Marks and Spencer 2013 Annual Report Download - page 75

Governance Marks and Spencer Group plc Annual report and financial statements 2013 73
Overview Strategic review Financial review Governance Financial statements and other information
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 up to a nominal
amount of £20,184,972. 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 161 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
Conduct Authority’s (FCA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and
on the Company’s website. As at 30 March 2013, the following
information has been received, in accordance with DTR5,
from holders of notifiable interests in the Company’s issued
share capital.
Ordinary shares % of capital Nature of holding
AXA S.A. 76,111,59 6 4.81% Direct & indirect
Brandes Investment
Partners, L.P 74,959,501 4.73% Indirect interest
Capital Research &
Management 63,140,887 3.93% Indirect interest
The Wellcome Trust 47, 4 6 4 , 28 2 3.01% Direct interest
In the period 30 March 2013 to 20 May 2013 we recorded the following disclosures in
accordance with DTR5. Capita Research and Management below 3% and Legal & General
3.05%.
Deadlines for exercising voting rights
Votes are exercisable at a general meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy, or in relation to
corporate members, by corporate representatives. The Articles
provide a deadline for submission of proxy forms of not less
than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting. However, when calculating the
48 hour period, the directors can, and have, decided not to
take account of any part of a day that is not a working day.
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 issued by the Company on
30 November 2009, the £300m Medium Term Notes issued
by the company on 6th December 2011 and the £400m
Medium Term Notes issued by the Company on 12 December
2012 to various institutions (‘MTN’) and 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 $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 £1.325bn Credit Agreement dated 29 September 2011
between the Company and various banks contains a
provision such that, upon a change of control event, unless
new terms are agreed within 60 days, the facility under this
agreement will be cancelled with all outstanding amounts
becoming immediately payable with interest;
–the amended and restated Relationship Agreement dated
1 February 2012 (originally dated 9 November 2004 as amended
on 1 March 2005), between HSBC and the Company and
relating to M&S Bank, contains certain provisions which address
a change of control of the Company. Upon a change of control
the existing rights and obligations of the parties in respect of
M&S Bank continue and HSBC gains certain limited additional
rights in respect of existing customers of the new controller of
the Company. Where a third party arrangement is in place for
the supply of financial services products to existing customers
of the new controller, the Company is required to procure the
termination of such arrangement as soon as reasonably
practicable (whilst not being required to do anything that would
breach any contract in place in respect of such arrangement).
Where a third party arrangement is so terminated, or does not
exist, HSBC gains certain exclusivity rights in respect of the sale
of financial services products to the existing customers of the
new controller. Where the Company undertakes a re-branding
exercise with the new controller following a change of control
(which includes using any M&S brand in respect of the new
controller’s business or vice versa), HSBC gains certain
termination rights (exercisable at its election) in respect of the
Relationship Agreement;
–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.
Board of directors
The membership of the Board and biographical details of the
directors are given on page 40 and 41 and are incorporated
into this report by reference. Details of directors’ beneficial and
non-beneficial interests in the shares of the Company are
shown on page 66. Options granted under the Save As You
Earn (SAYE) Share Option and Executive Share Option
Schemes are shown on pages 69 to 70. Further information
regarding employee share option schemes is given in note 13
to the financial statements.
Kate Bostock stepped down from the Board as Executive
Director General Merchandise on 1 October 2012. John Dixon
was appointed Executive Director, General Merchandise on
1 October 2012 having previously been Executive Director,
Food. Steve Rowe joined the Board on 1 October 2012 as
Executive Director, Food. Andy Halford joined the Board
as a non-executive director on 1 January 2013 and will be
appointed Chairman of the Audit Committee following Jeremy
Darroch stepping down from the Board in June 2013.