Business
Resolutions of United Utilities at general meeting
Resolutions of United Utilities at general meeting.
About this update from United Utilities Group Plc
[{"type":"text","content":"\n \n RESOLUTIONS \n\n of \n\n UNITED UTILITIES PLC \n\n (the \"Company\") \n\n (passed 1 July 2008) \n\nAt a Court Meeting of the Company duly convened and held on 1 July 2008, the\nfollowing resolution was duly passed.\n\nTHAT the Scheme of Arrangement pursuant to sections 895 to 899 of the Companies\nAct 2006 dated 6 June 2008 proposed to be made between United Utilities PLC and\nthe holders of the Scheme Shares (as defined in the Scheme of Arrangement), a\ncopy of which has been signed by the Chairman for identification, is approved\nwithout modification.\n\nAt a General Meeting of the Company duly convened and held on 1 July 2008, the\nfollowing resolution was duly passed as a special resolution.\n\nTHAT:\n\n(A) the directors of the Company be and are hereby authorised to take all such\naction as they may consider necessary or appropriate for carrying into effect\nthe scheme of arrangement dated 6 June 2008 in its original form or with or\nsubject to any modification, addition or condition approved or imposed by the\nCourt (the \"Scheme\") proposed to be made between the Company and the Scheme\nShareholders (as defined in the Scheme);\n\n(B) for the purpose of giving effect to the Scheme:\n\n(i) the share capital of the Company be reduced by cancelling and extinguishing\nthe Scheme Shares (as defined in the Scheme);\n\n(ii) forthwith and contingently upon such reduction of capital taking effect:\n\n(a) the authorised share capital of the Company be increased to its former\namount by the creation of such number of New United Utilities Shares (as\ndefined in the Scheme) as shall be equal to the aggregate nominal amount of the\nScheme Shares cancelled pursuant to paragraph (B)(i) of this resolution; and\n\n(b) the Company shall apply the credit arising in its books of account as a\nresult of such reduction of capital in paying up in full, at par, the number of\nNew United Utilities Shares created pursuant to paragraph (B)(ii)(a) of this\nresolution which shall be allotted and issued, credited as fully paid, to\nUnited Utilities Group PLC and/or its nominee(s); and\n\n(c) the directors of the Company be and they are hereby generally and\nunconditionally authorised, for the purposes of section 80 of the Companies Act\n1985, to allot the New United Utilities Shares referred to in paragraph (B)(ii)\n(a) and (b) of this resolution ...