Annual Report and Financial S

RNS Number : 8453F

Henderson Eurotrust PLC

14 October 2008

 



HENDERSON EUROTRUST PLC

HENDERSON GLOBAL INVESTORS

14 October 2008

HENDERSON EUROTRUST PLC

ANNUAL REPORT AND FINANICAL STATEMENTS

The Board of Henderson EuroTrust plc ('the Company') announces that it has sent to shareholders the annual report and financial statements for the year ended 31 July 2008 which includes the Notice of the Annual General Meeting of the Company to be held on Thursday 13 November 2008 at 12.00 noon at 4 Broadgate, London EC2M 2DA.

Copies of the annual report and financial statements which, includes the Notice of Annual General Meeting, and forms of proxy have been submitted to the UK Listing Authority and are available for inspection at the UKLA's Document Viewing Facility:

Document Disclosure Department

Financial Services Authority

25 The North Colonnade
Canary Wharf

London E14 5HS

Tel: [phone]

The annual report and accounts, including the Notice of the Annual General Meeting, is available for download from the Company's website:

www.hendersoneurotrust.com

The Notice includes a special resolution to approve the adoption by the Company of new Articles of Association, amended to incorporate changes brought about by the Companies Act 2006.

The new Articles of Association are available to the public for inspection at the Company's registered office, 4 Broadgate, London, EC2M 2DA until the close of the Annual General Meeting. A summary of the principal changes to the Articles of Association is set out below.   Summary of the amendments to the Company's Articles of Association

Abolition of Extraordinary General Meetings and Extraordinary Resolutions

Throughout the Articles, references to a requirement for an 'extraordinary general meeting' have been replaced by 'general meeting' and references to an 'extraordinary resolution' have been replaced by 'special resolution' as the terms 'extraordinary general meeting' and 'extraordinary resolution' have ceased to be applicable under the 2006 Act.

Notice of General Meetings and circulation of Resolutions etc, on requisition of members

The provisions in the Articles dealing with the convening of general meetings, method of notice and the length of notice required to convene general meetings are in line with the relevant provisions of the 2006 Act. In particular, a general meeting to consider a special resolution can be convened on 14 days' notice whereas previously 21 days' notice was required.

Votes of members, proxies and corporate representatives

Under the 2006 Act, proxies are entitled to vote on a show of hands as well as on a poll, and members may appoint a proxy to exercise all of any of their rights to attend, speak and vote at meetings. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share or shares. The 2006 Act also provides for multiple corporate representatives to be appointed and the new Articles therefore refer to the right to appoint multiple corporate representatives.

Notices and other communications

The 2006 Act enables companies to communicate with their members by electronic communication to a greater extent than previously permitted. The new Articles provide the Company with a general power to send or supply any notice, document or information to any member by a variety of methods - in person, by post or in electronic form (such as by email), or by making it available on the Company's website. In addition to any notice, document or information which is specifically required to be sent or supplied under the 2006 Act, the Company will also be able to send any other document or information to members using this variety of methods. The new Articles allow proxies to be sent or supplied in electronic form and, where the Company gives an electronic address in a form of proxy, shareholders may send the appointment of proxy to that electronic address, subject to any conditions or limitations specified in the relevant notice of meeting. The Company may ask each member for his or her consent to receive communications from the Company via its website. If the member does not respond to the request for consent within 28 days, the Company may take that as consent by the member to receive communications in this way. If the Company sends or supplies any notice, document or information to members by making it available on the Company's website, it must notify each member who has consented (or is deemed to have consented) to receive documents via the website, either by post or by email (if the member has specifically agreed to receive communications in electronic form), that the notice, document or information has been placed on the website. A member who has consented or is deemed to have consented to receive communications via the website can request a hard copy of any document at any time. Members can also revoke their consent to receive electronic communications at any time. In relation to joint holders of shares, the amended Articles provide that the agreement of the first-named holder on the register of members to accept notices, documents or information electronically or via a website shall be binding on the other joint holders. The new Articles would also permit the Company not to send or supply any notice, document or information to a member whose registered address is not in the United Kingdom unless that member gives a non-electronic address in the United Kingdom. There are new provisions that cater for situations where the provision of corporate information in electronic form or via a website may amount to a breach of securities laws of another jurisdiction. The Company may send hard copies if it needs to restrict the circulation of information in certain circumstances, such as for US securities law reasons. The new Articles also deal with notices, documents or information sent by the Company to a member which have been returned undelivered on two consecutive occasions. The Directors may resolve to treat such members as having no registered address for service and that member will only be entitled to be sent further communications upon provision of a new postal or electronic address to the Company. Further proposed provisions are included to deal with the validation of documents in electronic form by members where required by the Articles. In the case of notices of meetings or proxies, any validation requirements must be specified in the notice.

Polls

A new provision has been inserted to reflect the fact that the Company is required to publish the results of a poll on its website in accordance with the 2006 Act.

Directors' interests and conflicts of interests

The 2006 Act now puts directors' general duties on a statutory footing by codifying the existing law, but with some changes. Under the 2006 Act, from 1 October 2008 a director has a statutory duty to avoid a situation where he has, or can have, a direct or indirect interest that conflicts or possibly may conflict, with the Company's interests. The 2006 Act allows the Articles to contain other provisions for dealing with directors' conflicts of interest to avoid a breach of duty. The new Articles allow Directors to be interested in transactions and to be an officer of, or employed by, or interested in, a body corporate in which the Company is interested subject to such interests, offices or employment not infringing the Director's conflict duty as codified in the 2006 Act and the Director having disclosed the nature and extent of any of his material interests. The new Articles grant directors the authority to approve conflict situations. There are safeguards that will apply when directors decide whether to authorise a conflict or potential conflict. Firstly, only directors who have no interest in the matter being considered will be able to take the relevant decision and, secondly, in taking the decision, the Directors must act in a way they consider, in good faith, will be most likely to promote the Company's success. The Directors will be able to impose limits or conditions when given authorisation if they think this is appropriate. The new Articles contain provisions relating to confidential information and attendance at Board meetings to protect a director from being in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the Directors. The new Articles provide for a Director being able to exercise the voting power conferred by shares of any company held or owned by the Company or exercisable by them as directors of any other company as they think fit.

Borrowing powers

Under the existing Articles the Board is required to restrict borrowings of the Company and any subsidiaries and subsidiary undertakings so that (in so far as it is possible in relation to any subsidiaries and subsidiary undertakings) such borrowings do not exceed the amount paid up on the share capital of the Company and the total of the capital and revenue reserves of the Company and any subsidiaries and subsidiary undertakings as shown in the latest group accounts of the Company. The new Articles clarify that where the Company is not required to publish group accounts the relevant accounts are the Company's own audited accounts.

  Directors' powers to allocate revenue and capital

As an investment trust company under section 842 of the Income and Corporation Taxes Act 1988, and an investment company under section 833 of the 2006 Act, the Company is subject to restrictions on its ability to distribute capital profits and capital profits cannot in any event be distributed by way of dividend. The new Articles give the Directors full power to determine whether any particular item is to be treated as revenue or capital within the applicable statutory framework.

Service of Notices and other documents

The Articles have been amended so as to enable the Company to send or give any notice, document or information to any member in electronic form.

The Seal

The 2006 Act enables a company to sign documents by one director executing the documents in the presence of a witness. The new Articles provide for this form of execution of documents.

Indemnity

The new Articles permit the Directors (but not the Auditors) to be indemnified to the fullest extent permitted by the 2006 Act not only in relation to the affairs of the Company. The changes allow the Company to provide its Directors with funds to cover the costs of defending legal proceedings brought against any Director/Directors or the Directors collectively on an 'as incurred' basis. Previously, a company could only fund a Director's defence costs once final judgement in his/her favour had been reached. It is therefore proposed that the Company's Articles be amended so that the Company may fund the defence costs of current or former Directors or other officers if an action were to be brought against them.

For further information please contact:

Josie Havita 

For and on behalf of Henderson Secretarial Services Limited

Secretary to Henderson EuroTrust plc

Tel: [phone]

-ENDS-

 

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