Smiths Group Regulatory News (SMIN)

11 Jun 2007 17:57

Smiths Group PLC11 June 2007 11 JUNE 2007 SMITHS GROUP PLC - RESULT OF EGM LISTING RULE LR 9.6.18 R The Company is pleased to announce that the three resolutions proposed at theExtraordinary General Meeting held on 11 June 2007 were subject to a poll andwere each passed by the necessary majority. Resolutions 1 and 2 were proposedand passed as special resolutions and Resolution 3 was proposed and passed as anordinary resolution. The resolutions and the results of the poll are shown below and will be postedon the Company's website, www.smiths.com. Resolution 1: THAT, conditional on the admission to the Daily Official List of the UK ListingAuthority and to trading on the London Stock Exchange plc's main market forlisted securities becoming effective ('Listing') by 8.00 a.m. on 18 June 2007(or such later time and/or date as the Directors of the Company may determine)of non-cumulative preference shares of one pence each (the 'B Shares') andordinary shares of one pence each (the 'New Ordinary Shares'), each of suchclass of shares having the rights and being subject to the restrictions set outin the Articles of Association of the Company as proposed to be amended pursuantto paragraph (f) below: (a) the authorised share capital of the Company be and is hereby increasedfrom £200 million to £206 million by the creation of 600 million B shares of onepence each; (b) the Directors be and are hereby authorised to capitalise a sum notexceeding £6 million standing to the credit of the Company's share premiumaccount and to appropriate such sum to the members of the Company by applyingsuch sum in paying up in full the number of B Shares stated in paragraph (a)above and are hereby authorised pursuant to Section 80 of the Companies Act 1985(as amended) (the 'Companies Act') to allot and issue such B Shares credited asfully paid up, up to an aggregate nominal amount of £6 million, to the holdersof the ordinary shares of 25 pence each in the Company (the 'Existing OrdinaryShares') on the basis of one B Share for each Existing Ordinary Share held andrecorded on the register of members of the Company at 5.00 p.m. on 15 June 2007(or such other time and/or date as the Directors may determine), provided thatthe authority hereby conferred shall expire at the conclusion of the AnnualGeneral Meeting of the Company to be held in 2008 or the date that is 15 monthsfrom the date of the passing of this resolution, whichever is the earlier; (c) each Existing Ordinary Share as shown in the register of members of theCompany at 5.00 p.m. on 15 June 2007 (or such other time and/or date as theDirectors may determine) be and is hereby subdivided into two shares of 12.5pence each and forthwith upon such subdivision every three shares of 12.5 penceeach resulting from such subdivision be and are hereby consolidated into one NewOrdinary Share, PROVIDED THAT no member shall be entitled to a fraction of ashare and all fractional entitlements arising out of such subdivision orconsolidation shall be aggregated into New Ordinary Shares and the whole numberof New Ordinary Shares so arising sold and the net proceeds of sale in excess of£1 distributed in due proportion (rounded down to the nearest penny) among thosemembers who would otherwise be entitled to such fractional entitlements and anyproceeds of sales not exceeding £1 be retained by the Company and donated to acharity of the Company's choice; (d) following the capitalisation issue referred to in paragraph (b) aboveand the subdivision and consolidation referred to in paragraph (c) above, eachauthorised but unissued Existing Ordinary Share (up to such number as willresult in the maximum whole number of New Ordinary Shares, with any balanceremaining unconsolidated) be and is hereby subdivided into two shares of 12.5pence each and forthwith upon such subdivision every three shares of 12.5 penceeach resulting from such subdivision be and are hereby consolidated into one NewOrdinary Share provided that the balance of the unconsolidated Existing OrdinaryShares shall immediately thereafter be cancelled in accordance with section 121(2)(e) of the Companies Act and the amount of the Company's authorised butunissued share capital shall be diminished accordingly; (e) the terms of the proposed contract between: (1) JPMorgan CazenoveLimited ('JPMorgan Cazenove') and (2) the Company under which JPMorgan Cazenovewill be entitled to require the Company to purchase B Shares from it (a draft ofwhich is produced to the meeting and signed for the purposes of identificationby the Chairman) be and are hereby approved and authorised for the purposes ofSection 165 of the Companies Act and otherwise but so that such approval andauthority shall expire 18 months from the date of the passing of thisresolution; and (f) the draft of the proposed new Articles of Association set out in thedocument produced to the meeting (and signed for the purpose of identificationby the Chairman) be adopted in substitution for, and to the exclusion of, allexisting Articles of Association. Votes For 289,794,922 99.95% Votes Against 158,423 0.05% Votes Total 289,953,345 100.00% Resolution 2: THAT, subject to the passing of resolution 1 and such resolution becomingunconditional in accordance with its terms, and in accordance with Article 11 ofthe Articles of Association of the Company, the Company is hereby generally andunconditionally authorised to make market purchases (within the meaning ofSection 163 of the Companies Act 1985) of ordinary shares of 37.5 pence each inthe capital of the Company ('ordinary shares') on such terms and in such manneras the directors of the Company may determine provided that: (a) the maximum number of ordinary shares hereby authorised to be purchasedis 38,426,886; (b) the minimum price which may be paid for an ordinary share is 37.5 penceper ordinary share; (c) the maximum price which may be paid for an ordinary share shall not bemore than the higher of five per cent. above the average middle marketquotations for an ordinary share as derived from the London Stock Exchange DailyOfficial List, for the five business days immediately preceding the day on whichthe ordinary share is purchased and the amount stipulated by Article 5(1) of theBuy-back and Stabilisation Regulation 2003; (d) the authority hereby conferred shall expire at the conclusion of thenext Annual General Meeting of the Company or, if earlier, 11 September 2008;and (e) the Company may make a contract to purchase ordinary shares under theauthority hereby conferred prior to the expiry of such authority which will ormay be executed wholly or partly after the expiry of such authority and may makea purchase in pursuance of any such contract. Votes For 289,739,688 99.93% Votes Against 203,944 0.07% Votes Total 289,943,632 100.00% Resolution 3 THAT: (a) pursuant to paragraph 10(2) of Schedule 5 of the Companies Act 2006, andwithout prejudice to the existing provisions of the Articles of Association ofthe Company, the Company may send or supply documents or information to membersby making them available on a website; and (b) the Company may use electronic means (within the meaning of the Disclosureand Transparency Rules published by the Financial Services Authority) to send orsupply documents or information to members. Votes For 289,684,379 99.75% Votes Against 725,495 0.25% Votes Total 290,409,874 100.00% Notes: (i) The votes "for" figures include those votes giving the Chairman discretionon casting the votes. (ii) A "vote withheld" is not a vote in law and is not counted in the totalnumber of votes cast on a resolution or in the calculation of the percentages ofthe votes cast for or against a resolution. LISTING RULES LR 9.6.2 R AND LR 9.6.3 R The Company has forwarded to the Document Viewing Facility of the UK ListingAuthority two copies of the resolutions passed at the Extraordinary GeneralMeeting. The above-mentioned copies will shortly be available for viewing at the DocumentViewing Facility, at the address below, from 9:00 am to 5:30 pm on every weekdayexcept bank holidays. Document Viewing Facility UK Listing Authority The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel : 020 7066 1000 Printed copies may be obtained by writing to The Deputy Group Secretary, SmithsGroup plc, 765 Finchley Road, London NW11 8DS. This information is provided by RNS The company news service from the London Stock Exchange