Northern Investors Company PLC.
Annual Financial Report 2012, Notice of 2012 AGM, Proposed changes to Articles of Association
28 MAY 2012
NORTHERN INVESTORS COMPANY PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS 2012; NOTICE OF 2012 ANNUAL GENERAL MEETING; PROPOSED CHANGES TO ARTICLES OF ASSOCIATION
Copies of Northern Investors Company PLC's annual report and financial statements for the year ended 31 March 2012 and a Circular to shareholders including the notice of the 2012 Annual General Meeting to be held on 6 July 2012 ("the Circular") have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
A copy of the annual report and financial statements is also available on the NVM Private Equity website at http://www.nvm.co.uk/nicar2012.
A resolution will be proposed at the 2012 Annual General Meeting to amend the Articles of Association. A summary of the proposed changes is set out in the Circular.
The articles of association provide for the creation of a capital reserve and set out how that reserve may be applied by the Directors. As currently drafted, article 122 prohibits the distribution of the Company's capital profits (otherwise than by way of redemption or purchase of the Company's own shares). This prohibition mirrored requirements in the Companies Act 2006 and the Corporation Tax Act 2010, which have since been relaxed.
While the prohibition has been removed from the Companies Act 2006 and the Corporation Tax Act 2010, the Company is restricted from making such distributions until the prohibition is also removed from its articles. The proposed new articles of association remove the prohibition on the Company from distributing its capital profits.
A copy of the proposed revised Articles of Association has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and is also available on the NVM Private Equity website at www.nvm.co.uk/nicagm2012.
Alastair Conn/Christopher Mellor, NVM Private Equity Limited - 0191 244 6000
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Northern Investors Co PLC via Thomson Reuters ONE