Experian 2011 Annual Report Download - page 61

Governance Directors’ report 59
ADR programme
The Company has a Level 1 American
Depositary Receipt (‘ADR’) programme in
the USA for which the Bank of New York
Mellon acts as depositary. The ADRs are
traded on the US over-the-counter market,
where each ADR represents one Experian
plc ordinary share. Further details are given
in the shareholder information section.
During the year, the Company moved the
trading of its ADRs to the highest tier of the
over-the-counter market, OTCQX.
Restrictions on transfers of shares
and/or voting rights
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfer
of securities and/or voting rights and,
apart from those matters described below,
there are no restrictions on the transfer
of ordinary shares in the capital of the
Company and/or voting rights:
•Certain restrictions on transfers of shares
may from time to time be imposed by, for
example, insider dealing regulations. In
accordance with the Listing Rules of the
UK Financial Services Authority, directors
and certain employees are required to
seek the approval of the Company to deal
in its shares.
•Some of Experian’s share-based
employee incentive 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 until
their shareholding reaches one times their
annual fee. These shares may not normally
be transferred during their period of office.
•Where, under a share-based employee
incentive plan operated by Experian,
participants are the beneficial owners of
the shares but not the registered owner,
the voting rights are normally exercised
by the registered owner at the direction of
the participants.
•Shares held in treasury carry no voting
rights for as long as they are held as
treasury shares.
•No member shall, unless the directors
otherwise determine, be entitled in
respect of any share held by him/her to
vote either personally or by proxy at a
shareholders’ meeting or to exercise any
other right conferred by membership in
relation to shareholders’ meetings if any
call or other sum presently payable by
him/her to the Company in respect of that
share remains unpaid.
•No member shall, unless the directors
otherwise determine, be entitled to
vote either personally or by proxy at a
shareholders’ meeting or to exercise any
other right conferred by membership in
relation to shareholders’ meetings if he/
she fails within the prescribed period to
provide the Company with information
concerning interests in those shares
required to be provided after being duly
served with a notice pursuant to the
articles of association of the Company.
•In accordance with the articles of
association of the Company and save
for certain limited circumstances, if
the number of shares in the Company
beneficially owned by residents of the
USA exceeds a defined permitted
maximum and the directors give notice to
the holder(s) of such shares, such shares
shall not confer on the holder(s) thereof
the right to receive notice of, attend or
vote at general meetings of the Company.
•Details of deadlines in respect of voting
for the 2011 annual general meeting are
contained in the notice of meeting that
has been circulated to shareholders
and which can also be viewed at the
Company’s website.
Own shares
The existing authority for the Company to
purchase its own shares, which expires
at the end of this year’s annual general
meeting, was given at the annual general
meeting held on 21 July 2010 and permitted
the Company to purchase, in the market,
102,490,734 of its own shares.
During the year ended 31 March 2011, the
Company purchased 29,995,602 of its own
shares at a cost of US$334m. No shares
have been purchased since 31 March 2011.
All shares purchased have been retained as
treasury shares. As at the date of approval
of this annual report, the Company had
an unexpired authority to purchase up to
72,495,132 of its own shares.
Details of the new authority being requested
at the 2011 annual general meeting are
contained in the circular to shareholders,
which accompanies this annual report or is
available on the Company’s website at
www.experianplc.com.
Details of the shares in the Company
purchased by and held under The Experian
plc Employee Share Trust and the Experian
UK Approved All Employee Share Plan are
set out in note P to the parent company’s
financial statements.
Significant agreements – change of
control
There are a number of agreements to which
the Group is party that take effect, alter or
terminate, or have the potential to do so,
upon a change of control of the Company
following a takeover bid. Details of the
agreements of this nature are:
•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 £334m 5.625% Euronotes due 2013,
the £400m 4.75% Euronotes due 2018 and
the €500m 4.75% Euronotes due 2020,
issued by the Group, provide that holders
may require repayment of the notes in the
event that a rating agency re-rates the
notes to below investment grade following
a change of control of the Company.
•All of Experian’s share-based employee
incentive 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.
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