Experian 2008 Annual Report Download - page 43

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Experian Annual Report 2008
Introduction
2 – 5
Business review
6 – 37
Financial statements
65 – 144
41
Governance
Directors’ report
Governance
Directors’ report
Substantial shareholdings
Substantial shareholders are required to notify their interests in accordance with the Company’s articles of
association, which obliges shareholders to comply with the notification obligations to the Company contained in the
Disclosure and Transparency Rules. As at 20 May 2008, the Company had been notified of the following interests in
its issued ordinary share capital or voting rights:
Save for the above, no person has notified any interest of 3% or more or any non-material interest equal to or more
than 10% of the issued ordinary share capital or in the voting rights of the Company.
Share capital
Details of the authorised and issued share capital of the Company and changes to the Company’s share capital in the
year ended 31 March 2008 are set out in note K to the Company’s financial statements on page 138.
Takeover Directive information
The Group’s banking facilities contain provisions which, in the event of a change of control of the Company, could result
in a renegotiation or withdrawal of such facilities.
The £350m 6.375% Eurobonds due 2009 and the £334m 5.625% Euronotes due 2013, issued by the Group, provide that
holders may require repayment of the respective bonds or notes in the event that a rating agency re-rates the bonds or
notes to below investment grade following a change of control of the Company.
The Group is party to a joint venture (FARES) with The First American Corporation, pursuant to which the Group holds
a 20% interest in FARES. The joint venture agreement provides The First American Corporation with a call right to
purchase the Group’s interest in FARES in the event of a change of control of the Company.
Details of provisions relating to a change of control in directors’ service contracts are described in the report
on directors’ remuneration.
The Group is party to a limited number of operational arrangements which can be terminated or altered upon a change
of control of the Company, but these are not considered to be individually significant to the business of the Group as a
whole or, in certain cases, it is considered that their disclosure would be seriously prejudicial to the Company.
Details of each person with a significant direct or indirect holding of securities in the Company and the size and
nature of the holding are contained in the substantial shareholdings table above.
Both the Company by ordinary resolution and the directors may elect any person to be a director, but the number
of directors shall not exceed the maximum number (if any) fixed by the articles of association of the Company. Any
person appointed shall only hold office until the next annual general meeting and shall then be eligible for election.
The office of a director shall be vacated on the occurrence of any of the events listed in article 92 of the articles of
association of the Company. The Company may, in accordance with the provisions of the Companies (Jersey) Law
1991, remove any director from office and elect another person in place of a director so removed. The articles of
association of the Company may be amended by the passing of a special resolution.
Some of Experian’s employee share plans include restrictions on transfer of shares while the shares are subject to
the plan. As described in the report on directors’ remuneration, non-executive directors receive a proportion of fees
in shares which may not normally be transferred during a director’s period of office.
All of Experian’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally
vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.
Date of Shareholder Direct/ Number of Percentage
notification indirect ordinary of issued
interest shares/ share capital/
voting rights voting rights
20 February 2008 Harris
Associates LLP Direct 50,668,157 4.95%
18 April 2008 Viking Global
Investors LP Direct 51,227,000 5.00%