advantage of the newprovisions of the Companies Act 2006 relating to electronic communications,which came into force in January 2007. The new provisions require that thearticles of association of companies wishing to communicate by electronic meansor by way of a website permit that form of communication or that a resolution ofmembers is passed approving such form of communication. New Article 168 includessuch an express provision. Amendments have also been proposed in respect ofspecific Articles to clarify some specific circumstances where electroniccommunications may be used. For example, under Article 58 notice of generalmeetings can be sent electronically. Similarly, under Article 125 notice ofboard meetings can be sent electronically. New Articles 81 and 82 provide forthe electronic appointment and receipt of proxies. The approval by shareholdersof Resolution 11 shall also constitute authorization by shareholders requiredfor the use of electronic communications pursuant to paragraph 6.1.8 of theDisclosure and Transparency Rules. Articles 106, 136 and 179 - Directors' indemnities These changes are proposed to reflect legislative changes introduced under theCompanies (Audit, Investigation and Community Enterprise) Act 2004. Article 106 allows Sanctuary to fund directors' expenditure in defending legalproceedings and to do anything to enable a director to avoid incurring suchexpenditure to the extent permitted by the new legislation. This statement ispermissive and does not require the funding to be granted. Any funding grantedmust be within the limits set out in the new legislation. Article 136 permits a director to vote on any resolution granting him anindemnity or funding his expenses in defending proceedings provided that allother directors are being offered substantially the same terms. Such wording isnecessary to enable a quorum of directors to vote. Article 179 sets out the circumstances in which Sanctuary can indemnify andmaintain insurance for directors and other officers and employees. Thisstatement is permissive and does not require the indemnity to be granted. Anyindemnity granted must be within the limits set out in the new legislation. Article 96 To meet the recommendations of the Combined Code, Article 96 has been amended asrequested to require re-election of directors at least every three years and fordirectors to be re-elected annually after serving for nine years. Relatedchanges are made to Articles 90 and 91. Article 105 Article 105 is proposed to be amended so that the maximum aggregate annual feespayable to Directors for their services as Directors is increased from £60,000to £400,000 to reflect current levels of fees payable to Directors and thoseanticipated for future years. Article 109 - Pensions and other benefits Article 109 of the New Articles makes clear that any pensions and benefits needto be approved by shareholders where a director or former director is not andhas not been employed the Company or any of its businesses. Article 113 - Borrowing powers Article 113 has been amended to delete certain provisions relating toconstruction which are no longer relevant to the substantive provisions of thisArticle following changes made to it in 2005. Article 165 - Accounts Article 165 of the Current Articles (Accounts to be sent to members), whichrequired hard copy accounts to be sent to each member, has been deleted. Thisprovision duplicated legal provisions and the Listing Rules relating to theprovision of financial information to shareholders. The Company intends tocontinue to supply copies of annual accounts to shareholders. Articles 17, 18, 58, 71, 80, 136, 157, 159 and 177 - Treasury Shares Various changes are proposed to reflect the changes made to relevant regulationsin relation to treasury shares in 2003. The amendments are small and reflect thefact that any shares held in treasury shall not rank for dividends or carryvoting rights and shall for certain purposes be deemed excluded from theCompany's issued capital. For example, the words " excluding any shares of thatclass held as treasury shares" have been added to the end of Article 18.1(a)reflecting the changes made to section 125 of the Companies Act 1985. Article 15.3 - Purchase of own shares - Listing Rule 12.4.1 Article 15.3 of the Current Articles had not been updated to reflect the changesmade to the Listing Rules on 1 July 2005 and its deletion is proposed since theposition under the Listing Rules will apply in any event. Article 47 - Closing of Register Article 47 of the Current Articles reflects legislation which allows a companyto give notice in newspaper to close the register of members for up to 30 days ayear. This provision will be repealed by the Companies Act 2006 and as a resultthis Article is proposed to be deleted in the New Articles. Article 69 - Postponement of General Meetings There has previously been no article which allows general meetings to bepostponed. Without such a provision, the board and the chairman do not have thepower to postpone meetings. A new article is proposed at Article 69. Articles 59.3, 74.1 and 81.1(B) - Proxy voting on a show of hands Currently a proxy is not entitled to vote on a show of hands unless a company'sarticles make contrary provision. However, proxies will be able to speak at ageneral meeting and vote on a show of hands when the relevant provisions of theCompanies Act 2006 come into force. Articles 59.3, 74.1 and 81.1(B) have beenamended in anticipation of this change of law. Article 153 (Method of Payment) We have included references to "or similar financial instrument" which willallow the Company (and thus shareholders) more flexibility in methods of paymentof dividends. Enquiries: Matthew Joy, The Sanctuary Group plc +44 (0) 20 7602 6351 James Hogan / Craig Breheny / Ash Spiegelberg Brunswick +44 (0) 20 7404 5959 Note to Editors Sanctuary is a UK listed international music group, encompassing recordedproduct, merchandising, and artist services (which encompasses artistmanagement and arranging and negotiating live performances). This information is provided by RNS The company news service from the London Stock Exchange