Last checked at 2 Aug 2010 18:15
2 August 2010
Walker Crips Group plc
Result of Annual General Meeting
Walker Crips Group plc (the "Company") confirms that all the resolutions proposed at the Annual General Meeting ("AGM") of the Company held on 16 July 2010 were duly passed, including resolution 13 which proposed the amendment of the Company's Articles of Association to take account of the implementation on 1 October 2009 of the last parts of the Companies Act 2006. A summary of resolution 13 is set out below.
In accordance with the Company's obligations under Listing Rules 9.6.1 and 9.6.2 and DTR 6.1.2(1), a copy of the resolutions passed as special business at the AGM, including the summary of resolution 13, have been forwarded to the FSA.
This document will be available for viewing at the FSA's Document Viewing Facility at 25 The North Colonnade, Canary Wharf, London E14 5HS.
| Enquires: |
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| Rodney Fitzgerald (CEO) | Tel: 0203 100 8000 | |
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Resolution 13: New Articles of Association
It is proposed in resolution 13 to adopt new articles of association (the New Articles) in order to update the Company's current articles of association (the Current Articles) primarily to take account of the implementation on 1 October 2009 of the last parts of the Companies Act 2006.
1. Articles which duplicate statutory provisions
Provisions in the Current Articles which replicate provisions contained in the Companies Act 2006 are in the main to be removed in the New Articles. This is in line with the approach advocated by the Government that statutory provisions should not be duplicated in a company's constitution.
2. Change of name
Under the Companies Act 2006 a company can 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. The Company has no plans to change its name.
3. 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.
4. Redeemable shares
At present, if a company wishes to issue redeemable shares, it must 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.
5. Provision for employees on cessation of business
The Companies Act 2006 provides that the powers of the directors of a company to make provision for a person employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary, may only be exercised by the directors of the whole or part of the undertaking authorised by the company's articles or by the company in general meeting. The New Articles provide that the directors may exercise this power.
6. Vacation of office by directors
The Current Articles specify the circumstances in which a director must vacate office. The New Articles update these provisions to reflect the approach taken on mental and physical incapacity in the model articles for public companies produced by the Department for Business and Innovation and Skills.
7. General
Generally the opportunity has been taken to bring clearer language into the New Articles and in some areas to conform the language of the New Articles with that used in the model articles for public companies produced by the Department for Business and Innovation and Skills.