SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of APRIL, 2006
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Commission File Number 001-13908
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AMVESCAP PLC
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(Translation of registrant's name into English)
30 Finsbury Square, London EC2A 1AG, ENGLAND
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F__X__ Form 40-F____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes____ No__X__
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- N/A
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Description of document filed: Notice of EGM - November 2005
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
THE VALUE OF SHARES AND THE INCOME FROM THEM CAN FALL AS WELL AS RISE AND YOU
MAY NOT RECOVER THE AMOUNT OF MONEY YOU INVEST. YOU SHOULD NOT REGARD ANY OF THE
INFORMATION PROVIDED IN THIS DOCUMENT AS A RECOMMENDATION TO BUY OR HOLD SHARES
IN AMVESCAP PLC. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU
SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000.
IF YOU HAVE SOLD OR TRANSFERRED YOUR HOLDING OF SHARES IN AMVESCAP PLC, PLEASE
SEND THIS DOCUMENT AND THE ACCOMPANYING FORMS OF PAROXY AT ONCE TO THE PURCHASER
OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE
OR TRANSFER WAS EFFECTED, FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
AMVESCAP PLC
NOTICE OF EXTRAORDINARY GENERAL MEETING
AND
NOTICE OF SEPARATE GENERAL MEETING
OF ORDINARY SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 2005
Notice of an Extraordinary General Meeting of AMVESCAP PLC to be held at the
offices of JPMorgan Cazenove Ltd., 20 Moorgate, London EC2R 6DA on November 1,
2005 at 9:00 a.m. is set out on pages 11 to 14 of this document. Shareholders
are requested to complete the accompanying white form of proxy for use at the
EGM and return it to the Company's registrars, Capita Registrars (Proxies), The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received as
soon as possible and, in any event, not later than 9:00 a.m. on October 30,
2005.
Notice of a Separate General Meeting to be held at the offices of JPMorgan
Cazenove Ltd., 20 Moorgate, London EC2R 6DA on November 1, 2005 at 9:05 a.m. (or
as soon thereafter as the Extraordinary General Meeting of the Company convened
for the same day has been concluded or adjourned) is set out on pages 15 and 16
of this document. Shareholders are requested to complete the accompanying yellow
form of proxy for use at the Separate General Meeting and return it to the
Company's registrars (at the address set out above) so as to be received as soon
as possible and, in any event, not later than 9:05 a.m. on October 30, 2005. The
enclosed yellow form of proxy is for use by the holders of Existing Ordinary
Shares only.
Alternatively, Shareholders may lodge their proxies through the CREST system or
via the Registrars' Web site, www.capitaregistrars.com, by using the investor
code contained on the forms of proxy enclosed with this notice, in each case at
any time prior to 9:00 a.m. on October 30, 2005 in respect of the EGM and prior
to 9:05 a.m. on October 30, 2005 in respect of the Separate General Meeting.
The return or lodging of a proxy via any of these means will not preclude a
Shareholder from attending and voting in person at the EGM and/or the Separate
General Meeting as the case may be.
Certain terms used in this document are defined in the section entitled
"Definitions" that starts on page 17.
TABLE OF CONTENTS
1. Letter from the Chairman 3
2. Appendix - Details of the Redenomination 6
3. Notice of Extraordinary General Meeting 11
4. Notice of Separate General Meeting of Existing Ordinary Shareholders 15
5. Definitions 17
EXPECTED TIMETABLE
Latest time and date for white forms of proxy to be received for the 9:00 a.m. on October 30, 2005
Extraordinary General Meeting
Latest time and date for yellow forms of proxy to be received for the 9:05 a.m. on October 30, 2005
Separate General Meeting of Existing Ordinary Shareholders
Extraordinary General Meeting 9:00 a.m. on November 1, 2005
Separate General Meeting of Existing Ordinary Shareholders 9:05 a.m. on November 1, 2005*
Court hearing of petition to confirm the Reduction December 7, 2005
Last day for dealings in Existing Ordinary Shares on the London Stock December 7, 2005
Exchange
Date on which the Court Order confirming the Reduction is expected to be December 8, 2005
registered by the Registrar of Companies (this is when the Redenomination
becomes effective)
First day for dealings in U.S.$ Shares on the London Stock Exchange December 8, 2005
* or as soon thereafter as the preceding Extraordinary General Meeting shall
have been concluded or adjourned.
This timetable gives expected dates only. If they change, we will make an
announcement to the UKLA, post the information on our Web site
(www.amvescap.com) and issue a press release.
2
AMVESCAP PLC
(Registered and Incorporated in England and Wales No. 308372)
Directors:
C. W. Brady (Chairman)
M. L. Flanagan (Chief Executive Officer)
R. D. Adams
Sir John Banham
J. R. Canion
Dr. T. R. Fischer
R. H. Graham
D. Kessler
E. P. Lawrence
B. Longstreth
J. I. Robertson
J. D. Rogers
Secretary:
M. S. Perman
Registered Office:
30 Finsbury Square
London EC2A 1AG
October 4, 2005
To holders of Ordinary Shares and the holder of the Special Voting Share
Dear Fellow Shareholders,
EXTRAORDINARY GENERAL MEETING AND
SEPARATE GENERAL MEETING OF ORDINARY SHAREHOLDERS
I am writing to you to set out proposals for the redenomination of the Company's
ordinary share capital into U.S. dollars and to convene an Extraordinary General
Meeting of the Company and a Separate General Meeting of Existing Ordinary
Shareholders for this purpose to be held at 9:00 a.m. and 9:05 a.m. (or as soon
thereafter as the Extraordinary General Meeting has been concluded or
adjourned), respectively, on November 1, 2005 at the offices of JPMorgan
Cazenove Ltd., 20 Moorgate, London EC2R 6DA. The formal Notice of Extraordinary
General Meeting including the resolution to be proposed is set out on pages 11
to 14 of this document. The formal Notice of the Separate General Meeting is set
out on pages 15 and 16 of this document immediately following the Notice of
Extraordinary General Meeting.
While the actions which we are asking you to approve are straightforward, the
legal form of the resolution to be proposed at the EGM (the "EGM Resolution") is
fairly complex. Furthermore, Existing Ordinary Shareholders are required to
sanction the variation of share class rights involved in the Redenomination at
the Separate General Meeting. In this letter, I will seek to describe the
purpose of both the EGM Resolution and the Separate General Meeting in
non-technical business terms.
REDENOMINATION OF CAPITAL
AMVESCAP, as a U.K. public company, has always reported its results in sterling.
As Shareholders are aware, the majority of the Group's revenues, assets and
liabilities are denominated in U.S. dollars. From 2006 (and in respect of the
financial year ending December 31, 2005) we intend to present the Group's
results in U.S. dollars so as to mitigate the impact of foreign exchange
movements on reported earnings. As part of this process it would be advantageous
to redenominate the Company's ordinary share capital into U.S. dollars in order
to be consistent with the functional currency of the majority of our main
operating subsidiaries. The Company is also proposing the cancellation of its
share premium account which is denominated in sterling. This will enable the
Company, subject to protection of creditors, to treat the share
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premium account as distributable in due course. The nominal value of the Special
Voting Share will not be affected by this proposal. Set out in Appendix I,
beginning on page 6 of this document, is a fuller explanation of these
proposals.
Let me assure you that several things will not change:
- ALL SHAREHOLDERS WILL HAVE THE SAME NUMBER OF SHARES AFTER THE
REDENOMINATION AS THEY HAD BEFORE;
- THE SHARE PRICE WILL STILL BE QUOTED IN STERLING;
- THE SHARES WILL STILL BE TRADED ON THE LONDON STOCK EXCHANGE;
- THIS CHANGE WILL NOT REDUCE THE COMPANY'S ASSETS, LIABILITIES OR OVERALL
SHAREHOLDERS' FUNDS;
- YOUR RIGHT TO VOTE WILL NOT BE AFFECTED; AND
- DIVIDENDS WILL CONTINUE TO BE PAID IN STERLING.
Shareholders should also note that the proposed redenomination will not alter
the rights attached to the Special Voting Share.
As a consequence of redenominating the Company's ordinary share capital into
U.S. dollars, the authorities granted to the Directors at this year's Annual
General Meeting to allot securities and to repurchase shares need to be amended
so that the limits on such authorities are expressed in U.S. dollars, not
sterling. The EGM Resolution to be proposed at the EGM replaces the authorities
granted at the Annual General Meeting in order to express the relevant limits in
U.S. dollars. The EGM Resolution also makes certain minor changes to the
Articles of Association (including the maximum sum payable by way of Directors'
fees), full details of which are described in Appendix I.
The Class Resolution to be proposed at the Separate General Meeting is required
to sanction the variation of share class rights involved in the Redenomination.
VOTING
Voting at the EGM and the Separate General Meeting will be by way of a poll.
Both the Existing Ordinary Shareholders and the holder of the Special Voting
Share are entitled to vote on the EGM Resolution at the EGM. Only the Existing
Ordinary Shareholders are entitled to vote on the Class Resolution at the
Separate General Meeting.
The Chairman will call for a poll and invite each Shareholder and proxy present
at the EGM and, as the case may be, the Separate General Meeting to complete a
poll card indicating how they wish to cast their votes in respect of the
relevant Resolution. In addition, the Chairman will cast the votes for which he
has been appointed proxy. Once the results have been verified by the Registrars,
they will be notified to the London Stock Exchange and published on the
Company's Web site.
ACTION TO BE TAKEN
You will find enclosed a white form of proxy in respect of the EGM and a yellow
form of proxy in respect of the Separate General Meeting. It is important that
you complete and sign the white form of proxy and, if you are an Ordinary
Shareholder, the enclosed yellow form of proxy in accordance with the
instructions printed thereon, whether or not you intend to be present at the
relevant Shareholder meeting. You are requested to complete the relevant form or
forms of proxy and return it or them so as to reach Capita Registrars (Proxies),
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible
and, in any event, not later than the time indicated thereon. Completion and
return of the relevant form of proxy will not preclude you from attending and
voting in person at the relevant Shareholder meeting.
Consistent with the approach adopted at the Company's Annual General Meeting,
the Company also offers Shareholders the opportunity to cast their votes
electronically in respect of the forthcoming EGM and Separate General Meeting,
either through the CREST proxy system or via the Web site of our registrars,
Capita Registrars, at www.capitaregistrars.com. The relevant proxy cards
enclosed with this document will contain a personal investor code specific to
each Shareholder, which relevant Shareholders will need in order to register
their votes via the Internet.
4
FURTHER INFORMATION
Further information on the Redenomination and the Resolutions to be passed in
connection with it can be found at Appendix I to this Letter.
RECOMMENDATION
The Board considers that the Resolutions to be proposed at the EGM are in the
best interests of the Shareholders taken as a whole and at the Separate General
Meeting are in the best interests of the holders of the Ordinary Shares and
recommends you to vote in favour of them, as the Directors intend to do in
respect of their own beneficial holdings.
Yours faithfully,
/s/ Charles W. Brady
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Charles W. Brady, Chairman
5
APPENDIX I
DETAILS OF THE REDENOMINATION
The Redenomination will be implemented by way of a reduction of capital pursuant
to Section 135 of the Companies Act 1985. This requires:
(i) all the ordinary share capital of the Company to be reduced by cancelling
and extinguishing all of the issued and unissued Existing Ordinary Shares
and the credit arising in the Company's books of account as a result of
such cancellation and extinction being transferred to the Company's
Cancellation Reserve; and
(ii) the amount standing to the credit of the Company's share premium account to
be cancelled and the credit arising in the Company's books of account as a
result of such cancellation being transferred to the Company's Special
Reserve.
On the day the Reduction takes effect the authorised share capital of the
Company will be increased by U.S.$105,000,000 (being the amount in U.S. dollars
which is necessary, rounded up to the nearest U.S. dollar, to create such number
of new ordinary shares with a nominal value of 10 U.S. cents each (each a "U.S.$
Share") as is equal to the aggregate number of issued and unissued Existing
Ordinary Shares). The U.S.$ Shares will have the same rights and restrictions
attached to them as the Existing Ordinary Shares.
The sum standing to the credit of each of the Cancellation Reserve and the
Special Reserve will be converted into U.S. dollars at the spot rate of exchange
for the purchase of U.S. dollars with sterling at 8:00 a.m. on the day on which
the Court Order confirming the Reduction is made (the "L/U.S.$ Rate"). On
the Effective Date the Cancellation Reserve will be applied in paying up such
number of U.S.$ Shares as is equal to the aggregate number of issued Existing
Ordinary Shares in full at par. If there is any surplus amount remaining in the
Cancellation Reserve, such surplus amount shall be transferred to the Special
Reserve, which may become distributable but which will be subject to any
undertaking given to the Court in connection with its approval of the Reduction
(see further below).
On the Effective Date the required number of U.S.$ Shares will be allotted,
issued and credited as fully paid to those persons who appear on the register of
members of the Company at 6:30 a.m. on the Effective Date in the proportion of
one U.S.$ Share for each Existing Ordinary Share held by them. Finally, the
Court will require to be satisfied that creditors of the Company will not be
adversely affected by the Reduction. An undertaking from the Company to the
Court limiting the circumstances in which the amounts standing to the credit of
the Special Reserve may be distributed will be given by the Company to the
Court.
INCREASE OF CAPITAL
Prior to the Reduction becoming effective the Company will increase its capital
by L50,000 by the creation of 50,000 Preference Shares. The Preference Shares
will be created so that, following confirmation by the Court of the Reduction,
the share capital of the Company will continue to satisfy the requirements of
Section 118 of the Companies Act 1985 that any public company incorporated
thereunder must have a minimum share capital of L50,000. It is expected that
prior to the Reduction becoming effective the Preference Shares will be issued
to JPMorgan Cazenove Ltd. (or an affiliate thereof), one of the Company's
financial advisers, for L50,000 in cash. The terms of the Preference Shares are
set out below.
The holders of the Preference Shares will be entitled to receive a monthly
dividend at an annual rate of 7 percent per annum on the nominal value of those
shares. In addition, upon a winding up of the Company, the holders of the
Preference Shares will be entitled to receive, prior to any payment to any
Ordinary Shareholders:
(i) repayment of an amount equal to the nominal value of each Preference Share;
and
(ii) any dividend due for payment or any arrears of dividend relating to each
Preference Share.
6
The holders of Preference Shares will only be entitled to receive notice of
general meetings, or to attend, speak and vote at general meetings, in the
following circumstances:
(i) when a resolution is proposed at a general meeting to wind up the Company.
In this case, the holders of the Preference Shares may attend but not speak
or vote at such general meeting; and
(ii) when a resolution is proposed at a general meeting to vary the rights
attached to the Preference Shares. In this case, the holders of the
Preference Shares are entitled to attend, speak and vote, provided that
this entitlement extends only to voting on that resolution or any motion to
adjourn the general meeting before the resolution is voted on.
The Preference Shares will be redeemable at par (plus any dividend due for
payment or any arrears of dividend relating to each Preference Share) at the
Company's option by giving seven days' notice to the holders of such shares.
However, on any date on which a dividend is paid on the Preference Shares, the
Directors can decide to pay a special dividend of L50,000 (in aggregate) to the
holders of the Preference Shares, (the "Special Dividend"). The Special Dividend
will be payable in addition to any normal dividend that is due on such date.
Upon payment of the Special Dividend, the rights attaching to the Preference
Shares will be altered such that:
(i) the Preference Shares will cease to be entitled to receive the monthly
dividend and will no longer carry any entitlement to participate in any of
the profits of the Company;
(ii) on a winding up of the Company, the Preference Shares shall not carry any
entitlement to participate in the assets of the Company;
(iii) the holders of the Preference Shares will cease to be entitled to receive
notice of, or to attend or vote at, any general meeting of the Company;
(iv) the Company shall be deemed to have an irrevocable authority at any time to
transfer the Preference Shares for no consideration to such person or
persons as the Company may determine or to redeem such shares for no
consideration by giving seven days' notice to the holders of such shares;
and
(v) the Preference Shares will automatically be redesignated as Deferred
Sterling Shares.
CHANGES TO THE ARTICLES OF ASSOCIATION
The Articles of Association will be amended to (inter alia) reflect the
increases in capital noted above and to set out the rights attaching to the
Preference Shares.
At the same time, the Articles will be amended to correct a clerical error in
the previous amendment made at the 2004 annual general meeting. At that time,
the description of voting rights attached to the Existing Ordinary Shares was
erroneously changed to provide for one vote for each ordinary share. This error
has not at any time affected any resolutions passed by the Company or otherwise
had any effect on Shareholder rights. The EGM Resolution will correct the
Articles by restoring the previous language stipulating that the number of votes
which may be cast on a poll in respect of the Ordinary Shares is one vote for
every four Ordinary Shares held.
OTHER EGM RESOLUTIONS
At the Annual General Meeting of the Company on April 28, 2005, resolutions were
passed granting authority to the Directors to allot securities and to repurchase
shares. Limits were set on these authorities that were expressed in sterling. If
the Redenomination takes place, these limits must be expressed in U.S. dollars
rather than sterling.
Paragraphs 4, 5 and 6 of the EGM Resolution in the Notice of Extraordinary
General Meeting contain the same authorities that were granted at the Annual
General Meeting, but with any limits expressed in U.S. dollars. If the EGM
Resolution is passed, the previous authorities will lapse and will be replaced
with those set out in paragraphs 4, 5 and 6 of the EGM Resolution.
7
Paragraph 7 of the EGM Resolution further amends the Articles of Association to
reflect the changes required for the purposes of the Redenomination and so that
the existing limit on the aggregate fees that may be paid to Directors is
expressed in U.S. dollars and is limited to U.S.$2,000,000 per annum. This
change reflects the fact that most of the Directors to whom fees are paid are
resident in the U.S.
SEPARATE GENERAL MEETING
In order to effect the Redenomination, the Articles of Association and the Act
require an extraordinary resolution to be passed at a Separate General Meeting
of the Existing Ordinary Shareholders. At the Separate General Meeting, the
Class Resolution must be approved by not less than 75 percent of the votes cast
by Existing Ordinary Shareholders in person or on a poll and, except at any
adjournment of the Separate General Meeting, a quorum of Existing Ordinary
Shareholders representing in person or by proxy one third of the issued ordinary
share capital must be present.
CONDITIONS
The Redenomination will become effective and binding if the following conditions
are fulfilled:
(i) the EGM Resolution set out in the Notice of Extraordinary General Meeting
in this document is duly passed as a special resolution;
(ii) the Class Resolution set out in the Notice of Separate General Meeting in
this document is duly passed as an extraordinary resolution;
(iii) the L/U.S.$ Rate on the date on which the Reduction is confirmed by the
Court is no less than L1/U.S.$0.40. This condition is to ensure that
Redenomination does not result in an increase in the nominal value of the
Company's issued share capital. Were this to be the case, the Company would
be required to publish a prospectus in connection with the Redenomination;
(iv) the Reduction is confirmed by the Court and an office copy of the Court
Order together with a minute containing the particulars required by Section
138 of the Companies Act 1985 are registered by the Registrar of Companies
in England and Wales; and
(v) the U.K. Listing Authority shall have agreed to admit, subject only to
allotment and issue, the relevant U.S.$ Shares to the Official List and the
London Stock Exchange shall have agreed to admit the U.S.$ Shares to the
LSE's market for listed securities subject only to the Reduction having
taken effect.
If the above conditions are fulfilled, it is expected that the Redenomination
will become effective on December 8, 2005. Shareholders will be notified of the
exact date on which the Redenomination becomes effective by an advertisement in
the U.K. press. Notwithstanding any approval of Shareholders given at the EGM
and the Separate General Meeting, the Board reserves the right not to take the
necessary action to give effect to the Redenomination if it considers such
action would not be appropriate or in the best interests of the Company or its
Shareholders.
EFFECTS OF THE REDENOMINATION
The Redenomination will not reduce the Company's assets, liabilities or overall
Shareholders' funds. Each Shareholder will maintain the same number of shares
and percentage interest in the issued ordinary share capital of the Company as
he had immediately before the Effective Date.
However, as the Redenomination will effectively involve reducing the nominal
value of each Existing Ordinary Share from 25 pence to 10 U.S. cents, additional
distributable reserves of the Company will be created subject to any undertaking
given to the Court. The extent of this increase will be dependent upon the
L/U.S.$ Rate, but the total additional distributable reserves created will be
equal to the amount standing to the credit of the Special Reserve after the
U.S.$ Shares have been issued on the Effective Date and any surplus in the
Cancellation Reserve has been transferred to the Special Reserve. As noted in
the paragraph entitled "Details of the Redenomination", the ability of the
Company to distribute these reserves created by the Redenomination will be
subject to any conditions imposed by the Court for the purposes of protecting
the existing creditors of the Company.
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DIVIDENDS
The Company's dividends will continue to be paid in sterling. All mandates and
other instructions in force relating to dividend payments will, unless and until
revoked, remain in force.
SHARE CERTIFICATES AND CREST
Shares held in certificated form on the Effective Date
No new certificates for the U.S.$ Shares will be dispatched if the
Redenomination becomes effective. The share certificates for the Existing
Ordinary Shares will remain effective even though the nominal amount of U.S.$
Shares will then be different from that stated on such share certificates.
Shares held in uncertificated form (that is, in CREST) on the Effective Date
If the Redenomination becomes effective, then prior to the commencement of
dealings in the U.S.$ Shares on the LSE, the appropriate stock account of the
relevant Shareholder in CREST will be credited with such person's entitlement to
U.S.$ Shares and the relevant holding of Existing Ordinary Shares will be
cancelled.
The U.S.$ Shares are expected to be eligible to be traded through the CREST
system with effect from the date of commencement of dealings on the LSE.
DEALINGS AND SETTLEMENT
If the Redenomination becomes effective on December 8, 2005, dealings in the
U.S.$ Shares on the LSE will commence on December 8, 2005.
It is not expected that there will be any suspension of dealings in the
Company's securities in London, New York or Toronto, and the register of members
of the Company will not close for the purposes of implementing the
Redenomination.
THE FTSE 100 INDEX
The Company is a constituent of, and all of the issued Existing Ordinary Shares
are included in, the FTSE 100 Index. The Directors believe that, immediately
following the Redenomination, the U.S.$ Shares in issue will be included in
place of the Existing Ordinary Shares previously in issue, in the FTSE 100
Index.
TAXATION
The following statements are intended only as a general guide to current U.K.
tax legislation and to the current practice of the H.M. Revenue and Customs.
They relate only to persons who are the absolute beneficial owners of the shares
(and not to certain classes of persons, such as dealers in securities, insurance
companies, collective investment schemes or any persons holding or acquiring
shares by reason of employment) and who are resident, or (if individuals)
resident or ordinarily resident, in the U.K. for tax purposes. Any person who is
in any doubt as to his tax position is strongly recommended to consult his
professional advisers immediately. The cancellation of the Existing Ordinary
Shares and the issue of the U.S.$ Shares should not give rise to any liability
for U.K. capital gains tax purposes. For U.K. capital gains tax purposes the
U.S.$ Shares should be treated as the same asset as a shareholder's holding of
the Existing Ordinary Shares.
No U.K. stamp duty will be payable as a result of the issue of U.S.$ Shares to
the holders of Existing Ordinary Shares pursuant to the Redenomination.
It is also expected that no U.K. stamp duty reserve tax should be payable as a
result of the issue of U.S.$ Shares to the holders of Existing Ordinary Shares
pursuant to the Redenomination.
ADRS AND EXCHANGEABLE SHARES
The Redenomination will not affect the holders of ADRs or Exchangeable Shares,
save that the securities for which each of the ADRs and the Exchangeable Shares
may be exchanged will become the U.S.$ Shares, which will be denominated in U.S.
dollars rather than sterling.
9
CERTAIN REGULATORY MATTERS; NON-U.K. SHAREHOLDERS
The Company has been advised that the Redenomination is exempt from the
registration requirements of the U.S. Securities Act of 1933. In addition, the
Directors believe that the Company has made all required filings and complied
with all other necessary formalities in connection with the Redenomination in
Canada, Germany, France, Belgium, Ireland, Hong Kong and the Cayman Islands. It
is, however, the responsibility of non-U.K. shareholders to ensure that all
relevant laws and regulations in non-U.K. jurisdictions applicable to them or
their shareholdings (for example, exchange control laws or regulations) are
complied with, and that they obtain any permissions or consents, or make any
filings, required to be made by them in non-U.K. jurisdictions. Any Shareholders
who are in doubt as to the particular requirements that may apply to them in
connection with the Redenomination are urged to consult their own advisors.
SHARE SCHEMES
As a consequence of the Redenomination, all current and future options and
awards granted under the Share Schemes will relate to U.S.$ Shares. This change
does not require any amendments to be made to the rules of the Share Schemes.
TRUSTEE INVESTMENT STATUS
The Redenomination will have no effect in relation to the Trustee Act 2000.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of each set of the draft amended Articles of Association, together with
copies of the Directors' service contracts (and/or letters of appointment) with
the Company and any of its subsidiaries, and the register of Directors'
interests are available for inspection by any person at the Company's registered
office, 30 Finsbury Square, London EC2A 1AG, during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) and will also be
available at the venue of the EGM to any person for at least 15 minutes prior
to, and until the conclusion of, the EGM and the Separate General Meeting.
10
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
AMVESCAP PLC
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of AMVESCAP PLC
(the "Company") will be held at the offices of JPMorgan Cazenove Ltd., 20
Moorgate, London EC2R 6DA on November 1, 2005 at 9:00 a.m. for the purpose of
considering and, if thought fit, passing the following resolution which will be
proposed as a Special Resolution:
SPECIAL RESOLUTION
THAT,
1. with effect from the passing of this Resolution:
(a) the authorised share capital of the Company be increased from
L262,500,000 to L262,550,000 by the creation of 50,000 redeemable
preference shares of L1 each, such shares to carry the rights set out
in the Articles of Association as amended in accordance with paragraph
1(c) of this Resolution (the "Preference Shares");
(b) in addition to the authority granted to the Directors at the most
recent annual general meeting of the Company, the Directors be and are
hereby generally authorised and empowered pursuant to Section 80 of
the Companies Act 1985 to allot 50,000 Preference Shares with a
maximum nominal amount of L50,000, such authority to expire on
December 31, 2005;
(c) the Articles of Association of the Company be amended so as to be in
the form of the Articles of Association produced to the meeting that
are marked and initialled by the chairman as the "Amended Articles of
Association" for the purposes of identification;
2. subject to (a) the L/U.S.$ Rate (as defined in paragraph 3 below) being no
less than L1/U.S.$0.40, and (b) the passing as an extraordinary resolution
at a separate general meeting of the holders of the ordinary shares in the
capital of the Company (or any adjournment thereof) of the resolution set
out in the notice dated October 4, 2005 convening such meeting, the
ordinary share capital of the Company be reduced by cancelling and
extinguishing all of the issued and unissued ordinary shares of 25p each
(each ordinary share, a "Relevant Ordinary Share") and the credit arising
in the Company's books of account as a result of such cancellation and
extinction be transferred to a special reserve of the company (the
"Cancellation Reserve") and the amount standing to the credit of the
Company's share premium account be cancelled and the credit arising in the
Company's books of account as a result of such cancellation be transferred
to a special reserve of the Company (the "Special Reserve") (together with
the cancellation and extinction of the Relevant Ordinary Shares, the
"Reduction");
and subject to and forthwith upon the Reduction taking effect:
3. (a) the authorised share capital of the Company be increased from
L50,000.25 to L50,000.25 and U.S.$105,000,000 by the
creation of 1,050,000,000 new ordinary shares with a nominal value of
10 U.S. cents each (each such share, a "U.S.$ Share"), such U.S.$
Shares to have the same rights and restrictions attached thereto (save
as to the amount paid up on each share) as are attached by the
Articles of Association of the Company as amended in accordance with
paragraph 7 of this Resolution;
(b) the sums standing to the credit of each of the Cancellation Reserve
and the Special Reserve be converted into U.S. dollars at the spot
rate of exchange for the purchase of U.S. dollars with sterling at
8:00 a.m. on the day on which the Court Order confirming the Reduction
is made (the "L/U.S.$ Rate");
11
(c) the sum standing to the credit of the Cancellation Reserve as a result
of the conversion referred to in sub-paragraph (3)(b) be applied in
paying up such number of U.S.$ Shares as is equal to the aggregate
number of issued Relevant Ordinary Shares (the "Required Number") in
full at par, provided that if there would otherwise be any surplus
amount remaining in the Cancellation Reserve, such surplus amount
shall be transferred to the Special Reserve;
(d) the Required Number of U.S.$ Shares be allotted and issued credited as
fully paid to those persons who appeared on the register of members of
the Company as the holders of the issued Relevant Ordinary Shares at
6:30 a.m. on the date on which the Reduction takes effect in the
proportion of one U.S.$ Share for each issued Relevant Ordinary Share
then held by them; and
(e) in addition to and without prejudice to any other authority conferred
upon the Directors to allot relevant securities of the Company, the
Directors be and they are hereby generally and unconditionally
authorised pursuant to and for the purposes of Section 80 of the Act
to exercise all the powers of the Company to allot the Required Number
of U.S.$ Shares (involving a maximum nominal amount in U.S. dollars of
relevant securities as is equal to the Required Number multiplied by
10 U.S. cents) and this authority shall expire on December 31, 2005;
4. the Directors of the Company be, and they are hereby, generally and
unconditionally authorised in accordance with section 80 of the Companies
Act 1985 to exercise all the powers of the Company to allot relevant
securities (as defined in sub-section (2) of that section) up to an
aggregate nominal amount of U.S.$23,900,000 provided that:
(a) this authority, unless renewed or revoked, shall expire on April 27,
2010, save that the Company may before such expiry make offers or
agreements which would or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant
securities in pursuance of any such offer or agreement as if this
authority had not expired; and
(b) upon the passing of this Resolution, and without prejudice to the
authorities granted by paragraphs 1(b) and 3(e) of this Resolution,
the resolution passed as resolution 12 at the Annual General Meeting
on April 28, 2005, shall be of no further force or effect (without
prejudice to any previous exercise of the authorities granted
thereby);
5. (a) the Directors of the Company be, and are hereby, empowered pursuant to
section 95 of the Companies Act 1985 to allot equity securities (as
defined in section 94 of the Companies Act 1985) for cash as if
section 89(1) of that Act did not apply to such allotment, provided
that the power conferred by this Resolution shall be limited to:
(i) any allotment of equity securities in connection with a rights
issue, being an offer of equity securities to (1) the holders
(other than the Company) of U.S.$ Shares on the relevant register
on a fixed record date in proportion (as nearly as may be) to
their respective holdings of U.S.$ Shares (for which purpose
holdings in certificated and uncertificated form may be treated
as separate holdings) and (2) other persons so entitled by virtue
of the rights attaching to any other securities held by them (but
subject in both cases to such exclusions or other arrangements as
the Directors may deem necessary or expedient in relation to
fractional entitlements or record dates or legal or practical
problems under the laws of any territory or the requirements of
any recognised regulatory body or stock exchange); and
(ii) any allotments (otherwise than pursuant to sub-paragraph (i)
above) of equity securities up to an aggregate nominal value not
exceeding U.S.$4,050,000;
12
(b) this power, unless, renewed, shall expire on April 27, 2010;
(c) the Company may make offers or agreements before this power has
expired which would or might require equity securities to be allotted
after such expiry, and the Directors may allot equity securities in
pursuance of any such offer or agreement as if the power conferred
hereby had not expired;
(d) references (except in paragraph (f) below) to an allotment of equity
securities shall include a sale of treasury shares;
(e) upon the passing of this Resolution, the resolution passed as
resolution 13 at the Annual General Meeting on April 28, 2005, shall
be of no further force or effect (without prejudice to any previous
exercise of the powers granted thereby);
(f) the power in paragraph (a) above, insofar as it relates to the
allotment of equity securities rather than the sale of treasury
shares, is granted pursuant to the authority conferred by paragraph 4
of this Resolution; and
(g) the nominal amount of any securities shall be taken to be, in the case
of rights to subscribe for, or convert any securities into, shares of
the Company, the nominal value of such shares which may be issued
pursuant to such rights;
6. the Company is, pursuant to section 166 of the Companies Act 1985, hereby
generally and unconditionally authorised to make market purchases (within
the meaning of section 163 of that Act) of U.S.$ Shares provided that:
(a) the maximum number of U.S.$ Shares hereby authorised to be purchased
is 81,076,000;
(b) the minimum price which may be paid for a U.S.$ Share is 10 U.S. cents
per ordinary share or the equivalent in any other currency;
(c) the maximum price which may be paid for a U.S.$ Share is an amount
equal to 105 percent of the average of the middle market price shown
in the quotations for a U.S.$ Share as derived from the London Stock
Exchange Daily Official List for the five business days immediately
preceding the day on which the U.S.$ Share is contracted to be
purchased;
(d) the authority hereby conferred shall expire on the earlier of July 27,
2006, and the conclusion of the next annual general meeting of the
Company, unless such authority is renewed prior to such time;
(e) the Company may make a contract to purchase U.S.$ Shares under the
authority hereby conferred which will or may be executed wholly or
partly after the expiry of such authority, and may make a purchase of
U.S.$ Shares in pursuance of any such contract; and
(f) upon the passing of this Resolution, the resolution passed as
resolution 14 at the Annual General Meeting on April 28, 2005, shall
be of no further force or effect (without prejudice to any previous
exercise of the authorities granted thereby); and
7. the Articles of Association be amended further so as to be in the form of
the Articles of Association produced to the meeting that are marked and
initialled by the chairman as the "Further Amended Articles of Association"
for the purposes of identification.
By Order of the Board
Michael S. Perman, Secretary
October 4, 2005
Registered Office:
30 Finsbury Square
London EC2A 1AG
Registered Number: 308372, England
13
NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING
1. A member entitled to attend and vote at the EGM may appoint a proxy (who
need not be a member of the Company) to attend and, on a poll, to vote on
his behalf. In order to be valid, an appointment of proxy must be returned
by one of the following methods:
- in hard copy form by post, by courier or by hand to the Company's
registrars, Capita Registrars (Proxies), The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, duly completed and executed, together
with any power of attorney or other authority under which it is signed
(or a notarially certified copy thereof); or
- in the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out below;
or
- via www.capitaregistrars.com using the investor code contained in the
white form of proxy enclosed with this notice,
and in each case must be received by the Company not less than 48 hours
before the time of the meeting. The appointment of a proxy does not prevent
a member from attending and voting at this meeting.
2. CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so by utilising the procedures
described in the CREST Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their
behalf. In order for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be
properly authenticated in accordance with CRESTCo's specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it relates to the
appointment of a proxy or to an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer's agent (ID RA10) by the latest time(s) for
receipt of proxy appointments specified in the notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host) from
which the issuer's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001. CREST members and, where
applicable, their CREST sponsors or voting service providers should note
that CRESTCo does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
3. A person entered on the register of members of the Company at close of
business on October 30, 2005 ("a member") is entitled to attend and vote at
the EGM pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001. Any changes to the Register of Members after such time
and date shall be disregarded in determining the rights of any person to
attend and/or vote at the EGM. If the EGM is adjourned, entitlement to
attend and vote at the adjourned meeting, and the number of votes which may
be cast thereat, will be determined by reference to the Company's register
of members 48 hours before the time fixed for the adjourned meeting.
14
NOTICE OF SEPARATE GENERAL MEETING OF ORDINARY SHAREHOLDERS
OF
AMVESCAP PLC
NOTICE IS HEREBY GIVEN that a meeting of the holders of ordinary shares
("Ordinary Shares") of 25p each in the capital of AMVESCAP PLC (the "Company")
will be held at the offices of JPMorgan Cazenove Ltd., 20 Moorgate, London EC2R
6DA on November 1, 2005 at 9:05 a.m. (or as soon thereafter as the preceding
Extraordinary General Meeting of the Company convened for 9:00 a.m. on the same
day shall have been concluded or adjourned) for the purpose of considering and,
if thought fit, passing the following Resolution which will be proposed as an
Extraordinary Resolution:
EXTRAORDINARY RESOLUTION
THAT, this separate general meeting of the holders of Ordinary Shares hereby
consents to:
(i) the passing and giving effect to the resolution set out in the notice of
Extraordinary General Meeting of the Company dated October 4, 2005 (a copy
of which has been produced to this meeting and, for the purpose of
identification, signed by the Chairman hereof); and
(ii) each and every alteration or abrogation of the special rights and
privileges attached to the Ordinary Shares involved in or effected by the
passing and implementation of such resolution.
By Order of the Board
Michael S. Perman, Secretary
October 4, 2005
Registered Office:
30 Finsbury Square
London EC2A 1AG
Registered Number: 308372, England
NOTES TO THE NOTICE OF SEPARATE GENERAL MEETING OF ORDINARY SHAREHOLDERS
1. A registered holder of Ordinary Shares is entitled to attend and vote at
the Separate General Meeting may appoint a proxy (who need not be a member
of the Company) to attend and, on a poll, to vote on his behalf. In order
to be valid, an appointment of proxy must be returned by one of the
following methods:
- in hard copy form by post, by courier or by hand to the Company's
registrars, Capita Registrars (Proxies), The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, duly completed and executed, together
with any power of attorney or other authority under which it is signed
(or a notarially certified copy thereof); or
- in the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out below;
or
- via www.capitaregistrars.com using the investor code contained in the
yellow form of proxy enclosed with this notice,
and in each case must be received by the Company not less than 48 hours
before the time of the meeting. The appointment of a proxy does not prevent
a member from attending and voting at this meeting.
2. CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so by utilising the procedures
described in the CREST Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their
behalf. In order for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be
properly authenticated in accordance with CRESTCo's specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it relates to the
appointment of a proxy or to an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer's agent (ID RA10) by the latest time(s) for
receipt of proxy appointments specified in the notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the
15
message by the CREST Applications Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001. CREST members and, where applicable, their
CREST sponsors or voting service providers should note that CRESTCo does
not make available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s),
to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
3. A person entered on the register of members of the Company at close of
business on October 30, 2005 ("a member") is entitled to attend and vote at
the Separate General Meeting pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001. Any changes to the Register of
Members after such time and date shall be disregarded in determining the
rights of any person to attend and/or vote at the Separate General Meeting.
A quorum for the above meeting shall be persons holding or representing by
proxy not less than one-third of the issued Ordinary Shares (excluding for
these purposes any Ordinary Shares held in treasury).
16
DEFINITIONS
The following definitions shall apply to words and phrases used in this document
(except where the context requires otherwise and except in the Notices of
Extraordinary General Meeting and Separate General Meeting which contain
separate definitions).
ACT means the Companies Act 1985, as amended
ADRS means the American Depository Receipts of the Company
that trade on the New York Stock Exchange
ANNUAL GENERAL MEETING or AGM means the last annual general meeting of the Company
held on April 28, 2005, at 30 Finsbury Square, London
EC2A 1AG
ARTICLES or ARTICLES OF ASSOCIATION means the articles of association of the Company as
amended from time to time
BOARD means the Board of Directors of the Company from time to
time
CANCELLATION RESERVE means the reserve arising on the cancellation of the
issued Existing Ordinary Shares pursuant to the
Reduction
CHAIRMAN means the chairman of the Board, the chairman of the
EGM, or the chairman of the Separate General Meeting, as
the content may require
CLASS RESOLUTION means the extraordinary resolution to be proposed at the
Separate General Meeting as set out on page 15 of this
document
COMPANY or AMVESCAP means AMVESCAP PLC
COURT means the High Court of Justice in England and Wales
COURT ORDER means the order of the Court confirming the Reduction
CREST means the system for paperless settlement of trades in
securities and the holding of uncertified securities
operated by CRESTCo in accordance with the Uncertified
Securities Regulations 2001
CRESTCO means CRESTCo Limited, the operator of CREST
DIRECTORS means the members of the Board
EFFECTIVE DATE means the date on which the Redenomination becomes
effective
EGM RESOLUTION means the special resolution to be proposed at the EGM
as set out on pages 11 to 13 of this document
EXCHANGEABLE SHARES means the shares of AMVESCAP Inc., a Canadian
wholly-owned subsidiary of the Company, that are
exchangeable into Ordinary Shares of the Company
EXISTING ORDINARY SHARE(S) means the existing ordinary shares of 25p each in the
capital of the Company excluding, for the avoidance of
doubt, the Special Voting Share, and "EXISTING ORDINARY
SHAREHOLDER(S)" shall be construed accordingly
17
Extraordinary General Meeting
or EGM means the extraordinary general meeting of the Company
(or any adjournment thereof) convened by the Board to be
held at the offices of JPMorgan Cazenove, 20 Moorgate,
London EC2R 6DA at 9:00 a.m. on November 1, 2005
FTSE 100 INDEX means the index maintained by the FTSE Group of the 100
companies with the largest market capitalisation listed
in the U.K. from time to time
GROUP means the Company and its consolidated subsidiaries
LONDON STOCK EXCHANGE or LSE means London Stock Exchange plc
OFFICIAL LIST means the official list maintained by the UKLA
ORDINARY SHARE(S) means any ordinary shares from time to time in the
capital of the Company but excluding, for the avoidance
of doubt, the Special Voting Share, and "ORDINARY
SHAREHOLDER(S)" shall be construed accordingly
PREFERENCE SHARE(S) means the redeemable preference shares of L1 each
to be issued by the Company immediately prior to the
Reduction in order to comply with the minimum capital
requirements of the Companies Act 1985
REDENOMINATION means the proposed redenomination of the Company's
Existing Ordinary Shares into U.S.$ Shares
REDUCTION means the proposed reduction of capital of the Company
to be carried out in order to implement the
Redenomination, as described in this document
REGISTRARS means Capita Registrars Limited, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, registrars of
the Company
RESOLUTIONS means the EGM Resolution and the Class Resolution and
"Resolution" shall mean either one of them as the
context requires
SEPARATE GENERAL MEETING means the separate general meeting of Existing Ordinary
Shareholders convened for 9:05 a.m. on November 1, 2005
(or as soon thereafter as the EGM has been concluded or
adjourned), notice of which is set out immediately
following the notice of EGM in this document
SHAREHOLDER(S) means the holders of the Special Voting Share and the
Existing Ordinary Shares and/or U.S.$ Shares, as the
context requires
SHARE SCHEMES means the employee share schemes of the Company from
time to time
SPECIAL DIVIDEND means the special dividend of L50,000 that the
Board may decide to pay to the holders of the Preference
Shares
SPECIAL RESERVE means the reserve arising on the cancellation of the
Company's share premium account pursuant to the
Reduction
SPECIAL VOTING SHARE means the share of 25 pence in the capital of the
Company so designated in the Articles
18
STERLING means the lawful currency from time to time of the U.K.
U.K. means the United Kingdom of Great Britain and Northern
Ireland
UKLA or U.K. LISTING AUTHORITY means the Financial Services Authority, in its capacity
as the competent authority for the purposes of Part VI
of the Financial Services and Markets Act 2000
U.S. DOLLARS means the lawful currency from time to time of the
United States of America
U.S.$ SHARES means ordinary shares of 10 U.S. cents each in the
capital of the Company to be created pursuant to the
Redenomination
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
--------------------------
(Registrant)
Date: 11 April, 2006 By /s/ Michael S. Perman
---------------------- -----------------------
(Signature)
Michael S. Perman
Company Secretary