
The PLC has announced to its shareholders the cancellation of the AGM originally scheduled for next Wednesday 23rd November 2005 - see below for the text of the PLC's letter.
As you will be aware, the Trusts' Boards
have been calling for Resolution 4 to be rejected.
This is NOT itself the cause of the cancellation of the AGM.
In recent days, the PLC has become aware
of requirements in its Articles of Association that require certain
actions, including the need for a Director to retire by rotation.
These actions have not been taken to date. Further, there appear
to be inconsistencies and other problems with the Articles of
Association, including isses relating to proxy voting.
Whilst members of the Trusts' Boards identified some of these
shortcomings, others were discovered directly by the PLC and their
advisers.
The Trusts understand that the PLC has
taken legal advice regarding the Articles of Association and the
appropriateness of proceeding with the AGM.
The advice received has resulted in the cancellation of the AGM,
although the Trusts are not aware of the exact nature of the legal
advice.
The need to cancel the AGM is very regrettable, not least because
it delays a shareholder discussion of the trading losses.
Nevertheless, assuming that the advice proves to be well founded,
the Trusts' Boards support the Board of the PLC in taking this
decision.
As significant and responsible shareholders, we will work with the PLC through our Board members to assist in the rectification of the problems with the Articles of Association and to ensure, to the extent possible, that a new AGM can be called as soon as possible. The PLC letter refers to a target of calling the AGM early in the New Year.
We will, of course, remain independently
minded commentators on whatever resolutions are ultimately placed
before shareholders and we will vote our shareholdings according
to whatever mandate members give us on the resolutions.
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the notice of cancellation of the Annual General Meeting scheduled for 23rd November 2005 as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document |
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PLC Articles of Association |
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