Jupiter Annual Report 2010 - Jupiter Asset Management

Governance | Directors’ report
Other governance and statutory information
Company Number 6150195
Company name
The Company changed its name from Jupiter Investment
Management Holdings Limited to Jupiter Fund Management plc on
1 June 2010 and re-registered as a public company on the same date
in preparation for Listing.
Share capital and voting rights
As at 8 April 2011 there were 457,699,916 fully paid ordinary shares
of 2p each in issue and listed on the Official List maintained by the
FSA in its capacity as the UK Listing Authority.
The share capital of the Company changed during the year
under review.
Prior to Listing, the Company’s issued share capital comprised
1,250,000 A ordinary shares of £1.00 each, 3,750,000 B ordinary
shares of £1.00 each, 31,000,000 non-cumulative non-redeemable
preference shares of £1.00 each (Tier 1 preference shares) and
24,000,000 10 per cent. cumulative redeemable preference shares
of £1.00 each (Tier 2 preference shares).
In preparation for Listing, approval from shareholders was obtained on
25 May 2010 for the share capital reorganisation and the adoption of
new Articles of Association. Each A ordinary share and B ordinary
share was sub-divided into 50 shares of 2p each and re-designated as
an ordinary share. Each Tier 1 preference share and each Tier 2
preference share was sub-divided into 50 shares of 2p each and such
number of the resulting shares, as was produced by multiplying each
shareholder’s holding of Tier 1 preference shares and Tier 2
preference shares by the fraction 1.3350733 (the nominal value of
such shares plus accrued dividends and catch-up amount) and
dividing it by £1.65 (the offer price per ordinary share at Listing), was
converted into ordinary shares. The remaining sub-divided shares
(including any fractions resulting from the above calculation) were
converted into deferred shares.
2,705,497,660 deferred shares resulted from the conversions of Tier 1
and Tier 2 preference shares into ordinary shares described above
and these were repurchased on 22 December 2010 for the sum of £1
in aggregate and subsequently cancelled.
As a result of the share capital reorganisation, there were 294,502,340
ordinary shares in issue. A further 133,500,607 ordinary shares were
issued on 21 June 2010 to new subscribers in connection with Listing.
In addition, 29,515,151 ordinary shares were issued to Jupiter
Acquisitions Sarl and 181,818 ordinary shares were issued to Richard
I. Morris, Jr. on 21 June 2010 as consideration for the acquisition of
Preferred Finance Securities in Jupiter Fund Management Group
Limited, the Company’s subsidiary.
On 25 May 2010, the Company passed a resolution authorising the
cancellation of the whole of the amount standing to the credit of its
share premium account following the issue of ordinary shares in
connection with Listing. At the Annual General Meeting, a resolution
will be proposed seeking shareholders’ approval of the cancellation of
the whole of the amount standing to the credit of the capital
redemption reserve which arose as a result of the repurchase by the
Company and cancellation on 22 December 2010 of the
2,705,497,660 deferred shares referred to above. If the resolution is
passed at the Annual General Meeting, the Company will apply to the
Court for confirmation of the cancellation of the capital redemption
reserve at the same time as it applies for confirmation of cancellation
of its share premium account. If the Court sanctions the cancellation
of the share premium account and the capital redemption reserve,
such cancellations will take effect on registration of the Order of the
Court with the Registrar of Companies. The purpose of these
cancellations is to create a special reserve, which would constitute
distributable profits and which could, subject to the terms of the
undertaking to be given to the Court to protect creditors, be used by
the Company at its discretion for general corporate purposes.
The Company’s ordinary shares carry the right to attend, speak and
vote at general meetings of the Company. In addition, the holders of
ordinary shares have the right to receive dividends according
to their respective rights and interests in the profits of the Company
and to the return of capital on a winding-up of the Company.
Appointment and replacement of Directors
The rights and obligations attaching to the Company’s ordinary
shares, as well as the powers of the Company’s Directors, are set
out in detail in the Company’s Articles of Association.
The Articles of Association of the Company provide that Directors
may be appointed by the Company by ordinary resolution or by the
Board. If appointed by the Board, a Director holds office only until the
next Annual General Meeting and shall not be taken into account in
determining the number of Directors who are to retire by rotation.
At each Annual General Meeting of the Company, any Directors
appointed by the Board since the last Annual General Meeting shall
retire. In addition, one-third of the remaining Directors or, if their
number is not three or a multiple of three, the number nearest to but
not exceeding one-third, shall retire from office by rotation. If there are
fewer than three Directors, one Director shall retire from office.
At each Annual General Meeting, any Director who was last elected
or last re-elected at or before the Annual General Meeting held in the
third calendar year before the current year shall retire by rotation.
If the number of Directors so retiring is less than the minimum number
of Directors who are required to retire by rotation, additional Directors
up to that number shall retire (namely, those Directors who are
subject to rotation but who wish to retire and not offer themselves
for re-election and those Directors who have been Directors longest
since their appointment or last re-appointment (and, as between those
who have been in office an equal length of time, those to retire shall,
unless they otherwise agree, be determined by lot).
Any Director (other than the Chairman and any Director holding
executive office) who would not otherwise be required to retire shall
also retire if he has been with the Company for a continuous period
of nine years or more at the date of the meeting and shall not be
taken into account when deciding which and how many Directors
should retire by rotation at the Annual General Meeting.
In addition to any powers under the Companies Act 2006 to remove
directors from office, the Company may, by-passing an ordinary
resolution, remove any Director from the Board before the expiration
of his or her period in office. The Company may, subject to the
Articles of Association, by ordinary resolution appoint another
person who is willing to be a Director in his or her place.
Annual Report & Accounts 2010 51 Jupiter Fund Management plc