Additional information for Shareholders
The following provides the additional information required for Shareholders as a result of the implementation of the Takeovers Directive into UK Law.
Share capital
At 31st December 2012, LSL’s issued share capital comprised 104,158,950 0.2p Ordinary Shares. The authorised share capital is 500,000,000 Ordinary
Shares of 0.2p each.
ordinary Shares
On a show of hands at a general meeting of LSL every holder of Ordinary Shares present in person and entitled to vote shall have one vote and on
a poll, every member present in person or by proxy and entitled to vote shall have one vote for every Ordinary Share held. The notice of the AGM
which accompanies this Report specifies deadlines for appointing a proxy in relation to resolutions to be passed at a general meeting. Where the
Governance
Directors’ Report and Business Review
Chairman of the AGM is appointed as proxy, such proxy votes are counted and the numbers for, against or withheld in relation to each resolution are
announced at the AGM and published on LSL’s website after the meeting (www.lslps.co.uk).
There are no restrictions on the transfer of Ordinary Shares other than:
• certain restrictions which may from time to time apply under applicable laws and regulations (for example, insider trading laws and market
requirements relating to close periods) and;
• pursuant to the Listing Rules of the FSA whereby certain employees of LSL require the approval of LSL to deal in LSL’s securities.
LSL’s Articles of Association may only be amended by way of a special resolution at a general meeting of the Shareholders.
LSL has the authority under section 701 of the Companies Act to make market purchases of the Ordinary Shares on such terms and in such manner
that the Directors determine. The maximum shares to buy back is capped at 10% of the Ordinary Share capital of LSL being 10,415,895 Ordinary Shares.
company Share Schemes
The Trust holds 1.20% (2011: 1.21%) of the issued share capital of LSL in trust for the benefit of employees of the Group and their dependents.
The voting rights in relation to these shares are exercised by the Trustees.
Substantial Shareholdings
These details are set out at page 32 of this Report.
Significant Agreements – change of control
Subsidiaries of LSL are party to agreements which take effect, alter or terminate upon a change of control of the subsidiary company following a
takeover bid. The majority of the income derived through the provision of Surveying and Valuation Services and the Asset Management income
streams are driven by specific contracts. Any termination of such contracts on the change of control of the relevant subsidiary company will have a
significant impact on the revenue of those income streams.
The Group is party to a number of banking agreements which upon a change of control of the Group are terminable by the bank and all outstanding
amounts become immediately due and payable.
compensation for Loss of office – change of control
There are no agreements between LSL and its Directors or employees providing for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
Post Balance Sheet Event
There are no post balance sheet events to report.
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