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No. 109849
THE COMPANIES (CONSOLIDATION) ACT 1908
AND
THE COMPANIES ACTS 1985 AND 1989
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
Enodis plc
(Adopted by Special Resolution passed on 16th January, 2002)
INTRODUCTORY
Table "A" not to apply
1. The regulations in Table A in the First Schedule to the Companies
(Consolidation) Act 1908, in Table A in the First Schedule to the Companies Act
1948 and in Table A in the Schedule to the Companies (Tables A to F) Regulations
1985 (as amended) shall not apply to Berisford plc (the "Company"), except so
far as the same are repeated or contained in these Articles.
INTERPRETATION
Interpretation
2. In these Articles the words standing in the first column of the following
table shall bear the meanings set opposite to them respectively in the second
column thereof, if not inconsistent with the subject or context:-
WORDS MEANINGS
"accounting the period for which the accounts laid before the
reference period of Company in General Meeting are made up
the Company"
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WORDS MEANINGS
"address" in relation to electronic communications, any number or
address used for the purposes of such communications
"appointment" includes election (and appoint includes elect)
"these Articles" these Articles of Association, as adopted, or as from
time to time altered in accordance with the Statutes
"board" means the directors of the Company or the directors
present or deemed to be present at a duly convened
meeting of the directors at which a quorum is present
"certificated" means, in relation to a share, a share which is
recorded in the register as being held in certificated
form
"clear days" means, in relation to a period of notice, that
period excluding the day when the notice is given or
deemed to be given and the day for which it is given or
on which it is to take effect
"communication" has the same meaning as in the Electronic
Communications Act 2000
"company" includes any body corporate (not being a corporation
sole) or association of persons, whether or not a
company within the meaning of the Companies Act 1985
"Directors" the directors for the time being of the Company
"form of includes both an instrument of proxy in written form
appointment of a and a proxy contained in an electronic communication
proxy"
"electronic has the same meaning as in the Electronic
communication" Communications Act 2000
"in writing" written, printed, typewritten or telexed, or visibly
expressed in any other mode of representing or
reproducing words, or partly one and partly another
"month" calendar month
"the Office" the registered office for the time being of the Company
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WORDS MEANINGS
"paid up" includes credited as paid up
"Register" means, unless the context otherwise requires, the
register of members kept pursuant to Section 352 of the
Companies Act 1985 and, where the context requires, any
register maintained by the Company of persons holding
any renounceable right of allotment of a share
"Seal" the common seal of the Company
"Statutes" the Companies Act 1985 and the Companies Act 1989 and
every statute (including orders, regulations or other
subordinate legislation made thereunder) for the time
being in force concerning companies so far as they
apply to the Company
"Stock Exchange a recognised clearing house or a nominee of a
nominee" recognised clearing house or of a recognised investment
exchange who is designated as mentioned in Section
185(4) of the Companies Act 1985.
"Uncertificated means the Uncertificated Securities Regulations 1995,
Securities including any modification, re-enactment or substitute
Regulations" regulations for the time being in force
"uncertificated" means, in relation to a share, a share title to which
is recorded in the register as being held in
uncertificated form and title to which, by virtue of
the Uncertificated Securities Regulations, may be
transferred by means of a relevant system
"United Kingdom" Great Britain and Northern Ireland
"year" year from 1st January to 31st December, inclusive
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Words and expressions to which a particular meaning is given by the Companies
Act 1985 in force when these Articles are (or any part of them is) adopted have
the same meaning in these Articles, except where the word or expression is
otherwise defined herein. The expressions "Operator", "participating issuer",
"participating security" and "relevant system" have the same meaning as in the
Uncertificated Securities Regulations.
All references in these Articles to the giving of instructions by means of a
relevant system shall be deemed to relate to a properly authenticated
dematerialised instruction given in accordance with the Uncertificated
Securities Regulations. The giving of such instructions shall be subject to:
(i) the facilities and requirements of the relevant system;
(ii) the extent permitted by the Uncertificated Securities Regulations;
and
(iii) the extent permitted by or practicable under the rules and practices
from time to time of the Operator of the relevant system.
Where an Ordinary Resolution of the Company is expressed to be required for any
purpose, a Special or Extraordinary Resolution is also effective for that
purpose, and where an Extraordinary Resolution is expressed to be required for
any purpose, a Special Resolution is also effective for that purpose.
References in these Articles to any statutory provision shall be construed as
including references to:-
(i) any statutory modification or re-enactment thereof;
(ii) all statutory instruments or orders made pursuant thereto; and
(iii) any statutory provisions of which such statutory provision is a
re-enactment or modification.
Unless inconsistent with the subject or context, words importing the singular
number shall include the plural number and vice versa,
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words importing the masculine gender shall include the feminine gender and words
importing persons shall include corporations and bodies of persons.
The expression "Secretary" shall (subject to the provisions of the Statutes)
include an assistant or deputy Secretary and any person appointed by the
Directors to perform any of the duties of the Secretary.
The headings and annotations are inserted for convenience only and shall not
affect the construction of these Articles.
BUSINESS
Business to be undertaken
3. Any branch or kind of business which is either expressly or by implication
authorised to be undertaken by the Company may be undertaken by the Directors at
such time or times as they shall think fit, and further may be permitted by them
to be in abeyance, whether such branch or kind of business may have been
actually commenced or not, so long as the Directors may deem it expedient not to
commence or proceed with such branch or kind of business.
Office
4. The Office shall be at such place in England or Wales as the Directors shall
from time to time appoint.
SHARES
Share Capital
5. The authorised share capital of the Company at the date of adoption of these
Articles is (pounds) 300,000,000 /1/ divided into 600,000,000 Ordinary Shares of
50 pence each.
INCREASE OF CAPITAL
Company may increase its capital
6. The Company may from time to time, by Ordinary Resolution, whether or not all
the shares for the time being authorised shall have been issued, or all the
shares for the time being issued shall have been fully paid up, increase its
capital by the creation of new shares of such amount as may be deemed expedient.
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Rights attached to new shares
7. The Ordinary Resolution of the Company creating any new shares in the capital
of the Company may, subject to the rights and privileges attached to any then
existing shares in the capital, specify rights and privileges to be attached to
such new shares and restrictions to which they shall be subject and (without
limiting the foregoing) may provide that (subject to the Statutes) the same are
to be issued on terms that they are to be redeemed or are liable to be redeemed
at the option of the Company or the shareholder and may set out the terms on and
the manner in which redemption of the same may be effected.
New shares considered as original capital
8. Subject to any direction or determination that may be given or made in
accordance with the powers contained in these Articles, all shares created on
any increase of capital shall be subject to the provisions contained herein with
reference to the payment of calls, transfer, transmission, forfeiture, lien and
otherwise as if they had been part of the original capital.
ALTERATION OF CAPITAL
Power to consolidate, sub-divide and cancel shares
9. The Company may, from time to time, by Ordinary Resolution:-
(i) consolidate and divide all or any of its share capital into shares of
a larger amount than its existing shares;
(ii) 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 amount of the shares so cancelled; and
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1. Increased by Ordinary Resolution dated 30 July 1983 from (pound)55,150,000
to (pound)69,992,819.
2. Reduced by Special Resolution dated 18 November 1988 from (pound)69,992,819
to (pound)69,842,819.
3. Increased by Ordinary Resolution dated 31 January 1994 from
(pound)69,842,819 to (pound)101,490,966.
4. Increased by Ordinary Resolution dated 23 January 1995 from
(pound)101,490,966 to (pound)172,100,000.
5. Increased by Ordinary Resolution dated 18 March 2002 from (pound)
172,100,000 to (pound) 300,000,000.
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(iii) by sub-division of its existing shares or any of them, divide its share
capital or any part thereof into shares of smaller amount than is fixed by its
Memorandum of Association, so however that in the sub-division the proportion
between the amount paid up and the amount (if any) not paid up on each such
share of smaller amount shall be the same as it was in the case of the share
from which it was derived. Any Resolution whereby any share is sub-divided may
determine that, as between the holders of the shares resulting from such
sub-division, one or more of the shares may have such preferred or other special
rights, or may have such qualified or deferred rights or be subject to such
restrictions, as compared with the other or others, as the Company has power to
attach to new shares.
Whenever as a result of any consolidation of shares any members would become
entitled to fractions of a share, the Directors may for the purpose of
eliminating such fractions (treating holdings of a member of uncertificated
shares and certificated shares of the same class as if they were separate
holdings unless the Directors decide otherwise) sell the shares representing the
fractions for the best price reasonably obtainable and distribute the proceeds
of sale in due proportion among the members who would have been entitled to the
fractions of shares, but so that the Directors may determine that any proceeds
of sale amounting to not more than (pound)3 (or such other sum as the Directors
may from time to time determine in accordance with the rules of the London Stock
Exchange Limited) may be retained for the benefit of the Company. For the
purpose of any such sale the Directors may authorise any person to transfer the
shares representing the fractions to the purchaser thereof, whose name shall
thereupon be entered in the Register as the holder of the shares, and who shall
not be bound to see to the application of the purchase money nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings
in reference to the sale.
Powers to purchase own shares and to reduce capital and capital redemption
reserve fund and share premium account
10. The Company may, from time to time:
(i) purchase its own shares (including any redeemable shares); and
(ii) by Special Resolution reduce its share capital and any capital
redemption reserve fund or share premium account,
provided that neither such purchase nor such reduction reduces its share
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capital below the authorised minimum for a public company from time to time
provided by or pursuant to the Statutes.
Procedure
11. Anything done in pursuance of either of the last two preceding Articles
shall be done in any manner provided, and subject to any conditions imposed, by
the Statutes, so far as they shall be applicable, and, so far as they shall not
be applicable, in accordance with the terms of the Resolution authorising the
same, and, so far as such Resolution shall not be applicable, in such manner as
the Directors deem most expedient.
VARIATION OF RIGHTS AND CLASS MEETINGS
Variation of rights and procedure at class meetings
12. (A) Subject to the provisions of the Statutes, all or any of the special
rights and privileges attached to any class of shares may (whether or not the
Company is being wound up) be altered or abrogated with the consent in writing
of the holders of not less than three-fourths of the issued shares of that class
or with the sanction of an Extraordinary Resolution passed at a separate general
meeting of the holders of such shares. All provisions of these Articles relating
to General Meetings of the Company shall apply to every such separate general
meeting, except that:-
(i) no member, other than a Director, is entitled to notice of it or to
attend 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 necessary quorum at any such meeting (other than an adjourned
meeting) shall be two persons holding or representing by proxy not less than
one-third in nominal amount of the issued shares of the class;
(iv) at an adjourned meeting the necessary quorum shall be one person
holding shares of the class or his proxy;
(v) the holders of shares of the class shall, on a poll, have one vote in
respect of every share of the class held by them respectively; and
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(vi) a poll may be demanded by any one holder of shares of the class
whether present in person or by proxy.
(B) Unless otherwise expressly provided by the terms of issue thereof, the
special rights or privileges attached to any class of shares shall not be deemed
to be varied or abrogated by the creation, allotment or issue of further shares
ranking pari passu with or subsequent to them or by the purchase or redemption
by the Company of its own shares in accordance with the Statutes and Article 10.
ISSUE OF UNISSUED SHARES
Unissued shares may be offered to members
13. The Company may by Ordinary Resolution (or by Special Resolution where so
required by the Statutes) resolve that the unissued shares in the capital of the
Company, or any of them, shall be offered, in the first instance, and either at
par or at a premium, to all the holders of any class of shares in the capital of
the Company, in proportion (as nearly as circumstances may permit) to the number
of shares of such class held by them respectively, or make any other provisions
as to the issue and allotment of the unissued shares or any of them.
Shares at the disposal of the Directors
14. (A) All unissued shares shall (if and to the extent authorised or
permitted by the Statutes, these Articles and any resolution of the Company
pursuant thereto) be at the disposal of the Directors, who may (subject to the
provisions of the Statutes, these Articles and any such resolution):-
(i) allot (with or without conferring a right of renunciation), grant
options over or otherwise deal with or dispose of the same to such persons, at
such times and generally on such terms as they think proper; and
(ii) issue the same with such rights and privileges attached thereto and
subject to such restrictions as they may determine and, in particular, such
shares may be issued with a preferential, qualified or deferred right to
dividends and/or in the distribution of assets of the Company and with or
without any right of voting (whether special or not) and any share may be issued
on terms that it is to be redeemed or liable to be
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redeemed at the option of the Company or the shareholder and the terms on and
the manner in which redemption of the same may be effected may be determined by
the Directors.
Allotments etc. of shares
15. The Company shall duly comply with any provisions of the Statutes regarding
the allotment, issue and paying up of share capital.
Power to pay commission and brokerage
16. (A) The Company may pay a commission to any person in consideration of his
subscribing, or agreeing to subscribe, whether absolutely or conditionally, or
procuring or agreeing to procure subscriptions, whether absolute or conditional,
for any shares in the capital of the Company, but such commission shall not
exceed the limit permitted by the Statutes. Any such commission may be paid in
whole or in part in cash. The Company may, in addition to, or in lieu of, such
commission, in consideration of any person so subscribing or agreeing to
subscribe, or of his procuring or agreeing to procure subscriptions, whether
absolute or conditional, for any shares in the Company, confer on any such
person an option to call within a specified time for a specified number or
amount of shares in the Company at a specified price being not less than par.
The payment or agreement to pay a commission or the conferring of an option
shall be in the discretion of the Directors on behalf of the Company and subject
to the provisions of the Statutes.
(B) The Company may also pay such brokerage as may be lawful.
Assets not to be applied for the purpose of the acquisition of own shares etc.
17. The Company shall not give financial assistance directly or indirectly for
the purpose of the acquisition or proposed acquisition by any person of shares
in the Company or in any holding company of the Company or for the purpose of
reducing or discharging any liability incurred by any person for the purpose of
any such acquisition of shares but nothing in this Article shall prohibit
transactions permitted by the Statutes.
Joint holders
18. The Company shall not be bound to register more than four persons as joint
holders of any share and any one of such registered joint holders may give
effectual receipts for any dividend or other moneys payable in respect of such
share.
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Exclusion of equities
19. Except as otherwise required by law or these Articles and notwithstanding
any information received by the Company pursuant to Section 212 of the Companies
Act 1985 or otherwise, no person shall be recognised by the Company as holding
any share upon any trust and the Company shall not be bound in any way to
recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any share, or any interest in any fractional part of a
share, or any other right in respect of any share, except an absolute right to
the entirety thereof in the registered holder.
Uncertificated Shares
20. (A) Subject to the Statutes, the board may resolve that a class of shares is
to become a participating security and that a class of shares shall cease to be
a participating security.
(B) Uncertificated shares of a class are not to be regarded as forming a
separate class from certificated shares of that class.
(C) A member may, in accordance with the Uncertificated Securities Regulations,
change a share of a class which is a participating security from a certificated
share to an uncertificated share and from an uncertificated share to a
certificated share.
(D) The Company may give notice to a member requiring the member to change
uncertificated shares to certificated shares by the time stated in the notice.
The notice may also state that the member may not change certificated shares to
uncertificated shares. If the member does not comply with the notice, the board
may authorise a person to change the uncertificated shares to certificated
shares in the name and on behalf of the member.
(E) While a class of shares is a participating security, these Articles only
apply to an uncertificated share of that class to the extent that they are
consistent with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a relevant
system; and
(iii) the Uncertificated Securities Regulations.
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SHARE CERTIFICATESs
Issue of certificates
21. (A) Subject to the Statutes, the Uncertificated Securities Regulations, the
rules of any relevant system and these Articles, a person (except a person to
whom the Company is not required by law to issue a certificate) whose name is
entered in the Register as a holder of a certificated share is entitled, without
charge, to receive within the earlier of:
(i) any time required by the listing rules of the London Stock Exchange;
and
(ii) two months of allotment or lodgement of a transfer to him of those
shares or within two months after the relevant Operator instruction is received
by the Company (or within any other period as the terms of issue of the shares
provide),
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, a separate certificate for each class of shares.
(B) Where a member (other than a Stock Exchange nominee) transfers part of his
shares comprised in a certificate he is 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 and delivery of a certificate to one
joint holder is sufficient delivery to all joint holders.
(D) 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 in accordance with
Article 134 or in such other manner as the board may approve, having regard to
the terms of allotment or issue of the shares and the requirements of the London
Stock Exchange Limited.
Replacement of certificates
22. (A) Any two or more certificates representing shares of any one class held
by any member may at his request be cancelled and a single new certificate for
such shares issued in lieu without charge.
(B) If any member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue
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in lieu two or more share certificates representing such shares in such
proportions as he may specify, the Directors may, if they think fit, comply with
such request subject to the payment of the Company's reasonable out of pocket
expenses in complying with such request.
(C) If a share certificate shall be damaged or defaced or alleged to have been
lost, stolen or destroyed, a new share certificate representing the same shares
may be issued to the holder upon request subject to delivery up of the old
certificate or (if alleged to have been lost, stolen or destroyed) subject to
compliance with such conditions as to evidence and indemnity as the Directors
may think fit and (in either case) to the payment of any exceptional out of
pocket expenses of the Company incidental to its investigation of the evidence
of such alleged loss, theft or destruction.
CALLS ON SHARES
Directors may make calls
23. The Directors may, subject to any conditions of allotment, from time to time
make such calls upon the members in respect of all moneys unpaid on their shares
as they think fit, provided that, except as otherwise fixed by the conditions of
application or allotment, seven days' notice at least is given of each call, and
each member shall be liable to pay the amount of every call so made upon him to
the persons and at the times and places appointed by the Directors. Any call may
be made payable in one sum or by installments and may be revoked or postponed as
the Directors may determine.
Time when made
24. A call shall be deemed to have been made at the time when the resolution of
the Directors authorising such call was passed.
Liability of joint holders
25. The joint holders of a share shall be jointly and severally liable for the
payment of all calls and installments in respect thereof.
Interest on calls
26. If a call or installment payable in respect of a share is not paid before or
on the day appointed for payment thereof, the person from whom the amount is due
shall pay interest on the amount of the call or installment, from the day
appointed for payment to the day of actual payment, at such rate as the
Directors shall from time to time determine, and shall also pay all costs,
charges and expenses which the Company may have incurred or become liable for in
order to procure payment of or in consequence of the non-payment of such
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call or installment but the Directors shall be at liberty to waive payment of
such interest, costs, charges and expenses, wholly or in part.
Sums due on allotment etc. to be treated as calls
27. Any sum which by the conditions of allotment of a share is made payable on
allotment, or at any fixed time, or by installments at any 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, the
provisions of these Articles as to payment of interest and expenses, forfeiture
and the like, and all other relevant provisions of the Statutes or of these
Articles shall apply as if such sum were a call duly made and notified as hereby
provided.
Power to differentiate
28. The Directors may make arrangements on any issue of shares for a difference
between the holders of such shares in the amounts and times of payment of calls
on their shares.
Payment of calls in advance
29. The Directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys payable upon his shares beyond
the sum actually called up thereon and, upon all or any of the moneys so paid in
advance, or so much thereof as exceeds the amount for the time being called up
on the shares in respect of which such advance has been made, the Directors may
pay or allow interest at such rate as may be agreed upon between the Directors
and the member paying such sum in advance, in addition to any dividend payable
upon such part of the shares in respect of which such advance has been made as
is actually called up. The Directors may also at any time repay the amount so
advanced upon giving to such member one month's notice in writing.
Rights suspended if payment in arrear
30. No member shall be entitled to receive any dividend, or (save as proxy for
another member) to be present or vote at any General Meeting, either personally
or by proxy, or to exercise any privilege as a member, or be reckoned in a
quorum in respect of any share held by him (whether alone or jointly with any
other person) if and so long as he shall have defaulted in payment of any call
or other sum for the time being due and payable on such share or any interest or
expenses (if any) payable in connection therewith.
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LIEN ON SHARES
Company to have lien on partly paid shares
31. (A) The Company shall have a first and paramount lien and charge on all the
shares not fully paid up, registered in the name of a member (whether solely or
jointly with others), for any amount payable in respect of such shares. Such
lien shall extend to all dividends and other moneys from time to time declared
or payable in respect of such shares.
(B) Unless otherwise agreed, the registration of a transfer of shares shall
operate as a waiver of the Company's lien (if any) on such shares.
(C) The Directors may resolve that any share or shares shall for some specified
period be exempt from the provisions of this Article.
Sale of shares subject to lien
32. (A) For the purpose of enforcing such lien, the Directors may sell all or
any of the shares subject thereto in such manner as they may think fit, but no
sale shall be made until:-
(i) the date for payment of the amount referred to in paragraph (A) of
the preceding Article shall have arrived, and
(ii) a notice in writing demanding payment of the said amount and giving
notice of intention to sell in default shall have been served in accordance with
these Articles on such member or the person (if any) entitled by transmission to
the shares, and
(iii) default in such payment shall have been made by him for seven days
after service of such notice.
(B) The net proceeds of any such sale shall be applied in or towards
satisfaction of the said amount, and the residue (if any) shall be paid to the
member or the person (if any) entitled by transmission to the shares.
Purchaser protected
33. Upon any such sale as aforesaid the Directors may authorise any person to
transfer the shares in the name and on behalf of the holder of, or the person
entitled by transmission to, the shares, or to cause the transfer of such
shares, to the purchaser and may enter the purchaser's name in the Register as
holder of the shares, and the purchaser shall not be bound to see to the
regularity or validity of or be affected by any irregularity or invalidity in
the proceedings or be bound to see to the application of the purchase money and
the validity of the sale shall not be impeached by any person,
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and the remedy of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.
FORFEITURE OF SHARES
Notice of unpaid calls
34. If any member fails to pay the whole or any part of any call or installment
on or before the day appointed for the payment thereof, the Directors may, at
any time thereafter during such time as the call or installment or any part
thereof remains unpaid, serve a notice on him, requiring him to pay such call or
installment, or such part thereof as remains unpaid, together with any accrued
interest and any costs, charges and expenses incurred by the Company by reason
of such non-payment.
Notice to state time and place for payment
35. The notice shall name a further day, being not less than fourteen days from
the date of such notice, on or before which such call or installment, or part
thereof as aforesaid, and all such interest and costs, charges and expenses as
aforesaid are to be paid. It shall also name the place where payment is to be
made and shall state that, in the event of non-payment on or before the day and
at the place appointed, the share in respect of which such call was made or
installment is payable will be liable to be forfeited.
Forfeiture on non-compliance with notice
36. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may, at any time
thereafter before payment of all calls or installments, interest, costs, charges
and expenses due in respect thereof has been made, be forfeited by a resolution
of the Directors to that effect. Every forfeiture shall include all dividends
declared in respect of the forfeited share, and not actually paid before the
forfeiture. The Directors may accept a surrender of any share liable to be
forfeited hereunder.
Notice of forfeiture to be given
37. When any share has been forfeited in accordance with these Articles, notice
of the forfeiture shall forthwith be given to the holder of the share, or the
person entitled to the share by transmission, as the case may be, and an entry
of such notice having been given, and of the forfeiture, with the date thereof,
shall forthwith be made in the Register opposite to the entry of the share; but
no forfeiture shall be in any manner invalidated by any omission or neglect to
give such notice or to make such entry as aforesaid.
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Power to annul forfeiture or surrender
38. Notwithstanding any such forfeiture as aforesaid, the Directors may, at any
time before the forfeited or surrendered share has been sold, re-allotted or
otherwise disposed of, annul the forfeiture or surrender upon payment of all
calls and interest due upon and costs, charges and expenses incurred in respect
of the share, and upon such further conditions (if any) as they may think fit.
Sale of forfeited or surrendered shares
39. Every share which shall be forfeited or surrendered shall thereupon become
the property of the Company and (subject to the provisions of the Statutes) may
be sold, re-allotted or otherwise disposed of, upon such terms and in such
manner as the Directors shall think fit and whether with or without all or any
part of the amount previously paid up on the share being credited as so paid up.
The Directors may, if necessary, authorise any person to transfer a forfeited or
surrendered share to any person to whom the same has been sold, re-allotted or
disposed of.
Rights and liabilities of members whose shares have been forfeited or
surrendered
40. A person any of whose shares has been forfeited or surrendered shall cease
to be a member in respect of the forfeited or surrendered share but shall,
notwithstanding, be liable to pay to the Company all calls, installments,
interest, costs, charges and expenses owing upon or in respect of such share at
the time of forfeiture or surrender, together with interest thereon from the
time of forfeiture or surrender until payment at such rate as the Directors
shall think fit, in the same manner as if the share had not been forfeited or
surrendered, and to satisfy all the claims and demands (if any) which the
Company might have enforced in respect of the share at the time of forfeiture or
surrender, without any deduction or allowance for the value of the share at the
time of forfeiture or surrender.
Title to forfeited or surrendered shares
41. A statutory declaration in writing that the declarant is a Director or
Secretary of the Company and that a share has been duly forfeited in pursuance
of these Articles, and stating the day when it was forfeited, shall, as against
all persons claiming to be entitled to the share, be conclusive evidence of the
facts therein stated, and such declaration, together with a certificate in
respect of such share, delivered to a purchaser or allottee thereof shall
(subject to the signing of any necessary transfer) constitute a good title to
the share, and the new holder thereof shall be discharged from all calls made
prior to such purchase or allotment and shall not be bound to see to the
application of the purchase money (if any) nor
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shall his title to the share be affected by any omission, irregularity or
invalidity in or relating to or connected with the proceedings in reference to
the forfeiture, sale, re-allotment or disposal of the share.
Untraced shareholders
42. (A) The Company shall be entitled to sell any share of a member, or any
share to which a person is entitled by transmission, if and provided that:-
(i) for a period of not less than twelve years prior to the date of
publication of the advertisements referred to in sub-paragraph (ii) below (or,
if published on two different dates, the first of them) no cheque, order or
warrant sent by the Company through the post in a prepaid envelope addressed to
the member, or to the person entitled by transmission to the share, at his
address on the register or other last known address given by such member or
person to which cheques, orders and warrants in respect of such share are to be
sent has been cashed and no communication has been received by the Company from
such member or person (in his capacity as member or person entitled by
transmission) provided that in any such period of twelve years the Company has
paid at least three cash dividends (whether interim or final) and no such
dividend has been claimed by the person entitled to it;
(ii) at the expiration of the said period of twelve years the Company has
given notice of its intention to sell such share by advertisement in both a
leading daily newspaper and in a newspaper circulating in the area of the
address referred to in sub-paragraph (i) above;
(iii) the Company has not during the further period of three months after
the date of the advertisements (or the later advertisement if the two
advertisements are published on different dates) and prior to the exercise of
the power of sale received any communication in respect of such share from the
member or person entitled by transmission; and
(iv) the Company has first given notice in writing to the London Stock
Exchange Limited of its intention to sell such share.
(B) If during the period of not less than twelve years referred to in paragraph
(A) above or during any period ending on the date when
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all the requirements of paragraphs (A) (i) to (iv) above have been satisfied any
additional shares have been issued in right of those held at the beginning of,
or previously so issued during, such periods and all the requirements of
paragraphs (A) (ii) to (iv) above have been satisfied in regard to such
additional shares, the Company shall also be entitled to sell the additional
shares.
(C) For giving effect to such sale, the board may authorise any person to
execute an instrument of transfer of such share in the name and on behalf of the
holder of, or the person entitled by transmission to, such share in favour of
the purchaser or his nominee. The purchaser shall not be bound to see to the
application of the purchase money and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings in reference to
the sale.
(D) The Company shall account to the member or other person entitled to such
share for the net proceeds of such sale by carrying all moneys in respect
thereof to a separate account. The Company shall be deemed to be a debtor and
not a trustee in respect thereof for such member or other person. Moneys carried
to such separate account may either be employed in the business of the Company
or invested in such investments as the board may from time to time think fit. No
interest shall be payable in respect of such moneys and the Company shall not be
required to account for any money earned on them.
TRANSFER OF SHARES
Form of transfer for certificated shares
43. Subject to the restrictions of these Articles, any member may transfer all
or any of his certificated shares, but every transfer must be:-
(i) in writing and in the usual common form, or in any other form which
the Directors may approve; and
(ii) left at the Office, or at such other place as the Directors may
determine, for registration; and
(iii) accompanied by the certificate of the shares to be transferred
(except where the shares are registered in the name of a Stock Exchange nominee
and no certificate shall have been issued therefore) and such other evidence (if
any) as the Directors may require to prove the title of the intending transferor
or his right to transfer the shares.
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Transfer of uncertificated shares
44. Subject to the restrictions of these Articles, a member may transfer all or
any of his uncertificated shares in accordance with the Uncertificated
Securities Regulations.
Execution
45. (A) The instrument of transfer of a share 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, provided that the Directors may dispense with the signing of the
instrument of transfer by the transferee in any case in which in their
discretion they think fit so to do. Shares of different classes shall not be
comprised in the same instrument of transfer.
(B) 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 thereof.
Retention of instruments
46. (A) All instruments of transfer which shall be registered shall be retained
by the Company, but any instrument of transfer which the Directors may refuse to
register shall (except in any case where fraud or any other crime involving
dishonesty is suspected in relation to such transfer) be returned to the person
presenting the same.
(B) Subject as hereinafter provided the Company, if so authorised by a
resolution of the Directors, shall be entitled to destroy:-
(i) at any time after the expiration of six years from the date of
registration thereof, all instruments of transfer of shares in the Company and
all other documents transferring or purporting to transfer shares in the Company
or representing or purporting to represent the right to be registered as the
holder of shares in the Company on the faith of which entries have been made in
the Register; and
(ii) at any time after the expiration of one year from the date of
cancellation thereof, all registered share certificates which have been
cancelled; and
(iii) at any time after the expiration of two years from the date of
recording thereof, all dividend mandates and notifications of change of address;
and
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(iv) at any time after the expiration of one year from the date of actual
payment thereof, all paid dividend warrants and cheques.
(C) It shall conclusively be presumed in favour of the Company that 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, that every
instrument of transfer so destroyed was a valid and effective instrument duly
and properly registered, that every share certificate so destroyed was a valid
certificate duly and properly cancelled, that every other document mentioned
above so destroyed was a valid and effective document in accordance with the
particulars thereof recorded in the books and records of the Company and that
every paid dividend warrant and cheque so destroyed was duly paid, provided
always that:
(i) the provisions aforesaid shall apply only to the destruction of
documents in good faith and without notice of any claim (regardless of the
parties thereto) to which the document might be relevant;
(ii) nothing herein contained shall be construed as imposing upon the
Company any liability in respect of the destruction of any such document earlier
than as aforesaid or in any other circumstances in which liability would not
attach to the Company in the absence of this Article; and
(iii) references herein to the destruction of any documents include
references to the disposal thereof in any manner.
Directors' power to refuse to register transfer
47. (A) The Directors may, in their absolute discretion and without assigning
any reason therefore, refuse to register:-
(i) any transfer of certificated shares not fully paid up; and
(ii) any transfer of certificated shares on which the Company has a lien.
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If that share has been admitted to the Official List of the London Stock
Exchange Limited, the board may not refuse to register the transfer if that
would prevent dealings in the share from taking place on an open and proper
basis.
(B) If the Directors refuse to register any transfer of certificated shares,
they shall, within two months after the date on which the transfer was lodged
with the Company, send to the transferee notice of the refusal.
(C) An instrument of transfer which the board refuses to register shall, (except
in the case of suspected fraud) be returned to the person depositing it. Subject
to Article 46, the Company may retain all instruments of transfer which are
registered. Subject to the requirements of the London Stock Exchange Limited,
the Company shall register a transfer of title to any uncertificated share or
any renounceable right of allotment of a share which is a participating security
held in uncertificated form in accordance with the Uncertificated Securities
Regulations, but so that the board may refuse to register such a transfer in
favour of more than four persons jointly or in any other circumstance permitted
by the Uncertificated Securities Regulations.
(D) If the board refuses to register the transfer of an uncertificated share or
of any such uncertificated renounceable right of allotment of a share it shall,
within two months after the date on which the transfer instruction relating to
such transfer was received by the Company, send notice of the refusal to the
transferee.
No fee payable
48. No fee shall be charged for registration of a transfer or in respect of the
registration of any probate, letters of administration, certificate of marriage
or death, power of attorney or other document relating to or affecting the title
to any shares or for making any entry in the Register affecting the title to any
share.
Power to suspend registration of transfers
49. The registration of transfers of shares or of any class of shares may be
suspended at such times and for such periods as the Directors may from time to
time determine provided always that such registration shall not be suspended for
more than thirty days in any year and the Directors shall comply with the
provisions of the Statutes as to advertisement.
Renunciations
50. Nothing contained in these Articles shall preclude the Directors from
recognising a renunciation of the allotment of any share by the allottee in
favour of some other person.
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TRANSMISSION OF SHARES
Transmission on death
51. In the case of the death of a member, the survivors or survivor where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only persons
recognised by the Company as having any title to his shares; but nothing herein
contained shall release the estate of a deceased holder, whether sole or joint,
from any liability in respect of any share solely or jointly held by him.
Registration of personal representative, Trustee in Bankruptcy, etc.
52. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member or in consequence of a member becoming a patient for the
purposes of any statute relating to mental health may, upon producing such
evidence of his title as the Directors shall require, and subject as hereinafter
provided, either be registered himself as the holder of the share or elect to
have some person nominated by him registered as the transferee thereof.
Notice of election to be registered
53. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a notice in writing signed by him, stating
that he so elects. For all purposes of these Articles relating to the
registration of transfers of shares, such notice shall be deemed to be a
transfer, and the Directors shall have the same power of refusing to give effect
thereto by registration as if the event upon which the transmission took place
had not occurred and the notice were a transfer signed by the person from whom
the title by transmission is derived.
Registration of nominees
54. (A) If a person so becoming entitled elects to have another person
registered, he shall:
(i) if it is a certificated share, execute an instrument of transfer of
the share to that person; or
(ii) if it is an uncertificated share:
(a) procure that instructions are given by means of a relevant system to
effect transfer of the share to that person; or
(b) change the share to a certificated share and execute an
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instrument of transfer of the share to that person.
(B) All the provisions of the Articles relating to the transfer of certificated
shares apply to the notice (referred to in Article 53) or instrument of transfer
(as the case may be) as if it were an instrument of transfer executed by the
member and his death, bankruptcy or other event giving rise to a transmission of
entitlement had not occurred.
Rights of unregistered personal representative, Trustee in Bankruptcy, etc.
55. A person so becoming entitled shall have the right to receive and give a
discharge for any dividends or other moneys payable in respect of the share, but
he shall have no right to receive notice of or to attend or vote at meetings of
the Company or (save as aforesaid) to any of the rights or privileges of a
member in respect of the share, unless and until he shall be registered as the
holder thereof, provided always that the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to
transfer the share and, if within ninety days the notice is not complied with,
the Directors may thereafter withhold payment of all dividends or other moneys
payable in respect of the share until the requirements of the notice have been
complied with.
GENERAL MEETINGS
Annual General Meetings
56. The Company shall comply with the requirements of the Statutes regarding the
holding of Annual General Meetings. Subject to such requirements, the Directors
shall determine the date, time and place at which each Annual General Meeting
shall be held.
Extraordinary General Meetings
57. All General Meetings other than Annual General Meetings shall be called
Extraordinary General Meetings.
Convening of Extraordinary General Meetings
58. (A) The Directors may convene an Extraordinary General Meeting whenever they
think fit.
(B) Extraordinary General Meetings may also be convened in accordance with
Article 107 hereof.
(C) Extraordinary General Meetings shall also be convened on such requisition
or, in default, may be convened by such requisitionists, as provided by the
Statutes.
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(D) The Directors shall comply with the provisions of the Statutes regarding the
giving and the circulation, on the requisition of members, of notices of
resolutions and of statements with respect to matters relating to any resolution
to be proposed or business to be dealt with at any General Meeting of the
Company.
NOTICE OF GENERAL MEETINGS
Notice of meetings
59. (A) Twenty-one clear days' notice of every Annual General Meeting and of
every Extraordinary General Meeting at which it is proposed to pass a Special
Resolution, and fourteen clear days' notice of every other Extraordinary General
Meeting shall be given in a manner hereinafter mentioned to all members (other
than those who, under the provisions of these Articles or otherwise, are not
entitled to receive such notices from the Company), to the Directors and to the
auditor.
(B) The accidental omission to give notice of a meeting or (in cases where a
form of appointment of a proxy is sent out with the notice) the accidental
omission to send such form of appointment of a proxy to, or the non-receipt of
such notice or (where appropriate) form of appointment of a proxy by, any member
or Director or the auditor shall not invalidate any Resolution passed or
proceeding had at any such meeting.
(C) Where the notice of a meeting is published on a website in accordance with
Article 145, it shall continue to be published in the same place on that website
from the date of the notification given under Article 145(B) until the
conclusion of the meeting to which the notice relates. Where the notice of a
meeting published on a website in accordance with Article 145 is by accident
published in different places on the website or published for part only of that
period from the date of notification given under Article 145(B) until the
conclusion of the meeting to which the notice relates, the proceedings at such
meeting are not thereby invalidated.
What notice is to specify
60. (A) Every notice of meeting shall specify the place, the day and the time of
the meeting and, in the case of special business, the general nature of such
business. In the case of a meeting convened for passing a Special or
Extraordinary Resolution, the notice shall also specify the intention to propose
the Resolution as a Special or Extraordinary Resolution, as the case may be.
(B) In the case of an Annual General Meeting, the notice shall also specify the
meeting as such.
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(C) Every notice of meeting shall also state with reasonable prominence that a
member entitled to attend and vote at the meeting may appoint one or more
proxies to attend and vote thereat instead of him and that a proxy need not also
be a member.
(D) Every notice of meeting shall also state the place where forms of
appointment of proxy are to be deposited or received if the Directors shall have
determined such place to be other than at the Office.
Postponement of meetings
61. If the board, in its absolute discretion, considers that it is impractical
or unreasonable for any reason to hold a General Meeting at the time or place
specified in the notice calling the General Meeting, it may postpone the General
Meeting to another time and place. When a meeting is so postponed, notice of the
time and place of the postponed meeting shall be placed in at least two national
newspapers in the United Kingdom. Notice of the business to be transacted at
such postponed meeting is not required.
PROCEEDINGS AT GENERAL MEETINGS
Special business and business of Annual General Meeting
62. All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and all business that is transacted at an Annual General
Meeting shall also be deemed special with the exception of:-
(i) declaring dividends;
(ii) the consideration of the documents required by the Statutes to be
comprised in the accounts to be laid before such Meeting;
(iii) the re-appointment of the retiring auditor provided that they were
last appointed to such office by the Company in General Meeting;
(iv) the fixing of remuneration of the auditor;
(v) the voting of remuneration or extra remuneration to the Directors;
and
(vi) the appointment of Directors (other than Directors in respect of
whose appointment special notice is required by the Statutes) in the place of
those retiring by rotation or otherwise.
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Quorum
63. No business shall be transacted at any General Meeting unless the requisite
quorum is present when the meeting proceeds to business. Save as otherwise
provided in these Articles, two members present in person or by proxy and
entitled to vote shall be a quorum for all purposes.
Adjournment if quorum not present
64. If within fifteen minutes (or such longer time as the chairman decides) from
the time appointed for the holding of a General Meeting a quorum is not present,
the meeting, if convened on the requisition of members, shall be dissolved. In
any other case, it shall stand adjourned to the same day in the next week (or if
that day be a holiday, to the next working day thereafter), at the same time and
place as the original meeting, or to such other day, and at such other time and
place as the Directors may determine and the provisions of Article 66 as to
notices and as to business to be transacted shall apply. If at such adjourned
meeting a quorum is not present within fifteen minutes (or such longer time as
the chairman decides) from the time fixed for holding the meeting, any one
member who is present in person or by proxy shall be a quorum and may transact
the business for which the meeting was called.
Chairman
65. The Chairman or, if absent or unwilling, the Deputy-Chairman (if any) of the
board or (if more than one Deputy-Chairman be present and willing) the
Deputy-Chairman who has been longest in such office or, failing him, one of the
Directors appointed for that purpose by the Directors or, failing such
appointment, by the members present, shall preside at every General Meeting, but
if no Director shall be present within fifteen minutes after the time fixed for
holding the same or, if no one of the Directors present is willing to preside,
the members present and entitled to vote shall choose one of their number to
preside at the meeting.
Adjournment
66. With the consent of any meeting at which a quorum is present the chairman
thereof may (and shall if so directed by the meeting) adjourn the same from time
to time and from place to place or for an indefinite period. No business shall
be transacted at any adjourned meeting other than the business which might have
been transacted at the meeting from which the adjournment took place.
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Adjournment without consent
67. Without prejudice to any other power which he may have under the provisions
of the Articles or at common law, the chairman 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 (i) secure the proper and orderly conduct of the meeting, (ii)
give all persons entitled to do so a reasonable opportunity of speaking and
voting at the meeting, or (iii) ensure that the business of the meeting is
properly disposed of.
Reconvening an adjourned meeting
68. (A) Whenever a meeting is adjourned for 28 days or more or for an indefinite
period pursuant to Article 66 or Article 67, at least seven clear days' notice
specifying the place, date and time of the adjourned meeting and the general
nature of the business to be transacted shall be given to the members (other
than any who, under the provisions of the Articles or the terms of allotment or
issue of the shares, are not entitled to receive notice), the Directors and the
auditors. Except in these circumstances it is not necessary to give notice of a
meeting adjourned pursuant to Article 66 or Article 67 or of the business to be
transacted at the adjourned meeting.
(B) The board may determine that persons entitled to receive notice of an
adjourned meeting in accordance with this Article are those persons entered on
the Register at the close of business on a day determined by the board, provided
that, if the Company is a participating issuer, the day determined by the board
may not be more than 21 days before the day that the relevant notice of meeting
is being sent.
Amendments to resolutions
69. No amendment to a resolution duly proposed as a Special or Extraordinary
Resolution (other than an amendment to correct a patent error) may be considered
or voted on at a General Meeting. If an amendment proposed to a resolution under
consideration is ruled out of order by the chairman the proceedings on the
substantive resolution are not invalidated by an error in his ruling.
Voting and demand for poll
70. (A) At every General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless (before or upon the declaration of
the result of the show of hands) a poll be demanded by:
(i) the chairman of the meeting; or
(ii) at least three members present in person or by proxy having the right
to vote on such resolution; or
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(iii) a member or members present in person or by proxy representing not
less than one-tenth of the total voting rights of all the members having the
right to vote on such resolution in respect of which the poll is demanded; or
(iv) a member or members present in person or by proxy holding shares
conferring the right to vote on such 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.
(B) No poll shall be demanded on the appointment of a chairman of the meeting
and a poll demanded on a question of adjournment shall be taken at the meeting
without adjournment.
(C) Unless a poll be so demanded (and the demand is not withdrawn), a
declaration by the chairman of the meeting that a resolution has been carried,
or has been carried by a particular majority, or lost, or not carried by a
particular majority, shall be conclusive, and an entry to that effect in the
books of proceedings of the Company shall be conclusive evidence thereof,
without proof of the number or proportion of the votes recorded in favour of or
against such resolution.
How poll to be taken
71. (A) If a poll be demanded in the manner aforesaid (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 fourteen days after the said meeting) and place and
in such manner as the chairman of the meeting shall direct, and the result of
the poll shall be deemed to be a resolution of the meeting at which the poll was
demanded.
(B) 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 seven clear days' notice shall be given
specifying the time and place at which the poll is to be taken.
Withdrawal of demand for poll
72. The demand for a poll may be withdrawn but only with the consent of the
chairman. A demand withdrawn in this way validates the result of any show of
hands declared before the demand is made. In the
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case of a poll demanded before the declaration of the result of a show of hands,
where the demand is duly withdrawn, the meeting shall continue as if the demand
had not been made.
Continuance of business after demand for poll
73. 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.
Chairman's casting vote
74. In the case of an equality of votes, either on a show of hands or on a poll,
the chairman of the meeting at which the show of hands takes place, or at which
the poll is demanded, as the case may be, shall be entitled to a further or
casting vote in addition to the vote or votes to which he may be entitled as a
member.
Accommodation of members at meeting
75. If it appears to the chairman of a 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 shall nevertheless be duly
constituted and its proceedings valid provided that the chairman is satisfied
that adequate facilities are available to ensure that any member who is unable
to be accommodated is nonetheless able to participate in the business for which
the meeting has been convened and to 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 to be
heard and seen by all other persons so present in the same manner.
Security at meeting
76. The board may make any arrangement and impose any restriction it considers
appropriate to ensure the security of a meeting including, without limitation,
the searching of a person attending the meeting and the restriction of the items
of personal property that may be taken into the meeting place. The board may
authorise one or more persons, who shall include a Director or the Secretary or
the chairman of the meeting to (i) refuse entry to a meeting to a person who
refuses to comply with these arrangements or restrictions and (ii) eject from a
meeting any person who causes the proceedings to become disorderly.
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VOTES OF MEMBERS
Voting rights and failure to disclose interests in shares
77. (A) Subject to any special rights or restrictions as to voting for the time
being attached to any shares and to the provisions of these Articles, on a show
of hands every member who (being an individual) is present in person or (being a
corporation) is present by a representative not being himself a member, shall
have one vote and, on a poll, every member who (being an individual) is present
in person or by proxy or (being a corporation) is present by a representative or
by proxy, shall have one vote for every Ordinary Share of which he is the
holder, provided that no member shall be entitled (save as proxy for another
member) to be present or vote at any General Meeting, either personally or by
proxy, or to exercise any privilege conferred by membership in relation to
General Meetings, or be reckoned in a quorum if and to the extent so
disqualified by Article 30 or the following provisions of this Article 77.
(B) If a member, or any other person appearing to be interested in shares held
by that member, has been issued with a notice pursuant to Section 212 of the
Companies Act 1985 and has failed in relation to any shares (the "default
shares", which expression includes any shares allotted or issued after the date
of the Section 212 notice in respect of those shares) to give the Company the
information thereby required within the prescribed period from the date of the
notice, the following sanctions shall apply, unless the Directors otherwise
determine:-
(i) the member shall not be entitled in respect of the default shares to
be present or to vote (either in person or by representative or proxy) at any
General Meeting or at any separate meeting of the holders of any class of shares
or on any poll or to exercise any other right 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) any dividend or other money payable in respect of the shares shall be
withheld by the Company, which shall not have any obligation to pay
interest on it, and the member shall not be entitled to elect, pursuant to
Article 143(B), to receive shares instead of that dividend; and
(b) no transfer, other than an excepted transfer, of any certificated
default shares held by the member shall be registered unless:
(1) the member is not himself in default as regards supplying the
information required; and
(2) the member proves to the satisfaction of the board
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that no person in default as regards supplying such information is
interested in any of the shares the subject of the transfer.
For the purpose of enforcing the sanction in paragraph (B)(ii)(b), the board may
give notice to the member requiring the member to change default shares held in
uncertificated form to certificated form by the time stated in the notice. The
notice may also state that the member may not change any default shares held in
certificated form to uncertificated form. If the member does not comply with the
notice, the board may authorise any person to change default shares held in
uncertificated form to certificated form in the name and on behalf of the
member.
(C) Where the sanctions under paragraph (B) of this Article apply in relation to
any shares, they shall cease to have effect seven days after the earlier of:-
(i) receipt by the Company of notice that the shares have been transferred
by means of an excepted transfer but only in relation to the shares so
transferred; or
(ii) receipt by the Company of the information required by the notice
issued pursuant to Section 212 of the Companies Act 1985.
(D) Where, on the basis of information obtained from a member in respect of any
share held by him, the Company issues a notice pursuant to Section 212 of the
Companies Act 1985 to any other person, it shall at the same time send a copy of
the notice to the member, but the accidental omission to do so, or the
non-receipt by the member of the copy, shall not invalidate or otherwise affect
the application of paragraph (B) of this Article.
(E) For the purposes of this Article:-
(i) a person, other than the member holding a share, shall be treated as
appearing to be interested in that 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 any information obtained from the member or, pursuant to a notice
under Section 212 of the Companies Act 1985, from anyone else) knows or has
reasonable cause to believe that the person is, or may be, so interested;
(ii) "interested" shall be construed as it is for the purpose of Section
212 of the Companies Act 1985;
(iii) reference to a person having failed to give the Company the
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information required by a notice, or being in default as regards supplying such
information, includes (a) reference to his having failed or refused to give all
or any part of it and (b) reference to his having given information which he
knows to be false in a material particular or having recklessly given
information which is false in a material particular;
(iv) the "prescribed period" means:
(a) in a case where the default shares represent at least 0.25 per cent of
their class, fourteen days; and
(b) in any other case, twenty-eight days;
(v) an "excepted transfer" means, in relation to any shares held by a
member:
(a) a transfer pursuant to acceptance of a takeover offer for the Company
(within the meaning of Section 428(1) of the Companies Act 1985); or
(b) a transfer in consequence of a sale made through a recognised
investment exchange (as defined in the Financial Services Act 1986) or any
other stock exchange outside the United Kingdom on which the Company's
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 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.
(F) The provisions of this Article are in addition and without prejudice to the
provisions of the Statutes.
How votes may be given and who can act as proxy
78. On a poll votes may be given either personally or by proxy and a member
entitled to more than one vote need not use all his votes or cast all the votes
he uses in the same way. A proxy need not be a member of the Company and a
member may appoint more than one proxy to attend on the same
occasion.Representation of corporations which are members of the Company at
meetings
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79. (A) Any corporation which is a member of the Company may, by resolution of
its directors or other governing body, authorise any person to act as its
representative at any meeting of the Company or of any class of members of the
Company; and such representative shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could
exercise if it were an individual member present at the meeting in person,
including (without limitation) power to vote on a show of hands and to demand or
concur in demanding a poll.
(B) A Director, the Secretary or other person authorised for the purpose by the
Secretary may require the representative to produce a certified copy of the
resolution of authorisation before permitting him to exercise his powers.
Voting rights of joint holders
80. Where there are joint registered holders of any share, any one of such
persons may vote at any meeting either personally or by proxy in respect of such
share as if he were solely entitled thereto, but so that, if more than one of
such joint holders shall tender a vote on the same resolution, whether
personally or by proxy, the vote of the senior who tenders a vote shall be
accepted to the exclusion of the votes of the other joint holders; and for this
purpose seniority shall be determined by the order in which the names stand in
the Register in respect of such share.
Voting rights of members incapable of managing their affairs
81. A member who is a patient for the purposes of any statute relating to mental
health or in respect of whom an order has been made by any Court having
jurisdiction for the protection of persons incapable of managing their affairs,
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
such Court, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy, provided that such evidence as the Directors may require of the
authority of the person claiming to vote as aforesaid shall have been produced
at the Office or at such other place as the Directors may determine at least
forty-eight hours before the time fixed for holding the meeting or adjourned
meeting (as the case may be) at which such person proposes to vote as aforesaid.
Objections to admissibility of votes
82. 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 or may
be given or tendered, and every vote not disallowed at such meeting or poll
shall be valid for all purposes.
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Any such objection made in due time shall be referred to the chairman of the
meeting, whose decision shall be final and conclusive.
Execution of proxies
83. (A) Subject to the provisions of Article 83(B), the form of appointment of a
proxy shall be in writing signed by the appointor, or his agent duly authorised
in writing, or, if such appointor be a corporation, shall either be executed
under its common seal or be signed by some agent or officer duly authorised in
that behalf. The Directors may, but shall not be bound to, require evidence of
the authority of any such agent or officer. The signature on such instrument
need not be witnessed.
(B) Subject to the Statutes, the Directors accept a form of appointment of a
proxy received in an electronic communication on such terms and subject to such
conditions as they consider fit. A form of appointment of a proxy received in an
electronic communication is not subject to the requirements of Article 78A. The
Directors may require the production of any evidence they consider necessary to
determine the validity of such a form of appointment of a proxy.
Proxy may demand a poll
84. An instrument appointing a proxy shall be deemed also to confer authority to
demand or concur in demanding a poll.
Form of proxy
85. An instrument appointing a proxy shall be in any usual or common form or any
other form which the Directors shall from time to time approve or accept. When
two or more valid but differing appointments of proxy are delivered or received
for the same share for use at the same meeting, the one which is last validly
delivered or received (regardless of its date or 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.
Appointment of proxies
86. (A) The form of appointment of a proxy and the power of attorney or other
written authority (if any) under which it is executed, or a notarially certified
copy of that power of attornery, shall be:
(i) in the case of an instrument in writing, deposited at the Office or at
such other place within the United Kingdom as is specified for that purpose in
the notice convening the meeting or the form of appointment of a proxy or other
accompanying document sent by the Company in relation to the meeting; or
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(ii) in the case of a form of appointment of a proxy contained in an
electronic communication where an address has been specified for the purpose of
receiving electronic communication:
(a) in the notice convening the meeting; or
(b) in any form of appointment of a 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, received at such
address, not less than forty-eight hours before the time for holding the
meeting or adjourned meeting at which the person named in the form of proxy
proposes to vote or, in the case of a poll, not less than twenty-four hours
before the time appointed for the taking of the poll. No form of proxy
shall be valid after the expiration of twelve months from the date of its
execution or, in the case of an appointment of proxy delivered in an
electronic communication, for twelve months from the date of its delivery
or for such duration as may be specified by the Directors.
(B) In the case of an instrument signed by an agent of a member who is not a
corporation, there shall also be deposited, in the manner set out in paragraph
(A) above, the authority under which such instrument is signed or an office copy
thereof or a copy thereof certified in accordance with Section 3 of the Powers
of Attorney Act 1971.
(C) In the case of an instrument signed by an officer or agent of a corporation,
there shall also be deposited, in the manner set out in paragraph (A) above,
only such authorities or other documents as shall be specified in the notice of
the relevant meeting or in the notes to any forms of appointment of proxy issued
by the Company in connection with the relevant meeting.
(D) In the event of the documents required by the foregoing paragraphs not being
so deposited or received, the person named in the form of appointment of a proxy
shall not be entitled to vote in respect thereof.
(E) No form of appointment of a proxy shall be valid except for the meeting
mentioned therein and any adjournment thereof.
Intervening death of principal, etc, not to revoke proxy
87. A vote given in accordance with the terms of a form of appointment of a
proxy shall be valid notwithstanding the previous death or insanity of the
principal, or revocation of the proxy or the authority under which the same was
executed or (until entered in the Register)
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the transfer of the share in respect of which the vote is given, unless notice
in writing of the death, insanity, revocation or transfer shall have been
received at the Office (or, in the case of a proxy, any other place specified
for delivery or receipt of the form of appointment of proxy) or, where the
appointment of proxy was contained in an electronic communication, at the
address at which the form of appointment was received, not later than the last
time at which an instrument of proxy should have been delivered in accordance
with Article 86 in order to be valid for use at the relevant meeting, adjourned
meeting or taking of a poll.
DIRECTORS
Number of Directors
88. The Directors shall not, unless otherwise determined by an Ordinary
Resolution of the Company, be less than 3 nor more than 15 in number.
Directors need not be members
89. A Director need not be a member of the Company but shall be entitled to
receive notice of and to attend and speak at all General Meetings of the Company
and of any class of members of the Company.
Remuneration of directors
90. (A) Unless otherwise decided by the Company by Ordinary Resolution, the
Company shall pay to the Directors (but not alternate directors or any Directors
who hold an executive office or employment under the Company or a subsidiary of
the Company) for their services as directors such amount of aggregate fees as
the board decides (not exceeding (pound)300,000 per annum or such larger amount
as the Company may by Ordinary Resolution decide). The aggregate fees shall be
divided among such Directors in such proportions as the board decides or, if no
decision is made, equally. A fee payable to a Director pursuant to this Article
is distinct from any salary, remuneration or other amount payable to him
pursuant to other provisions of the Articles or otherwise and accrues from day
to day.
(B) Subject to the Statutes and to the Articles and the requirements of the
London Stock Exchange Limited, the board may arrange for part of a fee payable
to a Director under this Article to be provided in the form of fully-paid shares
in the capital of the Company. The amount of the fee payable in this way shall
be at the discretion of the board and shall be applied in the purchase or
subscription of shares on behalf of the relevant Director. In the case of a
subscription of shares, the subscription price shall be deemed to be the closing
middle-market quotation for a fully-paid share of the Company of that class as
published in the Daily Official List of the London Stock Exchange Limited on the
day of subscription.
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Special remuneration
91. A Director who, at the request of the board, goes or resides abroad, makes a
special journey or performs a special service on behalf of the Company may be
paid such reasonable remuneration (whether by way of salary, percentage of
profits or otherwise and without prejudice to Article 108) and expenses as the
board may decide either in addition to or in substitution for his usual
remuneration (if any).
Directors' expenses
92. A Director is entitled to be repaid all reasonable travelling, hotel and
other expenses properly incurred by him in the performance of his duties as
director including, without limitation, expenses incurred in attending meetings
of the board or of committees of the board or general meetings or separate
meetings of the holders of a class of shares or debentures.
APPOINTMENT AND REMOVAL OF DIRECTORS
Appointment of new Directors by the Company
93. (A) The Company may, from time to time, by Ordinary Resolution, appoint any
person or persons to hold office as Directors.
(B) No person, not being a Director retiring at an Annual General Meeting
pursuant to these Articles, shall, unless recommended by the Directors for
appointment, be eligible for appointment to the office of Director at any
General Meeting, unless not less than seven nor more than forty-two clear days
before the day appointed for the meeting there has been given to the Secretary
notice in writing by some member other than the person to be proposed (entitled
to attend and vote on such resolution) of his intention to propose a resolution
for the appointment of such person, and also notice in writing signed by the
person to be proposed of his willingness to be appointed.
Separate resolutions for appointment of each Director
94. Every resolution of a General Meeting for the appointment of a Director
shall relate to one named person and a single resolution for the appointment of
two or more persons shall be void, unless a resolution that it shall be so made
has been first agreed to by the meeting without any vote being against it.
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The Directors' power to appoint additional Directors
95. The Directors may, at any time, and from time to time, appoint any person to
be a Director, either to fill a casual vacancy or by way of addition to their
number but so that the total number of Directors shall not exceed the maximum
number (if any) fixed by or in accordance with these Articles. Any Director so
appointed shall retire from office at (or at the end of) the next following
Annual General Meeting of the Company, but shall then be eligible for
re-appointment.
Removal of Directors
96. The Company may by Ordinary Resolution of which special notice has been
given in accordance with the Statutes, remove any Director before the expiration
of his period of office notwithstanding anything in these Articles or in any
agreement between him and the Company, and may, if thought fit, by such an
Ordinary Resolution, appoint another person in his stead and any person so
appointed shall, for the purpose of determining the time at which he or any
other Director is to retire by rotation, be deemed to have become a Director on
the date of the last appointment of the Director in whose place he is appointed.
Any such removal shall be without prejudice to any claim which such Director may
have for damages for breach of any agreement between him and the Company.
ROTATION OF DIRECTORS
Retirement of Directors
97. At each Annual General Meeting any Directors bound to retire under Article
95 or otherwise (other than pursuant to this Article) and one-third of the other
Directors for the time being or, if their number is not a multiple of three,
then the number nearest to one-third shall retire from office provided always
that all Directors subject to the requirement to retire by rotation shall retire
no later than the conclusion of the third Annual General Meeting following the
date of their last appointment or reappointment, as the case may be. A retiring
Director shall retain office until the close of the meeting at which he retires.
Selection of Directors to retire
98. The Directors to retire at each Annual General Meeting pursuant to Article
97 shall be, first, Directors who wish to retire and not offer themselves for
reappointment and second, Directors who have been longest in office since their
last appointment. As between Directors of equal seniority, the Directors to
retire shall, unless they shall otherwise agree among themselves, be selected
from among them by lot. A retiring Director shall be eligible for
re-appointment.
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Retiring Directors deemed to be re-appointed
99. If at any meeting at which an appointment of Directors ought to take place
the office vacated by any retiring Director is not filled up, such retiring
Director shall, if duly qualified and offering himself for re-appointment, be
deemed to have been re-appointed, unless at such meeting it is expressly
resolved not to fill such vacated office, or unless a resolution for the
re-appointment of such retiring Director shall have been put to the meeting and
lost.
DISQUALIFICATION OF DIRECTORS
Vacation of office of Directors
100. The office of a Director shall ipso facto be vacated:-
(i) if he is prohibited by law from being a Director; or
(ii) if he becomes bankrupt or a receiving order is made against him or he
makes any arrangement or composition with his creditors; or
(iii) if he becomes a patient for the purposes of any statute relating to
mental health; or
(iv) if he shall for more than six months have been absent without leave
of absence from the Directors from meetings of the Directors held during that
period, and the board passes a resolution that he has by reason of such absence
vacated office; or
(v) if he serves on the Company notice in writing of his wish to resign,
in which event he shall ipso facto vacate office on the service of such notice
on the Company or such later time as is specified in such notice; or
(vi) if he is removed by an Ordinary Resolution of the Company in the
manner provided in Article 96; or
(vii) if he is removed from office by notice in writing to such effect
served on him which has been signed by all his co-Directors.
Age limits on Directors
101. The provisions of Section 293 of the Companies Act 1985 shall apply to the
Company.
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102. A resolution of the board declaring a Director to have vacated office under
the terms of Article 100 is conclusive as to the fact and grounds of vacation
stated in the resolution.
103. If the office of a Director is vacated for any reason, he shall cease to be
a member of any committee of the board.
ALTERNATE DIRECTORS
Power to appoint alternate Directors
104. (A) Each Director shall have the power to appoint any other Director or,
with the approval of a majority of the other Directors, any other person to act
as alternate Director, in his place, during his absence and at his discretion to
remove such alternate Director. No appointment of an alternate director who is
not already a Director is effective until his consent to act as a director in
the form prescribed by the Statutes has been received at the Office or tabled at
a meeting of the board.
(B) On such appointment being made the alternate Director shall (except as
regards the power to appoint an alternate) be subject in all respects to the
provisions, terms and conditions of these Articles existing with reference to
the other Directors of the Company, and each alternate Director, whilst acting
in the place of an absent Director, shall be entitled to exercise and discharge
all the powers and duties of the Director he represents, but shall look to such
Director solely for his remuneration as alternate Director.
(C) Any Director of the Company who is appointed an alternate Director shall be
entitled to vote at a meeting of the Directors or of any Committee of the
Directors on behalf of the Director so appointing him as distinct from the vote
to which he is entitled in his own capacity as a Director, and shall also be
considered as two Directors for the purpose of making a quorum of Directors when
such quorum shall exceed two.
(D) Any person appointed as an alternate Director shall vacate his office as
such alternate Director if and when the Director by whom he has been appointed
vacates his office as Director (otherwise than by retirement at a General
Meeting of the Company at which he is re-elected) or removes him by notice in
writing to the Company or upon the happening of any event which, if he were a
Director, would cause him to vacate such office.
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(E) Every instrument appointing or removing an alternate Director shall be in
writing signed by the appointor and shall be effective upon delivery at the
Office or at a meeting of the Directors.
(F) A person acting as an alternate director is an officer of the Company, is
alone responsible to the Company for his acts and defaults, and is not deemed to
be the agent of his appointor.
Remuneration of alternate director
105. An alternate director is not entitled to a fee from the Company for his
services as an alternate director. The fee payable to an alternate director is
payable out of the fee payable to his appointor and consists of such portion (if
any) of the fee as he agrees with his appointor. The Company shall, however,
repay to an alternate director expenses incurred by him in the performance of
his duties if the Company would have been required to repay the expenses to him
under Article 92 had he been a Director.
POWERS OF DIRECTORS
General powers of Directors to manage Company's business
106. (A) The business of the Company shall be managed by the Directors who may
exercise all the powers of the Company to the extent that the same are not
required by the Statutes, these Articles or any resolution of the Company, to be
exercised by the Company in General Meeting. Any exercise of such powers by the
Directors shall be in accordance with the provisions of the Statutes, these
Articles and any resolution of the Company. No resolution or alteration of these
Articles shall invalidate any prior act of the Directors which would have been
valid if the same had not been passed or made.
(B) The general powers given by this Article shall not be limited or restricted
by any special authority or power given to the Directors by any other Article or
by any resolution of the Company in General Meeting.
Power to act notwithstanding vacancy
107. (A) The continuing Directors or the sole continuing Director at any time
may act notwithstanding any vacancy in their body, provided always that if the
Directors shall at any time be reduced in number to less than the minimum number
fixed by or in accordance with these Articles, it shall be lawful for him, or
them to act as Director(s) for the purpose of filling up vacancies in their body
or to take all necessary steps to call a General Meeting of the Company, but not
for any other purpose. If there shall be no Director able or willing to act,
then any two members may summon a General Meeting for the purpose of appointing
Directors.
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(B) An additional Director appointed in this way holds office (subject to the
Articles) only until dissolution of the next Annual General Meeting after his
appointment unless he is reappointed during that meeting.
Pensions, etc.
108. (A) The Directors 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 or life assurance scheme or
arrangement for the benefit of, and pay, provide for or procure the grant of
donations, gratuities, pensions, allowances, benefits or emoluments to, any
persons who are or shall have been at any time Directors 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 any such subsidiary or associated company or the wives,
widows, families, relatives or dependants of any such persons.
(B) The Directors may also procure the establishment and subsidy of or
subscription to and support of any institutions, associations, clubs, funds or
trusts calculated to be for the benefit of any such persons as aforesaid or
otherwise to advance the interests and well-being of the Company or of any such
other company as aforesaid, or its members, and may make or procure payments for
or towards the insurance of any such persons as aforesaid and subscriptions or
guarantees for charitable or benevolent objects or for any exhibition or for any
public, general or useful object.
(C) Without prejudice to the generality of the foregoing paragraphs of this
Article, the Directors may exercise any of the powers conferred by the Statutes
to make provisions for the benefit of any such persons as aforesaid 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 subsidiaries notwithstanding
that the exercise of any of such powers may not be in the best interests of the
Company.
(D) The Directors may procure any of the matters aforesaid to be done by the
Company either alone or in conjunction with any other company.
BORROWING POWERS
Power to borrow money
109. (A) Subject as hereinafter provided, the Directors may exercise all the
powers of the Company to borrow money, and to mortgage or charge the whole or
any part of its undertaking, property and assets
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(both present and future) and uncalled capital and (subject, to the extent
applicable, to the Statutes) to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of the
Company or of any third party.
(B) The Directors shall restrict the borrowings of the Company and exercise all
voting and other rights or powers of control exercisable by the Company in
relation to its subsidiary companies (if any) so as to secure (as regards
subsidiary companies so far as by such exercise they can secure) that the
aggregate of the amounts for the time being borrowed by the Company and/or the
amounts borrowed by any subsidiary or subsidiaries for the time being of the
Company and remaining outstanding at any one time (exclusive of moneys
outstanding in respect of borrowings by the Company from any such subsidiary or
by any such subsidiary from another such subsidiary or from the Company) shall
not without the previous sanction of an Ordinary Resolution of the Company
exceed an amount equal to three times the aggregate of:-
(i) the amount paid up or credited as paid up on the issued share capital
of the Company;
(ii) the amount standing to the credit of the consolidated capital and
revenue reserves (including share premium account); and
(iii) the amount standing to the credit of the consolidated profit and loss
account of the Company and its subsidiaries,all as shown in the latest audited
consolidated balance sheet but,
(a) adjusted as may be necessary in respect of share capital of the Company
issued or paid up since the date of such balance sheet;
(b) adjusted as may be necessary and appropriate to take account of any
subsidiary not consolidated in such accounts;
(c) excluding any sums set aside for taxation and deducting any debit
balance on the consolidated profit and loss account; and
(d) adding back the amount of goodwill that would have remained on the
relevant balance sheet if all goodwill arising on acquisitions after 30th
September, 1994 and which have been written-off against reserves had been
carried on the balance sheet as an asset and amortised on a straight line
basis over forty years.
(C) No person dealing with the Company or any of its subsidiaries shall by
reason of the foregoing provision be concerned to see or enquire whether the
said limit is observed and no debt incurred or security given in excess of such
limit shall be invalid or ineffectual unless the lender or the recipient of the
security had at the time when the debt was incurred or security given express
notice that the limit hereby imposed had been or would thereby be exceeded.
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DIRECTORS' INTERESTS, ETC.
Power of Directors to hold offices of profit and to contract with Company
110. (A) A Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company shall declare the
nature of his interest at a meeting of the Directors in accordance with the
provisions of the Statutes applicable thereto.
(B) No Director or intending Director shall be disqualified by his office from
contracting with the Company, either with regard to his tenure of any office or
position in the management, administration or conduct of the business of the
Company or as vendor, purchaser or otherwise, nor shall any contract or
arrangement entered into by or on behalf of the Company in which any Director is
in any way interested, be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relationship thereby established.
(C) Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which he 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) and if
he shall do so, his vote shall not be counted. A Director shall not be counted
in the quorum at a meeting in relation to any resolution on which he is debarred
from voting.
(D) A Director shall (in the absence of a material interest other 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:-
(i) the giving of any security or indemnity to him in respect of money
lent or obligations incurred by him at the request of or for the benefit of the
Company or any of its subsidiaries;
(ii) the giving of any security or indemnity to a third party in respect of
a debt or obligation of the Company or any of its subsidiaries for which he
himself has assumed responsibility in whole or in part under a guarantee or
indemnity or by the giving of security;
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(iii) any proposal concerning an offer of shares or debentures or other
securities of or by the Company or any of its subsidiaries for subscription or
purchase in which offer he is or is to be interested as a participant in the
underwriting or sub-underwriting thereof;
(iv) any proposal concerning any other company (a "relevant company") in
which he is interested, directly or indirectly, and whether as an officer or
shareholder or otherwise howsoever, provided that he is not directly or
indirectly interested in 1 per cent. or more of the issued shares of any class
of such company and is not interested in 1 per cent. or more of the voting
rights of such company and, for the purposes of this paragraph:-
(a) a person shall be deemed to be directly interested in the issued shares
of any class of a company if he holds (whether solely or jointly) or is
beneficially interested in such shares;
(b) a person shall be deemed to be indirectly interested in the issued
shares of any class of a company if another company (an "intermediary
company") in whose equity share capital he is directly or indirectly
interested holds (whether solely or jointly) or is beneficially interested
in such shares;
(c) a person shall be deemed to be indirectly interested in 1 per cent. or
more of the issued shares of any class of a relevant company if the
percentage of the issued shares of such class attributable to such person
through his percentage interest in the equity share capital of each
intermediary company through which his interest in the relevant company is
derived represents 1 per cent. or more of the issued shares of such class
of the relevant company; and
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(d) a person shall be deemed to be interested in 1 per cent. or more of the
voting rights available to members of a relevant company if he can cause 1
per cent. or more of such voting rights to be cast at his direction; (any
such interest being deemed for the purpose of this Article to be a material
interest in all circumstances);
(v) any proposal concerning the adoption, modification or operation of a
superannuation fund, retirement, death or disability benefits scheme, share
option scheme or share incentive scheme which relates both to directors and
employees and does not accord to any director as such any privilege or
advantage not generally accorded to the employees to which such fund or
scheme relates;
(vi) any contract, arrangement, transaction or proposal concerning the
purchase or maintenance of any insurance policy under which he may benefit.
(E) Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more Directors
to offices or employment with the Company or any company in which the Company is
interested, such proposals may be divided and considered in relation to each
Director separately and in such case each of the Directors concerned (if not
debarred from voting under paragraph (D) (iv) of this Article) shall be entitled
to vote (and be counted in the quorum) in respect of each resolution except that
concerning his own appointment.
(F) If any question shall arise at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote and such
question is not resolved by his voluntarily agreeing to abstain from voting,
such question shall be referred to the chairman of the meeting and his ruling in
relation to any other Director shall be final and conclusive except in a case
where the nature or extent of the interests of the Director concerned have not
been fairly disclosed.
(G) Any Director may act by himself or his firm in a professional capacity for
the Company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director, provided that nothing herein
contained shall authorise a Director or his firm to act as auditor of the
Company.
(H) Any Director may continue to be or become a member or director of, or hold
any other office or place of profit under, any other company in which the
Company may be interested, and no such Director shall be accountable for any
dividend, remuneration, superannuation payment or other benefits received by him
as a member or director
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of, or holder of any other office or place of profit under, any such other
company. The Director may exercise the voting powers conferred by the shares in
any company held or owned by the Company or exercisable by them as directors of
such other company in such manner in all respects as they think fit (including
the exercise thereof in favour of any resolution appointing themselves or any of
them directors or officers of such company, or voting or providing for the
payment of remuneration, superannuation payments or other benefits to the
directors or officers of such company). Any Director of the Company may, subject
to paragraphs (A) and (D) of this Article, vote in favour of the exercise of
such voting rights in the manner aforesaid (other than in respect of a
resolution appointing himself director of such company, or voting or providing
for the payment to himself of remuneration, superannuation payments or other
benefits), notwithstanding that he may be, or be about to be appointed a
director of or holder of any other office or place of profit under such other
company and as such is, or may become, interested in the exercise of such voting
rights in the manner aforesaid.
(I) The Company may by Ordinary Resolution suspend or relax the provisions of
this Article to any extent or ratify any transaction not duly authorised by
reason of a contravention of this Article.
(J) For the purposes of this Article, the interest of a person who is for the
purposes of the Statutes connected with (within the meaning of Section 346 of
the Companies Act 1985) a Director is treated as the interest of the Director
and, in relation to an alternate director, the interest of his appointor is
treated as the interest of the alternate director in addition to an interest
which the alternate director otherwise has. This Article applies to an alternate
director as if he were a Director otherwise appointed.
PROCEEDINGS OF DIRECTORS
Board meetings, quorum and voting
111. The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit, and determine the quorum
necessary for the transaction of business. Until otherwise determined by the
Directors two Directors shall be a quorum. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes, the
chairman of a meeting shall have a second or casting vote.
Notices of meetings
112. The Chairman or the Deputy-Chairman (if any) may at any time, and, on the
request of any Director, the Secretary shall, summon a meeting of the Directors,
by notice served upon each of the Directors. Notice of a meeting of the
Directors shall be deemed to be duly given to a Director if it is given to him
personally or by word of
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mouth or by electronic communication to an address given by him to the Company
for that purpose or sent in writing to him at his last known address or other
address given by him to the Company for this purpose.
Directors abroad
113. A Director who is absent or intending to be absent from the United Kingdom
shall not be entitled to notices of meetings of the Directors unless he shall
have given to the Company notice of an address within the United Kingdom to
which notice of such meetings should be sent, or by electronic communication to
an address given by him to the Company for that purpose. If no such address
shall have been given by such Director, the alternate Director (if any) in the
United Kingdom acting in his place shall be entitled to notices of such
meetings.
Chairman or Deputy-Chairman to preside
114. The Chairman, or failing him any Deputy-Chairman (the senior in office
taking precedence, if more than one be present), shall, if present and willing,
preside at all meetings of the Directors, but if no such Chairman or
Deputy-Chairman be appointed, or if he be not present within five minutes after
the time fixed for holding the meeting or is unwilling to act as chairman of
such meeting, the Directors present shall choose one of their number to act as
chairman of such meeting, and the Director so chosen shall preside at such
meeting accordingly.
Competence of board meetings
115. A meeting of the Directors at which a quorum is present shall be competent
to exercise all or any of the authorities, powers and discretions for the time
being vested in or exercisable by the Directors generally.
Power to appoint committees
116. The board may delegate any of its powers, authorities and discretions (with
power to sub-delegate) to a Committee consisting of one or more persons (whether
a member or members of the board or not) as it thinks fit. A Committee may
exercise its power to sub-delegate by sub-delegating to any person or persons
(whether or not a member or members of the board or of the Committee). The board
may retain or exclude its right to exercise the delegated powers, authorities or
discretions collaterally with the Committee. The board may at any time revoke
the delegation or alter any terms and conditions thereof or discharge the
Committee in whole or in part. Where a provision of the Articles refers to the
exercise of a power, authority or discretion by the board or by the Directors as
a whole (including, without limitation, the power to pay fees, remuneration,
additional
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remuneration, expenses and pensions and other benefits pursuant to the Articles)
and that power, authority or discretion has been delegated by the board to a
Committee, the provision shall be construed as permitting the exercise of the
power, authority or discretion by the Committee.
Chairman of Committee
117. A Committee may appoint a chairman of its meetings. If no such chairman be
appointed, or if at any meeting he be not present within five minutes after the
time fixed for holding the meeting or is unwilling to act as chairman at such
meeting, the members present shall choose one of their number to be chairman of
such meeting.
Procedure at Committee meetings
118. Subject to Article 116, Committees may meet and adjourn as they think
proper. Questions arising at any meeting shall be determined by a majority of
votes of the members present and, in the case of an equality of votes, the
chairman of the meeting shall have a second or casting vote.
Resolutions in writing
119. A resolution in writing signed or approved by letter, telegram or telex by
all the Directors entitled to notice of a meeting of the Directors or by all the
members of a Committee shall be as valid and effectual as if it had been passed
at a meeting of the Directors or, as the case may be, such Committee duly called
and constituted. Such resolution may be contained in one document or in several
documents in like form, each signed or approved by one or more of the said
Directors or the said members of the Committee concerned. The resolution in
writing need not be signed by an alternate director if it is signed by his
appointor and a resolution signed by an alternate director need not be signed by
his appointor.
Participation by telephone
120. Any Director or his alternate or any member of a Committee may validly
participate in a meeting of the Directors or a Committee through the medium of
conference telephone or similar form of communication equipment provided that
all persons participating in the meeting are able to hear and speak to each
other throughout such meeting. A person so participating shall be deemed to be
present in person at the meeting and shall accordingly be counted in a quorum
and be entitled to vote. Subject to the Statutes, all business transacted in
such manner by the Directors or a Committee shall for the purposes of these
Articles be deemed to be validly and effectively transacted at a meeting of the
Directors or a Committee notwithstanding that fewer than the quorum for such
meeting of the Directors or a Committee is physically present at the same place.
Such a meeting
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shall be deemed to take place where the largest group of those deemed present is
assembled or, if there is no such group, where the chairman of the meeting then
is.
Validity of acts of Directors in spite of formal defect
121. All acts bona fide done by any meeting of the Directors, or of a Committee
of Directors, or by any person acting as a Director, shall, notwithstanding it
be afterwards discovered that there was some defect in the appointment of any
such Director or person acting as aforesaid, or that they or 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 to be a Director and
had continued to be a Director and had been entitled to vote.
Minutes
122. The Directors shall cause minutes to be made in books provided for the
purpose:-
(i) of all appointments of officers made by the Directors;
(ii) of the names of all the Directors present at each meeting of the
Directors and of any Committee of Directors; and
(iii) of all resolutions and proceedings of all meetings of the Company and
of any class of members, and of the Directors and of any Committee of Directors;
and any such minutes as aforesaid, if purporting to be signed by the chairman of
the meeting at which such appointments were made or such Directors were present
or such resolutions were passed or proceedings had (as the case may be), or by
the chairman of the next succeeding meeting of the Company or Directors or
Committee (as the case may be), shall be sufficient evidence without any further
proof of the facts therein stated.
CHAIRMAN, DEPUTY-CHAIRMAN, MANAGING DIRECTORS, ETC.
Appointment
123. The Directors may from time to time appoint one or more of their number to
any office or employment under the Company (including
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but without limitation, that of Chairman, Deputy-Chairman, Managing Director or
Joint Managing Director) for such period (subject to the Statutes) and on such
terms as they think fit, and may also continue any person appointed to be a
Director in any office or employment held by him before he was so appointed. The
Directors may also from time to time (without prejudice to any claim for damages
for breach of any agreement between him or them and the Company) remove him or
them from office and appoint another or others in his place or their places.
Remuneration of Director so appointed
124. The remuneration and other terms and conditions of appointment of a
Director appointed to any office or employment under the Company pursuant to the
last preceding Article shall from time to time (without prejudice to the
provisions of any agreement between him and the Company) be fixed by the
Directors, and may (without prejudice to the provisions of Article 108) be by
way of fixed salary, or commission on the dividends or profits or turnover of
the Company, or of any other company in which the Company is interested, or
other participation in any such profits or otherwise or by any or all or partly
by one and partly by another or others of those modes.
Tenure of office of Executive Directors
125. A Director appointed pursuant to Article 123 to any office under the
Company shall ipso facto and immediately cease to hold such office if he shall
cease to hold the office of Director from any cause, but he shall not (unless
any agreement between him and the Company shall otherwise provide) cease to hold
his office as a Director by reason only of his ceasing to hold such office.
Powers and duties of Directors so appointed
126. The board may delegate to a Director appointed to any office or employment
pursuant to Article 123 any of its powers, authorities and discretions as it
thinks fit, and may confer such powers for such time, and to be exercised for
such objects and purposes, and upon such terms and conditions, and with such
restrictions, as they may consider expedient, and may confer such powers
collaterally with, or to the exclusion of, and in substitution for, all or any
of the powers of the Directors in that behalf, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
LOCAL MANAGEMENT
Power to appoint local managers
127. The Directors may, from time to time, provide for the management and
transaction of the affairs of the Company in or from any specified locality,
whether in the United Kingdom or elsewhere, in such manner as they think fit,
and the provisions contained in the three
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next following Articles shall be without prejudice to the general powers
conferred by this Article.
Delegation of powers to Local Boards
128. The Directors may, from time to time and at any time, establish any Local
Board or agency for managing any of the affairs of the Company in any such
specified locality and may appoint any persons to be members of such Local Board
or agency or to be managers or agents, and may fix their remuneration, and the
Directors may from time to time, and at any time, delegate to any persons so
appointed any of the powers, authorities and discretions for the time being
vested in the Directors (other than their power to make calls, forfeit shares,
borrow money or issue shares or other securities), and may authorise the members
for the time being of any such Local Board or agency or any of them to fill up
any vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made on such terms and subject to such
conditions as the Directors think fit, and the Directors may at any time remove
any person so appointed, and may annul or vary any such delegation, but no
person dealing in good faith and without notice of any such annulment or
variation shall be affected thereby.
Power to appoint attorney
129. The Directors may, at any time, and from time to time, by power of attorney
under the Seal, appoint any person to be the attorney of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these Articles) and for such
period and subject to such conditions as the Directors may from time to time
think fit, and such appointment may (if the Directors think fit) be made in
favour of the members or any of the members of any Local Board or agency
established as aforesaid, or in favour of any body corporate, or of the members,
directors, nominees or managers of any body corporate or unincorporate, or
otherwise in favour of any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, and any such powers of attorney may
contain such powers for the protection or convenience of powers dealing with
such attorney as the Directors may think fit.
Power to sub-delegate
130. Any such delegate or attorney as aforesaid may be authorised by the
Directors to sub-delegate all or any of the powers, authorities or discretions
for the time being vested in him unless stated otherwise in the power of
attorney by which he is appointed.
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SECRETARY
Appointment of Secretary
131. The Secretary shall be appointed by the Directors for such term, at such
remuneration and upon such conditions as they may think fit; and any Secretary
so appointed may (without prejudice to any claim for damages for breach of any
contract between him and the Company) be removed by them.
Dual capacity
132. A provision of the Statutes or these Articles requiring or authorising a
thing to be done by or to a Director and the Secretary shall not be satisfied by
its being done by or to the same person acting both as Director and as, or in
place of, the Secretary.
Assistant Secretary
133. The Directors may, at any time and from time to time, appoint any person to
be Assistant Secretary, at such remuneration and upon such conditions as they
may think fit and anything required or authorised to be done by or to the
Secretary may (subject to any provision to the contrary in his appointment) be
done by or to any Assistant Secretary so appointed; and any Assistant Secretary
may (without prejudice to any claim for damages for breach of any contract
between him and the Company) be removed by the Directors.
SEAL
Seal
134. (A) The Directors shall provide for the safe custody of the Seal and the
Company may exercise the powers conferred by the Statutes with regard to having
an official seal for use in any territory outside the United Kingdom, and such
powers shall be vested in the Directors. Whenever in these Articles reference is
made to the Seal the reference shall, when and so far as may be applicable, be
deemed to include any such official seal as aforesaid.
(B) The Seal shall not be affixed to any instrument, except by the general or
special authority of a resolution of the Directors, or of a Committee of the
Directors authorised in that behalf, and (subject as otherwise provided in this
Article) every instrument to which the Seal shall be so affixed shall be signed
by a Director and countersigned by the Secretary or another Director or some
other person authorised by the Directors, and in favour of any purchaser or
person bona fide dealing with the Company, such signatures shall be conclusive
evidence of the fact that the Seal has been properly affixed.
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(C) Every certificate of shares, debentures, debenture stock or representing any
other form of security of the Company (other than letters of allotment, receipts
for securities or certificates of deposit) shall be issued under the Seal but
need not be signed or, if signed, a signature may be applied by mechanical or
other means or may be printed. Each certificate to which the Seal shall be
affixed shall bear the autographic signatures of at least one Director and the
Secretary or other person acting in the place of the Secretary, provided that
the Directors may by resolution determine (either generally or in any particular
case or cases) that such signatures shall be dispensed with, or shall be affixed
by means of some method or system of mechanical signature.
(D) Any instrument signed by one Director and the Secretary or by any two
Directors and expressed to be executed by the Company shall have the same effect
as if executed under a seal and shall satisify any requirement under these
Articles to execute a document or certificate under seal.
OVERSEAS BRANCH REGISTER
Overseas branch register
135. The Company may also exercise the powers conferred by the Statutes with
reference to the keeping of an overseas branch register and the Directors may,
from time to time and at any time, make such provisions and regulations
regarding the same as they may think fit.
DIVIDENDS
Application of profits in payment of dividends
136. Subject to the provisions of these Articles and to any rights, privileges
or restrictions for the time being attached to any shares in the capital of the
Company having preferential or special rights in regard to dividend, the profits
of the Company which it shall from time to time be determined to distribute by
way of dividend shall be applied in payment of dividends upon the shares of the
Company in proportion to the amounts paid up thereon respectively otherwise than
in advance of calls: Provided that if any share be issued upon terms providing
that it shall rank for dividend as from or after a particular date, or be
entitled to dividends declared or paid after a particular date, such share shall
rank for or be entitled to dividend accordingly.
Declaration of dividends
137. Subject to Article 136, the Company may, from time to time, by Ordinary
Resolution, declare a dividend to be paid to the members, according to their
rights and interests in the profits, and may fix the time for payment of such
dividend.
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Dividend to be payable only out of profits
138. No dividend shall be payable except out of the profits of the Company
available for distribution in accordance with the provisions of the Statutes.
No larger dividend than recommended by Directors
139. No larger dividend shall be declared than is recommended by the Directors,
but the Company may by Ordinary Resolution declare a smaller dividend.
Fixed and interim dividends
140. (A) If and to the extent that the Directors think fit and the position of
the Company in their opinion justifies such payment, the Directors may declare
and pay dividends on shares carrying preferential rights to dividends,
half-yearly or otherwise on fixed dates or in such other manner as may be in
accordance with the rights attached thereto and may also from time to time
declare and pay interim dividends.
(B) Provided that the Directors act bona fide, they shall not incur any
responsibility to the holders of shares conferring a preference for any damage
that they may suffer by reason of the payment of a dividend on any shares not
ranking pari passu or in priority thereto in respect of dividends.
Unclaimed dividends
141. (A) All unclaimed dividends may be invested or otherwise made use of by the
Directors as they shall think fit, until the same be claimed and so that the
Company shall not thereby be constituted as a trustee in respect thereof and any
dividend unclaimed after a period of twelve years from the date the dividend was
declared or became due for payment shall be forfeited and shall revert to the
Company.
(B) If, in respect of a dividend or other amount payable in respect of a share,
on any one occasion:
(i) a cheque, warrant or order is returned undelivered or left uncashed,
or
(ii) a transfer made by a bank or other funds transfer system is not
accepted,
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and reasonable enquiries have failed to establish another address or account of
the person entitled to the payment, the Company is not obliged to send or
transfer a dividend or other amount payable in respect of that share to that
person until he notifies the Company of an address or account to be used for
that purpose. If the cheque, warrant or order is returned undelivered or left
uncashed or transfer not accepted on two consecutive occasions, the Company may
exercise this power without making any such enquiries.
No interest payable on dividends etc.
142. No dividend or other moneys payable on or in respect of a share in the
capital of the Company shall bear interest against the Company unless otherwise
provided by the rights attached to the share.
Power to satisfy dividend in specie, fractional certificates and cash
adjustments and payment of scrip dividends
143. (A) Without prejudice to the provisions of Article 77 with the sanction of
an Ordinary Resolution of the Company and upon the recommendation of the
Directors any dividend may be paid and satisfied, either wholly or in part, by
the distribution of specific assets, and in particular of paid-up shares or
debentures of any other company, or partly in one way and partly in another or
others, and where any difficulty arises in regard to the distribution, the
Directors may settle the same as they think expedient, and in particular they
may issue fractional certificates, and may fix the value for distribution of
such specific assets or any part thereof, and may determine that cash payments
shall be made to any members upon the footing of the value so fixed in order to
adjust the rights of all parties, and may vest any such specific assets in
trustees upon such trusts for the persons entitled to the dividend as may seem
expedient to the Directors.
(B) Without prejudice to the provisions of Article 77 the Directors may, with
the prior authority of an Ordinary Resolution of the Company, offer holders of a
particular class of shares the right to elect to receive further shares of that
class, credited as fully-paid, instead of cash in respect of all or part of any
dividend or dividends specified by the Ordinary Resolution, subject to such
exclusions, restrictions or other arrangements as the Directors may in their
absolute discretion deem necessary or desirable in relation to compliance with
legal or practical problems under the laws of any territory, or the requirements
of any recognised regulatory body or any stock exchange in any territory.
(C) The following provisions shall apply where payment of a dividend is
satisfied in accordance with paragraph (B) of this Article:-
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(i) the Ordinary Resolution may specify a particular dividend or may relate
to all or any dividends declared or paid 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 at which the Ordinary Resolution is
passed;
(ii) the basis of allotment shall be determined by the Directors so that,
as nearly as may be considered convenient without involving any rounding up of
fractions, the value (calculated by reference to the average quotation) of the
new ordinary shares (including any fractional entitlement) to be allotted
instead of any amount of dividend (disregarding any associated tax credit) shall
equal such amount. A certificate and report by the auditors as to the value of
the new ordinary shares to be allotted in respect of any dividend shall be
conclusive of that amount.
For such purpose the "average quotation" of an ordinary share shall be the
average of the middle market quotations for a fully paid ordinary share of the
Company as derived from the Daily Official List of the London Stock Exchange
Limited on the business day on which the ordinary shares are first quoted "ex"
the relevant dividend and the four subsequent business days or shall be as
determined by or in accordance with the Ordinary Resolution;
(iii) the Directors may make such provisions as they consider necessary or
expedient in relation to any offer to be made pursuant to this Article including
but not limited to the giving of notice to shareholders of the right of election
offered to them, the provision of forms of election (whether in respect of a
particular dividend or dividends generally) and determination of the procedure
for making and revoking such elections and the place at which, and the latest
time by which, forms of election and any other relevant documents must be lodged
in order to be effective,
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and provision whereby, in whole or in part, fractional entitlements are
disregarded or rounded up or down or the benefit of fractional entitlements
accrue to the Company (rather than to the members concerned);
(iv) the dividend (or that part of the dividend in respect of which a
right of election has been offered) shall not be declared or payable on shares
in respect of which an election has been duly made (the "elected shares") and
instead additional shares of the relevant class shall be allotted to the holders
of the elected shares on the basis of allotment calculated as stated in
paragraph (ii) above. For such purpose, the Directors may capitalise, out of any
amount for the time being standing to the credit of any reserve or fund
(including any share premium account or capitalredemption reserve) or any of the
profits which could otherwise have been applied in paying dividends in cash as
the Directors may determine, a sum equal to the aggregate nominal amount of the
additional shares to be allotted on that basis and apply it in paying up in full
the appropriate number of unissued shares for allotment and distribution to the
holders of the elected shares on such basis. A board resolution capitalising any
part of the reserve or profits hereinbefore mentioned shall have the same effect
as if such capitalisation had been declared by Ordinary Resolution of the
Company in accordance with Article 148 and in relation to any such
capitalisation the Directors may exercise all the powers conferred on them by
that Article without need of such Ordinary Resolution;
(v) the additional shares so allotted shall be allotted as at the record
date for the dividend in respect of which the right of election has been offered
and shall rank pari passu in all respects with each other and with the fully
paid shares of that class then in issue except that they will not rank for any
dividend or other distribution or other entitlement which has been declared,
made or paid by reference to such record date.
Deduction of debts due to Company
144. The Directors may deduct from any dividend or other moneys payable in
respect of any shares held by a member, either alone or jointly with any other
member, all such sums of money (if any) as may
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be presently due and payable by him, either alone or jointly with any other
person, to the Company in relation to shares of the Company.
Moneys payable
145. The Company may pay any dividend, interest or other amount payable in
respect of a share:
(i) in cash;
(ii) by cheque, warrant or money order made payable to or to the order of
the person entitled to the payment (and may, at the Company's option, be crossed
"account payee" where appropriate);
(iii) by a bank or other funds transfer system to an account designated in
writing by the person entitled to the payment;
(iv) if the board so decides, by means of a relevant system in respect of
an uncertificated share, subject to any procedures established by the board to
enable a holder of uncertificated shares to elect not to receive dividends by
means of a relevant system and to vary or revoke any such election; or
(v) by such other reasonable method as the person entitled to the payment
may in writing direct.
The Company may send a cheque, warrant or money order by post (i) in the case of
a sole holder, to his registered address, (ii) in the case of joint holders, to
the registered address of the person whose name stands first in the Register,
(iii) in the case of a person or persons entitled by transmission to a share, as
if it were a notice given in accordance with Articles 159 and 160, or (iv) in
any case, to a person and address that the person or persons entitled to the
payment may in writing direct.
Where a share is held jointly or two or more persons are jointly entitled by
transmission to a share, (i) the Company may pay any dividend, interest or other
amount payable in respect of that share to any one joint holder, or any one
person entitled by transmission to the share, and in either case that holder or
person may give an effective receipt for the payment, and (ii) for any of the
purposes of
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this Article 145, the Company may rely in relation to a share on the written
direction or designation of any one joint holder of the share, or any one person
entitled by transmission to the share.
Every cheque, warrant or money order sent by post is sent at the risk of the
person entitled to the payment. If payment is made by bank or other funds
transfer, by means of a relevant system or by another method at the direction of
the person entitled to payment, the Company is not responsible for amounts lost
or delayed in the course of making that payment.
RESERVES
Power to provide for depreciation and carry profits to reserve
146. The Directors may, before recommending any dividend, write off such sums as
they think proper for depreciation, and carry forward in the revenue accounts
any profits as they think should not be divided, and may also set aside out of
profits of the Company such sum or sums as they think proper as a reserve or
reserves, which shall at the discretion of the Directors be applicable for
meeting contingencies, for the gradual liquidation of any debt or liability of
the Company, or for repairing, maintaining or adding to the property of the
Company, or for such other purposes as the Directors shall, in their absolute
discretion, think fit, and pending any such application may, at the discretion
of the Directors, either be employed in the business of the Company, or be
invested in such investments (other than shares in the Company) as the Directors
may from time to time think fit.
Reserves
147. The Directors may establish such reserve accounts and may divide the
Company's reserves into such special funds as they may think fit. The Directors
may also carry forward any profits which they may think prudent not to divide
without placing the same to reserves.
CAPITALISATION OF RESERVES, ETC
Capitalisation of reserves
148. (A) The Company may at any time and from time to time, upon the
recommendation of the Directors, by Ordinary Resolution resolve that any sum not
required for the payment or provision of any fixed preferential dividend and for
the time being standing to the credit of any reserve accounts of the Company
(including Share Premium Account and Capital Redemption Reserve Fund) or to the
credit of profit and loss account (whether or not the same be available for
distribution) be capitalised, and that such sum be appropriated as capital to
and amongst the Ordinary Shareholders in proportion to the number of Ordinary
Shares (whether or not fully paid) held by them respectively,
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and that the Directors shall in accordance with such Resolution apply such sum
in paying up in full or in part any unissued shares or debentures of the Company
on behalf of such Ordinary Shareholders, and appropriate such shares or
debentures to and distribute the same credited as fully or partly paid up
amongst such Ordinary Shareholders in the proportions aforesaid in satisfaction
of their shares and interests in the said capitalised sum, or shall apply such
sum or any part thereof on behalf of such Ordinary Shareholders in paying up the
whole or part of any amounts which shall for the time being be unpaid in respect
of any issued shares in the Company held by them respectively, or otherwise deal
with such sum as directed by such Resolution, provided that:-
(i) the Share Premium Account and Capital Redemption Reserve Fund may only
be applied in paying up unissued shares to be allotted as fully paid up; and
(ii) any sum not available for distribution in accordance with the Statutes
may only be applied in paying up in full or in part unissued shares to be
allotted as fully or partly paid up.
(B) Where any difficulty arises in respect of any such distribution, the
Directors may settle the same as they think expedient, and in particular they
may make such provisions as they think proper in the case of shares or
debentures becoming distributable in fractions (including, but without
limitation, provisions for the issue of fractional certificates, for the sale
and distribution of the proceeds of sale of shares or debentures representing
such fractions, and provisions whereby the benefit of fractional entitlements
accrue to the Company rather than the members concerned) and further the
Directors may fix the value for distribution of any fully paid-up shares or
debentures, make cash payment to any shareholders on the footing of the value so
fixed in order to adjust rights, and vest any shares or debentures in trustees
upon such trusts for the persons entitled to share in the distribution as may
seem just and expedient to the Directors. When deemed requisite, a proper
contract for the allotment and acceptance of any shares or debentures to be
distributed as aforesaid shall be executed and (if necessary) filed with the
Registrar of Companies, and the Directors may appoint any person to sign such
contract on behalf of the persons entitled to share in the distribution, and
such appointment shall be effective, and the contract may provide for the
acceptance by such persons of the shares or debentures to be allotted to them
respectively in satisfaction of their claims in respect of the sum so
distributed, and any such contract shall be effective and binding on all such
persons.
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ACCOUNTS
Directors to keep proper accounting records
149. The Directors shall cause accounting records of the Company to be kept and
the provisions of the Statutes in this regard shall be complied with.
Where accounting records to be kept
150. The accounting records shall be kept at the Office, or at such other place
in Great Britain as the Directors shall think fit, and shall always be open to
the inspection of the Directors.
Inspection of records
151. The Directors shall, from time to time, determine whether in any particular
case, or class of cases, or generally, and at what times, and places, and under
what conditions or regulations, the accounting records of the Company, or any of
them, shall be open to the inspection of the members, and no member, not being a
Director, shall have any right of inspecting any account, book or document of
the Company, except as conferred by law or authorised by the Directors or by any
Ordinary Resolution of the Company, nor shall any such member be entitled to
require or receive any information concerning the business, trading or customers
of the Company, or any trade secret of or secret process used by the Company.
Balance sheet profit and loss accounts and summary financial statements
152. (A) The Directors shall, from time to time, in accordance with the
Statutes, cause to be prepared and to be laid before the Annual General Meeting
of the Company such profit and loss accounts, balance sheets, group accounts (if
any), reports of the Directors and of the auditor and other documents (if any)
as are required by the Statutes. Each balance sheet shall be signed on behalf of
the Directors by two of their number.
(B) A copy of the said balance sheet, accounts, reports and other documents (if
any) shall, twenty-one clear days at least before the meeting, be delivered or
sent by post (subject to Article 152(c)) to the registered address of every
member and debenture holder of the Company, or in the case of a joint holding to
that member or debenture holder (as the case may be) whose name stands first in
the appropriate register in respect of the joint holding, provided that the
requirements of this Article in relation to the documents to be sent shall be
deemed to be satisfied by sending to any member or holder of debentures or
debenture or loan stock or other securities of the Company, where permitted by
the Statutes and in lieu of the said copies, a summary financial statement
derived from the Company's annual accounts and the Directors' report in the form
and containing
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the information prescribed by the Statutes and whenever any of the shares,
debentures or other securities of the Company are listed on any recognised stock
exchange in the United Kingdom there shall be forwarded to the appropriate
officer of such stock exchange such number of copies of each of the said
documents as may for the time being be required under its regulations. The
auditor's report shall be read at the meeting. No accidental non-compliance with
the provisions of this Article shall invalidate the proceedings at the meeting.
(C) Any documents required or permitted to be delivered or sent by the Company
to a person pursuant to Article 152(B) shall be treated as delivered or sent if:
(i) sent by electronic communication to an address for the time being
notified to the Company by that person for that purpose; or
(ii) published on a website, provided that the following conditions are
met;
(a) the Company and that person have agreed that such documents may be
accessed by him on a website (instead of their being sent by post or
otherwise delivered to him);
(b) that person is notified, in a manner for the time being agreed for the
purpose between him and the Company, of:
(1) the publication of the documents on a website;
(2) the address of that website;
(3) the place on that website where the documents may be accessed; and
(4) how they may be accessed.
(D) Documents treated in accordance with sub-paragraph (c)(ii) above as sent to
any person are to be treated as sent to him not less than twenty-one clear days
before the date of a meeting if, and only if:
(i) the documents are published on the website throughout a period beginning at
least twenty-one clear days before the date of the meeting and ending with the
conclusion of the meeting; and
(ii) the notification given for the purposes of sub-paragraph
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(c)(ii)(b) above is given not less than twenty-one clear days before the date of
the meeting.
Nothing in this paragraph (D) shall invalidate the proceedings of a meeting
where any documents that are required to be published as mentioned in
sub-paragraph (D)(i) above are by accident published in different places on the
website or published for a part, but not all, of the period mentioned in that
subparagraph.
AUDIT
Provisions of Statutes regarding auditor
153. The provisions of the Statutes as to the appointment, powers, rights,
remuneration and duties of the auditor shall be complied with.
NOTICES
Service of notices
154. (A) A notice or other document may be served by the Company upon any member
either personally or by sending it through the post in a prepaid letter,
envelope or wrapper addressed to such member at his address as appearing in the
Register or by giving it by electronic communication to an address for the time
being notified to the Company by the member for that purpose or by any other
means authorised by the member concerned.
(B) A notice of general meeting may, instead of being sent to the member in any
of the ways specified in Article 154(A), be given to a member by the Company by
publishing the notice on the website, provided that the following conditions are
met:
(i) the member and the Company have agreed that notices of general
meetings may be accessed by him on a website instead of being sent to the member
in one of the ways specified in Article 154(A); and
(ii) the member is given a notification, in the manner agreed for the time
being between the member and the Company, containing the following information:
(a) the fact that the notice has been published on the website;
(b) the address of the website;
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(c) the place on the website where the notice may be accessed and how it
may be accessed;
(d) a statement that it concerns a notice of general meeting served in
accordance with the Act;
(e) the place, date and time of the general meeting; and
(f) whether the general meeting is to be an annual or extraordinary general
meeting.
A notice given under paragraph (B) of this Article is deemed to be given at the
time of the notification under sub-paragraph (B)(ii) of this Article 154.
Members abroad not entitled to notices unless they give addresses within the
U.K.
155. Any member described in the Register by an address not within the United
Kingdom, who shall from time to time give the Company an address within the
United Kingdom at which notices may be served upon him, or an address to which
notices may be given by electronic communication, shall be entitled to have
notices served upon him at such address, but, save as aforesaid, no member,
other than a member described in the Register by an address within the United
Kingdom, shall be entitled to receive any notice from the Company.
Notice to joint holders
156. All notices directed to be given to the members shall, with respect to any
share to which persons are jointly entitled, be given to whichever of such
persons is named first in the Register in respect of such share, and notice so
given shall be sufficient notice to all the holders of such share.
Proof of service
157. (A) A notice or other document addressed to a member at his registered
address or address for service in the United Kingdom is, if sent by post, deemed
to be given within 24 hours if pre-paid as first class post and within 48 hours
if pre-paid as second class post after it has been posted, and in proving
service it is sufficient to prove that the envelope containing the notice or
document was properly addressed, pre-paid and posted. Proof that a notice
contained in an electronic communication was sent in accordance with guidance
issued by the Institute of Chartered Secretaries and Administrators
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shall be conclusive evidence that the notice was given. A notice contained in an
electronic communication sent in accordance with the Articles other than a
notice given under Article 157(B) (to which the provisions of that Article
apply) is deemed to be given at the expiration of 48 hours after the time it was
sent.
(B) 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 or otherwise to give notice to those
members who have not notified an address for electronic communications pursuant
to Article 154(A) a General Meeting may be convened by or the notice given by
way of a notice advertised on the same date in at least two leading national
daily newspapers (one of which shall be in general circulation in London) and
such notice shall be deemed to have been duly served on all members and other
persons entitled thereto at 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 forty-eight hours prior to the time of the meeting, or such other
time as the notice may require the posting of notices to addresses throughout
the United Kingdom again becomes practicable.
Members present at meeting deemed to have received due notice
158. Any member present, either personally or by proxy, at any meeting of the
Company or class of members of the Company shall for all purposes be deemed to
have received due notice of such meeting and, where requisite, of the purposes
for which such meeting was convened.
Successors in title to be bound by notices to predecessors
159. Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares shall be bound by every notice
in respect of such shares which are (prior to his name and address being entered
in the Register) duly given to the person from whom he derives his title to such
shares.
Service of notice to be sufficient notwithstanding death of member served
160. Any notice or document served upon or sent to, or left at the registered
address of, any member in pursuance of these Articles, shall, notwithstanding
that such member be then deceased or bankrupt and whether or not the Company has
notice of his death or bankruptcy, be deemed to have been duly served in respect
of any share held by such member, whether held solely or jointly with other
persons, until some other person be registered instead of him as the holder or
joint holder of such share, and such service shall, for all purposes of these
Articles, be deemed a sufficient service of such notice or document on his
executors, administrators or assigns, and all persons (if any) jointly
interested with him in such share.
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Signature on notices
161. The signature on any notice to be given by the Company may be written or
printed.
WINDING UP
Rule for division of assets in liquidation
162. If the Company shall be wound up, the surplus assets remaining after
payment of all creditors shall be divided among the members in proportion to the
capital which at the commencement of the winding up is paid up, or ought to have
been paid up, on the shares held by them respectively and, if such surplus
assets shall be insufficient to repay the whole of the paid-up capital, they
shall be distributed so that, as nearly as may be, the losses shall be borne by
the members in proportion to the capital paid up, or which ought to have been
paid up, at the commencement of the winding up on the shares held by them
respectively. But this Article is to be subject to the rights attached to any
shares which may be issued on special terms or conditions.
Powers to distribute in specie
163. If the Company shall be wound up the liquidator (whether voluntary or
official) may, with the sanction of an Extraordinary Resolution, divide among
the members in specie any part of the assets of the Company, or vest any part of
the assets of the Company in trustees upon such trusts for the benefit of the
members or any of them as the Resolution shall provide. Any such Resolution may
provide for and sanction a distribution of any specific assets amongst different
classes of members otherwise than in accordance with their existing rights, but
each member shall in that event have a right of dissent and other ancillary
rights in the same manner as if such Resolution were a Special Resolution passed
pursuant to Section 110 of the Insolvency Act 1986.
Members abroad to give address for service
164. In the event of a winding up of the Company every member of the Company who
is not for the time being in the United Kingdom shall be bound, within fourteen
days after the passing of an effective Resolution to wind up the Company
voluntarily, or within the like period after the making of an order for the
winding up of the Company, to serve notice in writing on the Company appointing
some person resident in London upon whom all summonses, notices, processes,
orders and judgements in relation to or under the winding up of the Company may
be served, and in default of such nomination the liquidator of the Company shall
be at liberty on behalf of such member to
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appoint some such person, and service upon any such appointee shall be deemed to
be a good personal service on such member for all purposes, and where the
liquidator makes any such appointment he shall, with all convenient speed, give
notice thereof to such member by advertisement in The Times or any other leading
London daily newspaper, or by a letter sent by registered or recorded delivery
post and addressed to such member at his address as appearing in the Register,
and such notice shall be deemed to be served on the day following that on which
the advertisement appears or the letter is posted.
INDEMNITY
Indemnity and insurance of Directors and Secretary
165. (A) Subject to the Statutes, but without prejudice to an indemnity to which
he may otherwise be entitled, every person who is or was a Director, alternate
director or Secretary of the Company shall be indemnified out of the assets of
the Company against all costs, charges, losses and liabilities incurred by him
in the proper execution of his duties or the proper exercise of his powers,
authorities and discretions including, without limitation, a liability incurred:
(i) defending proceedings (whether civil or criminal) in which judgment is
given in his favour or in which he is acquitted, or which are otherwise disposed
of without a finding or admission of material breach of duty on his part; or
(ii) in connection with any application in which relief is granted to him
by the court from liability for negligence, default, breach of duty or breach of
trust in relation to the affairs of the Company.
(B) Subject to the Statutes, the board may exercise all the powers of the
Company to purchase and maintain insurance for the benefit of a person who is or
was:
(i) a Director, alternate director or Secretary of the Company or of a
company which is or was a subsidiary undertaking of the Company or in which the
Company has or had an interest (whether direct or indirect); or
(ii) trustee of a retirement benefits scheme or other trust in which a
person referred to in Article 165(A)(i) is or has been interested,
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indemnifying him against liability for negligence, default, breach of duty or
breach of trust or any other liability which may lawfully be insured against by
the Company.
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