GPG Report & Accounts 2003 - Guinness Peat Group plc

10 • GUINNESS PEAT GROUP PLC • ANNUAL REPORTDirectors’ Report – continuedAt the Annual General Meeting of the Company to beheld on 12 May 2004 (“the AGM”), shareholders will beasked to approve two resolutions in accordance withSection 80 of the Companies Act 1985 (“the Act”),which authorise the directors to exercise all thepowers of the Company to allot relevant securitieswithout first offering them to existing shareholders.The first to be proposed is a general power in respectof relevant securities not exceeding £15,653,850,representing one-third of the total enlarged issuedshare capital of the Company assuming maximumtake-up of the Scrip Dividend Alternative, fullimplementation of the Capitalisation Issue andmaximum conversion of the 8% unsecuredSubordinated Convertible Notes (“CLNs”) maturing inthe year, taken together with the total number ofshares outstanding under the Group’s share optionschemes.The second is a similar authority butspecifically relates to the extent to which shares maybe required to be issued to converting holders ofCLNs and Capital Notes pursuant to the step-up rightscontained in the Articles of Association of GPGUKH.The latter power broadly mirrors the authorities givenby the shareholders at the time the CLNs and theCapital Notes were first issued. The directors have nopresent intention to exercise these powers.At the Annual General Meeting held on 17 June 2003shareholders gave authority to the directors pursuantto Section 95 of the Act to allot unissued shares forcash and to do so without regard to the statutoryrights of pre-emption of existing shareholders. Suchauthority was limited to the allotment of shares inconnection with, inter alia, a rights issue of up to anaggregate nominal value not exceeding £1,770,278.It is intended that the directors be authorised at the2004 AGM to allot unissued shares for cash in similarcircumstances. A special resolution relating to thepowers of directors to allot shares pursuant toSection 95 of the Act (as described above) will beput to the AGM. The number of shares which may beallotted for cash will be up to an aggregate nominalvalue of £2,009,047 representing some 5% of theissued share capital of the Company. Such authority,unless renewed or varied by the Company in generalmeeting, will expire on 11 May 2009.The total number of options that are outstandingunder the Group’s share option schemes is 45,204,070.These options equate to 6.49% of the current issuedshare capital. If the full on market authority topurchase its issued Ordinary Shares were to beexercised by the Company these options would thenrepresent 7.63% of the reduced issued share capital.The Company’s shares are listed on the London,Australian and New Zealand Stock Exchanges.Addresses where the main and branch share registersare maintained in the countries where the Company’sshares are listed are set out on page 68.Authority to Purchase Own SharesA special resolution renewing GPG’s general authorityto purchase its own issued Ordinary Shares will alsobe proposed at the AGM. This authority is limited topurchases through the markets on which theCompany’s shares are traded (being the London StockExchange, the Australian Stock Exchange and theNew Zealand Stock Exchange) at a price of not lessthan 5p per share and not more than 5% above theaverage of the middle-market quotations of theCompany’s shares as shown in the London StockExchange Daily Official List for the 5 business daysbefore the purchase is made. It will cover a maximumnumber of 104,445,600 shares, being no more than14.99% of the Company’s present issued ordinaryshare capital. The directors would not propose toexercise the authority to make purchases unless theexpected effect of the purchase would be generallyin the best interests of shareholders. The directorspresently intend that a resolution to renew thisauthority will be proposed at each succeedingAnnual General Meeting.Substantial InterestsNotification has been received by the Company andis maintained in its Register of Substantial ShareInterests, as required under the Act, that Sir RonBrierley holds 26,716,702 Ordinary Shares, 3.83%of GPG’s current issued capital.The Company has not received any other notificationunder Ss198-202 of the Act of any other substantialshareholders.