LMR Luminar Grp

 

TIDMLMR 
 
RNS Number : 4423N 
Luminar Group Holdings PLC 
10 June 2010 
 
Luminar Group Holdings Plc (the "Company") 
10 June 2010 
                    Amendments to the Articles of Association 
The Company has, in accordance with DTR 6.1.2, submitted a draft of the 
Company's proposed revised Articles of Association (the "New Articles") to the 
FSA for publication through its document viewing facility. The New Articles will 
be considered at the Annual General Meeting ("AGM") of the Company to be held on 
13 July 2010. 
The New Articles will shortly be available for inspection at the UK Listing 
Authority's Document Viewing Facility, which is situated at Financial Services 
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. They are also 
available for inspection at the Company's registered office and will be 
available at the AGM venue on the day of the AGM shortly before the meeting. 
It is proposed that the Company adopt the New Articles in order to update the 
Company's current Articles of Association ("Current Articles"), primarily to 
take account of the introduction of the Companies (Shareholders' Rights) 
Regulations 2009 ("Shareholders' Rights Regulations") and the implementation of 
the last parts of the Companies Act 2006 (the "Act"). The New Articles contain 
certain differences from the current Articles of Association (the "Current 
Articles") of the Company. The paragraphs below explain certain of the key 
changes: 
1.         The Company's objects 
The provisions regulating the operations of the Company are set out in the 
Company's memorandum and articles of association. The Company's memorandum 
contains, amongst other things, the objects clause, which sets out the scope of 
activities that the Company can undertake. 
The Act significantly reduces the importance of the Company's memorandum of 
association. The Act provides that the memorandum need only record the names of 
the subscribers and the number of shares that each subscriber has agreed to take 
in the Company. Under the Act, the objects clause and all other provisions, 
which are contained in the 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 by special resolution. 
Further, the Act states that unless the articles provide otherwise, a company's 
objects will be unrestricted. This abolishes the need for companies to have an 
objects clause. 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 Act, are treated as forming part of the Company's articles of association. A 
resolution is proposed to remove these provisions. 
2.         Companies Act 1985 
Provisions in the Current Articles that relate or refer to the Companies Act 
1985 have been amended to bring them into line with the Act. 
3.         Authorised share capital 
The Act abolishes the requirement for a company to have an authorised share 
capital. The adoption of the New Articles by the Company will have the effect of 
removing this provision relating to the maximum number of shares that may be 
allotted by the Company. The directors will be limited as to the number of 
shares they can at any time allot as shareholder authority will still be 
required to authorise the directors to allot shares. 
4.         Redeemable shares 
Prior to the Act coming into force, if a company wished to issue redeemable 
shares, it had to include, in its articles, the terms and manner in which the 
shares could be redeemed. The Act now enables directors to determine such 
matters as long as the articles give them to ability to do so. The New Articles 
contain such authorisation. 
5.         Authority to purchase own shares 
Under the Companies Act 1985, a company required specific authorisations in its 
articles (in addition to shareholder approval) to purchase its own shares. Under 
the Act, public companies no longer require specific authorisations in their 
articles to undertake these actions (although shareholder approval is still 
required), so these provisions have not been included in the New Articles. 
6.         Adjournment for lack of quorum 
Under the Act, 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 New Articles include this requirement. 
7.         Chairman's casting vote 
The New Articles remove the provision that gives the chairman a casting vote in 
the event of equality of voting as this is no longer permitted under the Act. 
8.         Voting by proxies on a show of hands 
The Act, as amended, by the Shareholders' Right Regulations, provides that any 
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 one or more to vote against the resolution. The New 
Articles reflect these changes. 
9.         Use of seals 
Under the Companies Act 1985, a company had to have authority in its articles to 
have an official seal for use abroad. The New Articles provide an alternative 
for execution of documents (other than for share certificates). 
 
10.       Deferred shares 
The Current Articles contain provisions setting out the rights and restrictions 
attaching to certain deferred shares in the capital of the Company. All of the 
deferred shares were cancelled on 30 April 2010 and so the relevant provisions 
have been deleted in the New Articles. 
11.       Proxy notices 
The Current Articles state that any appointment of proxy has to be delivered no 
later that 48 hours prior to the relevant meeting being held. This 48 hour 
deadline was inclusive of weekend and bank holidays. Section 327(3) of the Act, 
however, implements a provision that now excludes any non-working day from the 
calculation of this time limit. The New Articles reflect this change. 
12.       Voting record date 
In accordance with the provisions of the Shareholders' Rights Regulations, the 
New Articles clarify that in determining which persons are allowed to attend or 
vote at a general meeting of the Company and how many votes each person may 
cast, the Company may specify a time which may not be more than 48 hours before 
the time of the meeting (excluding any part of a day that is not a working day) 
by which a person must be entered on the register of members in order to have 
the right to attend or vote at the meeting. 
13.       Voting by corporate representatives 
The Act, as amended by the Shareholders' Rights Regulations, enables multiple 
representatives appointed by the same corporate member to vote in different ways 
on a show of hands and on a vote. The New Articles rely on the enabling 
provisions which are contained in the Act. 
14.       Electronic conduct of meetings 
Amendments made to the Act by the Shareholders' Rights Regulations specifically 
provide for the holding and conducting of electronic meetings. The New Articles 
reflect more closely the relevant provisions. 
15.       General 
Generally, the opportunity has been taken to bring clearer language into the New 
Articles and therefore a number of non-material changes and stylistic amendments 
have also been made to the Current Articles. 
For and on behalf of Luminar Group Holdings plc 
Tim O'Gorman 
Company Secretary 
Date: 10 June 2010 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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