Annual report and financial statements 2011 - Analist.nl

69
Overview
A special resolution will also be proposed to renew the directors’
powers to make non pre-emptive issues for cash in connection
with rights issues and otherwise up to a nominal amount of
£19,811,855. A special resolution will also be proposed to renew
the directors’ authority to repurchase the Company’s ordinary shares
in the market. The authority will be limited to a maximum of 158m
ordinary shares and sets the minimum and maximum prices
which will be paid.
Interests in voting rights
Information provided to the Company pursuant to the Financial
Services Authority’s (FSA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on
the Company’s website. As at 23 May 2011, the Company had
been notified under DTR5 of the following significant holdings of
voting rights in its shares.
Ordinary shares % of capital Nature of holding
Brandes Investment
Partners, L.P. 111,595,173 6.57% Indirect interest
Capital Research &
Management 80,728,653 5.09% Indirect interest
AXA S.A. 76,111,596 4.81% Direct & indirect
Legal & General
Group plc 63,188,329 3.99% Direct interest
The Wellcome Trust 47,464,282 3.01% Direct interest
Deadlines for exercising voting rights
Votes are exercisable at a general meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy, or in relation to
corporate members, by corporate representatives. The Articles
provide a deadline for submission of proxy forms of not less than
48 hours before the time appointed for the holding of the meeting
or adjourned meeting.
Significant agreements – change of control
There are a number of agreements to which the Company is party
that take effect, alter or terminate upon a change of control of the
Company following a takeover bid. Details of the significant
agreements of this kind are as follows:
– the £267m Medium Term Notes issued by the Company on
28 March 2007 and £400m Medium Term Notes issued by the
Company on 30 November 2009 both to various institutions
(‘MTN’) and under the Group’s £3bn Euro Medium Term Note
(‘EMTN’) programme contain an option such that, upon a
change of control event, combined with a credit ratings
downgrade to below sub-investment level, any holder of an
MTN may require the Company to prepay the principal amount
of that MTN;
– the £250m puttable callable reset notes issued by the Company
to various institutions on 11 December 2007 under the Group’s
£3bn EMTN programme contain an option such that, upon a
change of control event, combined with a credit ratings
downgrade to below sub-investment level, any holder of an
MTN may require the Company to prepay the principal amount
of that MTN;
– the $500m US Notes issued by the Company to various
institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a change
of control event, combined with a credit ratings downgrade
to below sub-investment level, any holder of such a US Note
may require the Company to prepay the principal amount of
that US Note;
– the $300m US Notes issued by the Company to various
institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a change
of control event, combined with a credit ratings downgrade
to below sub-investment level, any holder of such a US Note
may require the Company to prepay the principal amount of
that US Note;
– the £1.2bn Credit Agreement dated 13 August 2004, as
amended and restated pursuant to an amendment and
restatement agreement dated 27 March 2006 between the
Company and various banks, contains a provision such that,
upon a change of control event, unless new terms are agreed
within 60 days, the facility under this agreement will be
cancelled with all outstanding amounts becoming immediately
payable with interest;
– the agreement between HSBC and the Company relating to
M&S Money dated 9 November 2004 (as amended and
restated on 1 March 2005) contains a clause such that, upon a
change of control of the Company, any new owner would be
obliged to give undertakings to HSBC in respect of the
continuation of the agreement, negotiate revised terms, or
terminate the agreement;
– the agreement between Marks and Spencer plc and Marks and
Spencer Pension Trust Limited (as trustee of The Marks and
Spencer Pension Scheme) (the ‘Pension Fund’) dated 12 May
2010 relating to Marks and Spencer Scottish Limited
Partnership (the ‘Partnership’) contains a clause such that, upon
a change of control of the Company, Marks and Spencer plc
shall elect either that the Partnership surrenders its discretion
over the payment of annual distributions to the Pension Fund, or
increases the rate at which compensatory interest accrues on
any annual payments by the Partnership that Marks and
Spencer plc has elected (as general partner of the Partnership)
to defer.
The Company does not have agreements with any director or
employee that would provide compensation for loss of office or
employment resulting from a takeover except that provisions of
the Company’s share schemes and plans may cause options and
awards granted to employees under such schemes and plans to
vest on a takeover.
Board of directors
The membership of the Board and biographical details of the
directors are given on pages 38 and 39 and are incorporated into
this report by reference. Details of directors’ beneficial and
non-beneficial interests in the shares of the Company are shown
on page 61. Options granted under the Save As You Earn (SAYE)
Share Option and Executive Share Option Schemes are shown
on pages 65 to 66. Further information regarding employee share
option schemes is given in note 13 to the financial statements.
Marc Bolland was appointed to the Board as Chief Executive on
1 May 2010, Sir Stuart Rose stepped down as Executive
Chairman on 31 July 2010 becoming Chairman until his departure
on 4 January 2011. As Senior Independent Director, Sir David
Michels led the appointment of Robert Swannell who was
appointed to the Board as a non-executive director on 4 October
2010, prior to his appointment as Chairman on 4 January 2011.
Ian Dyson resigned from the Board as Chief Finance and
Operations Director on 14 July 2010. Alan Stewart was appointed
as Chief Finance Officer on 28 October 2011. In February 2011
the Company announced the appointment of Laura Wade-Gery
as Executive Director, Multi-channel E-commerce, she will join
the Board on 4 July 2011. In line with industry best practice,
all directors will stand for election at the 2011 AGM, with the
exception of Louise Patten, who has decided not to seek
re-election this year and will step down from the Board at the
conclusion of the 2011 AGM. Sir David Michels has also decided
to step down from the Board following the end of his second
three year term in February 2012.
Strategy Performance & Marketplace Operating review Financial review
Governance
Financial statements
& other information
To find out more visit marksandspencer.com/annualreport2011
Directors’ report