Notice of Annual General Meeting

RNS Number : 7167A

Belvoir Lettings PLC

25 March 2013

 



For immediate release

25 March 2013

BELVOIR LETTINGS PLC

(the "Company" or "Belvoir")

Notice of Annual General Meeting

Belvoir Lettings PLC, one of the UK's largest lettings franchises, announces that the Annual General Meeting (the "AGM") of Belvoir Lettings PLC will be held at 107 Cheapside, London EC2V 6DN on 18 April 2013 at 10.00 a.m and has today sent notice to its shareholders together with an accompanying letter the text of which is as set out below.

Dear Shareholder,

Notice of Annual General Meeting

Appended is a notice of the forthcoming Annual General Meeting of Belvoir Lettings plc (the "Company") which is to be held on 18 April 2013.

Resolution 12:

In addition to a number of ordinary and special resolutions, there is a resolution (no. 12) in relation to the declaration and subsequent payment on 28 September 2012 of the interim dividend of 2.9 pence per share (the "Interim Dividend"). A technical issue has arisen in respect of the Interim Dividend. When the Company paid the Interim Dividend, although the Company had sufficient distributable profits to pay that dividend at the declaration and payment date, relevant accounts as defined in the Companies Act 2006 showing the requisite level of distributable profits had not been filed at Companies House, as required by the Act. As a result, the Interim Dividend was paid in technical infringement of the Act. The Company has been advised that it may have theoretical claims against past and present shareholders who were recipients of the Interim Dividend to recover the amount paid by way of the Interim Dividend. Similarly, the Company may also have theoretical claims against those directors who participated in the meetings of the board of directors at which the decisions were taken to pay the Interim Dividend. However, the Company has been advised that these claims are theoretical and it is unlikely to be able to recover any sums from shareholders in respect of the interim dividends. Moreover, it is clearly not the intention of the Company that any such claim should be made by the Company against either its shareholders or its directors. Resolution 12, which is proposed as a special resolution, is to be put to the forthcoming Annual General Meeting to ratify the appropriation of profits to the payment of the Interim Dividend, to waive any rights of the Company against the shareholders who received the Interim Dividend, to waive any rights against past, present and future directors in respect of the Interim Dividend and to approve the Company entering into deeds of release in favour of such shareholders and directors. As a result of their interest in its subject matter, the directors who are also shareholders (holding beneficially in aggregate approximately 51% of the issued share capital of the Company as at 22 March 2013 (the latest practicable date before publication of the notice of Annual General Meeting)) will not vote on Resolution 12.

In order to avoid the future occurrence of such an event, the Company will ensure that, for any future period in which it intends to declare an interim dividend, it has filed appropriate interim accounts in accordance with the provisions of the Companies Act 2006.

Resolution 13:

Michael Goddard, Dorian Gonsalves, Carl Chadwick and Karen Bach, who are current directors of the Company, were directors of the Company at the time at which the matters referred to in Resolution 12 took place, and are therefore interested, for that reason but also in their respective capacities as shareholders in the Company, in the matters proposed to the members of the Company as contained in Resolution 12. In those circumstances, it is not possible for the board of directors to have avoided procedural complications in the course of their consideration of the matters referred to in Resolution 12 and in the final decision to propose Resolution 12 to the members of the Company at the Annual General Meeting, including uncertainties over their ability to hold valid or quorate board or committee meetings in such circumstances. However, article 76.7 of the Company's articles of association allows for the Company to pass an ordinary resolution in general meeting suspending those provisions of the articles which would otherwise have the effect of invalidating such decisions or actions of the board or any committee of the board, so as to allow such proposals to be ratified. In the circumstances, the board considers that it is most likely to promote the success of the Company for the benefit of the Company's members as a whole for Resolution 13 to be proposed and passed so as to ensure an orderly situation in relation to the matters referred to in Resolution 12. As a result of their interest in its subject matter, the directors who are also shareholders (holding beneficially in aggregate approximately 51% of the issued share capital of the Company as at 22 March 2013 (the latest practicable date before publication of the notice of Annual General Meeting)) will not vote on Resolution 13.

The notice convening the AGM and the accompanying letter to shareholders sent to shareholders is also available to download from the Company's website at www.belvoirlettingsplc.com.

- Ends -

For further details:

Belvoir Lettings PLC Mike Goddard, Chairman Dorian Gonsalves, Managing Director Carl Chadwick, Finance Director	01476 584900
Cantor Fitzgerald Europe Rick Thompson, Julian Erleigh, Corporate Finance Jeremy Stephenson, Katie Ratner, Corporate Broking	020 7894 7000
Buchanan Charles Ryland, Gabriella Clinkard	0207 466 5000

 

END

 

 

NOANKBDQOBKDDNB