Marks and Spencer 2009 Annual Report Download - page 77

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The directors were granted authority at the 2008 AGM to allot
relevant securities up to a nominal amount of £132,142,878.
That authority will apply until the conclusion of this year’s AGM.
At this year’s AGM shareholders will be asked to grant an
authority to allot relevant securities (i) up to a nominal amount
of £131,511,272, and (ii) comprising equity securities up to a
nominal amount of £263,022,544 (after deducting from such
limit any relevant securities allotted under (i)), in connection with
an offer of a rights issue, (the section 80 Amount), such section
80 Amount to apply until the conclusion of the AGM to be held
in 2010 or, if earlier, on 27 September 2010.
A special resolution will also be proposed to renew the directors’
powers to make non pre-emptive issues for cash in connection with
rights issues and otherwise (the section 89 Amount) up to a nominal
amount of £19,726,691.
A special resolution will also be proposed to renew the directors’
authority to repurchase the Company’s ordinary shares in the market.
The authority will be limited to a maximum of 158 million ordinary
shares and sets the minimum and maximum prices which will be paid.
Interests in voting rights
Information provided to the Company pursuant to the Financial
Services Authority’s (FSA) Disclosure and Transparency Rules (DTRs)
is published on a Regulatory Information Service and on the
Company’s website. As at 5 May 2009, the Company had been
notified under DTR5 of the following significant holdings of voting
rights in its shares.
Ordinary % of
shares capital Nature of holding
Brandes Investment
Partners, L.P. 111,595,173 6.57% Indirect interest
Capital Research
& Management 80,002,869 5.07% Indirect interest
Legal & General Direct and
Group plc 80,527,284 5.00% indirect interest
The Wellcome Trust 47,464,282 3.01% Direct interest
Significant agreements – change of control
There are a number of agreements to which the Company is party
that take effect, alter or terminate upon a change of control of
the Company following a takeover bid. Details of the significant
agreements of this kind are as follows:
– the £400m Medium Term Notes (MTNs) issued by the Company
to various institutions on 28 March 2007 under the Group’s
£3bn Euro Medium Term Note (EMTN) programme contain an
option such that, upon a change of control event, combined with
a credit ratings downgrade to below sub-investment level, any
holder of an MTN may require the Company to prepay the principal
amount of that MTN;
– the £250m puttable and callable reset notes issued by the
Company to various institutions on 11 December 2007 under
the Group’s £3bn EMTN programme contain an option such
that, upon a change of control event, combined with a credit
ratings downgrade to below sub-investment level, any holder
of an MTN may require the Company to prepay the principal
amount of that MTN;
– the $500m US Notes issued by the Company to various
institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a change
of control event, combined with a credit ratings downgrade to
below sub-investment level, any holder of such a US Note may
require the Company to prepay the principal amount of that
US Note;
– the $300m US Notes issued by the Company to various
institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a change of
control event, combined with a credit ratings downgrade to below
sub-investment level, any holder of such a US Note may require
the Company to prepay the principal amount of that US Note;
– the £1.2bn Credit Agreement dated 13 August 2004 and the
£400m Credit Facility Agreement dated 3 February 2008 between
the Company and various banks both contain a provision such
that, upon a change of control event, unless new terms are agreed
within 60 days, the facilities under these agreements will be
cancelled with all outstanding amounts becoming immediately
payable with interest;
– the agreement between HSBC and the Company relating to
M&S Money dated 9 November 2004 (as amended and restated
on 1 March 2005) contains a clause such that, upon a change
of control of the Company, any new owner would be obliged
to give undertakings to HSBC in respect of the continuation
of the agreement, negotiate revised terms or terminate the
agreement; and
– the agreement between Marks and Spencer plc and Marks and
Spencer Pension Trust Limited (as trustee of The Marks and
Spencer Pension Scheme) (the ‘Pension Fund’) dated 25 March
2009 relating to Marks and Spencer Scottish Limited Partnership
(the ‘Partnership’) contains a clause such that, upon a change of
control of the Company, Marks and Spencer plc shall elect either
to cause the Partnership to surrender its discretion over the
payment of annual distributions to the Pension Fund or to increase
the rate at which compensatory interest accrues on any annual
payments that Marks and Spencer plc has elected to defer.
The Company does not have agreements with any director or
employee that would provide compensation for loss of office
or employment resulting from a takeover except that provisions
of the Company’s share schemes and plans may cause options
and awards granted to employees under such schemes and plans
to vest on a takeover.