Result of AGM
Savills PLC
10 May 2006
Savills plc
Annual General Meeting - Share split and special business
At the Annual General Meeting of the above-named company, duly convened and held
at 20 Grosvenor Hill, Berkeley Square, London W1K 3HQ on 10 May 2006 the
following Resolutions were passed as Special Business:
6. THAT the Director's Remuneration Report for the financial year ended 31
December 2005 as set out on pages 43 to 52 of the Annual Report be approved.
7. THAT the Directors be and they are hereby generally and unconditionally
authorised to exercise all powers of the Company to allot relevant securities
(as defined in Section 80 of the Companies Act 1985 (the Act), all previous such
authorities being hereby revoked, provided that:
(i) the aggregate of the nominal amount of such securities shall not exceed
£1,109,953; and
(ii) this authority shall expire at the conclusion of the Annual General Meeting
of the Company in 2007 or on 10 August 2007, whichever is the earlier, save that
the Company may before such expiry make any offer or agreement which would or
might require relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer or agreement
as if the authority conferred hereby had not expired.
8. THAT, following the passing of the Resolution 7 above, the Directors be and
they are hereby empowered pursuant to Section 95 of the Act to:
(a) allot equity securities (as defined in Section 94 (2) of the Act) of the
Company for cash pursuant to the authority conferred on the Directors by
Resolution 7 as if Section 89 (1) of the Act did not apply to any such
allotment; and
(b) sell relevant shares (as defined in Section 94(5) of the Act) in the Company
if, immediately before the sale such shares are held by the Company as treasury
shares (as defined in Section 94(3A) of the Act) ('treasury shares') for cash
(as defined in Section 162D(2) of the Act),
as if Section 89(1) of the Act did not apply to any such allotment or sale,
provided that this power shall be limited to the allotment of equity securities
and the sale of treasury shares:
(i) in connection with an offer or issue in favour of ordinary shareholders
where the equity securities attributable to each holder are proportionate (as
nearly as practicable) to the respective number of ordinary shares held by them
but subject to such exclusions as the Directors may deem necessary or expedient
to deal with fractional entitlements, treasury shares or pursuant to the laws of
any territory or requirements of any regulatory body or any stock exchange in
any territory; and
(ii) otherwise than pursuant to paragraph (i) of this resolution, up to an
aggregate nominal amount of £166,492;
and shall, unless revoked or renewed in accordance with Section 95(3) of the
Act, expire at the conclusion of the next Annual General Meeting of the Company
(or any adjournment thereof) following the date of the passing of this
resolution or on 10 August 2007, whichever is the earlier, save that the Company
may before such expiry make any offer or agreement which would or might require
equity securities to be allotted, or treasury shares to be sold after such
expiry and the Directors may allot equity securities or sell treasury shares in
pursuance of such offer or agreement as if the power conferred hereby had not
expired
9. THAT the Company be and is hereby authorised for the purposes of Section
166 of the Act to purchase for cancellation its own ordinary shares of 5 pence
each by way of market purchase upon and subject to the following conditions:
(i) the maximum number of shares which may be purchased is a total of 6,659,719
ordinary shares (being 10% of the issued ordinary share capital);
(ii) the maximum price which may be paid for each share is an amount equal to
105% of the average of the middle market quotations for the shares of the
Company as derived from the Daily Official List of the London Stock Exchange plc
for five business days immediately preceding the day on which such share is
contracted to be purchased;
(iii) the minimum price at which shares may be purchased is the higher of the
par value of such ordinary shares or the price equal to 10% below the aforesaid
average; and
(iv) the authority to purchase conferred by this resolution shall expire at the
conclusion of the next Annual General Meeting of the Company (or any adjournment
thereof) or 10 August 2007, whichever is the earlier, provided that any contract
for the purchase of any shares as aforesaid which was completed before the
expiry of the said authority may be executed wholly or partly after the said
authority expires.
10. THAT the draft Articles of Association produced to the Meeting and
initialled by the Chairman for the purposes of identification be and are hereby
approved and adopted as the Articles of Association of the Company in
substitution for and to the exclusion of the existing Articles of Association.
11. THAT conditional upon admission to the Official List of the UK Listing
Authority and to trading on the London Stock Exchange plc's market for listed
securities occurring by 8.00 a.m. on 11 May 2006, (or such other time and/or
date as the Directors of the Company may in their absolute discretion
determine):
(i) each of the Company's issued and unissued existing ordinary shares of 5
pence each be subdivided into two new ordinary shares of 2 1/2 pence each; and
(ii) Article 3 of the Articles of Association of the Company be amended by
deleting the words '101,000,000 ordinary shares of 5p each' and replacing them
with the words '202,000,000 Ordinary Shares of 2 1/2 pence each'.
12. THAT, following the passing of the Resolution 11 above and the condition
stated therein being duly satisfied, the market purchase authorities relating to
the Company's ordinary share capital granted pursuant to the Resolution 9 above
be amended, such that the maximum number of shares that may be purchased by the
Company pursuant to the Resolution 9(i) above be increased from 6,659,719
ordinary shares to 13,319,438 ordinary shares and the par value expressed in the
Resolution 9(iii) above be construed as a reference to a par value of 2 1/2
pence.
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