Exhibit 1.1
Company number: 477692
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
SIGNET GROUP plc
(Adopted by Special Resolution on 8 June2007)
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Articles of Association
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Company number: 477692
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
SIGNET GROUP plc
(Adopted by Special Resolution passed on 8 June 2007)
1. | Definitions | ||
(A) | In these Articles (unless the context requires otherwise) the following words have the following meanings: | ||
the 1985 Act | The Companies Act 1985 to the extent in force from timeto time; |
the 2006 Act | The Companies Act 2006 to the extent in force from timeto time; |
the Acts | The 1985 Act and the 2006 Act; |
Articles | These articles of association including any changesmade to them; |
Auditors | The auditors of the Company; |
Board | The board of Directors or the Directors present ordeemed to be present at a duly convened meeting atwhich a quorum is present; |
certificated | In relation to a share, a share which is recorded in theRegister of Members as being held in certificated form; |
clear days | In relation to the period of a notice, that period excludingthe day when the notice is given or deemed given andthe day for which it is given or on which it is to take effect; |
Company | Signet Group plc, registered in England with number477692; |
director | A director of the Company; |
electronic address | Any number or address used for the purposes of sendingor receiving notices, documents or information byelectronic means; |
electronic form | Has the meaning given in the 2006 Act; |
electronic means | Has the meaning given in the 2006 Act; |
Group | The group comprising the Company and its subsidiary undertakings (not including any parent undertaking of the Company); |
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Group Undertaking | Any undertaking in the Group, including the Company; |
holder | In relation to a share, the member whose name isentered in the Register of Members as the holder of thatshare; |
Issuer-Instruction | An issuer-instruction, as defined in the UncertificatedSecurities Regulations; |
Listing Rules | The listing rules of the UKLA made pursuant to Part VIof the Financial Services and Markets Act 2000; |
London Stock Exchange | London Stock Exchange plc; |
member | A member of the Company or, if the context so requires,a member of the Board or of any committee; |
Official List | The Official List of the UKLA; |
Operator | The Operator (as defined in the Uncertificated SecuritiesRegulations) of the Uncertificated System; |
Ordinary Shares | Ordinary shares of nine tenths of a US cent each in theCompany; |
paidorpaid up | Paid up or credited as paid up; |
Participating Security | A share or class of shares or a renounceable right ofallotment of a share, title to which is permitted to betransferred by means of an Uncertificated System inaccordance with the Uncertificated SecuritiesRegulations; |
Registered Office | The registered office of the Company; |
Register of Members | (i) the register of members kept pursuant to the Acts; or(ii) at any time whilst the Company has ParticipatingSecurities, the Company’s issuer register of members(as defined in the Uncertificated Securities Regulations)or, in relation to any uncertificated shares, theCompany’s Operator register of members (as defined inthe Uncertificated Securities Regulations), both suchregisters being kept pursuant to the UncertificatedSecurities Regulations; or (iii) as the case may be, anyoverseas branch register kept pursuant to these Articlesand in accordance with the Acts and the UncertificatedSecurities Regulations; |
Seal | The common seal of the Company or any official orsecurities seal that the Company has or may have aspermitted by the Acts; |
Secretary | The secretary of the Company or any other personappointed to perform any of the duties of the secretary ofthe Company including a joint, temporary, assistant or deputy secretary; |
share | A share in the capital of the Company; |
System-Participant | A system-participant, as defined in the UncertificatedSecurities Regulations; |
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UKLA | The Financial Services Authority in its capacity as the United Kingdom Listing Authority; |
uncertificated | In relation to a share, a share to which title is recorded in the Register of Members as being held in uncertificated form and title to which may be transferred by means of an Uncertificated System in accordance with the Uncertificated Securities Regulations; |
Uncertificated Securities Regulations | The Uncertificated Securities Regulations 2001; and |
Uncertificated System | The CREST system or any other applicable system which is a "relevant system" for the purpose of the Uncertificated Securities Regulations. |
US$, US dollars, United States dollars | Lawful currency for the time being of the United States of America. |
(B) | In these Articles: | |
(i) | words or expressions which are not defined in paragraph (A) of this Article have the same meanings (where applicable) as in the Acts; | |
(ii) | a reference to any statute or any statutory instrument or any provision of a statute or of a statutory instrument includes a reference to any modification or re-enactment of it for the time being in force and any order, regulation, instrument or other subordinate legislation made under such statute or statutory provision or under the statute under which such statutory instrument was made; | |
(iii) | words in the singular include the plural and vice versa, words importing any gender include all genders and a reference to a "person" includes any individual, firm, partnership, unincorporated association, company, corporation or other body corporate; | |
(iv) | references to "writing"or "written"include printing, typewriting, lithography,photography and any other modes of representing or reproducing words in alegible and non-transitory form and documents and information sent orsupplied in electronic form or made available on a website are "in writing" forthe purposes of these Articles; | |
(v) | a reference to an Uncertificated System is a reference to the UncertificatedSystem in respect of which the particular share or class of shares orrenounceable right of allotment of a share is a Participating Security; | |
(vi) | where an ordinary resolution is expressed to be required for any purpose, aspecial or extraordinary resolution is also effective for such purpose andwhere an extraordinary resolution is required for any purpose, a specialresolution is also effective for such purpose; and | |
(vii) | headings do not affect the interpretation of any Article. |
2. | Exclusion of Table A |
The regulations contained in Table A as prescribed under the 1985 Act, or in any equivalent table prescribed under any former enactment, do not apply to the Company. |
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(B) | A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as an extraordinary general meeting, except that: | |
(i) | no member, other than a Director, shall be entitled to notice of it or to attend it unless he is a holder of shares of that class; | |
(ii) | no vote may be given except in respect of a share of that class; | |
(iii) | the quorum at the meeting other than an adjourned meeting shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of that class and at an adjourned meeting the quorum shall be one person holding shares of that class or his proxy; and | |
(iv) | a poll may be demanded by any member present in person or by proxy and entitled to vote at the meeting and on a poll each member shall have one vote for every share of that class of which he is the holder. | |
(C) | For the purpose of these Articles, a general meeting at which no holder of a share other than an ordinary share may, in his capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares. | |
(A) | If, as the result of a consolidation and division or a sub-division of shares, fractions of shares become attributable to members, the Board may on behalf of the members deal with the fractions as it thinks fit, including (without limitation) in either of the ways prescribed in this Article below. | |
(B) | The Board may sell shares representing the fractions to any person (including, subject to the Acts, the Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons to whom such fractions are attributable (except that if the amount due to a person is less than $5.00, or such other sum as the Board may decide, the Company may retain such sum for its own benefit). To give effect to such sale the Board may: | |
(i) | in the case of certificated shares, authorise a person to execute an instrument of transfer of shares to the purchaser or as the purchaser may direct; and |
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(A) | Subject to the Acts and these Articles and, if applicable, the requirements of the Listing Rules and the London Stock Exchange, every person (except any person in respect of whom the Company is not required by the Acts to complete and have ready for delivery a share certificate), upon becoming the holder of a certificated share is entitled, without charge, to one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares, unless the terms of issue of the shares provide otherwise. |
(B) | Where a member (other than a person in respect of whom the Company is not required by the Acts to complete and have ready for delivery a share certificate) transfers part of his shares comprised in a certificate he shall be entitled, without charge, to one certificate for the balance of certificated shares retained by him. |
(C) | The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons. Delivery of a certificate to one joint holder shall be sufficient delivery to all joint holders. |
(D) | Any certificate to which a person is entitled shall be delivered (i) in the case of issue within one month after allotment (or such longer period as the terms of issue shall provide) or (ii) in the case of a transfer of shares which are fully paid (as to nominal value and any premium) within five business days, or, where applicable, such other period as is from time to time permitted by the Listing Rules or the rules of the London Stock Exchange, after the lodgement with the Company of the relevant instrument of transfer of the shares, and (iii) in the case of a transfer of partly paid shares, within two months after the lodgement with the Company of the relevant instrument of transfer. |
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(E) | A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under the Seal, which may be affixed to or printed on it, or in such other manner as the Board may approve, having regard to the terms of issue and, where applicable, the requirements of the Listing Rules and the rules of the London Stock Exchange. |
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(A) | The Company has a first and paramount lien on each issued share (not being a share which is fully paid up as to nominal value and any premium) for all amounts payable to the Company (whether actually or contingently and whether presently payable or not) in respect of such share. | |
(B) | The lien applies to all dividends on any such share and to all amounts payable by the Company in respect of such share. It also applies notwithstanding that: | |
(i) | the Company may have notice of any equitable or other interest of any person in any such share; or | |
(ii) | any such amounts payable may be the joint debts and liabilities of both the holder of the share and one or more other persons. | |
(C) | The Board may resolve that any share be exempt wholly or in part from this Article. | |
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(i) | on its forfeiture cease to be a member (or a person entitled) in respect of it; | |
(ii) | if the share was a certificated share, surrender to the Company for cancellation the certificate for the share; |
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(a) | no cheque, warrant or money order in respect of such share sent by or on behalf of the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address in the Register of Members or other address last known to the Company, has been cashed; and |
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(B) | The demand for a poll, except on a question of adjournment, shall not prevent the continuance of the meeting, or adjourned meeting, for the transaction of any business other than the question on which a poll has been demanded. |
(C) | On a poll votes may be given in person or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. |
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(B) | The directors may allow the appointment of a proxy to be sent or supplied in electronic form subject to any conditions or limitations as the directors may specify, and where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. | |
(C) | The appointment of a proxy and any authority under which the instrument is executed or a copy of the authority certified notarially or in some other way approved by the Board) may: | |
(i) | in the case of an instrument in hard copy form be deposited at the Registered Office or at such other place in the United Kingdom as is specified in the notice convening the meeting, or in any instrument of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting, or adjourned meeting, at which the person named in the appointment of proxy proposes to vote; | |
(ii) | in the case of an appointment of proxy in electronic form (subject further to Articles 60(G) below), be received at the address specified in the notice convening the meetingorin any instrument of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting, or adjourned meeting, at which the person named in the appointment of proxy proposes to vote; | |
(iii) | in the case of a poll taken more than 48 hours after it was demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for taking the poll; | |
(iv) | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting, or adjourned meeting, to the chairman of the meeting, the Secretary or any Director, prior to the commencement of the poll, | |
and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid (unless the Board, in its absolute discretion in relation to any such appointment, waives any such requirement and decides to treat such appointment as valid). The appointment of a proxy will not be valid after twelve months from its date or the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or at an adjourned meeting in cases where the meeting was originally held within twelve months from such date. | ||
(D) | When two or more valid but differing appointments of proxy are delivered or received in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. | |
(E) | An appointment of a proxy shall be deemed (unless the contrary is stated in it) to confer authority to demand or join in demanding a poll and to vote on a resolution or a motion or an amendment of a resolution put to, or other business which may properly come before, the meeting or meetings for which it is given or any adjournment of any such meeting, as the proxy thinks fit. Such appointment shall not confer any further right to speak at the meeting, or adjourned meeting, except with the permission of the chairman of the meeting. |
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(F) | The Board may at the expense of the Company send or make available instruments of proxy or invitations to appoint a proxy to the members by post, by electronic means or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting, at any separate meeting of the holders of any class of shares, at any adjourned meeting or on any poll, either in blank or nominating as proxy any one or more of the Directors or any other person. If for the purpose of any meeting instruments of proxy or 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 notice of such meeting and to vote at it. The accidental omission, or the failure due to circumstances beyond the Company's control, to send or make available such an instrument of proxy or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting, or adjourned meeting, shall not invalidate the proceedings at that meeting. | |
(G) | Any instrument appointing a proxy may be delivered by facsimile transmitted to an electronic address (if any) specified by the Company pursuant to paragraph (C)(ii) of this Article, provided that: | |
(i) | the chairman of the meeting or the Secretary or any other person authorised by the Board determines in his sole discretion (such determination to be conclusive) that such facsimile has been transmitted in an acceptable manner (including that the copy of the original instrument of proxy contained in the facsimile is complete and is legible); and | |
(ii) | (in the event that the Board so resolves) the original instrument of proxy (of which the facsimile is a copy) is delivered to the place (but not electronic address) or person identified in paragraphs (C) (i), (iii) or (iv) (as applicable) of this Article by not later than one hour before the time appointed for the holding of the meeting or adjourned meeting or for the taking of the poll (as applicable). | |
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(A) | For the purpose of this Article: | ||
(i) | "Exempt Transfer"means, in relation to shares held by a member: | ||
(a) | a transfer pursuant to acceptance of a takeover bid (within the meaning of Part 28 of the 2006 Act) for the Company or in relation to any of its shares; | ||
(b) | a transfer in consequence of a sale made through the London Stock Exchange or any stock exchange selected by the Company outside the United Kingdom on which any shares are normally traded; or | ||
(c) | a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale in good faith of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares; | ||
(ii) | "interested"is construed as it is for the purpose of section 793 of the 2006 Act; | ||
(iii) | a person, other than the member holding a share, shall be treated as appearing to be interested in such share if the member has informed the Company that the person is or may be so interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested; | ||
(iv) | reference to a person having failed to give to the Company information required by a section 793 notice, or being in default of supplying such information, includes references to his having: | ||
(a) | failed or refused to give all or any part of such information; and | ||
(b) | given information which he knows to be false in a material particular or recklessly given information which is false in a material particular; and |
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(v) | "transfer" means a transfer of a share or (where applicable) a renunciation of a renounceable letter of allotment or other renounceable document of title relating to a share. | |||
(B) | Where notice is given by the Company under section 793 of the 2006 Act (a "section793 notice") to a member, or another person appearing to be interested in shares held by such member, and the member or other person has failed in relation to any shares (" Default Shares", which expression applies also to any shares issued after the date of the section 793 notice in respect of those shares and to any other shares registered in the name of such member at any time whilst the default subsists) to give the Company the information required within fourteen days after the date of service of the section 793 notice (and whether or not the section 793 notice specified a different period), unless the Board in its absolute discretion otherwise decides: | |||
(i) | the member is not entitled in respect of the Default Shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or at an adjourned meeting or on a poll, or to exercise other rights conferred by membership in relation to any such meeting or poll; and | |||
(ii) | where the Default Shares represent at least 0.25 per cent. in nominal value of the issued shares of their class: | |||
(a) | a dividend (or any part of a dividend) payable in respect of the Default Shares (except on a winding up of the Company) may be withheld by the Company, which shall have no obligation to pay interest on such dividend; | |||
(b) | the member shall not be entitled to elect, pursuant to Article 130 (scrip dividends) or otherwise, to receive shares instead of a dividend; and | |||
(c) | the Board may, in its absolute discretion, refuse to register the transfer of any Default Shares (subject, in the case of any uncertificated shares, to the Uncertificated Securities Regulations) unless: | |||
(1) | the transfer is an Exempt Transfer; or | |||
(2) | the member is not himself in default in supplying the information required and proves to the satisfaction of the Board that no person in default of supplying the information required is interested in any of the shares which are the subject of the transfer. | |||
(C) | The sanctions under paragraph (B) of this Article shall cease to apply seven days after the earlier of: | |||
(i) | receipt by the Company of notice of an Exempt Transfer, but only in relation to the shares transferred; and | |||
(ii) | receipt by the Company, in a form satisfactory to the Board, of all the information required by the section 793 notice. | |||
(D) | The Board may: | |||
(i) | give notice in writing to any member holding Default Shares in uncertificated form requiring the member: | |||
(a) | to change his holding of such shares from uncertificated form into certificated form within a specified period; and | |||
(b) | then to hold such Default Shares in certificated form for so long as the default subsists; and | |||
(ii) | appoint any person to take any steps, by instruction, by means of the Uncertificated System or otherwise, in the name of any holder of Default Shares as may be required to change such shares from uncertificated form into certificated form (and such steps shall be effective as if they had been taken by such holder). |
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(B) | The appointment of an alternate Director who is not already a Director shall: | |
(i) | require the approval of a majority of the Directors consisting of not less than two-thirds of all the Directors; and | |
(ii) | not be effective until his consent to act as an alternate Director in such form as the Board decides has been received at the Registered Office. | |
(C) | An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum or minimum number of Directors allowed by these Articles. | |
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(D) | In this Article, "Monies Borrowed" when used in relation to the Company and its subsidiaries shall include any fixed or minimum premium payable on final redemption or repayment but shall not include any amounts for the time being owing by any suchcompanies to any other of them and (subject to the foregoing) shall include thefollowing except to the extent otherwise taken into account: | |
(i) | the principal amount of any debentures (as defined by the Acts)notwithstanding that the same may be or have been issued in whole or part fora consideration other than cash; | |
(ii) | the outstanding amount of acceptances (not being acceptances for thepurchase or sale of goods in the ordinary course of trading) by any bank oraccepting house under any acceptance credit granted to the Company or anyof its subsidiaries; | |
(iii) | the nominal value of any issued share capital and the principal amount of anymonies borrowed the redemption or repayment of which is wholly or partlyguaranteed or secured or the subject of an indemnity given by the Companyor any of its subsidiaries except in so far as the benefit of any such guarantee,security or indemnity is held by the Company or any of its subsidiaries and sothat for this purpose the expression "guarantee" shall mean any undertakingwhether as principal or secondary debtor to answer for the debt or default ofanother person; | |
but shall not include: | ||
(iv) | amounts borrowed for the purposes of redeeming or repaying within sixmonths of first being borrowed other monies borrowed by the Company or anysubsidiary (otherwise than from the Company or any other subsidiary) pendingtheir application for that purpose within such period; or | |
(v) | the proportion of the excess outside borrowings of a partly-owned subsidiarywhich corresponds to the proportion of its equity share capital held otherwisethan by the Company or any other subsidiary and so that for this purpose theexpression "excess outside borrowings" shall mean so much of theborrowings of such partly-owned subsidiary otherwise than from the Companyand its other subsidiaries as exceeds the amounts if any borrowed from it bythe Company and its other subsidiaries; or | |
(vi) | amounts borrowed by the Company or any subsidiary for the purpose offinancing any contract to the extent that the price receivable under any suchcontract is guaranteed by the Export Credits Guarantee Department of theDepartment of Trade and Industry or other institution carrying on a similarbusiness; or | |
(vii) | monies borrowed by a company becoming a subsidiary after the date of adoption of this Article and outstanding on the date it becomes a subsidiary but so that such non-inclusion shall only apply for a period of six months from the date of such company becoming a subsidiary; or | |
(viii) | amounts due in respect of any assets leased by the Company or any subsidiary including amounts due under finance leases; or | |
(ix) | monies borrowed by a subsidiary undertaking in its capacity as a trustee of any pension fund of any Group Undertaking. | |
and, in calculating Monies Borrowed, there shall be deducted: | ||
(x) | an amount equal to the aggregate of: | |
(a) | all cash in hand and cash deposits repayable after three months or lesswith any bank or financial institution (not itself a Group Undertaking);and | ||
(b) | investments which are readily convertible into known amounts of cashwith notice of 48 hours or less, in each case beneficially owned, directly or indirectly, by a Group Undertaking and whether denominated in sterling or in a currency other than sterling; and |
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(ix) | relating to the giving of any security, guarantee or indemnity in respect of a debt or obligation of a Group Undertaking for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security; | |
(x) | relating to, or in the context of, an offer of securities by a Group Undertaking in which he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting or placing of which he is to participate; | |
(xi) | relating to a transaction or arrangement with any other company in which he is interested, directly or indirectly, provided that he is not the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (or of any other company through which his interest is derived) and not entitled to exercise one per cent or more of the voting rights available to members of the relevant company (and for the purpose of calculating the said percentage there shall be disregarded any shares held by the director as a bare or custodian trustee and in which he has no beneficial interest, and any shares comprised in any authorised unit trust scheme in which the director is interested only as a unit holder); | |
(xii) | relating to an arrangement for the benefit of employees of any Group Undertaking which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; or | |
(xiii) | concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors. | |
(A) | If any question arises at any meeting as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than the chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the chairman of the meeting. The chairman’s ruling in relation to such Director shall be conclusive and binding on all concerned (except in a case where the nature or extent of the interest of such Director, as known to him, has not been adequately disclosed to the meeting). |
(B) | If any question arises at any meeting as to the materiality of the interest of the chairman of the meeting or as to his entitlement to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by a resolution of the Directors or committee members present at the meeting (excluding the chairman), whose majority vote shall be conclusive and binding on all concerned (except in a case where the nature or extent of the interest of such chairman, as known to him, has not been adequately disclosed to the meeting). |
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(A) | Any Seal may be used only by the authority of the Board or of a committee of the Board. The Board may decide who is to sign an instrument to which the Seal is to be affixed either generally or in relation to a particular instrument or type of instrument. The Board may decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means. Unless otherwise decided by the Board: | |
(i) | share certificates and certificates issued in respect of debentures or other securities to which the Seal is affixed (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed; and | |
(ii) | every other instrument to which the Seal is affixed shall be signed by one Director and by the Secretary or a second Director. | |
(B) | Every share certificate, share warrant or certificate issued in respect of debentures or other securities shall be issued either under the Seal (which may be affixed to it or printed on by mechanical or other means) or in such other manner as the Board, having regard to the terms of issue, the Acts and, where applicable, the Listing Rules and the rules of the London Stock Exchange, may authorise. All references in these Articles to the Seal shall be construed in relation to share certificates and share warrants accordingly. | |
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(A) | Except as otherwise provided by these Articles or the rights attached to shares: | |
(i) | a dividend shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the nominal value of the shares on which the dividend is paid; and | |
(ii) | dividends shall be apportioned and paid proportionately to the amounts paid up on the nominal value of the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly. | |
(B) | Except as otherwise provided by these Articles or the rights attached to shares: | |
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(E) | The Board may 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 entitlement that the Board may reasonably require. |
(A) | The Board may, with the prior authority of an ordinary resolution and subject to such terms and conditions as the Board may determine, offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution, subject to the Acts and to the provisions of this Article. |
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(B) | An ordinary resolution under paragraph (A) of this Article may specify a particular dividend (whether or not declared), or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the fifth annual general meeting next following the date of the meeting, or adjourned meeting, at which the ordinary resolution is passed. | |
(C) | The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be the cash amount, disregarding any tax credit, (or as near to such cash amount as the Board considers appropriate) that such holder would have received by way of dividend. For this purpose, "relevant value"shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange as derived from the London Stock Exchange Daily Official List for the day on which the Ordinary Shares are first quoted "ex"the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A written confirmation or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount. | |
(D) | The Board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this Article (whether before or after the passing or the ordinary resolution referred to in paragraph (A) of this Article), including (without limitation): | |
(i) | the giving of notice to holders of the right of election offered to them; | |
(ii) | the provision of forms of election and/or a facility and a procedure for making elections through the Uncertificated System (whether in respect of a particular dividend or dividends generally); | |
(iii) | determination of the procedure for making and revoking elections; | |
(iv) | the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective; | |
(v) | the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned); and | |
(vi) | the exclusion from any offer of any holders of Ordinary Shares where the Board considers that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them. | |
(E) | The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which a valid election has been made (the "elected Ordinary Shares"). Instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined under this Article. For such purpose, the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund of the Company (including, without limitation, any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal value of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis. | |
(F) | The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other entitlement which has been declared, paid or made by reference to such record date. | |
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(G) | The Board may: | |
(i) | do all acts and things which it considers necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned; | |
(ii) | establish and vary a procedure for election mandates in respect of future rights of election and determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder of such shares; and | |
(iii) | terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally implement any scheme in relation to any such offer on such terms and conditions as the Board may from time to time determine and take such other action as the Board may deem necessary or desirable from time to time in respect of any such scheme. | |
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(A) | In respect of each financial year, a copy of the Company’s annual accounts, Directors’ report and Auditors’ report on those accounts shall be sent or supplied in accordance with Articles 137 to 141 to every member, every holder of debentures, and every other person who is entitled to receive notices of general meetings, in each case not less than twenty one clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Acts. This Article does not require copies of such documents to be sent to any share or to any person who is not entitled to receive notices of general meetings or of whose address the Company is unaware or to more than one of the joint holders of a share or debenture or of persons by transmission becoming jointly entitled to a share or debenture. |
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(B) | Where permitted in accordance with the Acts, the Company may send a summary financial statement to any member in the same manner as described in Paragraph (A) of this Article, instead of or in addition to the documents referred to in paragraph (A) of this Article. |
(A) | Any notice, document or information may (without prejudice to Article 138) be given, sent or supplied by the Company to any member either : | |
(i) | personally; or | |
(ii) | by sending it by post in a prepaid envelope addressed to the member at his registered address or postal address given pursuant to article 137(D), or by leaving it at that address, and any such notice or document to be given to or served on a member registered on an overseas branch register may be posted either from the United Kingdom or in the territory in which such branch register is maintained;or | |
(iii) | by sending it in electronic form to a person who has agreed (generally or specifically) that the notice, document or information may be sent or supplied in that form (and has not revoked that agreement); or | |
(iv) | by any other means authorised in writing by the member concerned or (in the case of a notice to a member holding uncertificated shares) by transmitting the notice through the Uncertificated System (if permitted by, and subject to, the facilities and requirements of the Uncertificated System and subject to compliance with any relevant requirements of the Listing Rules and the London Stock Exchange: or | |
(v) | subject to the provisions of the Acts, by making it available on a website, provided that the requirements in article 137(B) are satisfied. | |
(B) | The requirements referred to in article 134(A)(v) are that: | |
(i) | the member has agreed (generally or specifically) that the notice, document or information may be sent or supplied to him by being made available on a website (and has not revoked that agreement), or the member has been asked by the Company to agree that the Company may send or supply notices, documents and information generally, or the notice, document or information in question, to him by making it available on a website and the Company has not received a response within the period of 28 days beginning on the date on which the Company's request was sent and the member is therefore taken to have so agreed (and has not revoked that agreement); | |
(ii) | the member is sent a notification of the presence of the notice, document or information on a website, the address of that website, the place on that website where it may be accessed, and how it may be accessed ("notification of availability"); | |
(iii) | in the case of a notice of meeting, the notification of availability states that it concerns a notice of a company meeting, specifies the place, time and date of the meeting, and states whether it will be an annual general meeting; and | |
(iv) | the notice, document or information continues to be published on that website, in the case of a notice of meeting, throughout the period beginning with the date of the notification of availability and ending with the conclusion of the meeting and in all other cases throughout the period specified by any applicable provision of the Acts, or, if no such period is specified, throughout the period of 28 days beginning with the date on which the notification of availability is sent to the member, save that if the notice, document or information is made available for part only of that period then failure to make it available throughout that period shall be disregarded where such failure is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. | |
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(i) | by post, shall be deemed to have been received 24 hours after the time at which the envelope containing the notice was posted unless it was sent by second class post or there is only one class of post in which case it shall be deemed to have been received 48 hours after it was posted. Proof that the envelope was properly addressed, prepaid and posted shall be conclusive evidence that the notice, document or information was sent; | |
(ii) | by advertisement, shall be deemed to have been received on the day on which the advertisement appears; | |
(iii) | by electronic means, shall be deemed to have been received 24 hours after it was sent. Proof that a notice, document or information in electronic form was sent in accordance with the Institute of Chartered Secretaries and Administrators' Guidance (in issue at the time the relevant notice, document or information was sent) shall be conclusive evidence that the notice, document or information was sent; | |
(iv) | by making it available on a website, shall be deemed to have been received on the date on which notification of availability on the website is deemed to have been received in accordance with this article or, if later, the date on which it is first made available on the website. | |
(B) | A notice or document not sent by post or given by electronic means but: | |
(i) | left at a registered address or address for giving notice in the United Kingdom shall be deemed to be given or served on the day it is left; and | |
(ii) | given through the Uncertificated System shall be deemed to be given or served when the Company or any System-Participant or other relevant person acting on the Company’s behalf sends the relevant Issuer-Instruction or other relevant message in respect of such notice or document. | |
(C) | A member present either in person or by proxy, or in the case of a corporate member by a duly authorised representative, at any meeting of the Company or of the holders of any class of shares shall be deemed to have received due notice of such meeting and, where required, of the purposes for which it was called. | |
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(B) | On a winding up of the Company (whether voluntary, under supervision or by the Court) the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of such valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner. |
(C) | Any return of capital to a holder in respect of the nominal amount paid up on an Ordinary Share on a winding up of the Company shall be paid in US dollars. |
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