Annual Report & Accounts 2012 - Euromoney Institutional Investor ...

Euromoney Institutional Investor PLC Annual Report and Accounts 2012
www.euromoneyplc.com
Directors’ Report
continued
12.
Capital structure and
significant shareholdings
Details of the company’s share capital are given
in note 23. The company’s share capital is
divided into ordinary shares of 0.25 pence each.
Each share entitles its holder to one vote at
shareholders’ meetings and the right to receive
one share of the company’s dividends.
Significant shareholdings at
November 13 2012
Name
of holder
Nature
of
holding
Number
of shares
% of
voting
rights
DMG Charles
Limited Direct 84,638,741 68.07
13.
EU Takeovers Directive
Pursuant to s992 of the Companies Act 2006,
which implements the EU Takeovers Directive,
the company is required to disclose certain
additional information which is not covered
elsewhere in this annual report. Such disclosures
are as follows:
● there are no restrictions on the transfer
of securities (shares or loan notes) in the
company, including: (i) limitations on the
holding of securities; and (ii) requirements
to obtain the approval of the company,
or of other holders or securities in the
company, for a transfer of securities;
● there are no people who hold securities
carrying special rights with regard to
control of the company;
● the company’s employee share schemes do
not give rights with regard to control of the
company that are not exercisable directly
by employees;
● there are no restrictions on voting rights;
● the directors are not aware of any
agreements between holders or securities
that may result in restrictions on the
transfer of securities or on voting rights;
● the company has a number of agreements
that take effect, alter or terminate upon a
change of control of the company following
a takeover bid, such as commercial
contracts, bank loan agreements, property
lease arrangements, directors’ service
agreements and employee share plans.
None of these agreements are deemed to
be significant in terms of their potential
impact on the business of the group as a
whole; and
● details of the directors’ entitlement to
compensation for loss of office following a
takeover or contract termination are given
in the Directors’ Remuneration Report.
14.
Authority to purchase and
allot own shares
The company’s authority to purchase up to 10%
of its own shares expires at the conclusion of
the company’s next Annual General Meeting. A
resolution to renew this authority for a further
period will be put to shareholders at this meeting.
At the Annual General Meeting of the company on
January 26 2012, the shareholders authorised the
directors to allot shares up to an aggregate nominal
amount of £90,971 expiring at the conclusion of
the Annual General Meeting to be held in 2013.
A resolution to renew this authority for a further
period will be put to shareholders at this meeting.
15.
Political and charitable
contributions
During the year the group raised charitable
contributions of £1,085,000 (2011: £1,108,000).
There were no political contributions in either
year. See pages 36 to 40 for details of the group’s
charitable projects.
16.
Directors’ indemnities
The company has directors’ and officers’ liability
and corporate reimbursement insurance for
the benefit of its directors and those of other
associated companies. This insurance has been
in place throughout the year and remains in
force at the date of this report.
17.
Annual General Meeting
The company’s next Annual General Meeting
will be held on January 31 2013.
18.
Auditor
A resolution to reappoint Deloitte LLP as the
company’s auditor is expected to be proposed
at the forthcoming Annual General Meeting.
19.
Disclosure of information
to the auditor
In the case of each of the persons who is a
director of the company at November 14 2012:
● so far as each of the directors is aware, there
is no relevant audit information (as defined
in the Companies Act 2006) of which the
company’s auditor is unaware; and
● each of the directors has taken all the
steps that he/she ought to have taken as
a director to make himself/herself aware of
any relevant audit information (as defined)
and to establish that the company’s auditor
is aware of the information.
This confirmation is given and should be
interpreted in accordance with the provisions of
s418 of the Companies Act 2006.
By order of the board
Colin Jones
Company Secretary
November 14 2012
26