BB90 Comw.bk.a.25

TIDMBB90

RNS Number : 7863Y

Lewis(John) PLC

03 December 2014

John Lewis plc

(the "Company")

General Meeting

3 December 2014

The Board of the Company announced today that it has convened a General Meeting to be held at Partnership House, Carlisle Place, London SW1P 1BX at 09:00 on 19 December 2014.

The purpose of the General Meeting is to approve certain minor, technical amendments to the Company's articles of association that are required to facilitate the mechanics of holding and trading in the units (i) in the Company's 5 per cent First Cumulative Preference Stock and (ii) in the Company's 7 per cent Cumulative Preference Stock (together, the "Preference Shares") in order to comply with the Company's legal obligations under the EU Regulation on Central Securities Depositories (the "CSD Regulation"). Additionally, the proposed new articles of association make provision for the use of electronic communications with Shareholders.

Under Article 3(2) of the CSD Regulation, with effect from 1 January 2015, where transactions in transferable securities take place on a trading venue (which for these purposes includes the London Stock Exchange), the relevant securities should be recorded in "book entry form" (i.e. in dematerialised form) in a Central Securities Depository on or before the intended settlement date (unless already so recorded). This requirement will apply to the Preference Shares, which are currently admitted to the standard segment of the Official List maintained by the Financial Conduct Authority and admitted to trading on the London Stock Exchange's regulated market for listed securities.

Additionally, the Board believes that adopting the measures necessary to accommodate settlement and holding of the Preference Shares in dematerialised form may be of assistance in establishing a matching facility to facilitate liquidity in the Preference Shares in future. Should the Board take steps to establish such a facility, an announcement will be made at that time.

A circular to shareholders containing a notice of General Meeting has today been sent to those shareholders who are entitled to receive notice of a General Meeting of the Company. Under the Company's articles of association, each member of the Company has one vote on a show of hands. On a vote on a poll:

   --      each Ordinary Shareholder has one vote for every Ordinary Share held on a vote on a poll. 

-- each Preference Shareholder shall have one vote for every ten Preference Shares held by such member except in certain specified circumstances, including where the interests or rights and privileges of the Preference Shareholders are affected in any manner (in which case Preference Shareholder will have one vote for every Preference Share held in a vote on a poll).

The Board has concluded that the matters being voted on do not directly affect the interests, rights or privileges of the Preference Shareholders as a class since the purpose of the amendments to the Articles is simply to facilitate the mechanics of holding and trading in the Preference Shares in order to comply with the Company's legal obligations under the CSD Regulation. Accordingly, on a vote on a poll, Preference Shareholders will have one vote on the Resolution for every ten Preference Shares held and on a vote on a show of hands, each Preference Shareholder will have one vote as a Member of the Company.

A copy of the full terms of the proposed amendments to the Company's articles of association will be available for inspection at the registered office of the Company during usual business hours on any weekday (excluding Saturdays, Sundays and public holidays) up to and including 19 December 2014 and at Partnership House, Carlisle Place, London SW1P 1BX during the General Meeting and for at least 15 minutes before its start.

Subject to the requisite majority of Shareholders voting in favour of the resolution to be proposed at the General Meeting, it is expected that the new articles of association will be adopted with effect from 19 December 2014.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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