Lewis(John)Partnership PLC Notice of General Meeting (8775Y)
04 Diciembre 2014 - 7:36AM
UK Regulatory
TIDMBD45
RNS Number : 8775Y
Lewis(John)Partnership PLC
04 December 2014
John Lewis Partnership plc
(the "Company")
General Meeting
4 December 2014
The Board of the Company announced today that it has convened a
General Meeting to be held at short notice by the consent of the
requisite majority of Ordinary Shareholders at Partnership House,
Carlisle Place, London, SW1P 1BX at 13.45 on 4 December 2014.
The purpose of the General Meeting is to approve certain minor,
technical amendments to the Company's articles of association that
are required to facilitate the mechanics of holding and trading in
the units (i) in the Company's 5 per cent First Cumulative
Preference Stock and (ii) in the Company's 7 1/2 per cent
Cumulative Preference Stock (together, the "Preference Shares") in
order to comply with the Company's legal obligations under the EU
Regulation on Central Securities Depositories (the "CSD
Regulation").
Under Article 3(2) of the CSD Regulation, with effect from 1
January 2015, where transactions in transferable securities take
place on a trading venue (which for these purposes includes the
London Stock Exchange), the relevant securities should be recorded
in "book entry form" (i.e. in dematerialised form) in a Central
Securities Depository on or before the intended settlement date
(unless already so recorded). This requirement will apply to the
Preference Shares, which are currently admitted to the standard
segment of the Official List maintained by the Financial Conduct
Authority and admitted to trading on the London Stock Exchange's
regulated market for listed securities.
Additionally, the Board believes that adopting the measures
necessary to accommodate settlement and holding of the Preference
Shares in dematerialised form may be of assistance in establishing
a matching facility to facilitate liquidity in the Preference
Shares in future. Should the Board take steps to establish such a
facility, an announcement will be made at that time.
A circular to shareholders containing a notice of General
Meeting has today been sent to those shareholders of the Company
who are entitled to receive notice of a General Meeting of the
Company. Under the Company's articles of association, the
Preference Shareholders have no right to receive notice of a
General Meeting and no right to attend and vote at a General
Meeting unless the preferential dividend is six months in arrear or
the resolution to be proposed at the General Meeting relates to
winding up the Company or directly affects the interest of the
Preference Shares as a class.
The preferential dividend payable on the Preference Shares is
not in arrear. The Board has concluded that the matters being voted
on do not directly affect the interest of the Preference
Shareholders as a class since the purpose of the amendments to the
Articles is simply to facilitate the mechanics of holding and
trading in the Preference Shares in order to comply with the
Company's legal obligations under the CSD Regulation. Accordingly,
Preference Shareholders were not entitled to receive notice of the
General Meeting and will not be entitled to attend and vote at the
General meeting.
Copies of the full terms of the proposed amendments to the
Company's articles of association and the notice of General Meeting
will be available for inspection at the registered office of the
Company during usual business hours on any weekday (excluding
Saturdays, Sundays and public holidays) up to and including 4
December 2014 and at Partnership House, Carlisle Place, London SW1P
1BX during the General Meeting and for at least 15 minutes before
its start.
Subject to the requisite majority of Shareholders voting in
favour of the resolution to be proposed at the General Meeting, it
is expected that the new articles of association will be adopted
with effect from 4 December 2014.
A copy of the circular to shareholders containing a notice of
General Meeting referred to above has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.Hemscott.com/nsm.do
This information is provided by RNS
The company news service from the London Stock Exchange
END
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