TIDMWTS
RNS Number : 9176K
World Trade Systems PLC
12 July 2017
DATED 2017
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WORLD TRADE SYSTEMS PLC
(company number 1698076)
----------------------------
ARTICLES OF ASSOCIATION
adopted on 29(th) June 2017
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CONTENTS
1. EXCLUSION OF STATUTORY
REGULATIONS..............................................................................
1
2. DEFINITIONS AND
INTERPRETATION.........................................................................................
1
3.
OBJECTS..................................................................................................................................
4
4. LIABILITY OF
MEMBERS...........................................................................................................
4
5. SHARE
CAPITAL........................................................................................................................
4
6. CLASSES OF
SHARES..............................................................................................................
6
7. ALTERATION OF SHARE
CAPITAL.............................................................................................
7
8. DISCLOSURE OF
INTERESTS....................................................................................................
8
9. UNCERTIFICATED
SHARES.......................................................................................................
9
10. SHARE
CERTIFICATES...........................................................................................................
10
11. LIEN ON
SHARES..................................................................................................................
11
12. CALLS ON
SHARES...............................................................................................................
11
13. FORFEITURE OF
SHARES.....................................................................................................
12
14. TRANSFER OF
SHARES........................................................................................................
14
15. TRANSMISSION OF
SHARES.................................................................................................
15
16. GENERAL
MEETINGS............................................................................................................
16
17. NOTICE OF GENERAL
MEETINGS..........................................................................................
16
18. PROCEEDINGS AT GENERAL
MEETINGS...............................................................................
17
19. VOTING AT GENERAL
MEETINGS..........................................................................................
19
20. VOTES OF
MEMBERS...........................................................................................................
20
21.
PROXIES................................................................................................................................
21
22.
DIRECTORS...........................................................................................................................
24
23. REMUNERATION, EXPENSES AND
PENSIONS.......................................................................
24
24. APPOINTMENT, RETIREMENT AND REMOVAL OF
DIRECTORS.............................................. 24
25. EXECUTIVE
DIRECTORS........................................................................................................
26
26. ALTERNATE
DIRECTORS.......................................................................................................
26
27. PROCEEDINGS OF
DIRECTORS.............................................................................................
27
28.
MINUTES...............................................................................................................................
29
29. GENERAL POWERS OF THE
BOARD.....................................................................................
29
30. BORROWING
POWERS.........................................................................................................
30
31. DELEGATION OF BOARD'S
POWERS.....................................................................................
34
32. DIRECTORS'
INTERESTS........................................................................................................
35
33. AUTHORISATION OF DIRECTOR'S CONFLICT OF
INTEREST.................................................... 37
34.
SECRETARY..........................................................................................................................
38
35. AUTHENTICATION OF
DOCUMENTS.......................................................................................
38
36.
DIVIDS............................................................................................................................
38
37. RESERVES AND
CAPITALISATION.........................................................................................
42
38. RECORD
DATES....................................................................................................................
43
39.
ACCOUNTS............................................................................................................................
43
40.
NOTICES................................................................................................................................
44
41. DESTRUCTION OF
DOCUMENTS............................................................................................
47
42. UNTRACED
MEMBERS..........................................................................................................
47
43. WINDING
UP..........................................................................................................................
49
44. INDEMNITY, PROVISION OF FUNDS AND
INSURANCE............................................................
49
45. COMPANY
SEAL....................................................................................................................
50
Company number: 1698076
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
WORLD TRADE SYSTEMS PLC
(adopted by special resolution passed on 29th June 2017)
1. Exclusion of statutory regulations
No regulations set out in any statute (including any schedule to
any statute) or in any subordinate legislation shall apply as
regulations or articles of association of the Company.
2. Definitions and interpretation
2.1 In these Articles the following definitions will apply:
Act
the Companies Act 2006;
address
in relation to Electronic Communications, includes any number or
address used for the purposes of Electronic Communications
(including in the case of an Uncertificated Proxy Instruction (as
defined in article 21.4.1) an identification number of a
participant in the Relevant System concerned);
Appropriate Rate
has the meaning attributed to it in section 592 of the Act;
Auditors
the auditors for the time being of the Company;
Board
the Directors or any of them acting as the board of Directors of
the Company;
Certificated Share
a share in the capital of the Company that is not an
Uncertificated Share;
Clear Days
in relation to the sending of a notice, the period excluding the
day on which the notice is sent or deemed to be sent and the day
for which it is sent or on which it is to take effect;
Deferred Shares
the deferred shares of 49 pence each in the capital of the
Company having the rights and being subject to the restrictions set
out in these Articles;
Director
a duly appointed director of the Company for the time being;
dividend
dividend or bonus;
Electronic Communication;
has the meaning give in the Electronic Communications Act
2000;
electronic form;
has the meaning given in the Act;
electronic means;
has the meaning given in the Act;
Group
the Company and any subsidiary of the Company for the time
being, and Group Company shall mean any such company;
holder
in relation to any share, the Member whose name is entered in
the Register as the holder of that share;
Member or Shareholder
a holder for the time being of a Share;
month
a calendar month;
Office
the registered office for the time being of the Company;
Ordinary Shares
the ordinary shares of 1 pence each in the capital of the
Company having the rights and being subject to the restrictions set
out in these Articles;
paid up
paid up or credited as paid up;
Recognised Clearing House
has the meaning given in the Financial Services and Markets Act
2000;
Recognised Investment Exchange
has the meaning given in the Financial Services and Markets Act
2000;
Register
in relation to a Certificated Share or the holder of such a
Certificated Share, the register of Members to be kept pursuant to
the Act and in relation to an Uncertificated Share or the holder of
such an Uncertificated Share, the register of Members kept by the
operator of the Relevant System through which title to that share
is evidenced and transferred, and registered shall be construed
accordingly;
Regulations
the Uncertificated Securities Regulations 2001;
Regulatory Requirements
the requirements (as applicable in the circumstances) for the
time being of the City Code on Takeovers and Mergers, the UKLA, the
London Stock Exchange plc and/or any other stock exchange (and any
supervising regulatory body of such stock exchange) on which
securities of the Company are traded from time to time, including
the Listing Rules of the UKLA and the Admission and Disclosure
Standards of the London Stock Exchange plc all as published by the
London Stock Exchange plc (as appropriate from time to time);
Relevant System
has the meaning give in the Regulations;
Reserved Matters
those matters identified from time to time by the Board pursuant
to article 31.1;
Secretary
the secretary of the Company, including (subject to the
Statutes) an assistant or deputy secretary, and any person
appointed by the Board to perform any of the duties of the
secretary;
share
any share in the capital of the Company;
Statutes
the Act and every other statute (including any orders,
regulations or other subordinate legislation made under them) for
the time being in force concerning companies and affecting the
Company, and every statutory modification or re-enactment of the
same for the time being in force;
UKLA
the United Kingdom Listing Authority being the Financial Conduct
Authority (or any other body from time to time) acting as the
competent authority for the purposes of the Financial Services and
Markets Act 2000;
Uncertificated Share
a share in the capital of the Company which is recorded on the
Register as being held in uncertificated form and title to which
may be transferred by means of a Relevant System;
United Kingdom
Great Britain and Northern Ireland; and
working day
has the meaning given in section 1173 of the Act.
2.2 These Articles shall constitute all the articles of association of the Company.
2.3 In these Articles a reference to:
2.3.1 a statutory provision includes a reference to the
statutory provision as replaced, modified or re-enacted from time
to time before or after the date of adoption of these Articles and
any subordinate legislation made under the statutory provision
before or after that date;
2.3.2 a "subsidiary" shall include a reference to a "subsidiary"
and a "subsidiary undertaking" (each as defined in the Act) and a
reference to a "holding company" shall include a reference to a
"holding company" and a "parent undertaking" (each as defined in
the Act);
2.3.3 a person includes a reference to an individual, body
corporate, association, government, state, agency of state or any
undertaking (whether or not having a legal personality and
irrespective of the jurisdiction in or under the law of which it
was incorporated or exists);
2.3.4 "these Articles" is to these articles of association and a
reference to an article is to an article of these Articles, in each
case as amended from time to time in accordance with the terms of
these Articles and the Act;
2.3.5 "writing" shall include any mode of reproducing words in a
legible and non--transitory form; and
2.3.6 any agreement or document is to that agreement or document
as in force for the time being and as amended from time to time in
accordance with the terms of that agreement or document or with the
agreement of all the relevant parties.
2.4 The contents table and headings in these Articles are for
convenience only and do not affect the interpretation or
construction of these Articles.
2.5 Words importing the singular include the plural and vice
versa and words importing a gender include every gender.
2.6 The words "other", "include", "including" and "in
particular" do not limit the generality of any preceding words and
any words which follow them shall not be construed as being limited
in scope to the same class as the preceding words where a wider
construction is possible.
2.7 These Articles shall be binding on and shall survive for the benefit of the personal representatives and successors-in-title of each Member.
2.8 Subject to article 2.1 and unless the context otherwise
requires, all words and expressions which are defined in the Act
shall have the same meanings in these Articles.
2.9 In these Articles:
2.9.1 powers of delegation shall not be restrictively construed
but shall be given the widest interpretation;
2.9.2 the word Board in the context of the exercise of any power
contained in these Articles includes any committee consisting of
one or more Directors, any Director holding executive office and
any local or divisional board, manager or agent of the Company to
which or, as the case may be, to whom the power in question has
been delegated;
2.9.3 no power of delegation shall be limited by the existence
or, except where expressly provided by the terms of delegation, the
exercise of that or any other power of delegation; and
2.9.4 except where expressly provided by the terms of
delegation, the delegation of a power shall not exclude the
concurrent exercise of that power by any other body or person who
is for the time being authorised to exercise it under these
Articles or under another delegation of power.
3. OBJECTS
Nothing in these Articles shall constitute a restriction on the
objects of the Company to do (or omit to do) any act, in accordance
with section 31(1) of the Act, the Company's objects are
unrestricted.
4. Liability of Members
The liability of the Members is limited to the amount, if any,
unpaid on the shares held by them.
5. Share capital
5.1 Allotment of shares
5.1.1 Subject to the Statutes, these Articles and any relevant
authority of the Company in general meeting required by the Act,
the Directors may allot (with or without conferring a right of
renunciation), grant options over, offer or otherwise deal with or
dispose of shares to or in favour of such persons, on such terms
and conditions, at such price and at such times as the Directors
may in their absolute discretion think fit.
5.1.2 The Board may at any time after the allotment of a share
but before a person has been entered in the Register as the holder
of the share recognise a renunciation of the share by the allottee
in favour of another person and may grant to an allottee a right to
effect a renunciation on such terms and conditions as the Board
thinks fit.
5.2 Shares with special rights
Subject to the provisions of the Statutes and to any rights
attached to existing shares or class of shares, any share may be
issued with, or have attached to it, such rights and restrictions
as the Company may by ordinary resolution determine.
5.3 The Deferred Shares shall not entitle the holder thereof to
payment of any dividend or other distribution or to receive notice
of or attend or vote at any meeting of the Company or on a return
of capital (in a winding up or otherwise) to the repayment of the
amount paid up on such Deferred Shares until after repayment of the
capital paid up on the Ordinary Shares together with payment of
GBP1,000,000 on each Ordinary Share and the Deferred Shares shall
not be capable of transfer at any time hereafter other than with
the consent of the Directors of the Company.
5.4 The rights attaching to the Deferred Shares shall not be
varied, abrogated or altered by the issue of any shares ranking in
priority thereto, by the redemption, or purchase of any shares
other than the Deferred Shares or by the cancellation of the
Deferred Shares without any payment to the holders thereof, and
accordingly no consent thereto or sanction thereof by the holders
of the Deferred Shares, or any of them, shall be required.
5.5 The Directors be irrevocably authorised to appoint at any
time hereafter any person to execute on behalf of the holders of
the Deferred Shares a transfer thereof to such person as the
Director may determine as custodian hereof and/or to agree to the
purchase thereof by the Company (in accordance with the Companies
Act 2006) for not more than 1p in aggregate for all the holder or
holders of the relevant Deferred Shares and to do all things
necessary or desirable to give effect to such purchase.
5.6 Redeemable shares
Subject to the provisions of the Statutes and to any rights
attached to existing shares, any shares may be issued on terms that
they are, or at the option of the Company or the holder are, liable
to be redeemed on such terms and conditions and in such manner as
may be determined by the Directors.
5.7 Share warrants to bearer
5.7.1 The Company may issue share warrants in respect of any
fully paid shares stating that the bearer of the warrant is
entitled to the shares specified in it and may provide (by coupons
or otherwise) for the payment of future dividends on the shares
included in a share warrant. Any share while represented by such a
warrant shall be transferable by delivery of the warrant relating
to it.
5.7.2 The Board may determine, and from time to time vary, the
conditions on which share warrants to bearer shall be issued
including the conditions on which:
(a) a new warrant or coupon shall be issued in place of one
worn-out, defaced, lost or destroyed (but no new warrant shall be
issued unless the Company is satisfied beyond reasonable doubt that
the original has been destroyed);
(b) the bearer shall be entitled to receive notice of, and
attend and vote at, general meetings;
(c) dividends or other moneys shall be paid; and
(d) a warrant may be surrendered and the name of the bearer
entered in the Register in respect of the shares specified in the
warrant.
5.7.3 The bearer of such a warrant shall be subject to the
conditions for the time being in force in relation to the warrant,
whether made before or after the issue of the warrant. Subject to
those conditions and to the provisions of the Statutes, the bearer
shall be deemed to be a Member and shall have the same rights and
privileges as he would have if his name had been included in the
Register as the holder of the shares comprised in the warrant.
5.7.4 The Company shall not be bound by or be compelled in any
way to recognise any right in respect of the share represented by a
share warrant other than the bearer's absolute right to the
warrant.
5.8 Power to pay commission and brokerage
5.8.1 In addition to all other powers of paying commissions, the
Company may exercise the powers conferred by the Statutes of paying
commissions to any person in consideration of his subscribing or
agreeing to subscribe for any shares or procuring or agreeing to
procure subscriptions for any shares.
5.8.2 Subject to the provisions of the Statutes, such commission
may be satisfied by payment of cash or (with the sanction of an
ordinary resolution of the Company) the allotment of fully or
partly paid shares or partly in one way and partly in the
other.
5.8.3 The Company may also on any issue of shares pay such brokerage as may be lawful.
5.9 Trusts not recognised
Except as required by law or these Articles, no person shall be
recognised by the Company as holding any share upon any trust and
the Company shall not be bound by or required to recognise (even
when having notice of it) any interest in or in respect of any
share, except the holder's absolute right to the entirety of the
share.
6. Classes of shares
6.1 Variation of rights
6.2 Subject to the provisions of the Statutes if at any time the
capital of the Company is divided into different classes of shares,
all or any of the rights or privileges attached to any class may be
varied or abrogated:
6.2.1 in such manner (if any) as may be provided by such rights; or
6.2.2 in the absence of any such provision, either:
(a) with the consent in writing of the holders of at least 75%
of the nominal amount of the shares of that class; or
(b) with the sanction of a special resolution passed at a
separate meeting (convened and conducted pursuant to the provisions
of article 6.3) of the holders of the shares of that class, but not
otherwise.
6.3 Class meetings
The provisions of these Articles relating to general meetings of
the Company or to the proceedings at general meetings shall apply,
mutatis mutandis, to every meeting of the holders of any class of
shares, except that:
6.3.1 no Member shall be entitled to notice of, or to attend at,
such class meeting unless he is a holder of shares of the relevant
class;
6.3.2 no vote shall be given except in respect of a share of the relevant class;
6.3.3 the quorum at any such meeting (other than an adjourned
meeting) shall be two persons holding or representing by proxy at
least one-third in nominal amount of the issued shares of the
class;
6.3.4 at an adjourned meeting the quorum shall be one person
holding shares of the class or his proxy;
6.3.5 every holder of shares of the class shall, on a poll, have
one vote in respect of every share of the class held by him;
and
6.3.6 a poll may be demanded by any one holder of shares of the
class, present either in person, by proxy or by a duly appointed
corporate representative and, on a poll, each Member has one vote
for every share of the relevant class of which he is the
holder.
6.4 Deemed variation
Unless otherwise expressly provided by the rights attached to
any class of shares, those rights shall not be deemed to be varied
or abrogated by the creation or issue of further shares ranking
pari passu with or subsequent to them or by the purchase or
redemption by the Company of any of its own shares or by a
reduction of capital paid up on the shares of any class.
7. Alteration of share capital
7.1 Fractions
7.1.1 Subject to any direction by the Company in general
meeting, whenever as a result of any consolidation and division or
sub-division of shares a Member is entitled to a fraction of a
share, the Directors may deal with such fractions as they shall
determine and, in particular, may:
(a) sell the shares representing the fractions for the best
price reasonably obtainable to any person (including, subject to
the Statutes, the Company) and pay and distribute to and amongst
the Members entitled to such shares in due proportions the net
proceeds of the sale except that where a Member is entitled to net
proceeds of sale of less than GBP3 (or such other amount as the
Board, having regard to any relevant requirement of the London
Stock Exchange may determine), such proceeds will not be
distributed but will be retained for the benefit of the Company;
or
(b) subject to the Statutes, issue to a Member credited as fully
paid by way of capitalisation the minimum number of shares required
to round up his holding of shares to a number which, following
consolidation and division or sub-division, leaves a whole number
of shares (such issue being deemed to have been effected
immediately before consolidation or sub-division, as the case may
be).
7.1.2 For the purpose of giving effect to a sale pursuant to
article 7.1.1(a), the Directors may:
(a) if the share is a Certificated Share, authorise any person
to execute an instrument of transfer in respect of the share to, or
in accordance with the directions of, the buyer; or
(b) if the share is an Uncertificated Share, exercise any of the
Company's powers under article 9.5 to effect the sale of the share
to, or in accordance with the directions of, the buyer.
7.1.3 For the purposes of article 7.1.1(b) the amount required
to pay up the shares representing the fractions may be capitalised
as the Board thinks fit out of amounts standing to the credit of
reserves (including a share premium account, capital redemption
reserve and profit and loss account), whether or not available for
distribution, and applied in paying up in full the appropriate
number of shares. A resolution of the Board capitalising part of
the reserves for this purpose has the same effect as if the
capitalisation had been declared by ordinary resolution of the
Company pursuant to article 37. In relation to the capitalisation
the Board may exercise all the powers conferred on it by article 37
without an ordinary resolution of the Company.
7.2 Reduction of capital
The Company may from time to time by special resolution reduce
its share capital, any capital redemption reserve and any share
premium account in any manner authorised by the Statutes and the
rights attached to existing shares.
7.3 Cancellation of capital
The Company may by ordinary resolution cancel any shares which
at the date of the passing of the resolution have not been taken or
agreed to be taken by any person and diminish the amount of its
share capital by the nominal value of the shares so cancelled.
7.4 Purchase of own shares
The Company may purchase its own shares (including any
redeemable shares) in accordance with the Statutes.
8. Disclosure of interests
8.1 Section 793 notice
If a holder of, or any other person appearing to be interested
in, any shares has been issued with a notice by the Company
pursuant to section 793 of the Act (a Section 793 Notice) and has
failed in relation to any shares (the Default Shares) to comply
with the Section 793 Notice within 14 days from the service of the
notice, the restrictions set out in article 8.2 shall apply.
8.2 Restrictions
The restrictions referred to in article 8.1 are as follows:
8.2.1 the holder of the Default Shares shall not be entitled in
respect of the Default Shares to be present or to vote (either in
person or by proxy) at any general meeting of the Company or at any
separate meeting of the holders of any class of shares;
8.2.2 if the Default Shares represent 0.25% or more in nominal
value of the issued shares of their class, the holder of the
Default Shares shall not be entitled in respect of the Default
Shares:
(a) to receive any dividend or other distribution; or
(b) other than an Exempt Transfer (as defined in article 8.3
below) to transfer or agree to transfer any of the Default Shares;
and
8.2.3 any Uncertificated Shares held by such holder will be
converted immediately into Certificated Shares (and the Board shall
be entitled to direct the operator of any Relevant System
applicable to those shares to effect that conversion immediately)
and that holder shall not after that be entitled to convert such
shares into Uncertificated Shares (except with the authority of the
Board) unless:
(a) the holder is not himself in default as regards supplying the information required; and
(b) the shares which the holder wishes to convert are part only
of his shareholding and he has issued a certificate, in a form
satisfactory to the Board, to the effect that after due and careful
enquiry he is satisfied that none of the shares he is proposing to
convert into uncertificated form are Default Shares.
8.3 Exempt transfer
For the purposes of this article 8 an Exempt Transfer in
relation to any shares means a transfer pursuant to:
8.3.1 a sale on a Recognised Investment Exchange or any other
stock exchange outside the United Kingdom on which the Company's
shares are normally traded;
8.3.2 a sale of the whole beneficial interest in the shares to a
person whom the Board is satisfied is unconnected with the existing
holder or with any other person appearing to be interested in the
shares; or
8.3.3 a sale by way of or pursuant to acceptance of a takeover
offer (as defined in section 974 of the Act).
8.4 Removal of restrictions
The restrictions referred to in article 8.2 shall cease:
8.4.1 if they are waived, in whole or in part, by the Board;
8.4.2 if the Default Shares are transferred by means of an
Exempt Transfer (but only in respect of the shares transferred);
or
8.4.3 at the end of the period of 7 days (or such shorter period
as the Board may determine) following due compliance with the
Section 793 Notice to the satisfaction of the Board,
save that the Company shall not have any liability to pay
interest in respect of any dividend or other distribution which has
been withheld pursuant to article 8.2.2(a).
8.5 Interested persons
8.5.1 If a Section 793 Notice is given to a person, other than
the holder, appearing to be interested in any shares, a copy shall
at the same time be given to the holder, but the accidental
omission to do so or the non-receipt of the copy by the holder
shall not invalidate or otherwise affect the operation of this
article 8.
8.5.2 A person shall be treated as appearing to be interested in
any share if the Company has given to the holder of the share a
Section 793 Notice and:
(a) the holder has named the person as being interested in the share; or
(b) after taking into account any response to a Section 793
Notice and any other relevant information, the Company knows or has
reasonable cause to believe that the person in question is, or may
be, interested in the share.
8.5.3 For the purpose of this article 8, interested shall be
construed as it is for the purpose of section 793 of the Act.
8.6 Entitlement to withheld distributions
If any dividend or other distribution is withheld under article
8.2.2(a), the Member shall be entitled to receive it (without
interest) as soon as practicable after the restriction ceases to
apply.
8.7 Restrictions apply to new shares
Any new shares issued in respect of any shares subject to
restrictions under article 8.2 shall also be subject to the same
restrictions. The Board may make any right to an allotment of the
new shares subject to restrictions corresponding to those which
will apply to those shares when such shares are issued.
9. Uncertificated Shares
9.1 Uncertificated Shares
Pursuant to and subject to the Regulations, the Board may permit
shares of any class to be held in uncertificated form and to be
transferred or otherwise dealt with by means of a Relevant System
and may revoke any such permission.
9.2 Disapplication of inconsistent articles
Any provisions of these Articles shall not apply to any shares
for the time being held in uncertificated form to the extent that
the provisions are inconsistent with:
9.2.1 the holding of shares in uncertificated form;
9.2.2 the transfer of title to shares by means of a Relevant System; or
9.2.3 the Regulations.
9.3 General powers
9.3.1 The Board may make such arrangements or regulations (if
any) as it may from time to time in its absolute discretion think
fit in relation to the evidencing, issue and transfer of
Uncertificated Shares and otherwise for the purpose of implementing
and/or supplementing the provisions of this article 9 and the
Regulations and the facilities and requirements of the Relevant
System, and such arrangements and regulations shall have the same
effect as if set out in this article 9.
9.3.2 The Company may use the Relevant System in which any of
its shares are held to the fullest extent available from time to
time in the exercise of any of its powers or functions under the
Statutes or these Articles or otherwise in effecting any
actions.
9.3.3 For the purpose of effecting any action by the Company,
the Board may determine that Uncertificated Shares held by a person
shall be treated as a separate holding from Certificated Shares
held by that person.
9.4 Not separate class
Shares in a particular class shall not form a separate class of
shares from other shares in that class because they are held in
uncertificated form.
9.5 Power of sale, etc
Where the Company is entitled under any provision of the
Regulations, the Statutes or these Articles to forfeit, accept the
surrender of, enforce a lien over, sell, transfer or otherwise
dispose of any Uncertificated Share, such entitlement (to the
extent permitted by the Regulations and other Statutes and the
facilities and requirements of the Relevant System) shall include
the right:
9.5.1 to require the holder of that Uncertificated Share, by
notice in writing, to change that share into a Certificated Share
within the period specified in the notice and to hold that share in
certificated form so long as required by the Company;
9.5.2 to require the holder of that Uncertificated Share, by
notice in writing, to give any instructions necessary to transfer
title to that share by means of the Relevant System within the
period specified in the notice;
9.5.3 to require the holder of that Uncertificated Share, by
notice in writing, to appoint any person to take any step,
including the giving of any instruction by means of the Relevant
System, necessary to transfer that share within the period
specified in the notice; and
9.5.4 to take any other action that the Board considers
appropriate to achieve the sale, transfer, disposal, forfeiture,
re-allotment or surrender of that share or to enforce a lien in
respect of that share.
10. Share certificates
10.1 Entitlement to certificate
On becoming the holder of any Certificated Share, every Member
(except a financial institution as defined in section 778(2) of the
Act) shall be entitled, without payment, to receive one certificate
for all the Certificated Shares of each class held by him. Shares
of different classes shall not be included in the same certificate.
If the Member transfers part of the shares represented by a
certificate, or elects to hold part in uncertificated form, he
shall be entitled, without payment, to receive a new certificate
for the balance of those shares.
10.2 Form of certificate
10.2.1 Every share certificate shall:
(a) be issued under the common seal of the Company (by affixing
that seal to or printing that seal or a representation of it on the
certificate); or
(b) be signed by at least one Director and the Secretary or by
at least two Directors or by at least one Director signing in the
presence of a witness who attests that signature (which, in any
case, may include any signature applied mechanically or
electronically)
or be issued in such other manner as the Board may approve from
time to time.
10.2.2 Every share certificate shall specify the number, class
and distinguishing numbers (if any) of the shares to which it
relates and the amount or respective amounts paid up on the
shares.
10.3 Joint holders
In the case of joint holders, the Company shall not be bound to
issue more than one certificate for all shares in any particular
class registered in their joint names, and delivery of a
certificate to any one of the joint holders shall be sufficient
delivery to all.
10.4 Replacement certificates
If a share certificate is damaged, defaced or worn-out or
alleged to have been lost, stolen or destroyed, a new certificate
representing the same shares may be issued on compliance with such
conditions as to evidence, indemnity and security for such
indemnity and on the payment of any exceptional out-of-pocket
expenses of the Company in connection with the request as the Board
may think fit and, in the case of defacement or wearing out, on
delivery up of the old certificate.
11. Lien on shares
11.1 Lien on partly paid shares
The Company shall have a first and paramount lien on every share
which is not fully paid, for all amounts payable (whether or not
due) in respect of that share. The lien shall extend to every
amount (including dividends) payable in respect of that share. The
Board may waive any lien which has arisen and may declare any share
to be wholly or partly exempt from this article 11.
11.2 Enforcement of lien
The Company may sell any share subject to a lien in such manner
as the Board may decide if an amount in respect of which the lien
exists is due and is not paid within 14 days after a notice has
been given to the holder of the share, or any person entitled to it
by transmission, demanding payment of that amount and stating that
the share may be sold if the notice is not complied with.
11.3 Giving effect to sale
To give effect to a sale under article 11.2, the Board may:
11.3.1 if the share is a Certificated Share, authorise any
person to execute an instrument of transfer in respect of the share
to, or in accordance with the directions of, the buyer; or
11.3.2 if the share is an Uncertificated Share, exercise any of
the Company's powers under article 9.5 to effect the sale of the
share to, or in accordance with the directions of, the buyer.
The buyer shall not be bound to see to the application of the
purchase money nor shall his title be affected by any irregularity
in, or invalidity of, the proceedings relating to the sale.
11.4 Application of sale proceeds
The net proceeds of any sale of a share pursuant to this article
11, after payment of costs, shall be applied in or towards
satisfaction of the amount due and any residue shall (subject to a
like lien for any amounts not presently due as existed on the share
before the sale and, if the share is a Certificated Share, upon the
surrender of the share certificate) be paid to the holder or person
entitled by transmission to the share immediately before the
sale.
12. Calls on shares
12.1 Power to make calls
Subject to the terms of allotment, the Board may make calls on
the Members in respect of any amounts unpaid on their shares
(whether in respect of nominal amount or premium) and each Member
shall (subject to receiving at least 14 Clear Days' notice
specifying when and where payment is to be made) pay to the Company
the amount called on his shares as required by the notice. A call
may be revoked or postponed in whole or in part as the Board may
decide. A call may be made payable in one sum or by
instalments.
12.2 Time when call made
A call shall be deemed to be made at the time when the
resolution of the Board authorising that call is passed.
12.3 Transfer
A person on whom a call is made shall remain liable for it
notwithstanding the subsequent transfer of the share in respect of
which the call is made.
12.4 Joint holders
The joint holders of a share shall be jointly and severally
liable for the payment of all calls in respect of that share.
12.5 Interest on calls
If a call is not paid in full on or before the due date for
payment, the person from whom it is due shall pay interest on the
amount unpaid, from the due date for payment to the date of actual
payment, at such rate as may be fixed by the terms of allotment of
the share or, if no such rate is fixed, at the Appropriate Rate.
The Board may waive payment of the interest in whole or in
part.
12.6 Rights suspended when calls unpaid
Unless the Board otherwise decides, a Member shall not be
entitled to attend, speak or vote, either in person or by proxy, at
any general meeting of the Company or to exercise any other right
as a Member in respect of any share held by him unless and until
all calls and other sums presently payable by him in respect of
that share have been paid.
12.7 Deemed calls
A sum which, by the terms of allotment of a share, is payable on
allotment or at a fixed time, or by instalments at fixed times,
shall for all purposes of these Articles be deemed to be a call
duly made and payable on the date or dates fixed for payment and,
in case of non-payment, these Articles shall apply as if that sum
had become payable by virtue of a call.
12.8 Power to differentiate
On any issue of shares the Board may make arrangements for a
difference between the allottees or holders of the shares in the
amounts and times of payment of calls on their shares.
12.9 Payment of calls in advance
The Board may, if it thinks fit, receive all or any part of the
amounts payable on a share beyond the sum actually called up on it
if the holder is willing to make payment in advance. Such payment
in advance shall extinguish the liability on the share in respect
of which it is made to the extent of the payment. The Board may pay
interest on sums paid in advance (until such sums would otherwise
be due) at such rate as may be agreed between the Board and the
Member paying the sum in advance provided that such rate shall not
exceed the Appropriate Rate without the sanction of the Company
given by ordinary resolution.
12.10 Power to make calls if uncalled capital included in mortgage
If any uncalled capital of the Company is included in or charged
by any mortgage, charge or other security, the Directors may
delegate to the person in whose favour such mortgage, charge or
security is executed, or to any other person in trust for him, the
power to make calls on the Members in respect of such uncalled
capital and to sue in the name of the Company or otherwise for the
recovery of moneys becoming due in respect of calls so made and to
give valid receipts for such moneys. The power so delegated may (if
expressed so to be) be assignable.
13. Forfeiture of shares
13.1 Notice of unpaid calls or instalments
If a call or instalment remains unpaid on any share, in whole or
in part, after the due date for payment, the Board may give a
notice to the holder requiring him to pay so much of the call or
instalment as remains unpaid together with any interest which may
have accrued and any costs, charges and expenses incurred by the
Company by reason of such non-payment. The notice shall:
13.1.1 state a further day, being not less than 14 days from the
date of the notice, on or before which payment is to be made;
13.1.2 name the place where payment is to be made; and
13.1.3 state that, if the notice is not complied with, the share
in respect of which the call was made or instalment is payable will
be liable to be forfeited.
13.2 Forfeiture for non-compliance
If the requirements of a notice given under article 13.1 are not
complied with, any share in respect of which it was given may,
before the payment required by the notice has been made, be
forfeited by a resolution of the Board. The forfeiture shall
include all dividends declared and other sums payable in respect of
the forfeited share and not actually paid before the
forfeiture.
13.3 Notice after forfeiture
If a share is forfeited, notice of the forfeiture shall be given
to the person who was the holder of the share or (as the case may
be) the person entitled to the share by transmission, and an entry
that notice of the forfeiture has been given, with the relevant
date, shall be made in the Register, but no forfeiture shall be
invalidated by any omission to give such notice or to make such
entry.
13.4 Surrender
The Board may accept a surrender of any share liable to be
forfeited. A surrendered share shall be treated as if it had been
forfeited for the purposes of these Articles.
13.5 Power to annul forfeiture
The Board may, at any time before the forfeited share has been
sold, re-allotted or otherwise disposed of, annul the forfeiture
upon payment of all calls and interest due on the share and all
expenses incurred in respect of the share, and on such further
terms (if any) as the Board thinks fit.
13.6 Disposal of forfeited shares
Subject to the Statutes, every share which is forfeited shall
become the property of the Company and may be sold, re-allotted or
otherwise disposed of (either to the person who was before the
forfeiture the holder of the share or to any other person) upon
such terms and in such manner as the Board shall decide.
13.7 Giving effect to disposal
To give effect to a sale, re-allotment or disposal under article
13.6, the Board may:
13.7.1 if the share is a Certificated Share, authorise any
person to execute an instrument of transfer in respect of the share
to, or in accordance with the directions of, the buyer; or
13.7.2 if the share is an Uncertificated Share, exercise any of
the Company's powers under article 9.5 to effect the sale of the
share to, or in accordance with the directions of, the buyer.
The buyer shall not be bound to see to the application of the
purchase money nor shall his title be affected by any irregularity
in, or invalidity of, the proceedings relating to the sale.
13.8 Effect of forfeiture
13.8.1 A person whose share has been forfeited shall cease to be
a Member in respect of the forfeited share and shall, if the share
is a Certificated Share, surrender the share certificate to the
Company for cancellation. The person shall remain liable (unless
payment is waived in whole or in part by the Board) to pay to the
Company all sums payable by him on or in respect of that share at
the time of forfeiture, together with interest from the time of
forfeiture until payment at such rate as the Board shall decide, in
the same manner as if the share had not been forfeited. He shall
also be liable to satisfy all the claims and demands (if any) which
the Company has enforced in respect of the share at the time of
forfeiture. No deduction or allowance shall be made for the value
of the share at the time of forfeiture or for any consideration
received on its disposal.
13.8.2 Subject to the provisions of the Statutes:
(a) any share which has been forfeited and the rights attaching
to it shall be deemed to be the property of the Company;
(b) no voting rights shall be exercised in respect of such forfeited share; and
(c) the Directors may within three years of such forfeiture
sell, re-allot or otherwise dispose of such forfeited share in such
manner as they think fit to any person and either with or without
any past or accruing dividends and, in the case of re-allotment,
with or without any money paid on such share by the former holder
being credited as paid-up on such share. The Directors may, if
necessary, authorise some person to execute a transfer of a
forfeited share to any person as above.
13.8.3 Any forfeited share which is not disposed of in
accordance with the provisions of this article 13.8 within a period
of three years from the date of its forfeiture shall thereupon be
cancelled in accordance with the provisions of the Statutes.
13.9 Evidence of forfeiture
A statutory declaration by a Director or the Secretary that a
share has been forfeited or surrendered on a specified date shall,
as against all persons claiming to be entitled to the share, be
conclusive evidence of the facts stated in it and shall (subject to
the execution of any necessary transfer, or transfer by means of
the Relevant System, as the case may be) constitute a good title to
the share.
14. Transfer of shares
14.1 Right to transfer shares
Subject to the restrictions in these Articles, a Member may
transfer all or any of his shares in any manner which is permitted
by the Statutes and is from time to time approved by the Board.
14.2 Transfers of Uncertificated Shares
14.2.1 The Company shall register the transfer of any
Uncertificated Shares in accordance with the Regulations and other
Statutes.
14.2.2 Where permitted by the Regulations and other Statutes,
the Board may, in its absolute discretion and without giving any
reason for its decision, refuse to register any transfer of an
Uncertificated Share.
14.3 Transfers of Certificated Shares
14.3.1 An instrument of transfer of a Certificated Share may be
in any usual form or in any other form which the Board may approve
and shall be signed by or on behalf of the transferor and (except
in the case of a fully paid share) by or on behalf of the
transferee. An instrument of transfer need not be under seal.
14.3.2 The transferor shall be deemed to remain the holder of
the share until the name of the transferee is entered in the
Register in respect of it.
14.3.3 Subject to any Regulatory Requirements and any rules or
regulations of the London Stock Exchange or any rules published by
the Financial Conduct Authority applicable to the Company from time
to time, the Board may, in its absolute discretion and without
giving any reason, refuse to register any transfer of a
Certificated Share unless:
(a) it is in respect of a share which is fully paid up;
(b) the instrument of transfer is left at the Office, or at such
other place as the Board may decide, for registration;
(c) the instrument of transfer is accompanied by the certificate
for the shares to be transferred and such other evidence (if any)
as the Board may reasonably require to prove the title of the
intending transferor or his right to transfer the shares;
(d) the instrument of transfer is duly stamped (if so required);
(e) it is in respect of only one class of shares; and
(f) it is in favour of not more than four transferees.
14.3.4 In the case of a transfer by a Recognised Clearing House
(or nominee of a Recognised Clearing House) or a Recognised
Investment Exchange, the lodgement of a share certificate will only
be necessary if and to the extent that a certificate has been
issued in respect of the share in question.
14.4 Notice of refusal to register
If the Board refuses to register a transfer of a share it shall
give notice to the transferee of the refusal within two months
after the date on which the instrument of transfer was lodged with
the Company or the operator-instruction (as defined in the
Regulations) was received, as the case may be.
14.5 No fee payable on registration
No fee shall be charged for registration of any instrument of
transfer or other document or instruction relating to or affecting
the title to any share.
14.6 Retention of transfers
The Company shall be entitled to retain an instrument of
transfer which is registered, but an instrument of transfer which
the Board refuses to register shall (except in the case of fraud or
suspicion of fraud) be returned to the person presenting it.
15. Transmission of shares
15.1 Transmission on death
If a Member dies, the survivor or survivors where he was a joint
holder, and his personal representatives where he was a sole holder
or the only survivor of joint holders, shall be the only persons
recognised by the Company as having any title to his shares.
Nothing in these Articles shall release the estate of a deceased
Member (whether a sole or joint holder) from any liability in
respect of any share held by him.
15.2 Elections permitted
15.2.1 A person becoming entitled to a share by transmission on
the death or bankruptcy of any Member may, on production of any
evidence as to his entitlement as the Board may require, elect
either to become the holder of the share or to have another person
nominated by him registered as the transferee.
15.2.2 If he elects to become the holder he shall give notice to
the Company to that effect. If he elects to have another person
registered and the share is a Certificated Share, he shall execute
an instrument of transfer of the share to that person. If he elects
to have another person registered and the share is an
Uncertificated Share, he shall take any action the Board may
require (including the execution of any document and the giving of
any instruction by means of a Relevant System) to effect the
transfer of the share to that person.
15.2.3 All the provisions of these Articles relating to the
transfer of shares shall apply to the notice or instrument of
transfer or other document or action as if it were a transfer
effected by the Member from whom the title by transmission is
derived and the event giving rise to the transmission had not
occurred.
15.3 Board may require election
The Board may at any time send a notice requiring any person
becoming entitled by transmission to a share to elect either to be
registered himself or to transfer the share. If after 60 days the
notice has not been complied with, the Board may withhold payment
of all dividends or other moneys payable in respect of the share
until the requirements of the notice have been complied with.
15.4 Rights of persons entitled by transmission
A person becoming entitled by transmission to a share shall, on
production of any evidence as to his entitlement as the Board may
require and subject to article 15.3, have the right to receive and
give a discharge for any dividends or other moneys payable in
respect of the share and shall have the same rights in relation to
the share as he would have if he were the holder except that, until
he becomes registered as the holder of the share, he shall not be
entitled to receive notice of or to attend, speak or vote at any
meeting of the Company or at any separate meeting of the holders of
any class of shares of the Company.
16. General meetings
16.1 Annual general meetings
A general meeting shall be held in every year as the annual
general meeting of the Company, at such time (within a period of
not more than 4 months beginning with the day following the
Company's accounting reference date) and place as may be determined
by the Directors. The general meetings referred to in this article
16.1 shall be called annual general meetings.
16.2 General meetings
16.2.1 All general meetings, other than an annual general
meeting, shall be called general meetings.
16.2.2 The Board may convene a general meeting whenever, and at
such time and place, as it thinks fit. The Board shall also convene
a general meeting on the requisition of Members pursuant to the
Statutes.
16.3 Insufficient directors to convene meeting
If there are insufficient Directors in the United Kingdom to
convene a general meeting, any Director or any two Members may
convene a general meeting.
17. Notice of general meetings
17.1 Length of notice
Subject to the Statutes, an annual general meeting shall be
called by not less than twenty-one clear days' notice and all other
general meetings shall be called by not less than fourteen clear
days' notice or by not less than such minimum notice period as is
permitted by the Statutes.
17.2 Contents of notice
The notice shall specify whether the meeting is an annual
general meeting or a general meeting.
17.3 Recipients of notice
17.3.1 Subject to article 17.3.2, the notice shall be given to
all Members (other than any who, under the provisions of these
Articles or of any restrictions imposed on any shares, are not
entitled to receive such notice from the Company) and to each
Director and the Auditors.
17.3.2 The Company shall not be required to give notice of a
general meeting to a Member for whom the Company no longer has a
valid address.
17.4 Entitlement to attend and vote
For the purposes of determining which persons are entitled to
attend, speak and/or vote at a meeting and how many votes such
person may cast, the Company may specify in the notice of the
meeting a time, not more than 48 hours (excluding, in the
calculation of such time period, any part of a day that is not a
working day) before the time fixed for the meeting, by which a
person must be entered on the Register in order to have the right
to attend, speak or vote at the meeting.
17.5 Omission to send notice
The accidental omission to send a notice of meeting or a form of
proxy or any other document relating to a meeting to, or the
non-receipt of the notice, form of proxy or other document by, any
person entitled to receive the same shall not invalidate the
proceedings at that meeting.
18. Proceedings at general meetings
18.1 Quorum
18.1.1 No business shall be transacted at any general meeting
unless the requisite quorum shall be present when the meeting
proceeds to business. The appointment of a chairman in accordance
with the provisions of these Articles shall not be treated as part
of the business of the meeting.
18.1.2 Subject to article 18.2 the quorum for any general
meeting shall be two Members, present either in person, by proxy or
by a duly authorised corporate representative, entitled to vote.
For the avoidance of doubt, two persons present and entitled to
vote upon the business to be transacted, each being a proxy for the
same Member appointed to exercise the rights attached to different
shares, shall also be a quorum.
18.2 Proceedings if quorum not present
If, within 30 minutes from the time appointed for the meeting, a
quorum is not present the meeting, if convened by or upon the
requisition of Members, shall be dissolved. In any other case, the
meeting shall stand adjourned to such day and to such time and
place as the chairman (or, in default, the Board) shall appoint
provided that this shall not be less than 10 clear days from the
date of such original meeting. At any such adjourned meeting, the
Member or Members present, either in person, by proxy or by a duly
authorised corporate representative, and entitled to vote shall be
a quorum for all purposes.
18.3 Chairman
At each general meeting, the chairman of the Board (if any) or,
if he is absent or unwilling, the deputy chairman of the Board (if
any) shall preside as chairman of the meeting. If neither the
chairman nor deputy chairman is present and willing, one of the
other Directors selected for the purpose by the Directors present
(or, if only one Director is present and willing, that Director)
shall preside as chairman of the meeting. If no Director is present
within fifteen minutes after the time fixed for holding the meeting
or if none of the Directors present is willing to preside as
chairman of the meeting, the Members present and entitled to vote
shall choose one of their number to preside as chairman of the
meeting.
18.4 Adjournment
18.4.1 The chairman may, with the consent of the meeting (and
shall, if so directed by the meeting) adjourn any meeting from time
to time and from place to place. No business shall be transacted at
any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
18.4.2 Without prejudice to any other power which he may have
under the provisions of these Articles or at common law, the
chairman of the meeting may, without the consent of the meeting,
interrupt or adjourn a meeting from time to time and from place to
place or for an indefinite period if he decides that it has become
necessary to do so in order to:
(a) secure the proper and orderly conduct of the meeting; or
(b) give all persons entitled to do so a reasonable opportunity
of speaking and voting at the meeting; or
(c) ensure that the business of the meeting is properly disposed of.
18.5 Notice of adjourned meeting
Whenever a meeting is adjourned for 28 days or more, or
indefinitely, not less than seven Clear Days' notice of the
adjourned meeting shall be given in the same manner as in the case
of the original meeting but otherwise it shall not be necessary to
specify in such notice the nature of the business to be transacted
at the adjourned meeting. Save as aforesaid, it shall not be
necessary to give any notice of any adjourned meeting or of the
business to be transacted at an adjourned meeting.
18.6 Accommodation of Members at meeting
If it appears to the chairman of the meeting that the meeting
place specified in the notice convening the meeting is inadequate
to accommodate all Members entitled and wishing to attend, the
meeting is duly constituted and its proceedings valid if the
chairman is satisfied that adequate facilities are available to
ensure that a Member who is unable to be accommodated is able
to:
18.6.1 participate in the business for which the meeting has been convened; and
18.6.2 hear and see all persons present who speak (whether by
the use of microphones, loud-speakers, audio-visual communications
equipment or otherwise), whether in the meeting place or elsewhere;
and
18.6.3 be heard and seen by all other persons present in the same way.
18.7 Security
The Board may make any arrangement and impose any restriction it
considers appropriate to ensure the security of a meeting including
arranging for any person attending the meeting to provide proof of
identity, searching a person attending the meeting and restricting
the items of personal property that may be taken into the meeting
place. A Director or Secretary is entitled to:
18.7.1 refuse entry to a meeting to a person who refuses to
comply with these arrangements or restrictions; or
18.7.2 eject from a meeting any person who causes the proceedings to become disorderly.
18.8 Right to attend and speak
Each Director shall be entitled to attend and speak at any
general meeting of the Company whether or not he is a Member. The
chairman may invite any person to attend and speak at any general
meeting of the Company if he considers that such person has the
appropriate knowledge or experience of the Company's business to
assist in the deliberations of the meeting.
18.9 Amendments to resolutions
18.9.1 Subject to the Statutes, a resolution may only be put to
the vote at a general meeting if the chairman of the meeting in his
absolute discretion decides that the resolution may properly be
regarded as within the scope of the meeting.
18.9.2 An ordinary resolution to be proposed at a general
meeting may be amended by ordinary resolution if:
(a) notice of the proposed amendment is given to the Company
secretary in writing by a person entitled to vote at the general
meeting at which it is to be proposed not less than 48 hours before
the meeting is to take place (or such later time as the chairman of
the meeting may determine); and
(b) the proposed amendment does not, in the reasonable opinion
of the chairman of the meeting, materially alter the scope of the
resolution.
The giving of notice in accordance with article (a) shall not
prejudice the power of the chairman of the meeting to rule the
amendment out of order.
18.9.3 A special resolution to be proposed at a general meeting
may be amended by ordinary resolution if:
(a) the chairman of the meeting proposes the amendment at the
general meeting at which the resolution is to be proposed; and
(b) the amendment does not go beyond what is necessary to
correct a grammatical or other non-substantive error in the
resolution.
18.9.4 If the chairman of the meeting, acting in good faith,
wrongly decides that an amendment to a resolution is out of order,
the chairman's error does not invalidate the vote on that
resolution. Any ruling by the chairman of the meeting in relation
to such matters shall be final and conclusive.
18.9.5 With the consent of the chairman of the meeting, a person
who proposes an amendment to a resolution may withdraw it before it
is put to the vote.
19. Voting at general meetings
19.1 Method of voting and demand for poll
19.1.1 At a general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll is duly
demanded before or immediately after the declaration of the result
of the show of hands or on the withdrawal of any other demand for a
poll.
19.1.2 Subject to the Statutes, a poll may be demanded by:
(a) the chairman of the meeting; or
(b) at least five Members present in person or by proxy and
entitled to vote on the resolution; or
(c) a Member or Members present in person or by proxy
representing in aggregate not less than one-tenth of the total
voting rights of all the Members having the right to vote on the
resolution; or
(d) a Member or Members present in person or by proxy holding
shares conferring the right to vote on the resolution on which an
aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the shares conferring that right.
19.1.3 A demand for a poll by a person as proxy for a Member
shall be as valid as if the demand were made by the Member
himself.
19.1.4 A demand for a poll may be withdrawn before the poll is
taken but only with the consent of the chairman of the meeting. A
demand so withdrawn shall not be taken to have invalidated the
result of a show of hands declared before the demand was made. If a
poll is demanded before the declaration of the result of a show of
hands and the demand is duly withdrawn, the meeting shall continue
as if the demand had not been made.
19.1.5 Unless a poll is demanded (and the demand is not
withdrawn) a declaration by the chairman of the meeting that a
resolution has been carried, or carried unanimously, or has been
carried by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect in the minutes of
the meeting shall be conclusive evidence of that fact, without
proof of the number or proportion of the votes recorded in favour
of or against the resolution.
19.1.6 The demand for a poll shall not prevent the continuance
of a meeting for the transaction of any business other than the
question on which a poll has been demanded.
19.2 How poll is to be taken
19.2.1 Subject to article 19.2.2, if a poll is demanded (and the
demand is not withdrawn) it shall be taken at such time, either at
the meeting at which the poll is demanded or within 30 days after
the meeting, at such place and in such manner (including by
electronic means) as the chairman of the meeting shall direct. The
chairman may appoint scrutineers who need not be Members.
19.2.2 A poll demanded on the election of a chairman or a
question of adjournment shall be taken at the meeting without
adjournment.
19.2.3 No notice need be given of a poll not taken immediately
if the time and place at which it is to be taken are announced at
the meeting at which it is demanded. In any other case at least 7
Clear Days' notice shall be given specifying the time and place at
which the poll is to be taken.
19.2.4 The result of the poll shall be deemed to be a resolution
of the meeting at which the resolution was in fact passed.
20. Votes of Members
20.1 Voting rights
20.1.1 Subject to these Articles and to any special rights or
restrictions as to voting for the time being attached to any class
of shares in the Company:
(a) on a show of hands every Member present, either in person,
by proxy or by a duly appointed corporate representative, shall
have one vote; and
(b) on a poll every Member present, either in person, by proxy
or by a duly appointed corporate representative, shall have one
vote for every share of which he is the holder or in the case of a
proxy or corporate representative, every share in respect of which
the relevant Member has appointed him to act as his proxy or
corporate representative.
20.1.2 On a poll a Member need not exercise all of his votes or
cast them all in the same way.
20.1.3 On a vote on a resolution on a show of hands at a general
meeting, a proxy shall have one vote for and one vote against the
resolution if:
(a) the proxy has been duly appointed by more than one member
entitled to vote on the resolution; and
(b) the proxy has been instructed by, or exercises his
discretion given by, one or more of those members to vote for the
resolution and has been instructed by, or exercises his discretion
given by, one or more of these members to vote against it.
20.2 Representation of corporations
Any corporation which is a Member may, by resolution of its
directors or other governing body, authorise any person to act as
its representative at any meetings of the Company or of any class
of Members. Such representative shall be entitled to exercise the
same powers on behalf of the corporation which he represents as if
he had been an individual shareholder, including power, when
personally present, to vote on a show of hands. The Directors may,
but shall not be bound to, require evidence of the authority of any
person purporting to act as the representative of any such
corporation.
20.3 Joint owners
20.3.1 If two or more persons are jointly entitled to shares
conferring a right to vote, any one of such persons may vote at any
meeting, either personally or by proxy, in respect of such
shares.
20.3.2 If more than one of such joint holders is present at any
meeting, either personally or by proxy, the Member whose name
stands first on the Register as one of the holders of such shares,
and no other, shall be entitled to vote in respect of such
shares.
20.4 Member under incapacity
A Member in respect of whom an order has been made by any court
having jurisdiction (whether in the United Kingdom or elsewhere) in
matters concerning mental disorder may vote, whether on a show of
hands or on a poll, by his receiver, curator bonis or other person
in the nature of a receiver or curator bonis appointed by that
court. That receiver, curator bonis or other person may vote by
proxy. The right to vote shall be exercisable only if evidence
satisfactory to the Board of the authority of the person claiming
the right to vote is received at the Office (or at such other
address as may be specified for the receipt of proxy appointments)
not later than 48 hours (excluding, in the calculation of such time
period, any part of a day that is not a working day) before the
time appointed for holding the meeting or adjourned meeting at
which the right to vote is to be exercised.
20.5 Objections to admissibility of votes
No objection shall be raised as to the admissibility of any vote
except at the meeting or adjourned meeting or poll at which the
vote objected to is given or tendered. Every vote not disallowed at
such meeting or poll shall be valid for all purposes. Any such
objection shall be referred to the chairman of the meeting and
shall only vitiate the decision of the meeting on any resolution if
the chairman decides that the error is of sufficient magnitude to
vitiate the resolution. The chairman's decision on such matters
shall be final and conclusive.
21. Proxies
21.1 Proxies
21.1.1 A proxy need not be a Member and a Member may appoint
more than one proxy to attend on the same occasion. References in
these Articles to an appointment of a proxy includes references to
an appointment of multiple proxies.
21.1.2 The appointment of a proxy shall not preclude a Member
from attending, speaking and voting in person at the meeting or on
the poll concerned.
21.1.3 The appointment of a proxy shall (subject to any contrary
direction contained in the appointment):
(a) be deemed to confer authority to demand or join in demanding
a poll and to vote on any resolution or amendment of a resolution
put to the meeting for which it is given, as the proxy thinks
fit;
(b) be valid for any adjournment of the meeting as well as for
the meeting to which it relates;
(c) where it is stated to apply to more than one meeting, be
valid for all such meetings as well as for any adjournment of such
meetings; and
(d) not be valid after the expiry of 12 months from the date of
the appointment, except at an adjourned meeting or on a poll
demanded at a meeting or an adjourned meeting in cases where the
meeting was originally held within 12 months from that date.
21.2 Form of proxy
21.2.1 The appointment of a proxy shall be in any usual or
common form, or such other form as may be approved by the Board
and, in the case of an instrument in writing, shall be signed by
the appointer or by his agent duly authorised in writing, or if the
appointer is a corporation shall be either under its common seal or
under the hand of an officer or agent so authorised. The Board may
require evidence of the authority of any such officer or agent.
21.2.2 The Board may, at the expense of the Company, send by
post, Electronic Communication or otherwise, instruments or forms
of proxy to the Members (with or without provision for their return
prepaid) for use at any general meeting or at any separate meeting
of the holders of any class of shares of the Company. If for the
purpose of any meeting invitations to appoint as proxy a person, or
one of a number of persons, specified in the invitations are issued
at the Company's expense, they shall be issued to all (and not to
some only) of the Members entitled to be sent a notice of the
meeting and to vote by proxy at the meeting.
21.3 Lodgement of proxy
The appointment of a proxy and the authority (if any) under
which it is made, or a certified copy of such authority, shall:
21.3.1 in the case of an instrument in writing, be deposited at
the Office (or at such other place in the United Kingdom as is
specified for that purpose in the notice calling the meeting or in
any instrument of proxy sent out by the Company in relation to the
meeting) not less than 48 hours (excluding, in the calculation of
such time period, any part of a day that is not a working day)
before the time appointed for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to
vote;
21.3.2 in the case of an appointment contained in an Electronic
Communication, where an address has been specified for the purpose
of receiving Electronic Communications:
(a) in the notice convening the meeting; or
(b) in any instrument of proxy sent out by the Company in relation to the meeting; or
(c) in any invitation contained in an Electronic Communication
to appoint a proxy issued by the Company in relation to the
meeting
be received at such address not less than 48 hours (excluding,
in the calculation of such time period, any part of a day that is
not a working day) before the time appointed for holding the
meeting or adjourned meeting at which the person named in the
appointment proposes to vote;
21.3.3 in the case of a poll taken more than 48 hours after it
is demanded, be deposited or received as specified in articles
21.3.1 and 21.3.2 above after the poll has been demanded and not
less than 24 hours (excluding, in the calculation of such time
period, any part of a day that is not a working day) before the
time appointed for the taking of the poll; or
21.3.4 in the case of a poll not taken immediately but taken not
more than 48 hours after it was demanded, be delivered at the
meeting at which the poll was demanded to the chairman or to the
Secretary or to any Director.
21.4 Uncertificated proxy instructions
21.4.1 For the purposes of this article 21.4 Uncertificated
Proxy Instruction means a properly authenticated dematerialised
instruction (as defined in the Regulations) or other instruction or
notification, which is sent by means of the Relevant System and
received by such participant in that Relevant System acting on
behalf of the Company as the Board may prescribe.
21.4.2 In relation to any Uncertificated Shares, the Board may
from time to time permit appointments of proxies to be made by
means of an Electronic Communication in the form of an
Uncertificated Proxy Instruction in such form and subject to such
terms and conditions as the Board may prescribe, and may in a
similar manner permit supplements to, or amendments or revocations
of, any Uncertificated Proxy Instruction to be made in the same
way.
21.4.3 The Board may prescribe the method of determining the
time at which any Uncertificated Proxy Instruction is to be treated
as received by the Company.
21.4.4 The Board may treat any such Uncertificated Proxy
Instruction which purports to be or is expressed to be sent on
behalf of a Member as sufficient evidence of the authority of the
person sending that instruction to send it on behalf of that
Member.
21.5 Invalid appointment
21.5.1 Subject to article 21.5.2, an appointment of proxy which
is not deposited, delivered or received in a manner specified in
articles 21.3 or 21.4 shall be invalid.
21.5.2 The Board may decide, either generally or in any
particular case, to treat a proxy appointment as valid
notwithstanding that the appointment or any required evidence of
authority has not been received in accordance with articles 21.3 or
21.4.
21.6 More than one valid appointment received
21.6.1 Where a proxy appointment is received, which does not
state the number of shares to which it applies (a blank proxy), a
proxy is deemed to have been appointed by that Member in relation
to the total number of shares registered in his name (the Member's
entire holding). In the event of a conflict between a blank proxy
and a proxy appointment that is received, which does state the
number of shares to which it applies (a specific proxy), the
specific proxy shall be counted first, regardless of the time it
was received. Any remaining shares will be apportioned to the blank
proxy (pro rata if there is more than one blank proxy).
21.6.2 Where more than one proxy appointment is received and the
total number of shares in respect of which proxies are appointed is
no greater than the Member's entire holding, it will be assumed
that proxies are appointed in relation to different shares. Proxy
appointments in the same envelope will be treated as deposited at
the same time.
21.6.3 If two or more valid but differing proxy appointments are
received in respect of the same share for use at the same meeting
or on the same poll, the one which is last received (regardless of
its date or of the date of its execution) shall be treated as
replacing and revoking the others as regards that share. If the
Company is unable to determine which was last received, none of
them shall be treated as valid in respect of that share.
21.6.4 Where the aggregate number of shares in respect of which
proxies are appointed exceeds a Member's entire holding and it is
not possible to determine the order in which the proxy appointments
were received (or they were all delivered at the same time), the
number of votes attributed to each proxy appointment will be
reduced pro rata. Where this gives rise to fractions of shares,
such fractions will be rounded down.
21.6.5 If a Member appoints a proxy or proxies and subsequently
attends the meeting in person and votes on a poll, the Member's
vote in person will override the proxy appointment(s). If the
Member's vote in person is in respect of the Member's entire
holding, all proxy votes will be disregarded. If the Member's vote
at the meeting is in respect of less than the Member's entire
holding, if the Member indicates that all proxy appointments are to
be disregarded, that shall be the case. If a Member does not
specifically revoke any proxy appointments, the Member's vote in
person will be treated in the same way as if it were the last
validly received proxy appointment and earlier proxy appointments
will only be disregarded to the extent that to count them would
result in the number of votes being cast exceeding the Member's
entire holding.
21.7 Notice of revocation of authority
A vote given or poll demanded by a proxy or by the duly
authorised representative of a corporation shall be valid
notwithstanding the death or mental disorder of the appointer or
previous termination of the authority of the person voting or
demanding a poll, or the transfer of the share in respect of which
the appointment of the proxy or representative is made, unless
notice in writing of the death, mental disorder, termination or
transfer was received at the Office (or at such other address at
which the proxy appointment was duly received) at least six hours
(excluding, in the calculation of such time period, any part of a
day that is not a working day) before the time fixed for holding
the relevant meeting or adjourned meeting or poll.
22. Directors
22.1 Number of directors
The number of Directors (other than alternate Directors) shall
not, unless otherwise determined by an ordinary resolution of the
Company, be less than two and shall not be subject to any
maximum.
22.2 No share qualification
A Director need not hold any shares in the capital of the
Company.
23. Remuneration, expenses and pensions
23.1 Fees of directors
23.1.1 There shall be paid out of the funds of the Company by
way of remuneration of directors who are not executive directors
appointed under article 25 fees at such rates as the Directors may
from time to time determine provided that such fees do not in
aggregate exceed a sum determined from time to time by the
Remuneration Committee of the Board or such other figure as the
Company may in general meeting from time to time determine.
23.1.2 Such fees shall be divided among such Directors in such
proportion or manner as may be determined by the Directors and, in
default of determination, equally.
23.1.3 A fee payable to a Director pursuant to this article 23.1
is distinct from any salary, remuneration or other amount payable
to him pursuant to other provisions of these Articles and accrues
from day to day.
23.2 Special remuneration
If, by arrangement with the Board, any Director performs or
renders any special duties or services outside his ordinary duties
as a Director and not in his capacity as a holder of employment or
executive office, he may be paid such reasonable special
remuneration (whether by way of lump sum, salary, commission,
participation in profits or otherwise) as the Board may decide in
addition to any remuneration payable under or pursuant to any other
of these Articles.
23.3 Expenses
A Director shall be paid out of the funds of the Company all
reasonable travelling, hotel and other expenses properly incurred
by him in and about the performance of his duties as Director,
including his expenses of travelling to and from Board meetings,
committee meetings, general meetings or separate meetings of the
holders of any class of shares or debentures in the Company.
23.4 Pensions and other benefits
The Board may exercise all the powers of the Company to pay,
provide or procure the grant of pensions or other retirement or
superannuation benefits and death, disability or other benefits,
allowances or gratuities to any person who is or has been at any
time a director of the Company or in the employment or service of
the Company or of any company which is or was a subsidiary of or
associated with the Company or of the predecessors in business of
the Company or of any such subsidiary or associated company or the
relatives or dependants of any such person. For that purpose the
Board may procure the establishment and maintenance of, or
participate in, or contribute to, any non-contributory or
contributory pension or superannuation fund, scheme or arrangement
and pay any insurance premiums.
24. Appointment, retirement and removal of Directors
24.1 Appointment by the company
Subject to these Articles, the Company may by ordinary
resolution appoint any person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director,
but so that the total number of Directors shall not exceed any
maximum number fixed by or in accordance with these Articles.
24.2 Appointment by the board
The Board may appoint any person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director,
but so that the total number of Directors shall not exceed any
maximum number fixed by or in accordance with these Articles. Any
Director so appointed shall retire at the next annual general
meeting and shall not be taken into account in determining the
number of Directors who are to retire by rotation at such
meeting.
24.3 Eligibility
No person (other than a Director retiring in accordance with
these Articles) shall be appointed or re-appointed a Director at
any general meeting unless:
24.3.1 he is recommended by the Board; or
24.3.2 not less than 7 nor more than 21 Clear Days before the
date appointed for the meeting, a Member (other than the person to
be proposed) entitled to vote at the meeting has given to the
Company notice of his intention to propose a resolution for the
appointment of that person, stating the particulars which would, if
he were so appointed, be required to be included in the Company's
register of Directors and a notice executed by that person of his
willingness to be appointed.
24.4 Retirement by rotation
24.4.1 Subject to article 24.5.1, at the first annual general
meeting of the Company all the Directors must retire from
office.
24.4.2 At every subsequent annual general meeting any Directors:
(a) who have been appointed by the Directors since the last annual general meeting; or
(b) who were not appointed or reappointed at one of the preceding two annual general meetings,
must retire from office and may offer themselves for
reappointment by the Members.
24.5 Re-appointment of retired directors
24.5.1 A Director who retires at an annual general meeting
(whether by rotation or otherwise) may, if willing to act, be
re-appointed. If he is not re-appointed or deemed to have been
re-appointed, he shall retain office until the meeting appoints
someone in his place or, if it does not do so, until the end of the
meeting.
24.5.2 If the Company, at any meeting at which a Director
retires (whether by rotation or otherwise), does not fill the
office vacated by such Director, the retiring Director, if willing
to act, shall be deemed to be re-appointed, unless at the meeting a
resolution is passed not to fill the vacancy or to appoint another
person in his place or unless the resolution to re-appoint him is
put to the meeting and lost.
24.6 Vacation of office of director
24.6.1 Without prejudice to the provisions of these Articles
relating to the retirement or removal of a Director, the office of
a Director shall be vacated if:
(a) not being a person holding an executive office for a fixed
term, he resigns by notice in writing to the Company left at the
Office or, being such a person holding an executive office for a
fixed term, he tenders his resignation and the Directors resolve to
accept that resignation;
(b) he ceases to be a Director by virtue of any provision of the
Statutes or becomes prohibited by law or by order of a court of
competent jurisdiction from being a Director;
(c) he is made bankrupt or has a receiving order (or any
analogous order under the corresponding legislation in any
jurisdiction) made against him or makes an arrangement or compounds
with his creditors generally or applies to the court for an interim
order under section 253 Insolvency Act 1986 in connection with a
voluntary arrangement under that Act or makes any similar
application under analogous proceedings in another
jurisdiction;
(d) a registered medical practitioner who is treating the
Director gives a written opinion to the Company stating that the
Director has become physically or mentally incapable of acting as a
Director and may remain so for more than 6 months;
(e) not having leave of absence from the Directors, he or his
alternate (if any) fails to take part in Directors' decisions for
six successive months (unless prevented by illness, unavoidable
accident or other cause which may seem to the Directors to be
sufficient) and the Directors resolve that his office be
vacated;
(f) he is requested to resign by notice in writing addressed to
him at his address as shown in the register of Directors and signed
by [all]/[not less than three-quarters of] the other Directors
(without prejudice to any claims for damages which he may have for
breach of any contract between him and the Company or any of its
subsidiary undertakings) and, for this purpose, a set of like
notices each signed by one or more of the Directors shall be as
effective as a single notice signed by the requisite number of
Directors; or
(g) if he is removed from office in accordance with the provisions of these Articles.
24.6.2 A resolution of the Board disclosing a Director to have
vacated office pursuant to this article shall be conclusive as to
the fact and grounds of vacation stated in the resolution.
25. Executive Directors
25.1 Appointment
The Board may from time to time appoint one or more Directors to
hold any executive office (including that of chief executive or
managing director) for such term (subject to the Statutes) and on
such terms as the Board may decide. The Board may revoke or
terminate any such appointment without prejudice to any claim for
damages for breach of contract between the Director and the
Company.
25.2 Remuneration
The remuneration of a Director appointed to any executive office
shall be fixed by the Board and may be by way of salary,
commission, participation in profits or otherwise and either in
addition to or inclusive of any fee payable to him for his services
as Director pursuant to these Articles.
25.3 Termination
Any appointment of a Director to an executive office shall
terminate immediately if he ceases to be a Director but without
prejudice to any claim for damages for breach of contract between
the Director and the Company. A Director appointed to an executive
office shall not cease to be a Director merely because his
appointment to that executive office terminates.
26. Alternate Directors
26.1 Appointment
Each Director (other than an alternate Director) may, for a
period of no more than six months in any twelve month period by
notice to the Company, appoint another Director or any other person
approved for that purpose by the Board and willing to act, as his
alternate and may remove him from that office at any time during
his appointment.
26.2 Participation in meetings during the period of appointment
26.2.1 During his appointment, an alternate Director shall be
entitled to receive notice of all Board meetings and of all
meetings of committees of which his appointer is a Member, to
attend and vote at any such meeting at which his appointer is not
personally present and generally to exercise and discharge all the
functions, powers and duties of his appointer as a Director in his
absence.
26.2.2 Every person acting as an alternate Director shall have
one vote for each Director for whom he acts as alternate in
addition to his own vote if he is also a Director, but he shall
count as only one person for the purpose of determining whether a
quorum is present.
26.3 Alternate responsible for own acts
Every person acting as an alternate Director shall be subject in
all respects to these Articles relating to Directors and shall
alone be responsible to the Company for his acts and defaults and
shall not be deemed to be the agent of the Director appointing
him.
26.4 Expenses and remuneration
An alternate Director may be paid expenses and shall be entitled
to be indemnified by the Company to the same extent as if he were a
Director but shall not be entitled to receive from the Company any
fee or remuneration in his capacity as an alternate Director,
except such part (if any) of the remuneration payable to his
appointer as the appointer may, by notice to the Company,
direct.
26.5 Termination of appointment
Any person appointed as an alternate Director shall cease to be
an alternate Director:
26.5.1 at the expiry of the period referred to in article 26.1 above;
26.5.2 if his appointer ceases to be a Director (otherwise than
by retirement at a general meeting at which he is
re-appointed);
26.5.3 if his appointer removes him by notice to the Company;
26.5.4 on the happening of any event which, if he is or were a
Director, causes or would cause him to vacate that office; or
26.5.5 on written notice from the alternate resigning his office
being received by the Company.
27. Proceedings of Directors
27.1 Board meetings
The Board may meet for the despatch of business, adjourn and
otherwise regulate its meetings as it thinks fit. A Director may,
and the Secretary at the request of a Director shall, summon a
Board meeting at any time.
27.2 Notice of board meetings
27.2.1 Notice of a Board meeting may be given to a Director
personally or by word of mouth or given in writing or by Electronic
Communications at such address as he may from time to time specify
for this purpose (or, if he does not specify an address, at his
last known address). A Director may waive his right to receive
notice of any meeting either prospectively or retrospectively.
27.2.2 A Director absent or intending to be absent from the
United Kingdom may request to the Board that notice of Board
meetings shall, during his absence, be sent to him in writing or by
Electronic Communications to such address as may be notified by him
to the Company for that purpose, but he shall not be entitled to a
longer period of notice than if he had been present in the United
Kingdom. If no such request is made it shall not be necessary to
give notice of a Board meeting to any Director who is for the time
being absent from the United Kingdom.
27.3 Quorum
The quorum necessary for the transaction of the business of the
Board may be fixed by the Board and, unless so fixed at any other
number, shall be two. Subject to these Articles, any Director who
ceases to be a Director at a Board meeting may continue to be
present and to act as a Director and be counted in the quorum until
the end of the Board meeting if no other Director objects.
27.4 Chairman or deputy to preside
27.4.1 The Board may appoint a chairman and one or more deputy
chairman or chairmen and may at any time revoke any such
appointment.
27.4.2 The chairman, or failing him any deputy chairman (the
longest in office taking precedence if more than one is present),
shall preside at all Board meetings. If no chairman or deputy
chairman has been appointed, or if he is not present within 5
minutes after the time fixed for holding the meeting, or is
unwilling to act as chairman of the meeting, the Directors present
shall choose one of their number to act as chairman of the
meeting.
27.5 Competence of board meetings
A Board meeting at which a quorum is present shall be competent
to exercise all the powers and authorities for the time being
vested in or exercisable by the Board.
27.6 Voting
Questions arising at any Board meeting shall be determined by a
majority of votes. In the case of an equality of votes the chairman
of the meeting shall have a second or casting vote.
27.7 Board meetings by telephone etc.
27.7.1 A Board meeting may consist of a conference between
Directors some or all of whom are in different places provided that
each Director may participate in the business of the meeting
whether directly, by telephone or by any other electronic means
which enables him:
(a) to hear each of the other participating Directors addressing the meeting; and
(b) if he so wishes, to address all of the other participating Directors simultaneously.
27.7.2 A quorum is deemed to be present if at least the number
of Directors required to form a quorum may participate in the
manner specified in article 27.7.1 above in the business of the
meeting.
27.7.3 A Board meeting held in the manner specified in article
27.7.1 above is deemed to take place at the place where the largest
group of participating Directors is assembled or, if no such group
is readily identifiable, at the place from where the chairman of
the meeting participates.
27.8 Resolutions without meetings
27.8.1 A resolution which is signed or approved by all the
Directors (or all members of a committee of the Board) entitled to
vote on that resolution shall be as valid and effectual as if it
had been passed at a Board meeting (or meeting of a committee of
the Board as the case may be) duly called and constituted.
27.8.2 The resolution may be contained in one document or
Electronic Communication or in several documents or Electronic
Communications in like form, each signed or approved by one or more
of the Directors concerned.
27.8.3 For the purpose of this article 27.8:
(a) the signature or approval of a validly appointed alternate
Director (if any) shall suffice in place of the signature of the
Director appointing him; and
(b) the approval of a Director or a validly appointed alternate
Director shall be given in writing or by electronic means.
27.9 Validity of acts of directors in spite of formal defect
All acts done by a meeting of the Board, or of a committee of
the Board, or by any person acting as a Director (other than an
alternate director), shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any
Director or member of the committee, or that any of them were
disqualified or had vacated office or were not entitled to vote, be
as valid as if every such person had been duly appointed and
qualified and had continued to be a Director and had been entitled
to vote.
28. Minutes
28.1 Minutes required to be kept
The Board shall cause minutes to be made in books kept for the
purpose:
28.1.1 of all appointments of officers made by the Board;
28.1.2 of the names of all the Directors and alternate Directors
present at each meeting of the Board and of any committee of the
Board; and
28.1.3 of all resolutions and proceedings of all meetings of the
Company or any class of Members, and of the Board and any committee
of the Board.
28.2 Minutes conclusive
Any such minutes, if purporting to be signed by the chairman of
the meeting at which the proceedings were held or by the chairman
of the next succeeding meeting or the Secretary, shall be prima
facie evidence of the matters stated in them without any further
proof.
29. General powers of the Board
29.1 General powers
29.1.1 Subject to such directions (consistent with any
provisions of these Articles or of the Statutes) as may be given by
the Company in general meeting, the business of the Company shall
be managed by the Directors who, in addition to the powers and
authorities expressly conferred upon them by these Articles or
otherwise, may exercise all such powers and do all such acts and
things as may be exercised or done by the Company and as are not by
the Statutes or by these Articles required to be exercised or done
by the Company in general meeting.
29.1.2 No direction given by the Company in general meeting
shall invalidate any prior act of the Directors which would have
been valid if such direction had not been given.
29.1.3 The provisions contained in these Articles as to any
specific power of the Directors shall not be deemed to abridge,
limit or restrict the general powers given by this article
29.1.
29.2 Power to act notwithstanding vacancy
The continuing Directors (or the sole continuing Director) at
any time may act notwithstanding any vacancy in their number, but
if the number of Directors is less than the minimum number fixed by
or in accordance with these Articles, they or he may act for the
purpose of appointing a Director or Directors or calling a general
meeting to make such appointments, but not for any other purpose.
If there are no Director or Directors able or willing to act, any
two Members may summon a general meeting for the purpose of
appointing Directors. Any additional Director so appointed shall
hold office (subject to these Articles) only until the dissolution
of the annual general meeting next following such appointment
unless he is re-elected during such meeting.
29.3 Provisions for employees
The Board may exercise any of the powers conferred by the
Statutes to make provision for the benefit of any persons employed
or formerly employed by the Company or any of its subsidiary
undertakings (or any member of his family or any person who is
dependent on him) in connection with the cessation or the transfer
to any person of the whole or part of the undertaking of the
Company or any of its subsidiary undertakings. Any payments to be
made pursuant to any power exercised under this article shall be
made in accordance with section 247 of the Act.
29.4 Exercise of voting rights
The Board may exercise the voting power conferred by the shares
in any body corporate held or owned by the Company in such manner
in all respects as it thinks fit (including the exercise of that
power in favour of any resolution appointing any Director as a
director of such body corporate, or voting or providing for the
payment of remuneration to the directors of such body
corporate).
29.5 Offices including the title "director"
The Board may appoint any person to any office or employment
having a designation or title including the word "director" or
attach to any existing office or employment with the Company such a
designation or title and may terminate any such appointment or the
use of any such designation or title. The inclusion of the word
"director" in the designation or title of any such office or
employment shall not imply that the holder is a Director of the
Company, and the holder shall not be empowered in any respect to
act as, or be deemed to be, a Director of the Company for any of
the purposes of these Articles or the Statutes.
29.6 Overseas registers
Subject to the Statutes, the Board may exercise the powers
conferred on the Company with regard to the keeping of an overseas
branch, local or other register and may make and vary such
regulations as it thinks fit respecting the keeping of any such
register.
29.7 Change of name
The name of the Company may be changed by a decision of the
Board.
30. Borrowing powers
30.1 Power to borrow and give security
30.1.1 Subject to article 30.2, the Directors may exercise all
the powers of the Company to borrow or raise money on or by the
issue or sale of any bonds, debentures or securities, and upon such
terms as to time of repayment, rate of interest, price of issue or
sale, payment of premium or bonus upon redemption or repayment or
otherwise as they may in their absolute discretion think proper,
including a right for the holders of bonds, debentures or
securities to exchange the same for shares in the Company of any
class authorised to be issued.
30.1.2 Subject to article 30.2, the Directors may secure or
provide for the payment of any moneys to be borrowed or raised by a
mortgage of or charge on all or any part of the undertaking,
property or assets of the Company, both present and future, and on
any capital remaining unpaid on the shares of the Company whether
called up or not, or by any other security. The Directors may
confer on any mortgagee, chargee or person in whom any debenture or
security is vested such rights and powers as they think necessary
or expedient. The Directors may vest any property or assets of the
Company in trustees for the purpose of securing any moneys so
borrowed or raised and confer upon the trustees or any receiver to
be appointed by them or by any debenture-holder such rights and
powers as the Directors may think necessary or expedient in
relation to the undertaking, property or assets of the Company so
vested or the management or the realisation thereof or the making,
receiving, or enforcing of calls on the Members in respect of
unpaid capital, and otherwise. The Directors may make and issue
debentures to trustees for the purpose of further security, and any
such trustees may be remunerated.
30.2 Borrowing limit
The Board shall restrict the borrowings of the Company and
exercise all voting and other rights and powers of control
exercisable by the Company in respect of its subsidiary
undertakings so as to procure (but as regards its subsidiary
undertakings only so far as it can procure by such exercise) that
the aggregate principal amount at any one time outstanding in
respect of Moneys Borrowed by the Group (exclusive of Moneys
Borrowed by one Group Company from another and after deducting Cash
Deposited) shall not at any time, without the previous sanction of
an ordinary resolution of the Company, exceed an amount equal to 3
times the Adjusted Capital and Reserves.
30.3 Definitions
For the purposes of this article 30, the following definitions
shall apply:
Adjusted Capital and Reserves
a sum equal to the aggregate from time to time of:
(a) the amount paid up on the allotted or issued share capital of the Company; and
(b) the amount standing to the credit of the reserves, whether
or not distributable (including any revaluation reserve, merger
reserve, share premium account or capital redemption reserve),
after adding or deducting any balance standing to the credit or
debit of the profit and loss account of the Group
all as shown in the Relevant Balance Sheet, but after:
(i) making such adjustments as may be appropriate to reflect:
(A) any variation in the amount of the paid up share capital and
the amount standing to the credit of any of such reserves since the
date of the Relevant Balance Sheet and so that, for the purpose of
making such adjustments, if any proposed allotment of shares by the
Company for cash has been underwritten, then such shares shall be
deemed to have been allotted and the amount (including the premium)
of the subscription moneys (not being moneys payable later than six
months after the date of allotment) shall be deemed to have been
paid up to the extent so underwritten on the date when the issue of
such shares was underwritten (or, if the underwriting was
conditional, the date on which it became unconditional);
(B) any variation since the date of the Relevant Balance Sheet
of the companies comprising the Group;
(ii) excluding (so far as not already excluded):
(A) amounts attributable to the proportion of the issued equity
share capital of any subsidiary undertaking which is not
attributable, directly or indirectly, to the Company;
(B) any sum set aside for taxation (other than deferred taxation); and
(iii) deducting:
(A) sums equivalent to the book values of goodwill and other
intangible assets shown in the Relevant Balance Sheet; and
(B) the amount of any distribution declared, recommended or made
by any Group Company to a person other than a Group Company out of
profits accrued up to and including the date of (and not provided
for in) the Relevant Balance Sheet;
Cash Deposited
an amount equal to the aggregate of the amounts beneficially
owned by Group Companies which are deposited for the time being
with any bank or other person (not being a Group Company) and which
are repayable to any Group Company on demand or within three months
of such demand, subject, in the case of amounts deposited by a
partly-owned subsidiary undertaking, to the exclusion of a
proportion equal to the proportion of its issued equity share
capital which is not attributable, directly or indirectly, to the
Company;
Group Company
any company in the Group;
Moneys Borrowed
includes not only borrowings but also the following except in so
far as otherwise taken into account:
(a) the nominal amount of any issued share capital and the
principal amount of any debenture or borrowing of any person, the
beneficial interest or right to repayment of which is not for the
time being owned by a Group Company but the payment or repayment of
which is the subject of a guarantee or indemnity by a Group Company
or is secured on the assets of a Group Company;
(b) the principal amount raised by any Group Company by
acceptances or under any acceptance credit opened on its behalf by
any bank or acceptance house (not being a Group Company) other than
acceptances and acceptance credits relating to the purchase of
goods or services in the ordinary course of trading and outstanding
for six months or less;
(c) the principal amount of any debenture (whether secured or
unsecured) of any Group Company owned otherwise than by a Group
Company;
(d) the principal amount of any preference share capital of any
subsidiary undertaking owned otherwise than by a Group Company;
(e) any fixed or minimum premium payable on final repayment of
any borrowing or deemed borrowing (but any premium payable on final
repayment of an amount not to be taken into account as Moneys
Borrowed shall not be taken into account); and
(f) any fixed amount in respect of a hire-purchase agreement or
of a finance lease payable in either case by a Group Company which
would be shown at the material time as an obligation in a balance
sheet prepared in accordance with the accounting principles used in
the preparation of the Relevant Balance Sheet (and for the purpose
of this paragraph finance lease means a contract between a lessor
and a Group Company as lessee or sub-lessee where substantially all
the risks and rewards of the ownership of the asset leased or
sub-leased are to be borne by that Group Company and hire-purchase
agreement means a contract of hire-purchase between a hire-purchase
lender and a Group Company as hirer),
but do not include (in any case):
(i) moneys borrowed by any Group Company for the purpose of
repaying, within six months of being first borrowed, the whole or
any part of any moneys borrowed and then outstanding (including any
premium payable on final repayment) of that or any other Group
Company pending their application for such purpose within that
period;
(ii) moneys borrowed by any Group Company for the purpose of
financing any contract in respect of which any part of the price
receivable under the contract by that or any other Group Company is
guaranteed or insured up to an amount equal to that part of the
price receivable under the contract which is so guaranteed or
insured;
(iii) an amount equal to the moneys borrowed of any company
outstanding immediately after it becomes a Group Company, provided
that it became a Group Company during the six months preceding the
calculation;
(iv) an amount equal to the amount secured on an asset
immediately after it was acquired by a Group Company, provided that
it was acquired during the six months preceding the calculation;
and
(v) notwithstanding articles (a) to (e) above, the proportion of
moneys borrowed by a Group Company (and not owing to another Group
Company) which is equal to the proportion of its issued equity
share capital not attributable, directly or indirectly, to the
Company; and
Relevant Balance Sheet
the latest published audited consolidated balance sheet of the
Group but, where the Company has no subsidiary undertakings, it
means the latest published audited balance sheet and profit and
loss account of the Company and, where the Company has subsidiary
undertakings but there are no consolidated accounts of the Group,
it means the respective latest published audited balance sheets and
profit and loss accounts of the companies comprising the Group.
30.4 Conversion to sterling
For the purposes of calculating the aggregate amount of Moneys
Borrowed on any particular day, any sums denominated or repayable
in a currency other than sterling shall be converted for the
purpose of calculating the sterling equivalent either:
30.4.1 at the rate of exchange used for the conversion of that
currency in the Relevant Balance Sheet; or
30.4.2 if no rate was so used, at the middle market rate of
exchange prevailing at the close of business in London on the date
of the Relevant Balance Sheet; or
30.4.3 where the repayment of such sum is expressly covered by a
forward purchase contract, currency option, back-to-back loan, swap
or other arrangements taken out and entered into to reduce the risk
associated with fluctuations in exchange rates, at the rate of
exchange specified in that document,
but if the amount in sterling resulting from conversion at that
rate would be greater than that resulting from conversion at the
middle market rate prevailing in London at the close of business on
the business day immediately preceding the day on which the
calculation falls to be made, the latter rate shall apply
instead.
30.5 Auditors' report or certificate
A report or certificate of the Auditors:
30.5.1 as to the amount of the Adjusted Capital and Reserves or
the amount of Moneys Borrowed faIling to be taken into account for
the purposes of this article 30; or
30.5.2 to the effect that the limit imposed by this article 30
has not been or will not be exceeded at any particular time or
times or as a result of any particular transaction or
transactions,
shall be conclusive evidence of the amount or of that fact.
30.6 Persons dealing with the company
No lender or other person dealing with the Company shall be
concerned to see or enquire whether the limit imposed by this
article 30 is observed. No debt incurred or security given in
excess of the limit shall be invalid or ineffectual, except in the
case of express notice to the lender or recipient of the security
at the time when the debt was incurred or security given that the
limit had been or would thereby be exceeded.
31. Delegation of Board's powers
31.1 Matters reserved for the Board
The Board may from time to time identify those matters which may
not be delegated and which must be determined by the Board.
31.2 Delegation to individual directors
Save in respect of the Reserved Matters the Board may entrust to
and confer upon any Director holding an executive office any of its
powers and authorities (with power to sub-delegate) on such terms
and conditions as it thinks fit and may revoke or vary all or any
of them.
31.3 Committees
31.3.1 Save in respect of the Reserved Matters the Board may
delegate any of its powers and authorities (with power to
sub-delegate) to any committee consisting of such person or persons
(whether Directors or not) as it thinks fit, provided that:
(a) the majority of the members of the committee are Directors; and
(b) no meeting of the committee shall be quorate for the purpose
of exercising any of its powers or authorities unless a majority of
those present are Directors.
31.3.2 The Board may make any such delegation on such terms and
conditions as it thinks fit and may revoke or vary any such
delegation and discharge any committee wholly or in part. Any
committee so formed shall, in the exercise of the powers and
authorities so delegated, conform to any regulations that may be
imposed on it by the Board.
31.3.3 The proceedings of a committee with two or more members
shall be conducted in accordance with any regulations imposed on it
by the Board and (subject to such regulations) in accordance with
these Articles regulating the proceedings of the Board so far as
they are capable of applying. Where the Board resolves to delegate
any of its powers, authorities and discretions to a committee and
such resolution states that the committee shall consist of any one
or more unnamed Directors, it shall not be necessary to give notice
of a meeting of such committee to any Directors other than the
Director or Directors who form the committee.
31.4 Local boards
31.4.1 Save in respect of the Reserved Matters:
(a) the Board may establish any local or divisional board or
agency for managing any of the affairs of the Company whether in
the United Kingdom or elsewhere and may appoint any persons to be
members of a local or divisional board, or to be managers or
agents, and may fix their remuneration; and
(b) the Board may delegate to any local or divisional board,
manager or agent any of its powers and authorities (with power to
sub-delegate) and may authorise the members of any local or
divisional board or any of them to fill any vacancies and to act
notwithstanding vacancies.
31.4.2 Any appointment or delegation under this article 31.4 may
be made on such terms and subject to such conditions as the Board
thinks fit and the Board may remove any person so appointed, and
may revoke or vary any delegation.
31.5 Powers of attorney
The Board may, by power of attorney or otherwise, appoint any
person to be the agent of the Company on such terms (including
terms as to remuneration) as it may decide and may delegate to any
person so appointed any of its powers and authorities (with power
to sub-delegate). The Board may remove any person appointed under
this article 31.5 and may revoke or vary the delegation.
32. Directors' interests
32.1 Director may hold office of profit under and may contract with Company
32.1.1 Subject to article 32.3, a Director may hold any other
office or place of profit in the Company, except that of Auditor,
in conjunction with the office of Director and may act by himself
or through his firm in a professional capacity to the Company and,
in any such case, on such terms as to remuneration and otherwise as
the Directors may arrange. Any such remuneration shall be in
addition to any remuneration provided for by any other provision of
these Articles.
32.1.2 No Director shall be disqualified by his office from
entering into any contract, arrangement, transaction or proposal
with the Company either in regard to such other office or place of
profit or acting in a professional capacity for the Company or as
seller, purchaser or otherwise.
32.1.3 Subject to the provisions of the Statutes and save as
provided in any such contract, arrangement, transaction or
proposal, no such contract, arrangement, transaction or proposal
entered into by or on behalf of the Company in which any Director
or person connected with him is in any way interested, whether
directly or indirectly, shall be avoided, nor shall any Director
who enters into any such contract, arrangement, transaction or
proposal or who is so interested be liable to account to the
Company for any profit realised by any such contract, arrangement,
transaction or proposal by reason of such Director holding that
office or of the fiduciary relationship established by such
arrangement but the nature and extent of his interest shall be
disclosed by him in accordance with the Statutes.
32.2 Director's ability to vote on interested transactions
32.2.1 Save as provided in this article 32.2, a Director shall
not vote in respect of any contract, arrangement, transaction or
proposed contract, transaction or arrangement or any other proposal
whatever in which he (together with any person connected (within
the meaning of section 252 of the Act) with him) has any material
interest otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through the
Company.
32.2.2 Subject to article 33.5, a Director shall (in the absence
of some other material interest than is indicated below) be
entitled to vote (and be counted in the quorum) in respect of any
resolution concerning any of the following matters, namely:
(a) the giving of any security, guarantee or indemnity to him in
respect of money lent or obligations incurred by him, or any other
person, at the request of or for the benefit of the Company or any
of its subsidiary undertakings;
(b) the giving of any security, guarantee or indemnity to a
third party in respect of a debt or obligation of the Company or
any of its subsidiary undertakings for which he himself has assumed
responsibility in whole or in part either alone or jointly with
others, under a guarantee or indemnity or by the giving of
security;
(c) any proposal, contract, arrangement or transaction
concerning an offer of shares or debentures or other securities of
or by the Company or any of its subsidiary undertakings for
subscription or purchase in which offer he is or may be entitled to
participate as a holder of securities or is to be interested as a
participant in the underwriting or sub-underwriting thereof;
(d) any contract, arrangement, transaction or other proposal
concerning any other company in which he is interested, directly or
indirectly and whether as an officer or member or otherwise
howsoever provided that he (together with any person connected
(within the meaning of section 252 of the Act) with him) is not the
holder of or interested in 1% or more of any class of the equity
share capital of such company (or of any third company through
which his interest is derived) or of the voting rights available to
members of the relevant company (any such interest being deemed for
the purpose of this article 32.2 to be a material interest in all
circumstances);
(e) any contract, arrangement, transaction or other proposal
concerning the adoption, modification or operation of a pension,
superannuation or similar fund or scheme, a retirement, death or
disability benefits fund or scheme or an employees' share scheme
which has been approved by or is subject to and conditional upon
approval by HM Revenue & Customs for taxation purposes or does
not accord to any Director as such any privilege or benefit not
awarded to the employees to which such fund or scheme relates;
or
(f) any proposal concerning the grant, purchase and/or
maintenance of any insurance for the benefit of Directors or for
the benefit of persons including Directors.
32.3 Director's interest in own appointment
A Director shall not vote or be counted in the quorum at a
meeting in respect of any resolution of the Board or a committee of
the Board concerning his own appointment (including fixing or
varying its terms), or the termination of his own appointment, to
an office or place of profit with the Company or any other company
in which the Company is interested but, where proposals are under
consideration concerning the appointment (including fixing or
varying its terms), or the termination of the appointment, of two
or more Directors to offices or places of profit with the Company
or any other company in which the Company is interested, those
proposals may be divided and a separate resolution may be put in
relation to each Director and, in that case, each of the Directors
concerned (if not otherwise debarred from voting under this
Article) shall be entitled to vote (and be counted in the quorum)
in respect of each resolution unless it concerns his own
appointment or the termination of his own appointment.
32.4 Chairman's ruling conclusive on Director's interest
If any question arises at any meeting as to the entitlement of
any Director (other than the chairman of the meeting) to vote or be
counted in the quorum, and the question is not resolved by that
Director voluntarily agreeing to abstain from voting or being
counted in the quorum, the question shall be referred to the
chairman of the meeting and his ruling in relation to the Director
concerned shall be final and conclusive.
32.5 Directors' resolution conclusive on chairman's interest
If any question arises at any meeting as to the entitlement of
the chairman to vote or be counted in the quorum, and the question
is not resolved by the chairman voluntarily agreeing to abstain
from voting or being counted in the quorum, the question shall be
decided by a resolution of the Directors present at the meeting
(excluding the chairman) and the resolution shall be final and
conclusive.
32.6 Suspension of relaxation of provisions concerning Directors' interests
Subject to the Act and to the Regulatory Requirements, the
Company may by ordinary resolution suspend, vary or relax any
provision in these Articles concerning the Directors' interests in
relation to the Company, either generally or in respect of any
particular matter, or ratify any contract, arrangement or other
proposal not authorised by reason of a contravention of any such
provision.
32.7 Interests of connected persons and alternates
32.7.1 For the purpose of this article 32 and article 33, an
interest of a person who is, for the purposes of section 252 of the
Act, connected with a Director shall be treated as such Director's
interest and, in relation to an alternate Director, an interest of
his appointor shall be treated as that such alternate's
interest.
32.7.2 This article 32 and article 33 applies to an alternate
Director as if he were a Director otherwise appointed.
33. Authorisation of Director's conflict of interest
33.1 The Directors may, in accordance with the requirements set
out in this article 33, authorise any matter or situation proposed
to them by any Director which would, if not authorised, involve a
Director breaching his duty under section 175 of the Act to avoid
conflicts of interest (a Conflict).
33.2 Any authorisation under this article will be effective only if:
33.2.1 the matter in question shall have been proposed by any
Director for consideration at a meeting of Directors in the same
way that any other matter may be proposed to the Directors under
the provisions of these Articles or in such other manner as the
Directors may determine;
33.2.2 any requirement as to the quorum at the meeting of the
Directors at which the matter is considered is met without counting
the Director in question; and
33.2.3 the matter was agreed to without the Director in question
or would have been agreed to if his vote had not been counted.
33.3 Any authorisation of a Conflict under this article 33 may
(whether at the time of giving the authorisation or
subsequently):
33.3.1 extend to any actual or potential conflict of interest
which may reasonably be expected to arise out of the matter so
authorised;
33.3.2 be subject to such terms and for such duration, or impose
such limits or conditions as the Directors may determine; and
33.3.3 be terminated or varied by the Directors at any time.
This will not affect anything done by the Director prior to such
termination or variation in accordance with the terms of the
authorisation.
33.4 In authorising a Conflict the Directors may decide (whether
at the time of giving the authorisation or subsequently) that if a
Director has obtained any information through his involvement in
the Conflict otherwise than as a Director of the Company and in
respect of which he owes a duty of confidentiality to another
person, the Director is under no obligation to:
33.4.1 disclose such information to the Directors or to any
Director or other officer or employee of the Company; or
33.4.2 use or apply any such information in performing his duties as a Director,
where to do so would amount to a breach of that confidence.
33.5 Where the Directors authorise a Conflict they may (whether
at the time of giving the authorisation or subsequently) provide
that the Director:
33.5.1 is excluded from discussions (whether at meetings of
Directors or otherwise) related to the Conflict;
33.5.2 is not given any documents or other information relating to the Conflict; and
33.5.3 may or may not vote (or may or may not be counted in the
quorum) at any future meeting of Directors in relation to any
resolution relating to the Conflict.
33.6 Where the Directors authorise a Conflict:
33.6.1 the relevant Director will be obliged to conduct himself
in accordance with any terms imposed by the Directors in relation
to the Conflict; and
33.6.2 the Director will not infringe any duty he owes to the
Company by virtue of sections 171 to 177 of the Act provided he
acts in accordance with such terms, limits and conditions (if any)
as the Directors impose in respect of its authorisation.
33.7 A Director may, notwithstanding his office, be a director
or other officer of, or employed by or otherwise interested in any
other Group company and no authorisation under article 33.1, shall
be necessary in respect of such interest.
33.8 A Director is not required, by reason of being a director
(or because of the fiduciary relationship established by reason of
being a director), to account to the Company for any remuneration,
profit or other benefit which he derives from or in connection with
a relationship involving a Conflict which has been authorised by
the Directors or by the Company in general meeting (subject in each
case to any terms, limits or conditions attaching to that
authorisation) and no contract shall be liable to be avoided on
such grounds.
34. Secretary
34.1 Subject to the provisions of the Statutes, the Board may
appoint the Secretary for such term, at such remuneration and on
such conditions as it may think fit. Any Secretary so appointed may
be removed by the Board, but without prejudice to any claim for
damages for breach of any contract of service between him and the
Company. If thought fit, two or more persons may be appointed as
joint secretaries.
34.2 The Directors may at any time and from time to time appoint
any person to be an assistant or deputy secretary of the Company
and anything authorised or required by these Articles or by law to
be done by or to the secretary may be done by or to any such
assistant or deputy secretary. Any assistant or deputy secretary so
appointed may be removed by the Directors.
35. Authentication of documents
35.1 Power to authenticate
Any Director, the Secretary or any person appointed by the Board
for the purpose shall have power to authenticate, and to certify as
true, copies of and extracts from:
35.1.1 any document comprising or affecting the constitution of the Company;
35.1.2 any resolution passed by the Company or the Board or any committee; and
35.1.3 any books, records, documents and accounts relating to the business of the Company.
35.2 Documents not kept at the registered office
Where any books, records, documents or accounts are elsewhere
than at the Office, the local manager or other officer of the
Company having their custody shall be deemed to be a person
appointed by the Board for the purposes of article 35.1.
35.3 Certification conclusive
A document purporting to be a copy of a resolution, or an
extract from the minutes of a meeting of the Company, the Board or
any committee which is certified pursuant to article 35.1 shall be
conclusive evidence in favour of all persons dealing with the
Company that such resolution has been duly passed or, as the case
may be, that any minute so extracted is a true and accurate record
of proceedings at a duly constituted meeting.
36. Dividends
36.1 Declaration of dividends by the Company
Subject to the Statutes, the Company may, by ordinary
resolution, declare dividends to be paid to the Members according
to their respective rights and interests in the profits of the
Company. No dividend shall exceed the amount recommended by the
Board.
36.2 Fixed and interim dividends
Subject to the Statutes, the Board may pay such interim
dividends (including any dividend payable at a fixed rate) as
appears to the Board to be justified by the financial position of
the Company. If the share capital of the Company is divided into
different classes, the Board may pay such interim dividends on
shares which rank after shares conferring preferential rights with
regard to dividend as well as on shares conferring preferential
rights, unless at the time of payment any preferential dividend is
in arrears. If the Board acts in good faith, none of the Directors
shall incur any liability to the holders of shares conferring
preferential rights for any loss such holders may suffer in
consequence of the payment of an interim dividend on any shares
ranking after those with preferential rights.
36.3 Apportionment of dividends
Except insofar as the rights attaching to, or the terms of issue
of, any shares otherwise provide:
36.3.1 all dividends shall be declared and paid according to the
amounts paid up (other than amounts paid up in advance of calls) on
the shares in respect of which the dividend is paid; and
36.3.2 all dividends shall be apportioned and paid pro rata
according to the amounts paid up on the shares during any portion
or portions of the period in respect of which the dividend is
paid.
36.4 Entitlement to dividends
Every dividend shall belong and be paid (subject to the
Company's lien) to those Members who shall be on the Register at
the date fixed by the Directors for the purpose of determining the
persons entitled to such dividend (whether the date of payment or
some other date) notwithstanding any subsequent transfer or
transmission of shares.
36.5 Currency
The Board may agree with any Member that at the Member's sole
cost, dividends which may be declared or become due on his shares
in one currency shall be paid or satisfied in another. The basis
for the conversion shall be the commercial spot rate as at the date
of declaration of the dividend as published by the Company's bank,
unless the Board, in its sole discretion agrees an alternative
basis of conversion.
36.6 Method of payment
The Company may pay any dividend or other sum payable in respect
of a share:
36.6.1 in cash;
36.6.2 by cheque or dividend warrant payable to the holder or person entitled to payment;
36.6.3 by direct debit, bank or other funds transfer system or
by such other electronic means (including, in the case of an
Uncertificated Share, a Relevant System) to such account as the
holder or person entitled to payment may notify to the Company for
the purpose; or
36.6.4 by any other method as may be agreed between the Company
and the holder or person entitled to payment.
36.7 Joint entitlement
If two or more persons are registered as joint holders of a
share, or are jointly entitled by transmission or otherwise to a
share, the Company may:
36.7.1 pay any dividend or other moneys payable in respect of
the share to any one of them and any one of them may give an
effective receipt for that payment; and
36.7.2 for the purposes of this article 36.7, rely in relation
to the share on the written direction, designation or agreement of,
or notice to the Company by, any one of them.
36.8 Payment by post
Any cheque or dividend warrant may be sent by post to the
registered address of the holder (or, in the case of joint holders,
to the registered address of that person whose name stands first in
the Register in respect of the relevant share) or to such other
address as the holder or person entitled to payment may notify to
the Company for the purpose.
36.9 Discharge to Company and risk
Every cheque or warrant is sent, and payment in any other way is
made, at the risk of the person or persons entitled to it and the
Company shall not be responsible for any sum lost or delayed when
it has sent or transmitted the sum in accordance with these
Articles. Clearance of a cheque or warrant or transmission of funds
through a bank or other funds transfer system or by such other
electronic means as is permitted by these Articles shall be a good
discharge to the Company.
36.10 Dividends not to bear interest
Unless otherwise provided by the rights attached to the share,
no dividend or other moneys payable by the Company on or in respect
of any share shall bear interest as against the Company.
36.11 Deductions and withholding
36.11.1 The Directors may deduct from any dividend or other
moneys payable to any Member on or in respect of a share all such
sums as may be due from him to the Company on account of calls or
otherwise in relation to shares of the Company.
36.11.2 The Directors may withhold any dividend or other moneys
payable to any Member on or in respect of shares representing at
least 0.25% of the shares of the relevant class if such Member or
any person appearing to be interested in any such shares has been
duly served with, but is in default in complying with, a Section
793 Notice in accordance with article 8 in respect of such shares.
Any such dividend or other moneys so withheld shall be paid to the
Member entitled to them within seven days after the earlier of the
occurrence of the two events described in articles 8.4.2 and
8.4.3.
36.11.3 Any dividends or other moneys withheld pursuant to this
article 36.11 shall not bear interest as against the Company.
Pending payment, the dividends may be invested or otherwise made
use of by the Directors for the benefit of the Company and the
Company shall not be constituted a trustee in respect of them.
36.11.4 The Directors may also withhold payment of a dividend
(or part of a dividend) payable to a person entitled by
transmission to a share until he has provided any evidence of his
right that the Directors may reasonably require.
36.12 Unclaimed dividends etc
36.12.1 All unclaimed dividends, interest or other sums payable
may be invested or otherwise made use of by the Board for the
benefit of the Company until claimed and the Company shall not be
constituted a trustee in respect of such dividends, interest or
other sums.
36.12.2 All dividends unclaimed for a period of twelve years
after having been declared or become due for payment shall be
forfeited and cease to remain owing by the Company.
36.13 Uncashed dividends
If a payment for a dividend or other sum payable in respect of a
share sent by the Company to the person entitled to it in
accordance with these Articles is left uncashed or is returned to
the Company:
36.13.1 on two or more consecutive occasions; or
36.13.2 on one occasion and reasonable enquiries have failed to
establish any new address or, with respect to a payment to be made
by a funds transfer system, a new account, for that person,
the Company shall not be obliged to send any dividends or other
sums payable in respect of that share to that person until he
notifies the Company of an address or, where the payment is to be
made by a funds transfer system, details of the account, to be used
for the purpose.
36.14 Dividends in specie
The Board may, with the authority of an ordinary resolution of
the Company, direct that payment of any dividend may be satisfied
wholly or in part by the distribution of specific assets and, in
particular, of paid up shares or debentures of any other company.
Where any difficulty arises with the distribution, the Board may
settle the difficulty as it thinks fit and, in particular, may:
36.14.1 issue fractional certificates (or ignore fractions);
36.14.2 fix the value for distribution of the specific assets or any part of them;
36.14.3 determine that cash payments be made to any Members on
the basis of the value so fixed in order to secure equality of
distribution; and
36.14.4 vest any of the specific assets in trustees on such
trusts for the persons entitled to the dividend as the Board may
think fit.
36.15 Scrip dividends
36.15.1 The Board may, with the authority of an ordinary
resolution of the Company and in accordance with the following
provisions of this article 36.15, offer any holders of shares the
right to elect to receive further new shares credited as fully paid
instead of cash in respect of all (or some part) of any dividend
specified by the ordinary resolution (Scrip Dividend).
36.15.2 The ordinary resolution may specify a particular
dividend (whether or not already declared) or may specify all or
any dividends declared within a specified period, but such period
may not end later than five years after the date of the meeting at
which the ordinary resolution is passed.
36.15.3 The entitlement of each holder of shares to new shares
shall be such that the value of the entitlement shall be as nearly
as possible equal to (but not greater than) the cash amount which
would otherwise have been paid (disregarding the amount of any
associated tax credit).
36.15.4 For the purposes of article 36.15.3 the value of the new shares shall be:
(a) equal to the average middle-market quotation for Ordinary
Shares, adjusted if necessary for the proposed dividend, as
published by the London Stock Exchange plc (or as established from
such other source as the Board considers appropriate) for the 5
business days immediately preceding or following the announcement
of the cash dividend to which the Scrip Dividend relates, as the
Board may decide; or
(b) calculated in such manner as may be determined by or in
accordance with the ordinary resolution,
and a certificate or report by the Auditors as to the value of a
new share in respect of any Scrip Dividend shall be conclusive.
36.15.5 The Board shall give notice to the holders of shares of
their rights of election in respect of the Scrip Dividend and shall
specify the procedure to be followed in order to make an
election.
36.15.6 The Board shall not proceed with a Scrip Dividend unless
the Company has sufficient undistributed profits or reserves to
give effect to elections which could be made to receive that Scrip
Dividend.
36.15.7 The Board may decide that the right to elect for any
Scrip Dividend shall not be made available to Members resident in
any territory where, in the opinion of the Board, compliance with
local laws or regulations would be impossible or unduly
onerous.
36.15.8 The Board may from time to time establish or vary a
procedure for election mandates, under which a holder of shares
may, in respect of any future dividends for which a right of
election pursuant to this article 36.15 is offered, elect to
receive shares in lieu of such dividend on the terms of such
mandate.
36.15.9 The dividend, or that part of it in respect of which an
election for the Scrip Dividend is made, shall not be payable in
cash and instead new shares shall be allotted in accordance with
elections duly made. The Board shall capitalise a sum out of such
sums available for the purpose equal to the aggregate nominal
amount of the new shares to be allotted and apply it in paying up
in full the appropriate number of new shares.
36.15.10 The new shares so allotted shall rank pari passu in all
respects with the fully paid shares then in issue except as regards
participation in the relevant dividend.
36.15.11 No fractions of a share shall be allotted. The Board
may make such provisions as it thinks fit for fractional
entitlements including:
(a) payment in cash to holders in respect of their fractional entitlements;
(b) provision for the accrual, retention or accumulation of all
or part of the benefit of fractional entitlements to or by the
Company or by or on behalf of any holder; and/or
(c) the application of any accrual, retention or accumulation to
the allotment of fully paid shares to any holder.
36.15.12 The Board may do all acts and things it considers
necessary or expedient to give effect to the provisions of a Scrip
Dividend election and the issue of any shares in accordance with
the provisions of this article 36.15.
37. Reserves and capitalisation
37.1 Reserves
The Board may, before recommending any dividend (whether
preferential or otherwise), carry to reserve out of the profits of
the Company such sum as it thinks fit. All sums standing to reserve
may be applied from time to time, at the discretion of the Board,
for any purpose to which the profits of the Company may properly be
applied, and pending such application may either be employed in the
business of the Company or be invested in such investments as the
Board thinks fit. The Board may divide the reserve into such
special funds as it thinks fit, and may consolidate into one fund
the whole or any part of such special funds. The Board may also,
without placing them to reserve, carry forward any profits which it
may think prudent not to distribute.
37.2 Capitalisation of reserves and profits
The Board may, with the authority of an ordinary resolution of
the Company, resolve to capitalise any sum standing to the credit
of any reserve or other fund of the Company (including share
premium account and capital redemption reserve) or any sum standing
to the credit of profit and loss account not required for the
payment of any preferential dividend (whether or not it is
available for distribution) and may:
37.2.1 appropriate that sum as capital to the holders of shares
in proportion to the nominal amount of the share capital held by
them respectively and apply that sum on their behalf:
(a) in paying up the whole or part of any amounts which are
unpaid in respect of any issued shares in the Company held by them
respectively; or
(b) in paying up in full any shares or debentures of the Company
of a nominal amount equal to that sum and allot the shares or
debentures credited as fully paid to those Members, or as they may
direct, in those proportions; or
(c) otherwise as directed by the resolution,
provided that the share premium account and the capital
redemption reserve and any sum not available for distribution in
accordance with the Statues may only be applied in paying up shares
to be allotted credited as fully paid up;
37.2.2 resolve that any shares so allotted to any Member in
respect of a holding by him of any partly paid shares shall, so
long as the shares remain partly paid, rank for dividends only to
the extent that such partly paid shares rank for dividends;
37.2.3 where shares or debentures become distributable in
fractions under this article 37.2, make such provision as they
think fit in relation to fractional entitlements including:
(a) the issue of fractional certificates;
(b) ignoring fractions; or
(c) accruing the benefit of fractions to the Company rather than to the Members concerned;
37.2.4 authorise any person to enter into an agreement with the
Company on behalf of all the Members concerned providing for
either:
(a) the allotment to the Members respectively, credited as fully
paid, of any shares, debentures or other obligations to which they
are entitled on the capitalisation; or
(b) the payment by the Company on behalf of the Members of the
amounts, or any part of the amounts, remaining unpaid on their
existing shares by the application of their respective proportions
of the sum resolved to be capitalised,
and any agreement made under that authority shall be binding on
all such Members; and
37.2.5 generally do all acts and things required to give effect to the resolution.
38. Record dates
Notwithstanding any other provision of these Articles, but
without prejudice to any rights attached to any shares and subject
to the Act, the Company or the Board may fix a date as the record
date by reference to which a dividend will be declared or paid or a
distribution, allotment or issue made, and that date may be before,
on or after the date on which the dividend, distribution, allotment
or issue is declared, paid or made. In the absence of a record date
being fixed, entitlement to any dividend, distribution, allotment
or issue shall be determined by reference to the date on which the
dividend is declared or the distribution, allotment or issue is
made.
39. Accounts
39.1 Accounting records
The Board shall cause accounting records to be kept in
accordance with the Statutes.
39.2 Inspection of records
No Member shall (in their capacity as Member) have any right to
inspect any accounting records or other books or documents of the
Company unless he is authorised to do so by statute, by order of
the court, by the Board or by ordinary resolution of the
Company.
39.3 Sending of annual accounts
Subject to the Statutes and to article 39.4 and subject to the
Company being aware of the relevant person's address, a copy of the
Company's annual accounts, together with a copy of the Directors'
report for the financial year and the Auditors' report on those
accounts shall, at least 21 Clear Days before the date of the
meeting at which copies of those documents are to be laid in
accordance with the provisions of the Statutes, be sent to every
Member, every holder of the Company's debentures and to every other
person who is entitled to receive notice of meetings from the
Company under the provisions of the Statutes or of these Articles
or, in the case of joint holders of any share or debenture, to one
of the joint holders.
39.4 Summary financial statements
Subject to the Statutes, the requirements of article 39.3 shall
be deemed satisfied in relation to any person by sending to the
person, instead of the documents referred to in that Article, a
summary financial statement derived from the Company's annual
accounts and the Directors' report, which shall be in the form and
containing the information prescribed by the Statutes.
40. Notices
40.1 Form of notices
Any notice to be given to or by any person pursuant to these
Articles (other than a notice calling a meeting of the Board) shall
be in writing or shall be given using Electronic Communications to
an address for the time being notified for that purpose to the
person giving the notice.
40.2 Methods of service
Any notice or document may be sent by the Company to any Member
by any of the following methods:
40.2.1 personally;
40.2.2 by sending it through the post in a prepaid envelope
addressed to the Member at his registered address;
40.2.3 by leaving it at his registered address;
40.2.4 by sending it by Electronic Communications to an address
for the time being notified to the Company by the Member for that
purpose or such address notified by the Company to the Member;
40.2.5 by a Relevant System; or
40.2.6 by any other means permitted by the Act.
40.3 Electronic communications
40.3.1 Documents sent in electronic form by the Company
Subject to any requirement of the Statutes and provided that the
Company has complied with all Regulatory Requirements, the Company
may send any documents or notices to its Members in electronic form
and such documents or notices will be validly sent provided
that:
(a) the Member has agreed either generally or in respect of a
specific matter (or, in the case of a company, is deemed to have
agreed by a provision in the Act that documents or notices can be
sent in electronic form);
(b) the documents are documents to which the agreement applies; and
(c) copies of the documents are sent in electronic form to the
address notified by the Member to the Company for that purpose.
40.3.2 Documents communicated by website
(a) Subject to any requirement of the Statutes and provided that
the Company has complied with all Regulatory Requirements, the
Company may send any documents or notices to its Members by means
of a website and any such documents or notices will be validly sent
provided that:
(I) the Member has expressly agreed (generally or specifically)
that documents or notices may be sent by means of a website to him
or he has been asked (individually) to agree that documents and
notices can be sent by means of a website and the Company has
received no response to that request within 28 days from the date
on which the request was sent;
(II) the documents are documents to which the agreement applies; and
(III) the Member is notified of the presence of the documents on
the website, the address of the website, the place on the website
where the documents may be accessed and how they may be
accessed.
(b) Documents must be available on the website for a period of
not less than 28 days from the date of notification unless the
Statutes make provision for any other time period.
(c) If the documents are published on the website for a part
only of the period of time referred to in article 40.3.2(b), they
will be treated as being published throughout the period if the
failure to publish throughout that period is wholly attributable to
circumstances which it would not be reasonable to have expected the
Company to prevent or avoid.
40.4 Any other means
Any document, information or notice that is sent or supplied
otherwise than in hard copy or electronic form or by means of a
website is validly sent or supplied if it is sent or supplied in a
form or manner that has been agreed by the intended recipient.
40.5 Notice to joint holders
In the case of joint holders of a share, all notices or other
documents shall be sent to the joint holder whose name stands first
in the Register in respect of the joint holding, and any notice or
document so sent shall be deemed sufficient service to all the
joint holders.
40.6 Registered address outside the United Kingdom
Any Member with a registered address outside the United Kingdom
who gives to the Company an address within the United Kingdom at
which notices or other documents may be sent to him, or an address
to which notices or other documents may be sent using Electronic
Communications, shall be entitled (subject to the agreement of the
Company in the case of Electronic Communications) to have notices
or other documents sent to him at that address, but otherwise shall
not be entitled to receive any notice or other document from the
Company.
40.7 Deemed receipt of notice of meeting
Any Member present, either in person or by proxy, at any meeting
of the Company shall for all purposes be deemed to have received
due notice of such meeting and, where required, of the purposes for
which such meeting was convened.
40.8 Deemed service
40.8.1 A notice or other document required to be sent by the
Company to any Member, if served by post to an address in the
United Kingdom, shall be deemed to have been served one day after
(or, where second class mail is used, two days after) the envelope
containing the notice or other document is posted, and in proving
such service it shall be sufficient to prove that the envelope
containing the notice or document was properly addressed, stamped,
and duly posted.
40.8.2 A notice or other document contained in an Electronic
Communication shall be deemed to be served on the day it was sent.
Proof that a notice contained in an Electronic Communication was
sent in accordance with guidance issued by the Institute of
Chartered Secretaries and Administrators shall be conclusive
evidence that the notice or document was served. Where a document,
information or notice to be given or sent by electronic means has
failed to be transmitted after three attempts, then that notice or
other document shall nevertheless be deemed to have been sent for
the purposes of this article 40.8.2 and, without prejudice to
article 0, that failure shall not invalidate any meeting or other
proceeding to which the notice or document relates.
40.8.3 A notice or other document sent by a Relevant System
shall be deemed to be served when the Company (or a participant in
the Relevant System acting on its behalf) sends the
issuer-instruction (as defined in the Regulations) relating to the
notice or document.
40.8.4 A notice given by advertisement shall be deemed to have
been given or served on the day on which the advertisement is
published in accordance with article 40.12.
40.8.5 Where a document, information or notice is sent or
supplied by means of a website, it is deemed to have been received
by the recipient when the material was first made available on the
website or, if later, when the recipient received (or is deemed to
have received) notice of the fact that the material was available
on the website.
40.9 Notice binding on transferees
Every person who by operation of law, transfer or other means
becomes entitled to any share shall be bound by any notice in
respect of that share (other than a notice issued in accordance
with article 8 or section 793 of the Act) which, before his name
and address are entered in the Register, has been duly sent to the
person from whom he derives his title.
40.10 Disruption of postal services
If at any time, by reason of the suspension or curtailment of
postal services within the United Kingdom, the Company is unable
effectively to convene a general meeting by notices sent through
the post, a general meeting may be convened by a notice advertised
in at least one national newspaper published in the United Kingdom.
The notice shall be deemed to have been duly served on all Members
entitled to notice at noon on the day on which the advertisement
appears. In any such case, the Company shall send confirmatory
copies of the notice by post to those Members to whom notice cannot
be given by Electronic Communications if, at least 6 Clear Days
before the meeting, the posting of notices to addresses throughout
the United Kingdom again becomes practicable.
40.11 Notice to persons entitled by transmission
Any notice or other document may be sent by the Company to a
person entitled by transmission to a share by sending it in any
manner authorised by these Articles for the sending of a notice or
other document to a Member, addressed to that person by name, or by
the title of representative of the deceased or trustee of the
bankrupt or by any similar description, at the address (if any) in
the United Kingdom supplied for that purpose by or on behalf of the
person claiming to be so entitled. Until such an address has been
supplied, a notice or other document may be sent in any manner in
which it might have been sent if the death, bankruptcy or other
event giving rise to the transmission had not occurred.
40.12 Notice etc given by advertisement in certain circumstances
If at any time, by reason of suspension or curtailment of postal
services within the United Kingdom, the Company is unable
effectively to convene a general meeting by notices sent through
the post, a general meeting may be convened by a notice advertised
on the same date in at least one national United Kingdom daily
newspaper and such notice shall be deemed to have been duly served
on all Members and other persons entitled to it at 12 noon on the
day when the advertisement appears. In any such case, the Company
shall send confirmatory copies of the notice by post if, at least
seven days prior to the meeting, the posting of notices to
addresses throughout the United Kingdom again becomes
practicable.
40.13 Omission to send notice
The accidental omission to send a notice of meeting or a form of
proxy or any other document relating to a meeting to, or the
non-receipt of the notice, form of proxy or other document by, any
person entitled to receive the same shall not invalidate the
proceedings at that meeting.
40.14 Authentication of documents sent by electronic means
A document or information sent in electronic form by electronic
means by a Member or other person to the Company is sufficiently
authenticated in any manner authorised by the Act or in such other
manner approved by the Board.
41. Destruction of documents
41.1 Destruction of documents
The Company may destroy:
41.1.1 any instrument of transfer and any other document on the
basis of which an entry is made in the Register, after six years
from the date on which it is registered;
41.1.2 any dividend mandate or any variation or cancellation of
a dividend mandate or any notification of change of name or
address, after two years from the date on which it is recorded;
41.1.3 any cancelled share certificate, after one year from the
date on which it is cancelled; and
41.1.4 any paid dividend warrant or cheque, after one year from
the date of actual payment.
41.2 Presumptions
Subject to the document being destroyed in good faith and
without notice of any claim (regardless of the parties to it) to
which the document might be relevant, it shall conclusively be
presumed in favour of the Company that:
41.2.1 every entry in the Register purporting to have been made
on the basis of an instrument of transfer or other document so
destroyed was duly and properly made;
41.2.2 every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered;
41.2.3 every share certificate so destroyed was a valid
certificate duly and properly cancelled;
41.2.4 every paid dividend warrant and cheque so destroyed was duly paid; and
41.2.5 every other document mentioned in article 41.1 so
destroyed was a valid and effective document in accordance with the
particulars of it recorded in the books and records of the
Company.
41.3 Liability
Nothing in this article 41 shall be construed as imposing on the
Company or the Board any liability in respect of the destruction of
any document earlier than as stated in article 41.1 or in any other
circumstances in which liability would not attach to the Company or
the Board in the absence of this article 41.
41.4 Meaning of destruction
References in this article 41 to the destruction of any document
include references to its disposal in any manner.
42. Untraced Members
42.1 Sale of shares of untraced Members
The Company may sell, in such manner as the Board may decide and
at the best price it considers to be reasonably obtainable at that
time, any share of a Member, or any share to which a person is
entitled by transmission if:
42.1.1 during a period of twelve years, at least three cash
dividends have become payable in respect of the share to be sold
and have been sent by the Company in accordance with these
Articles;
42.1.2 during that period of twelve years no cash dividend
payable in respect of the share has been claimed, no cheque,
warrant, order or other payment of a dividend has been cashed, no
dividend sent by means of a funds transfer system has been paid and
no communication has been received by the Company from the Member
or the person entitled by transmission to the share;
42.1.3 on or after the expiry of that period of twelve years,
the Company has published advertisements both in a national
newspaper and in a newspaper circulating in the area of the last
known address of the Member or person entitled by transmission to
the share or the address at which notices may be given in
accordance with these Articles, in each case giving notice of its
intention to sell the share;
42.1.4 during the period of three months following the
publication of the later of those advertisements and after that
period until the exercise of the power to sell the share, the
Company has not received any communication from the Member or the
person entitled by transmission to the share; and
42.1.5 if the share is listed on AIM or the Official List of the
London Stock Exchange, notice has been given to the London Stock
Exchange plc of the Company's intention to make such a sale.
42.2 Further shares
The Company's power of sale shall extend to any further share
which, on or before the date of publication of the first
advertisement pursuant to article 42.1.3, is issued in right of a
share to which article 42.1 applies (or in right of any share to
which this article 42 applies) if the conditions set out in
articles 42.1.1 to 42.1.5 are satisfied in relation to the further
share (but as if the references to a period of twelve years were
references to a period beginning on the date of allotment of the
further share and ending on the date of publication of the first of
the advertisements referred to above).
42.3 Transfer on sale
To give effect to a sale under this article 42, the Board
may:
42.3.1 if the share is a Certificated Share, authorise any
person to execute an instrument of transfer in respect of the share
to, or in accordance with the directions of, the buyer; or
42.3.2 if the share is an Uncertificated Share, exercise any of
the Company's powers under article 9.5 to effect the sale of the
share to, or in accordance with the directions of, the buyer.
The buyer shall not be bound to see to the application of the
purchase money nor shall his title to the share be affected by any
irregularity in, or invalidity of, the proceedings relating to the
sale.
42.4 Application of proceeds of sale
42.4.1 The Company shall account to the person entitled to the
share at the date of sale for a sum equal to the net proceeds of
sale and shall be deemed to be his debtor, and not a trustee for
him, in respect of them.
42.4.2 Pending payment of the net proceeds of sale to such
person, the proceeds may either be employed in the business of the
Company or invested in such investments as the Board may from time
to time decide.
42.5 No interest shall be payable in respect of the net proceeds
and the Company shall not be required to account for any moneys
earned on the net proceeds.
42.6 Power to stop sending documents etc to untraced Shareholders
If three separate documents, notices or information have been
sent on consecutive occasions through the post to any Member at any
address specified in article 40, whether the documents notices or
information are duplicates of ones originally sent using electronic
means that failed to be transmitted electronically or ones that
were originally sent by post, and have been returned undelivered,
such Member shall not after that be entitled to receive documents,
notices or other information from the Company until he shall have
communicated with the Company and supplied in writing to the Office
a new address as specified in article 40 or, in so far as the
Company intends to send or supply any document, notice or other
information using electronic means and the Member has agreed
(generally or specifically) to the sending or supply of that
document, notice or information by electronic means, an address for
that purpose.
43. Winding up
If the Company is wound up, the liquidator may, with the
authority of a special resolution of the Company and any other
authority required by the Statutes:
43.1 divide among the Members in specie the whole or any part of
the assets of the Company and, for that purpose, value any assets
and determine how the division shall be carried out as between the
Members or different classes of Members; or
43.2 vest the whole or any part of the assets in trustees upon
such trusts for the benefit of Members as the liquidator shall
think fit, but no Member shall be compelled to accept any assets
upon which there is any liability.
44. Indemnity, provision of funds and insurance
44.1 Indemnity against claims in result of shares
44.1.1 Whenever any law for the time being of any country, state
or place imposes or purports to impose any immediate or future or
possible liability on the Company to make any payment, or empowers
any government or taxing authority or government official to
require the Company to make any payment, in respect of any shares
held either jointly or solely by any Member or in respect of any
dividends or other monies due or payable or accruing due or which
may become due or payable to such Member by the Company or in
respect of any such shares or for or on account or in respect of
any Member in consequence of:
(a) the death of such Member;
(b) the non-payment of any income tax or other tax by such
Member in respect of any shares in the Company or dividend or other
payment in respect of such shares; or
(c) the non-payment of any estate, probate, succession, death,
stamp or other tax or duty by the executor or administrator of such
Member or by or out of his estate
the Company in every such case:
(d) shall be fully indemnified by such Member or his executor or
administrator from all liability arising by virtue of such law;
and
(e) may recover as a debt due from such Member or his executor
or administrator (wherever constituted or residing) any monies paid
by the Company under or in consequence of any such law, together
with interest on such monies at the rate of 15% per annum from the
date of payment to the date of repayment.
44.1.2 Nothing contained in this article 44.1 shall prejudice or
affect any right or remedy which any law may confer or purport to
confer on the Company and, as between the Company and every such
Member as aforesaid, his executor, administrator, and estate
wherever constituted or situated, any right or remedy which such
law shall confer or purport to confer on the Company shall be
enforceable by the Company.
44.2 Indemnity
44.2.1 Subject to article 44.2.2, but without prejudice to any
indemnity to which a relevant officer is otherwise entitled:
(a) each relevant officer shall be indemnified out of the
Company's assets against all costs, charges, losses, expenses and
liabilities incurred by him as a relevant officer:
(I) in the actual or purported execution and/or discharge of his
duties, or in relation to them; and
(II) in relation to the activities of the Company (or any Group
Company) as trustee of an occupational pension scheme (as defined
in section 235(6) of the Act)
including (in each case) any liability incurred by him in
defending any civil or criminal proceedings, in which judgment is
given in his favour or in which he is acquitted or the proceedings
are otherwise disposed of without any finding or admission of any
material breach of duty on his part or in connection with any
application in which the court grants him, in his capacity as a
relevant officer, relief from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs of the
Company (or any [Group Company/associated company]); and
(b) the Company may provide any relevant officer with funds to
meet expenditure incurred or to be incurred by him in connection
with any proceedings or application referred to in article (a) and
otherwise may take any action to enable any such relevant officer
to avoid incurring such expenditure.
44.2.2 This article 44.2 does not authorise any indemnity which
would be prohibited or rendered void by any provision of the Act or
by any other provision of law.
44.2.3 In this article 44.2 and in article 44.3 a relevant
officer means any director or other officer or former director or
other officer of the Company or any Group Company (including any
company which is a trustee of an occupational pension scheme (as
defined by section 235(6) of the Act) but excluding in each case
any person engaged by the Company (or any Group Company) as auditor
(whether or not he is also a director or other officer), to the
extent he acts in his capacity as auditor).
44.3 Insurance
The Directors may decide to purchase and maintain insurance, at
the expense of the Company, for the benefit of any relevant officer
in respect of any loss or liability which has been or may be
incurred by that relevant officer in connection with his duties or
powers in relation to the Company, any Group Company or any pension
fund or employees' share scheme of the Company or Group
Company.
45. Company seal
45.1 Any common seal may only be used by the authority of the Directors.
45.2 The Directors may decide by what means and in what form any
common seal or securities seal is to be used.
45.3 Unless otherwise decided by the Directors, if the Company
has a common seal and it is affixed to a document, the document
must also be signed by at least one authorised person in the
presence of a witness who attests the signature. For this purpose,
an "authorised person" is:
45.3.1 any Director or Secretary; or
45.3.2 any person authorised by the Directors for the purpose of
signing documents to which the common seal is applied.
45.4 If the Company has an official seal for use abroad, it may
only be affixed to a document if its use on that document, or
documents of a class to which it belongs, has been authorised by a
decision of the Directors.
45.5 If the Company has a securities seal, it may only be
affixed to securities by the Secretary or a person authorised to
apply it to securities by the Secretary
45.6 For the purposes of these Articles, references to the
securities seal being affixed to any document include the
reproduction of the image of that seal on or in a document by any
mechanical or electronic means which has been approved by the
Directors in relation to that document or documents of a class to
which it belongs.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STREAKXAFLSXEFF
(END) Dow Jones Newswires
July 12, 2017 12:54 ET (16:54 GMT)
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