Peachtree 2013 Annual Report Download - page 73

Future developments
Important events since the financial year end are described on page 33
of the Strategic report and future developments are described in the
strategy section of the Strategic report on pages 18 to 25.
Share capital
The Company has a single class of share capital which is divided
into ordinary shares of 14/77p each. Following the 77 for 81 share
consolidation on 10 June 2013, the issued share capital consisted
of 1,148,232,855 new ordinary shares of 14/77p each (1,207,881,315
ordinary shares of 1p each prior to the share consolidation).
Rights and obligations attaching to shares
Voting
In a general meeting of the Company, subject to the provisions of the
articles of association and to any special rights or restrictions as to voting
attached to any class of shares in the Company (of which there are none):
– On a show of hands, a qualifying person (being an individual who
is a member of the Company, a person authorised to act as the
representative of a corporation or a person appointed as a proxy
of a member) shall have one vote, except that a proxy has one vote
for and one vote against a resolution if the proxy has been appointed
by more than one member and has been given conflicting voting
instructions by those members, or has been given discretion as
to how to vote;
– On a poll, every member who is present in person or by proxy shall
have one vote for every share of which he or she is the holder.
No member shall be entitled to vote at any general meeting or class
meeting in respect of any shares held by him or her if any call or other
sum then payable by him or her in respect of that share remains unpaid.
Currently, all issued shares are fully paid.
Deadlines for voting rights
Full details of the deadlines for exercising voting rights in respect
of the resolutions to be considered at the Annual General Meeting
to be held on 6 March 2014 will be set out in the Notice of Annual
General Meeting.
Dividends and distributions
Subject to the provisions of the Companies Act 2006, the Company
may, by ordinary resolution, declare a dividend to be paid to the
members, but no dividend shall exceed the amount recommended
by the Board.
The Board may pay interim dividends, and also any fixed rate dividend,
whenever the financial position of the Company, in the opinion of the
Board, justifies its payment. All dividends shall be apportioned and paid
pro-rata according to the amounts paid up on the shares.
Liquidation
If the Company is in liquidation, the liquidator may, with the authority
of a special resolution of the Company and any other authority required
by the statutes (as defined in the articles of association):
– Divide among the members in specie the whole or any part of the
assets of the Company; or
– Vest the whole or any part of the assets in trustees upon such trusts
for the benefit of members as the liquidator, with the like authority,
shall think fit.
Transfer of shares
Subject to the articles of association, any member may transfer all or
any of his or her certificated shares by an instrument of transfer in any
usual form or in any other form which the Board may approve. The
Board may, in its absolute discretion, decline to register any instrument
of transfer of a certificated share which is not a fully paid share (although
not so as to prevent dealings in shares taking place on an open and
proper basis) or on which the Company has a lien.
The Board may also decline to register a transfer of a certificated share
unless the instrument of transfer is: (i) left at the office, or at such other
place as the Board may decide, for registration; and (ii) accompanied by
the certificate for the shares to be transferred and such other evidence
(if any) as the Board may reasonably require to prove the title of the
intending transferor or his or her right to transfer the shares.
The Board may permit any class of shares in the Company to be held
in uncertificated form and, subject to the articles of association, title to
uncertificated shares to be transferred by means of a relevant system
and may revoke any such permission. Registration of a transfer of an
uncertificated share may be refused where permitted by the statutes
(as defined in the articles of association).
Repurchase of shares
The Company obtained shareholder authority at the last Annual
General Meeting (1 March 2013) to buy back up to 120,380,408
ordinary shares. This authority was replaced at the Extraordinary
General Meeting held on 3 June 2013 to approve the share
consolidation, by a new authority to buy back up to 110,893,630
ordinary shares. The authority granted on 3 June 2013 remains
outstanding until the conclusion of the next Annual General Meeting
on 6 March 2014. The minimum price which must be paid for each
ordinary share is its nominal value and the maximum price is the
higher of 105% of the average of the middle market quotations for
an ordinary share as derived from the London Stock Exchange Daily
Official List for the five business days immediately before the purchase
is made and the amount stipulated by article 5(1) of the Buy-back and
Stabilisation Regulation 2003 (in each case exclusive of expenses).
On 30 September 2013, the Company appointed Citigroup Global
Markets Limited (“Citi”) to manage an irrevocable buyback programme
during the close period which commenced on 1 October 2013 and will
run up to 4 December 2013. From 1 October 2013 to 28 November
2013, the last practicable date prior to publication of the Annual
Report & Accounts, 5,507,000 ordinary shares of 14/77p each were
repurchased through Citi at a weighted average price of 333.4p
per share. The highest and lowest prices paid for these shares were
350.0p per share and 312.3p per share respectively. The purchased
shares have not been cancelled and are held as treasury shares.
These shares represent 0.5% of the issued share capital. The total
number of ordinary shares in issue (excluding shares held as treasury
shares) at 28 November 2013 is 1,096,898,597.
In the year under review treasury shares were cancelled on three
occasions: 124,525,800 ordinary shares on 16 January 2013,
43 ordinary shares on 3 June 2013 and 35,000,000 ordinary shares
on 4 September 2013.
Amendment of the Company’s articles of association
Any amendments to the Company’s articles of association may be
made in accordance with the provisions of the Companies Act 2006
by way of special resolution.
Appointment and replacement of directors
Directors shall be no less than two and no more than 15 in number.
Directors may be appointed by the Company by ordinary resolution or
by the Board. A director appointed by the Board holds office only until
71The Sage Group plc | Annual Report & Accounts 2013
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