EXHIBIT 3.1
THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
(adopted by special resolution passed on 30th April 1997
and amended by special resolutions passed on 30th October 1998)
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ALLIANCE RESOURCES PLC
PRELIMINARY
1. The regulations contained in Table A in the schedule to The Companies
(Tables A to F) Regulations 1985 and in any Table A applicable to the
Company under any former enactment relating to companies shall not apply to
the Company except in so far as they are repeated or contained in these
Articles.
2. In these Articles, unless the context otherwise requires:-
"STATUTES" means the Companies Act 1985 as amended by the Companies Act
1989, the Companies Act 1989 and every other statute or subordinate
legislation for the time being in force concerning companies and affecting
the Company including every amendment or re-enactment (with or without
amendment) thereof for the time being in force;
"ARTICLES" means these Articles of Association as altered from time to
time;
"AUDITORS" means the Auditors for the time being of the Company;
"CLEAR DAYS' NOTICE" means that the notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for which it is
given or on which it is to take effect;
"DIRECTORS" means the Directors for the time being of the Company, or, as
the case may be, the board of directors for the time being of the Company
or the persons present at a duly convened meeting of the board of directors
or any duly authorised committee thereof at which a quorum is
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present;
"DIVIDEND" includes bonus;
"MONTH" means calendar month;
"OFFICE" means the registered office for the time being of the Company;
"PAID UP" includes credited as paid up;
"REGISTER" means the Register of Members of the Company required to be kept
by the Statutes;
"REGULATED ENTITY" means (i) any entity that is a "bank holding company"
(as defined in Section 2(a) of the U.S. Bank Holding Company Act of 1956,
as amended, (the "BHC Act")) or any non-bank subsidiary of such an entity
or (ii) any entity that, pursuant to Section 8(a) of the U.S. International
Banking Act of 1978, as amended, is subject to the provisions of the BHC
Act or any non-bank subsidiary of such an entity;
"SEAL" means the common seal of the Company;
"SECRETARY" includes a joint, deputy or assistant secretary, and any person
appointed by the Directors to perform the duties of the Secretary of the
Company;
"UNCERTIFICATED SECURITIES REGULATIONS" means the Uncertificated Securities
Regulations 1995, including any statutory modification or re-enactment for
the time being in force;
"UNITED KINGDOM" means Great Britain and Northern Ireland;
"IN WRITING" and "WRITTEN" includes printing, lithography, typewriting,
photography and other modes of representing or reproducing words in visible
form.
Words importing the singular number only shall include the plural, and vice
versa.
Words importing the masculine gender only shall include the feminine
gender.
Words importing individuals and words importing persons shall include
bodies corporate and unincorporated associations.
Any reference herein to the provisions of any Act or of any subordinate
legislation shall include any amendment or re-enactment (with or without
amendment) thereof for the time being in force.
Subject as aforesaid, and unless the context otherwise requires, words and
expressions defined in the Statutes shall bear the same meanings in these
Articles.
A Special or Extraordinary Resolution shall be effective for any purpose
for which an Ordinary Resolution is expressed to be required under any
provision of these Articles.
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SHARES
3.1 The authorised share capital of the Company at the date of the adoption of
this Article 3.1 is (Pounds)18,400,000 divided into 425,001,376 Ordinary
Shares of 1p each (hereinafter referred to as the "ORDINARY SHARES"), and
1,414,998,624 Deferred Shares of 1p each (hereinafter referred to as the
"DEFERRED SHARES")./1/
3.2 The holders of the Deferred Shares shall not, by virtue of or in respect of
their holdings of Deferred Shares, have the right to receive notice of any
General Meeting of the Company nor the right to attend, speak or vote at
any such General Meeting. The Deferred Shares shall not entitle their
holders to receive any dividend or other distribution. The Deferred Shares
shall on a return of capital on winding up or otherwise entitle the holder
only to the repayment of the amounts paid up on such shares after repayment
of the capital paid up on all other classes of share in the capital of the
Company. The Company shall have irrevocable authority at any time after
the adoption of this Article to appoint any person to execute on behalf of
the holders of the Deferred Shares a transfer therefore (and/or an
agreement to transfer the same) to such person as the Company may determine
as custodian thereof and/or to purchase the same (in accordance with the
provisions of the Statutes) in any case for not more than 1p for all of the
Deferred Shares without obtaining the sanction of the holder or holders
thereof and pending such transfer and/or purchase to retain the certificate
for the Deferred Shares.
4. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares, any share in the Company may be
issued with such rights (including preferred, deferred or other special
rights) or such restrictions, whether in regard to dividend, voting, return
of capital or otherwise as the Company may from time to time by Ordinary
Resolution determine (or, in the absence of any such determination, as the
Directors may determine).
5. Subject to the provisions of the Statutes:-
5.1 any shares may be issued which are to be redeemed or are liable to be
redeemed at the option of the Company or the shareholder on such terms and
in such manner as may be provided by these Articles; and
5.2 the Company may purchase any of its own shares (including any redeemable
shares).
6. The Company shall not give any financial assistance for the acquisition of
shares in the Company except and in so far as permitted by the Statutes.
7. The shares of the Company shall not be allotted at a discount and save as
permitted by the Statutes shall not be allotted except as paid up at least
as to one-quarter of their nominal value and the whole of any premium
thereon.
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/1/ Pursuant to a special resolution passed on 30 October 1998, 10,000,000
Ordinary Shares of 1 pence each that were authorised but not in issue were
converted into and re-designated as 10,000,000 convertible restricted
voting shares of 1 pence each.
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8. The Company may exercise the powers of paying commissions conferred by the
Statutes to the full extent thereby permitted. Such commission may be
satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in one way and partly in the other. The Company may also
on any issue of shares pay such brokerage as may be lawful.
9. Save as otherwise provided in the Statutes or in these Articles, all
unissued shares (whether forming part of the original or any increased
capital) shall be at the disposal of the Directors who may (subject to the
provisions of the Statutes) allot (with or without conferring a right of
renunciation), grant options over, offer or otherwise deal with or dispose
of them to such persons at such times and generally on such terms and
conditions as they may determine. The Directors may at any time after the
allotment of any share but before any person has been entered in the
Register as the holder, recognise a renunciation thereof by the allottee in
favour of some other person and may accord to any allottee of a share a
right to effect such renunciation upon and subject to such terms and
conditions as the Directors may think fit to impose.
10. Except as required by law or pursuant to the provisions of these Articles,
no person shall be recognised by the Company as holding any share upon any
trust, and (except only as by these Articles or by law otherwise provided
or under an order of a court of competent jurisdiction) the Company shall
not be bound by or be compelled 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
rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.
SHARE CERTIFICATES
11. Every share certificate shall specify the number and class and the
distinguishing number (if any) of the shares to which it relates and the
amount paid up thereon. No certificate shall be issued relating to shares
of more than one class.
12. Every person (other than a recognised clearing house (within the meaning of
the Financial Services Act 1986) or a nominee of a recognised clearing
house or of a recognised investment exchange (within the meaning of the
Financial Services Act 1986) in respect of whom the Company is not by law
required to complete and have ready for delivery a certificate) whose name
is entered as a Member on the Register shall be entitled without payment to
receive within two months after allotment or lodgement of transfer (or
within such other period as the conditions of issue shall provide) one
certificate for all the shares registered in his name or, in the case of
shares of more than one class being registered in his name, a separate
certificate for each class of shares so registered, and where a Member
(except such a clearing house or nominee) transfers part of the shares of
any class registered in his name he shall be entitled without payment to
one certificate for the balance of shares of that class retained by him.
If a Member shall require additional certificates he shall pay for each
additional certificate such reasonable sum (if any) as the Directors may
determine.
13. In respect of shares of one class held jointly by more than one person the
Company shall not be bound to issue more than one certificate, and delivery
of a certificate for such shares to one of the joint holders of such shares
shall be sufficient delivery to all such holders.
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14. If any certificate be defaced then upon delivery thereof to the Directors
they may order the same to be cancelled and may issue a new certificate in
lieu thereof; and if any certificate be worn out, lost or destroyed, then
upon proof thereof to the satisfaction of the Directors and on such
indemnity with or without security as the Directors deem adequate being
given, a new certificate in lieu thereof shall be given to the party
entitled to such worn out, lost or destroyed certificate.
15. Every certificate issued under the last preceding Article shall be issued
without payment, but there shall be paid to the Company such exceptional
out-of-pocket expenses of the Company in connection with the request
(including, without limiting the generality of the foregoing, the
investigation of such request and the preparation and execution of any such
indemnity or security) as the Directors think fit.
VARIATION OF RIGHTS
16. If at any time the share capital is divided into different classes of
shares, the rights attached to any class or any of such rights may,
subject to the provisions of the Statutes, whether or not the Company is
being wound up, be modified, abrogated or varied with the consent in
writing of the holders of three-fourths in nominal value 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 the shares of that
class.
17. To every such separate General Meeting the provisions of sections 369, 370,
376 and 377 of the Companies Act 1985 and the provisions of these Articles
relating to General Meetings shall, mutatis mutandis, so far as applicable
apply, subject to the following provisions, namely:-
17.1 the necessary quorum at any such meeting, other than an adjourned meeting,
shall be two persons holding or representing by proxy at least one-third in
nominal value of the issued shares of the class in question and at an
adjourned meeting one person holding shares of the class in question or his
proxy;
17.2 any holder of shares of the class in question present in person or by proxy
may demand a poll; and
17.3 every holder of shares of the class in question present in person or by
proxy shall be entitled on a poll to one vote for every share of that class
held by him.
18. The rights attached to any class of shares shall, unless otherwise
expressly provided by the terms of issue of the shares of that class or by
the terms upon which such shares are for the time being held, be deemed not
to be modified, abrogated or varied by the creation or issue of further
shares ranking pari passu therewith.
CALLS ON SHARES
19. The Directors may, subject to the terms of allotment thereof, from time to
time make such calls upon the Members as they think fit in respect of any
moneys unpaid on their shares (whether on account of the nominal value of
the shares or by way of premium) and each Member shall (subject to the
Company serving on him at least 14 days' notice specifying the time or
times and place of payment) pay to the Company at the time or times and
place so specified the amount called on his shares. A
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call may be revoked or postponed, in whole or in part, as the Directors may
determine. A person upon whom a call is made shall remain liable for all
calls made upon him notwithstanding the subsequent transfer of the shares
in respect of which the call was made.
20. A call shall be deemed to have been made at the time when the resolution of
the Directors authorising the call was passed and may be required to be
paid by instalments.
21. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
22. If a sum payable in respect of any call or instalment is not paid on or
before the day appointed for payment thereof, the person from whom it is
due shall pay interest on the sum at such rate, not exceeding 15 per cent.
per annum, as the Directors may determine from the day appointed for the
payment thereof until the actual payment thereof, and all expenses that may
have been incurred by the Company by reason of such non-payment; but the
Directors may, if they shall think fit, waive the payment of such interest
and expenses or any part thereof.
23. Any sum which by the terms of issue of a share becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share
or by way of premium, shall for the purposes of these Articles be deemed to
be a call duly made and payable on the date on which by the terms of issue
the same becomes payable, and in case of non-payment all the relevant
provisions of these Articles as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
24. The Directors may, on the issue of shares, make arrangements for a
difference between the holders of such shares in the amounts of calls to be
paid and in the times of payment of such calls.
25. The Directors may, if they think fit, receive from any Member willing to
advance the same all or any part of the moneys, whether on account of the
nominal value of the shares or by way of premium, uncalled and unpaid upon
any shares held by him; and upon all or any of the moneys so paid in
advance the Directors may (until the same would, but for such advance,
become presently payable) pay interest at such rate not exceeding (unless
the Company in General Meeting shall otherwise direct) 12 per cent. per
annum, as may be agreed upon between the Directors and the Member paying
such moneys in advance.
FORFEITURE AND LIEN
26. If any Member fails to pay any call or instalment in full on or before the
day appointed for payment thereof, the Directors may, at any time
thereafter, serve a notice on him requiring him to pay so much of the call
or instalment as is unpaid, together with any interest which may have
accrued and any expenses incurred by the Company by reason of such non-
payment.
27. The notice shall name a further day (not earlier than the expiration of 14
days from the date of service of the notice) on or before which, and the
place where, such call or instalment and such interest and expenses as
aforesaid are to be paid. The notice shall also state that in the event of
non-payment at or before the time and at the place appointed, the shares in
respect of which such call or instalment is payable will be liable to be
forfeited.
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28. 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 the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect. Such forfeiture
shall extend to all dividends declared and other moneys payable in respect
of the shares so forfeited and not actually paid before such forfeiture.
Forfeiture shall be deemed to occur at the time of the passing of the said
resolution of the Directors. The Directors may accept a surrender of any
share liable to be forfeited hereunder upon such terms and conditions as
they think fit.
29. When any share has been forfeited notice of the forfeiture shall be served
upon the person who was before forfeiture the holder of the share, or any
person entitled to the share by transmission, and an entry of the
forfeiture or surrender, with the date thereof, shall forthwith be made in
the Register, but no forfeiture or surrender shall be invalidated by any
failure to give such notice or make such entry as aforesaid.
30. A share so forfeited or surrendered shall be deemed to be the property of
the Company, and may be sold, re-allotted or otherwise disposed of either
to the person who was, before forfeiture, the holder or to any other person
in such manner, either subject to or discharged from all calls made or
instalments due prior to the forfeiture or surrender, as the Directors
think fit: Provided that the Company shall not exercise any voting rights
in respect of such share and any such share not disposed of in accordance
with the foregoing within a period of three years from the date of its
forfeiture or surrender shall thereupon be cancelled in accordance with the
provisions of the Statutes. For the purpose of giving effect to any such
sale or other disposition the Directors may authorise some person to
transfer the share so sold or otherwise disposed of to, or in accordance
with the directions of, the purchaser thereof or other person becoming
entitled thereto.
31. The Directors may, at any time before any share so forfeited or surrendered
shall have been cancelled or sold, re-allotted or otherwise disposed of,
annul the forfeiture or surrender upon such terms as they think fit.
32. Any person whose shares have been forfeited or surrendered shall cease to
be a Member in respect of those shares and shall surrender to the Company
for cancellation the certificate for the forfeited or surrendered shares,
but shall, notwithstanding such forfeiture or surrender, remain liable to
pay to the Company all moneys which, at the date of the forfeiture or
surrender, were presently payable by him to the Company in respect of the
shares, together with interest thereon at such rate, not exceeding 15 per
cent. per annum, as the Directors may determine from the time of forfeiture
or surrender until the time of payment, but his liability shall cease if
and when the Company shall have received payment in full of all such moneys
in respect of the shares, together with interest as aforesaid. The
Directors may, if they shall think fit, waive the payment of such interest
or any part thereof. The Company may enforce payment of such moneys
without being under any obligation to make any allowance for the value of
the shares forfeited or surrendered or for any consideration received on
their disposal.
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33. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such share; but the
Directors may at any time waive any lien which has arisen and may declare
any share to be wholly or in part exempt from the provisions of this
Article. The Company's lien, if any, on a share shall extend to all
amounts payable in respect of it.
34. The Company may sell, in such manner as the Directors think fit, any share
on which the Company has a lien, but no sale shall be made unless a sum in
respect of which the lien exists is presently payable, nor until the
expiration of 14 days after a notice in writing, (i) stating, and demanding
payment of, the sum presently payable, and (ii) giving notice of intention
to sell in default of such payment, has been given to the registered holder
for the time being of the share, or the person entitled thereto by reason
of his death or bankruptcy or otherwise by operation of law.
35. The net proceeds of such sale, after payment of the costs thereof, shall be
applied in or towards satisfaction of such part of the amount in respect of
which the lien exists as is presently payable. The residue, if any, shall
(subject to a like lien for sums not presently payable as existed upon the
shares before the sale) be paid to the person entitled to the shares at the
date of sale. For giving effect to any such sale the Directors may
authorise some person to transfer the shares sold to, or in accordance with
the directions of, the purchaser.
36. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company, and that a share has been duly forfeited or
surrendered or sold to satisfy a lien of the Company on a date stated in
the declaration, shall be conclusive evidence of the facts stated therein
against all persons claiming to be entitled to the share. Such declaration
and the receipt of the Company for the consideration (if any) given for the
share on the sale, re-allotment or disposal thereof, together with the
share certificate delivered to a purchaser or allottee thereof, shall
(subject to the execution of a transfer if the same be required) constitute
a good title to the share and the person to whom the share is sold, re-
allotted or disposed of shall be registered as the holder of the share and
shall not be bound to see to the application of the purchase money (if any)
nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the forfeiture, surrender,
sale, re-allotment or disposal of the share.
UNCERTIFICATED SHARES - GENERAL
37.1 Uncertificated shares are not to be regarded as forming a separate
class from certificated shares of that class.
37.2 In relation to any share which is for the time being held in uncertificated
form:
(a) the Company may utilise the relevant system in which it is held to
the fullest extent available from time to time in the exercise of any
of its powers of functions under the Statutes or these articles or
otherwise in effecting any action and the board may from time to time
determine the manner in which such powers, functions and actions
shall be so exercised or affected;
(b) any provision in these articles which is inconsistent with:
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(i) the holding or transfer of that share in the manner
prescribed or permitted by the statutes;
(ii) any other provision of the Statutes relating to shares held
in uncertificated form; or
(iii) the exercise of any powers or functions by the Company or the
effecting by the Company of any actions by means of a relevant
system,
shall not apply;
(c) the Company may, by notice in writing to the holder of any such
shares, require the holder to change the form of such shares to
certificated form within such period as may be specified in the
notice and if the holder does not comply, the Directors may authorise
a person to take such steps in the name of the holder as may be
required to change the form; and
(d) the Company shall not issue a certificate.
37.3 For the purpose of effecting any actions by the Company, the directors may
determine that holdings of the same member in uncertificated form and in
certificated form shall be treated as separate holdings.
37.4 A member may, in accordance with the Uncertificated Securities Regulations,
change a share of a class which is a participating security from
certificated form to uncertificated form, and from uncertificated form to
certificated form.
TRANSFER OF SHARES
38.1 The Company shall register the transfer of any shares held in
uncertificated form in accordance with the Statutes. Subject to the
requirements of the London Stock Exchange, the Directors may, in their
absolute discretion and without giving any reason for their decision,
refuse to register any transfer of an uncertificated share where permitted
by the Statutes.
38.2 All transfers of certificated shares shall be effected by instrument in
writing in any usual or common form or any other form which the Directors
may approve. The instrument of transfer of any certificated share in the
Company shall be signed by or on behalf of the transferor (and, in the case
of a share which is not fully paid, shall be signed by or on behalf of the
transferee). 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.
38.3 Subject to Article 75.3, the Directors may, in their absolute discretion
and without assigning any reason therefore, refuse to register any transfer
of any share which is not a fully paid share (whether certificated or
uncertificated) provided that, where any such shares are admitted to the
Official List of The London Stock Exchange, such discretion may not be
exercised in such a way as to prevent dealings in the shares of the
relevant class or classes from taking place on an open or proper basis.
The Directors may likewise refuse to register any transfer of a share
(whether certificated or
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uncertificated), whether fully paid or not, in favour of more than four
persons jointly.
39. For so long as any Regulated Entity holds more than 5.0% of the outstanding
Ordinary Shares, such Regulated Entity may transfer its Ordinary Shares
only under the following circumstances: (i) in a widely distributed public
offering; (ii) in a transfer pursuant to Rule 144 under the United States
of America ("U.S.") Securities Act 1933, as amended, or any similar rule
then in force; (iii) in a transfer constituting two percent or less of the
outstanding Ordinary Shares; (iv) in a transfer to a person if a person
already owns or has negotiated to purchase at least a majority of the
Ordinary Shares (not including the sale from the Regulated Entity); (v) in
a transfer to the Company; (vi) in a transfer to an affiliate of such
holder or any other Regulated Entity; or (vii) in any method of transfer
permitted by the Board of Governors of the Federal Reserve System of the
U.S. Once such Regulated Entity holds 5.0% or less of the outstanding
Ordinary Shares, the foregoing restrictions on transfer shall cease to
apply to such holder. For the purposes of this Article 39, the term
"affiliate" shall have the meaning ascribed to it in Section 225.2 of
Regulation Y promulgated by the Board of Governors of the US Federal
Reserve System.
40. The Directors:-
40.1 shall decline to register any instrument of transfer which, to their actual
knowledge, would be in breach of Article 39, but provided that no liability
shall attach to the Directors for registering a transfer in breach of the
provisions of Article 39 unless they have actual notice of such breach; and
40.2 may decline to recognise any instrument of transfer unless:-
(a) the instrument of transfer is left at the Office, or at such other
place as the Directors may from time to time determine, accompanied
by the certificate(s) of the shares to which it relates and such
other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer (and, if the instrument
of transfer is executed by some other person on his behalf, the
authority of that person so to do); and
(b) the instrument of transfer is in respect of only one class of share.
41. If the Directors refuse to register a transfer 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 and (except in the case of
fraud) return to him the instrument of transfer. All instruments of
transfer which are registered may be retained by the Company.
42. No fee shall be charged by the Company on the registration of any
instrument of transfer, probate, letters of administration, certificate of
death or marriage, power of attorney, stop notice or other document or
instruction relating to or affecting the title to any shares or otherwise
for making any entry in the Register affecting the title to any shares.
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43. The registration of transfers may be suspended at such times and for such
periods as the Directors may from time to time determine, and either
generally or in respect of any class of shares: Provided always that such
registration shall not be suspended, either generally or otherwise, for
more than 30 days in any year.
44. The Company shall be entitled to destroy:-
44.1 any instrument of transfer or other document which has been registered, or
on the basis of which registration was made, at any time after the
expiration of six years from the date of registration thereof;
44.2 any dividend mandate or any variation or cancellation thereof or any
notification of change of address, at any time after the expiration of two
years from the date of recording thereof; and
44.3 any share certificate which has been cancelled, at any time after the
expiration of one year from the date of such cancellation,
and 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 and that
every other document destroyed hereunder was a valid and effective document
in accordance with the recorded particulars thereof in the books or records
of the Company: Provided always that:-
(a) the provisions aforesaid shall apply only to the destruction of a
document in good faith and without express notice to the Company that
the preservation of such document was relevant to any claim
(regardless of the parties thereto);
(b) nothing contained in this Article 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 case where the
conditions of proviso (a) above are not fulfilled; and
(c) references in this Article to the destruction of any document include
references to its disposal in any manner.
TRANSMISSION OF SHARES
45. In case of the death of a Member the survivor or survivors 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 interest in
the shares; but nothing herein contained shall release the estate of a
deceased Member from any liability in respect of any share which had been
solely or jointly held by him.
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46. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member or otherwise by operation of law may, upon such
evidence being produced as may from time to time properly be required by
the Directors and subject as hereinafter provided, elect either to be
registered himself as holder of the share or to have some person nominated
by him registered as the transferee thereof, but the Directors shall, in
either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by the Member
registered as the holder of any such share before his death or bankruptcy
or other event, as the case may be.
47. 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. If he shall elect to have another person
registered he shall testify his election by executing to that person a
transfer of the share. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the Member or other event had
not occurred and the notice or transfer were a transfer signed by the
Member registered as the holder of any such share.
48. A person becoming entitled to a share by reason of the death or bankruptcy
of the holder or otherwise by operation of law shall, upon supplying to the
Company such evidence as the Directors may reasonably require to show his
title to the share, be entitled to the same dividends and other advantages
to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a Member in
respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company (including
meetings of the holders of any class of shares in the Company): 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 the notice is not complied with within 60 days, the Directors may
thereafter withhold payment of all dividends, bonuses or other moneys
payable in respect of the share until the requirements of the notice have
been complied with.
UNTRACED SHAREHOLDERS
49. The Company shall be entitled to sell, at the best price reasonably
obtainable at the time of sale, any share of a Member or any share to which
a person is entitled by transmission if and provided that:-
49.1 for a period of 12 years no cheque, warrant or order sent by the Company in
the manner authorised by these Articles in respect of the share in question
has been cashed and no communication has been received by the Company from
the Member or the person entitled by transmission; provided that, in such
period of 12 years, at least three dividends whether interim or final on or
in respect of the share in question have become payable and no such
dividend during that period has been claimed; and
49.2 the Company has, on or after expiration of the said period of 12 years, by
advertisement in both a national newspaper and a newspaper circulating in
the area in which the last known address of the member or the address at
which service of notices may be effected in the manner authorised in
accordance with the provisions of these Articles is located, given notice
of its intention to sell such share (but so that such advertisements need
not refer to the names of the holder(s) of the share or
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identify the share in question); and
49.3 the Company has not, during the further period of three months after the
publication of such advertisements and prior to the exercise of the power
of sale, received any communication from the Member or person entitled by
transmission; and
49.4 if the shares are listed or dealt in on the London Stock Exchange Limited,
the Company has given notice in writing to such Stock Exchange of its
intention to sell such share.
50. If, during any 12 year period or three month period referred to in
paragraphs 49.1 and 49.3 of the preceding Article, further shares have been
issued in respect of those held at the beginning of such 12 year period or
of any previously issued during such periods and all the other requirements
of such Article have been satisfied in respect of the further shares, the
Company may also sell such further shares.
51. To give effect to any sale pursuant to the previous two Articles, the
Directors may authorise any person to execute as transferor an instrument
of transfer of the said share and such instrument of transfer shall be as
effective as if it had been executed by the registered holder of or person
entitled by transmission to such share. The transferee shall not be bound
to see to the application of the purchase moneys and the title of the
transferee shall not be affected by any irregularity or invalidity in the
proceedings relating thereto. The net proceeds of sale shall belong to the
Company which shall be obliged to account to the former Member or other
person previously entitled as aforesaid for an amount equal to such
proceeds and shall enter the name of such former Member or other person in
the books of the Company as a creditor for such amount. No trust shall be
created in respect of the debt, no interest shall be payable in respect of
the same and the Company shall not be required to account for any money
earned on the net proceeds, which may be employed in the business of the
Company or invested in such investments (other than shares of the Company
or its holding company (if any)) as the Directors may from time to time
think fit.
52. If either (i) on two consecutive occasions cheques, warrants or orders in
payment of dividends or other moneys payable in respect of any share have
been sent through the post or otherwise in accordance with the provisions
of these Articles but have been returned undelivered or left uncashed
during the periods for which the same are valid or any transfer by bank or
other funds transfer system has not been satisfied; or (ii) following one
such occasion reasonable enquiries have failed to establish any new address
of the registered holder; the Company need not thereafter despatch further
cheques, warrants or orders and need not thereafter transfer any sum (as
the case may be) in payment of dividends or other moneys payable in respect
of the share in question until the Member or other person entitled thereto
shall have communicated with the Company and supplied in writing to the
Office an address for the purpose.
ALTERATION OF CAPITAL
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53. The Company may from time to time by Ordinary Resolution increase its share
capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe. All new shares shall be subject to the
provisions of these Articles with reference to allotment, payment of calls,
forfeiture, lien, transfer and transmission and otherwise.
54. The Company may by Ordinary Resolution:-
54.1 consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
54.2 sub-divide its existing shares, or any of them, into shares of smaller
amount, provided that:-
(a) in the sub-division the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as it
was in the case of the share from which the reduced share is derived;
and
(b) the resolution whereby any share is sub-divided may determine that as
between the resulting shares one or more of such shares may be given
any preference or advantage or be subject to any restriction as
regards dividend, capital, voting or otherwise over the others or any
other of such shares;
54.3 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.
55. Subject to any direction by the Company in General Meeting, whenever as the
result of any consolidation or division of shares Members of the Company
are entitled to any issued shares of the Company in fractions, the
Directors may deal with such fractions as they shall determine and in
particular may sell the shares to which Members are so entitled in
fractions to any person (including, subject to the provisions of the
Statutes, the Company) and pay and distribute to and amongst the Members
entitled to such shares in due proportions the net proceeds of the sales
thereof. For the purpose of giving effect to any such sale the Directors
may nominate some person to execute a transfer of the shares sold on behalf
of the Members so entitled to, or in accordance with the directions of, the
purchaser thereof and may cause the name of the transferee(s) to be entered
in the Register as the holder(s) of the shares comprised in any such
transfer, and such transferee(s) shall not be bound to see to the
application of the purchase money nor shall such transferee(s) title to the
shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
56. Subject to the provisions of the Statutes, the Company may by Special
Resolution reduce its share capital, any capital redemption reserve and any
share premium account in any way.
GENERAL MEETINGS
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57. The Company shall in each year hold a General Meeting as its Annual General
Meeting in addition to any other meetings in that year, and not more than
15 months shall elapse between the date of one Annual General Meeting of
the Company and that of the next. The Annual General Meeting shall be held
at such time and place as the Directors shall appoint.
58. All General Meetings other than Annual General Meetings shall be called
Extraordinary General Meetings.
59. The Directors may, whenever they think fit, convene an Extraordinary
General Meeting, and Extraordinary General Meetings shall also be convened
on such requisition, or, in default, may be convened by such
requisitionists, as provided by the Statutes. If at any time there are not
within the United Kingdom sufficient Directors capable of acting to form a
quorum the Directors in the United Kingdom capable of acting may convene an
Extraordinary General Meeting in the same manner as nearly as possible as
that in which meetings may be convened by the Directors.
NOTICE OF GENERAL MEETINGS
60. An Annual General Meeting and a meeting called for the passing of a Special
Resolution shall be called by not less than 21 clear days' notice in
writing, and a meeting of the Company other than an Annual General Meeting
or a meeting for the passing of a Special Resolution shall be called by not
less than 14 clear days' notice in writing. The notice shall specify the
place, the day and the time of meeting and, in the case of any special
business, the general nature of that business. It shall be given, in the
manner hereinafter mentioned or in such other manner, if any, as may be
prescribed by the Company in General Meeting, to such persons as are, under
these Articles, entitled to receive such notices from the Company and shall
comply with the provisions of the Statutes as to informing Members of their
right to appoint proxies. A notice calling an Annual General Meeting shall
specify the meeting as such and a notice convening a meeting to pass an
Extraordinary Resolution or a Special Resolution as the case may be shall
specify the intention to propose the resolution as such.
61. A meeting of the Company shall, notwithstanding that it is called by
shorter notice than that specified in the last preceding Article, be deemed
to have been duly called if it is so agreed:-
61.1 in the case of a meeting called as the Annual General Meeting, by all the
Members entitled to attend and vote thereat; and
61.2 in the case of any other meeting, by a majority in number of the Members
having a right to attend and vote at the meeting, being a majority together
holding not less than 95 per cent. in nominal value of the shares giving
that right.
62. The accidental omission to give notice of a meeting, or to send a form of
proxy with a notice where required by these Articles, to any person
entitled to receive notice, or the non-receipt of notice of a meeting or
form of proxy by any such person, shall not invalidate the proceedings at
that meeting.
PROCEEDINGS AT GENERAL MEETINGS
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63. All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and also all that is transacted at an Annual General
Meeting, with the exception of declaring a dividend, the consideration of
the annual accounts and the reports of the Directors and Auditors on those
accounts, the appointment of Directors in place of those retiring, and the
appointment of (when special notice of the resolution for such appointment
is not required by the Statutes) and the fixing of the remuneration of the
Auditors or the determination of the manner in which such remuneration is
to be fixed.
64. No business shall be transacted at any General Meeting unless a quorum is
present at the time when the meeting proceeds to business; save as herein
otherwise provided, two Members present in person or by proxy and entitled
to vote shall be a quorum. The appointment of a Chairman in accordance
with the provisions of these Articles shall not be treated as part of the
business of the meeting.
65. If within five minutes (or such longer time as the Chairman may decide)
from the time appointed for the meeting a quorum is not present, the
meeting, if convened by or upon the requisition of Members, shall be
dissolved. In any other case it shall stand adjourned to such time (being
not less than 14 days nor more than 28 days later) and place as the
Chairman shall appoint. If at such adjourned meeting a quorum be not
present within five minutes from the time appointed therefor, the Member or
Members present in person or by proxy and entitled to vote shall have power
to decide upon all matters which could properly have been disposed of at
the meeting from which the adjournment took place. The Company shall give
not less than seven clear days' notice of any meeting adjourned for want of
a quorum, and the notice shall state that the Member or Members present as
aforesaid shall form a quorum and shall have the power aforesaid.
66. The Chairman, if any, of the board of directors shall preside as Chairman
at every General Meeting of the Company. If there be no such Chairman, or
if at any General Meeting he shall not be present within five minutes after
the time appointed for holding the meeting or is unwilling to act as
Chairman, the Directors present shall select one of their number to be
Chairman; or if no Director be present and willing to take the chair the
Members present and entitled to vote shall choose one of their number to be
Chairman of the meeting.
67. The Chairman may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place; but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place. When a meeting is adjourned
for 30 days or more, not less than seven clear days' notice in writing of
the adjourned meeting shall be given specifying the day, the place and the
time of the meeting as in the case of an original meeting, but it shall not
be necessary to specify in such notice the nature of the business to be
transacted at the adjourned meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment.
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68. If an amendment shall be proposed to any resolution under consideration but
shall in good faith be ruled out of order by the Chairman of the meeting
the proceedings on the substantive resolution shall not be invalidated by
any error in such ruling. In the case of a resolution duly proposed as a
Special or Extraordinary Resolution no amendment thereto (other than an
amendment to correct a patent error) may in any event be considered or
voted upon.
69. At any General Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded:-
69.1 by the Chairman; or
69.2 by at least three Members present in person or by proxy and entitled to
vote; or
69.3 by any Member or Members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the Members having
the right to vote at the meeting; or
69.4 by a Member or Members present in person or by proxy holding shares in the
Company conferring a right to vote at the meeting being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the
total sum paid up on all shares conferring that right.
Unless a poll be so demanded a declaration by the Chairman that a resolution has
on a show of hands been carried or carried unanimously, or by a particular
majority, or lost and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of
the fact without proof of the number or proportion of the votes recorded in
favour of or against such resolution.
Except as provided in Article 71, if a poll is duly demanded it shall be taken
in such manner (including the use of ballot or voting papers or tickets) as
the Chairman of the meeting directs and he may appoint scrutineers and fix
a time and place for declaring the result of the poll. The result of the
poll shall be deemed to be the resolution of the meeting at which the poll
was demanded.
70. In the case of an equality of votes, whether 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, shall be entitled to a second or casting
vote.
71. A poll demanded on the election of a Chairman or on the question of an
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either immediately or at such subsequent time (not
being more than 30 days after the date of the meeting or adjourned meeting
at which the poll is demanded) and place as the Chairman may direct. No
notice need be given of a poll not taken immediately. Any business other
than that upon which a poll has been demanded may be proceeded with pending
the taking of the poll. The demand for a poll may be withdrawn with the
consent of the Chairman at any time before the close of the meeting or the
taking of the poll, whichever is the earlier, and in that event shall not
invalidate the result of a show of hands declared before the demand was
made.
VOTES OF MEMBERS
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72.1 Subject to any rights or restrictions for the time being attached to any
class or classes of shares and to any other provisions of these Articles,
on a show of hands every Member present in person shall have one vote, and
on a poll every Member present in person or by proxy shall have one vote
for each share of which he is the holder.
72.2 For so long as any Regulated Entity is a member, its Ordinary Shares will
not entitle it to exercise more than 5.0% of the total votes exercisable by
Ordinary Shareholders, taking into account each 5.0% limitation described
above. Upon a transfer of any Ordinary Shares held by a Regulated Entity
to a non-Regulated Entity, the foregoing voting restriction shall cease to
apply to such Ordinary Shares.
73. In the case of joint holders of a share, the vote of the senior who tenders
a vote, whether in person or by proxy, 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 the share.
74. A Member in respect of whom an order has been made by any court having
jurisdiction (in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver curator bonis or other person authorised in that behalf appointed
by that court, and such receiver curator bonis or other person may, on a
poll, vote by proxy, provided that evidence to the satisfaction of the
Directors of the authority of the person claiming to exercise the right to
vote has been delivered at the Office (or at such other place as may be
specified in accordance with these Articles for the delivery of instruments
appointing a proxy) not later than the last time at which an instrument of
proxy should have been delivered in order to be valid for use at that
meeting or on the holding of that poll.
75.1 No Member shall, unless the Directors otherwise determine, be entitled, in
respect of any share in the capital of the Company held by him, to be
present or to vote on any question, either in person or by proxy, at any
General Meeting, or separate General Meeting of the holders of any class of
shares of the Company, or to be reckoned in a quorum, if any call or other
sum presently payable by him to the Company in respect of such share
remains unpaid.
75.2 If any Member, or any other person appearing to the Directors to be
interested in any shares in the capital of the Company held by such Member,
has been duly served with a notice under section 212 of the Companies Act
1985 and is in default for the period of 14 days from the date of service
of the notice under the said section 212 in supplying to the Company the
information thereby required, then the Company may (at the absolute
discretion of the Directors) at any time thereafter by notice (a
"restriction notice") to such Member direct that, in respect of the shares
in relation to which the default occurred and any other shares held at the
date of the restriction notice by the Member, or such of them as the
Directors may determine from time to time, (the "restricted shares" which
expression shall include any further shares which are issued in respect of
any restricted shares), the Member shall not, nor shall any transferee to
which any of such shares are transferred other than pursuant to a permitted
transfer or pursuant to paragraph 75.3(c) below, be entitled to be present
or to vote on any question, either in person or by proxy, at any General
Meeting of the Company or separate General Meeting of the holders of any
class of shares of the Company, or to be reckoned in a quorum.
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75.3 Where the restricted shares represent at least 0.25 per cent. (in nominal
value) of the issued shares of the same class as the restricted shares,
then the restriction notice may also direct that:-
(a) any dividend or any part thereof or other moneys which would
otherwise be payable on or in respect of the restricted shares shall
be withheld by the Company; shall not bear interest against the
Company; and shall be payable (when the restriction notice ceases to
have effect) to the person who would but for the restriction notice
have been entitled to them; and/or
(b) where an offer of the right to elect to receive shares of the Company
instead of cash in respect of any dividend or part thereof is or has
been made by the Company, any election made thereunder by such Member
in respect of such restricted shares shall not be effective; and/or
(c) no transfer of any of the shares held by such Member shall be
recognised or registered by the Directors unless the transfer is a
permitted transfer or:-
(i) the Member is not himself in default as regards supplying
the information required; and
(ii) the transfer is of part only of the Member's holding and,
when presented for registration, is accompanied by a certificate by
the Member in a form satisfactory to the Directors to the effect that
after due and careful enquiry the Member is satisfied that none of the
shares the subject of the transfer are restricted shares.
Upon the giving of a restriction notice its terms shall apply accordingly.
75.4 The Company shall send a copy of the restriction notice to each other
person appearing to be interested in the shares the subject of such
notice, but the failure or omission by the Company to do so shall not
invalidate such notice.
75.5 Any restriction notice shall have effect in accordance with its terms until
7 days after the Directors are satisfied that the default in respect of
which the restriction notice was issued no longer continues but shall cease
to have effect in relation to any shares which are transferred by such
Member by means of a permitted transfer or in accordance with paragraph
75.3(c) above on receipt by the Company of notice that a transfer as
aforesaid has been made. The Company may (at the absolute discretion of the
Directors) at any time give notice to the Member cancelling, or suspending
for a stated period the operation of, a restriction notice in whole or in
part.
75.6 For the purposes of this Article:-
(a) a person shall be treated as appearing to be interested in any shares
if the Member holding such shares has given to the Company a
notification whether following service of a notice under the said
section 212 or otherwise which either (1) names such person as being
so interested or (2) (after taking into account the said notification
and any other relevant information in the possession of the Company)
the Company knows or has reasonable cause
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to believe that the person in question is or may be interested in the
shares; and
(b) a transfer of shares is a permitted transfer if but only if:-
(i) it is a transfer by way of, or in pursuance of, acceptance
of a takeover offer for the Company (as defined in section 428 of the
Companies Act 1985); or
(ii) the Directors are satisfied that the transfer is made
pursuant to a bona fide sale of the whole of the beneficial ownership
of the shares to a third party unconnected with the transferring
Member or with any other person appearing to the Directors to be
interested in such shares (and for the purposes of this paragraph
75.6(b)(ii) any associate (as that term is defined in section 435 of
the Insolvency Act 1986) of the Member or of any other person
appearing to the Directors to be interested in any of the restricted
shares shall be deemed to be connected with the transferring Member);
or
(iii) the transfer results from a sale made on or through the
London Stock Limited or any stock exchange outside the United Kingdom
on which the Company's shares of the same class as the restricted
shares are normally dealt in.
75.7 The provisions of this Article are in addition and without prejudice to the
provisions of the Statutes.
76. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for
all purposes. Any such objection made in due time shall be referred to the
Chairman of the meeting, whose decision shall be final and conclusive.
77. On a poll votes may be given personally or by proxy and a Member entitled
to more than one vote need not, if he votes, use all his votes or cast all
the votes he uses in the same way.
78. The instrument appointing a proxy shall be in writing in any usual or
common form, or any other form which the Directors may approve, under the
hand of the appointor or of his attorney duly authorised in writing, or if
the appointor is a corporation, either under seal, or under the hand of an
officer or attorney duly authorised. The signature on such instrument need
not be witnessed.
79. A proxy need not be a Member of the Company. A Member may appoint more
than one proxy to attend on the same occasion. Deposit of an instrument of
proxy shall not preclude a Member from attending and voting in person at
the meeting or any adjournment thereof.
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80. An instrument appointing a proxy and (failing previous registration with
the Company) the power of attorney or other authority, if any, under which
it is executed, or a notarially certified copy or a copy certified in
accordance with the Powers of Attorney Act 1971 of that power or authority,
or a copy certified in some other manner approved by the Directors, shall
be deposited at the Office or at such other place or one of such places (if
any) within the United Kingdom as is or are specified for that purpose in
or by way of note to the notice convening the meeting or any document
accompanying such notice, not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll taken otherwise than
at or on the same day as the meeting or adjourned meeting, not less than 24
hours before the time appointed for the taking of the poll at which it is
to be used, and in default the instrument of proxy shall not be treated as
valid.
81. An instrument appointing a proxy shall, unless the contrary is stated
thereon, be valid as well for any adjournment of the meeting to which it
relates. No instrument of proxy shall be valid after the expiration of 12
months from the date of its execution except at an adjourned meeting or on
a poll demanded at a meeting or adjourned meeting in cases where the
meeting was originally held within 12 months from that date.
82. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
83. A vote given or poll demanded in accordance with the terms of an instrument
of proxy or by the duly authorised representative of a corporation shall be
valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or determination of the authority of the person
voting or demanding a poll, provided that no intimation in writing of such
death, insanity, revocation or determination shall have been received by
the Company at the Office or such other place (if any) as is specified for
depositing the instrument of proxy before the commencement of the meeting
or adjourned meeting or the holding of a poll subsequently thereto at which
such vote is given.
84. Subject to the provisions of the Statutes, a resolution in writing signed
by all the Members for the time being entitled to receive notice of and to
attend and vote at General Meetings (or being corporations by their duly
authorised representatives) shall be as valid and effective as if the same
had been passed at a General Meeting of the Company duly convened and held,
and may consist of two or more documents in like form each signed by one or
more of the Members.
85. Any corporation which is a Member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the Company or of any class of
Members of the Company, and the person so authorised 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 of the
Company and such corporation shall for the purposes of these Articles be
deemed to be present in person at any such meeting if a person so
authorised is present thereat.
DIRECTORS
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86. Unless and until the Company in General Meeting shall otherwise determine,
the number of Directors shall be not more than 20 nor less than 2.
87. A Director shall not be required to hold any shares in the capital of the
Company. A Director who is not a Member shall nevertheless be entitled to
receive notice of and attend and speak at all General Meetings of the
Company and all separate General Meetings of the holders of any class of
shares in the capital of the Company.
88. The provisions of section 293 of the Companies Act 1985 (which regulate the
appointment and continuation in office of Directors who have attained the
age of 70) shall apply to the Company.
89. A Director of the Company may be or continue as or become a director or
other officer servant or member of, or otherwise interested in, any body
corporate promoted by the Company or in which the Company may be interested
as shareholder or otherwise, and no such Director shall be accountable to
the Company for any remuneration or other benefits received or receivable
by him as a director or other officer servant or member of, or from his
interest in, such other body corporate.
90.1 The Directors shall be paid out of the funds of the Company by way of fees
for their services as Directors such sums (if any) as the Directors may
from time to time determine (not exceeding in the aggregate an annual sum
(excluding amounts payable under any other provision of these Articles) of
(Pounds)100,000 or such larger amount as the Company may by Ordinary
Resolution determine) and such remuneration shall be divided between the
Directors as they shall agree or, failing agreement, equally. Such
remuneration shall be deemed to accrue from day to day.
90.2 The Directors may also be paid all reasonable travelling, hotel and other
expenses properly incurred by them in attending and returning from meetings
of the Directors or any committee of the Directors or General Meetings of
the Company or of the holders of any class of shares or debentures of the
Company or otherwise in connection with the business of the Company.
91. Any Director who is appointed to any executive office or who serves on any
committee or who devotes special attention to the business of the Company,
or who otherwise performs services which in the opinion of the Directors
are outside the scope of the ordinary duties of a Director, may be paid
such extra remuneration by way of salary, percentage of profits or
otherwise as the Directors may determine.
92. The Company shall in accordance with the provisions of the Statutes duly
keep a register showing, as respects each Director, interests of his in
shares in, or debentures of, the Company or associated companies.
ALTERNATE DIRECTORS
93.1 Each Director shall have the power at any time to appoint as an alternate
Director either (1) another Director or (2) any other person approved for
that purpose by a resolution of the Directors, and, at any time, to
terminate such appointment. Every appointment and removal of an alternate
Director shall be in writing signed by the appointor and (subject to any
approval required) shall (unless the Directors agree otherwise) only take
effect upon receipt of such written appointment or removal at
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the Office or at a meeting of the Directors. An alternate Director shall
not be required to hold any shares in the capital of the Company and shall
not be counted in reckoning the maximum and minimum numbers of Directors
allowed or required by Article 86.
93.2 An alternate Director so appointed shall not be entitled as such to receive
any remuneration from the Company except only such part (if any) of the
remuneration otherwise payable to his appointor as such appointor may by
notice in writing to the Company from time to time direct, but shall
otherwise be subject to the provisions of these Articles with respect to
Directors. An alternate Director shall during his appointment be an
officer of the Company and shall alone be responsible to the Company for
his own acts and defaults and shall not be deemed to be an agent of his
appointor.
93.3 An Alternate Director shall be entitled (subject to his giving to the
Company an address within the United Kingdom at which notices may be served
upon him) to receive notices of all meetings of the Directors and of any
committee of the Directors of which his appointor is a member, and shall be
entitled to attend and vote as a Director at any such meeting at which his
appointor is not personally present and generally in the absence of his
appointor to perform and exercise all functions, rights, powers and duties
as Director of his appointor.
93.4 The appointment of an alternate Director shall automatically determine on
the happening of any event which, if he were a Director, would cause him to
vacate such office or if his appointor shall cease for any reason to be a
Director otherwise than by retiring and being re-appointed at the same
meeting.
93.5 A Director or any other person may act as alternate Director to represent
more than one Director and an alternate Director shall be entitled at
meetings of the Directors or any committee of the Directors to one vote for
every Director whom he represents in addition to his own vote (if any) as a
Director, but he shall count as only one for the purpose of determining
whether a quorum is present.
BORROWING POWERS
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94.1 Subject as hereinafter provided the Directors may exercise all the powers
of the Company to borrow money, and to mortgage or charge its undertaking,
property and assets (present and future) and uncalled capital, or any part
thereof, and, subject to the provisions of the Statutes to issue
debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the Company or of any
third party.
94.2 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 undertakings (if any) so as to secure (so far,
as regards subsidiary undertakings, as by such exercise they can secure)
that the aggregate amount for the time being remaining outstanding of all
moneys borrowed by the Group (which expression in this Article means the
Company and its subsidiary undertakings for the time being) and for the
time being owing to persons outside the Group shall not at any time,
without the previous sanction of an Ordinary Resolution of the Company in
General Meeting, exceed a sum equal to two and a half times the aggregate
of:-
(a) the amount paid up on the issued share capital of the Company; and
(b) the total of the capital and revenue reserves of the Group (including
any share premium account, capital redemption reserve and credit
balance on the profit and loss account) in each case, whether or not
such amounts are available for distribution;
all as shown in the latest audited consolidated balance sheet of the Group but
after:-
(i) making such adjustments as may be appropriate in respect of
any variation in such amount paid up on the issued share capital or
share premium account or capital redemption reserve or merger reserve
since the date of such latest audited consolidated balance sheet and
so that for this purpose if any issue or proposed issue of shares for
cash or otherwise has been underwritten or otherwise agreed to be
subscribed (for cash or otherwise) then, at any time when the
underwriting of such shares or other agreement as aforesaid shall be
unconditional, such shares shall be deemed to have been issued and
the amount (including any premium) payable (or which would be
credited as payable) in respect thereof (not being moneys payable
later than six months after the date of allotment) shall be deemed to
have been paid up to the extent that the underwriters or other
persons are liable therefor;
(ii) deducting (to the extent included):-
(A) any amounts distributed or proposed to be distributed
(but not provided in such latest audited consolidated
balance sheet) other than distributions attributable to
the Company or any subsidiary undertaking;
(B) any amounts attributable to goodwill (other than goodwill
arising on consolidation);
(C) the aggregate amount of moneys borrowed for the purposes
of this Article 94.2 an amount equal to the aggregate for
the time being outstanding of all cash deposits with
banks (not being the Company or any subsidiary of the
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Company), certificates of deposit, securities of
governments, and securities of public companies traded on
a Recognised Investment Exchange or an overseas stock
exchange and similar instruments owned by the Company
and/or and subsidiary or subsidiary undertaking of the
Company net of a proportion of the total amount for the
time being outstanding of cash deposits and certificates
of deposit and securities of governments, or securities
of public companies traded on a Recognised Investment
Exchange or an overseas stock exchange and similar
instruments owned by any partly owned subsidiary or any
subsidiary undertaking which would otherwise fall to be
included, such proportion being that which the issued
equity share capital of such partly owned subsidiary or
such subsidiary undertaking which is not for the time
being beneficially owned directly or indirectly by the
Company bears to the whole of its issued equity share
capital; and
(D) moneys borrowed for the purpose of repaying the whole or
any part of any moneys previously borrowed and then
outstanding (including any premium payable on final
repayment) and to be applied for that purpose within 6
months of the borrowing shall not, pending such
application, be taken into account as moneys borrowed;
(iii) excluding:-
(A) any sums set aside for taxation;
(B) any amounts attributable to outside shareholders in
subsidiary undertakings of the Company;
(iv) deducting any debit balance on the profit and loss account;
and
(v) making such adjustments (if any) as the Auditors may consider
appropriate.
94.3 For the purpose of the foregoing limit "moneys borrowed" shall be deemed to
include the following except in so far as otherwise taken into account
(together in each case with any fixed or minimum premium payable on final
redemption or repayment):-
(a) the principal amount for the time being owing (other than to a member
of the Group) in respect of any loan capital, whether secured or
unsecured, issued by a member of the Group in whole or in part for
cash or otherwise;
(b) the principal amount raised by any member of the Group by acceptances
or under any acceptance credit opened on its behalf by any bank or
accepting house other than acceptances relating to the purchase of
goods in the ordinary course of trading and outstanding for not more
than 90 days;
(c) the nominal amount of any issued share capital, and the principal
amount of any moneys borrowed or other indebtedness, the redemption
or repayment of which is guaranteed or secured or is the subject of
an indemnity given by any member of the Group and the
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beneficial interest in the redemption or repayment of which is not
owned within the Group; and
(d) the nominal amount of any issued share capital (not being equity
share capital which as regards capital has rights no more favourable
than those attached to its ordinary share capital) of any subsidiary
undertaking of the Company owned otherwise than by other members of
the Group,
but "moneys borrowed" shall not include and shall be deemed not to
include:-
(i) amounts borrowed for the purpose of repaying the whole or
any part (with or without premium) of any moneys borrowed by any
member of the Group then outstanding and so to be applied within six
months of being so borrowed, pending their application for such
purpose within such period; and
(ii) the proportion of the excess outside borrowing of a partly
owned subsidiary undertaking which corresponds to the proportion of
its equity share capital which is not directly or indirectly
attributable to the Company and so that, for this purpose, the
expression "excess outside borrowing" shall mean so much of the
moneys borrowed by such partly owned subsidiary undertaking otherwise
than from members of the Group as exceeds the moneys borrowed (if
any) from and owing to it by other members of the Group.
When the aggregate amount of moneys borrowed required to be taken into
account for the purposes of this Article on any particular day is being
ascertained, any of such moneys denominated or repayable (or repayable at
the option of any person other than the Company or any subsidiary
undertaking) in a currency other than sterling shall be translated, for the
purpose of calculating the sterling equivalent, at the rate(s) of exchange
prevailing on that day in London, or on the last business day six months
before such day if thereby such aggregate amount would be less (and so that
for this purpose the rate of exchange prevailing shall be taken as the spot
rate in London quoted at or about 11.00 a.m. on the day in question by a
London clearing bank, approved by the Directors, as being the rate for the
purchase by the Company of the currency and amount in question for
sterling).
94.4 A certificate or report by the Auditors as to the amount of the limit in
paragraph 94.2 of this Article or the aggregate amount of moneys borrowed
falling to be taken into account under paragraph 94.3 of this Article or to
the effect that the limit imposed by this Article has not been or will not
be exceeded at any particular time or times or during any period shall be
conclusive evidence of such amount or fact for the purposes of this
Article.
No lender or other person dealing with the Company or any of its subsidiary
undertakings shall be concerned to see or inquire whether the said limit is
observed, and no debt incurred or security given in excess of such limit
shall be invalid or ineffectual, except in the case of express notice to
the lender or the recipient of the security at the time when the debt was
incurred or security given that the said limit has been or would thereby be
exceeded.
94.5 In this Article "subsidiary undertaking" means a subsidiary undertaking of
the Company which is
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required by the Statutes to be included in consolidated group accounts.
94.6 Notwithstanding any other provision of this Article, the Board may at any
time act in reliance on a bona fide estimate of the amount of the adjusted
capital and reserves and if in consequence the limit herein before
contained is inadvertently exceeded, an amount borrowed equal to the excess
may be disregarded until the expiration of 90 days after the date on which
by reason of a determination of the Auditors, the publication of group
accounts or an Interim Report or otherwise the Board became aware that such
a situation has or may have arisen.
POWERS AND DUTIES OF DIRECTORS
95. The business of the Company shall be managed by the Directors, who may
exercise all the powers of the Company subject, nevertheless, to the
provisions of these Articles and of the Statutes, and to such directions as
may be given by the Company in General Meeting by special resolution:
Provided that no alteration of the memorandum of association or these
Articles and no such direction shall invalidate any prior act of the
Directors which would have been valid if such alteration had not been made
or such direction had not been given. The general powers conferred upon
the Directors by this Article shall not be deemed to be abridged or
restricted by any specific power conferred upon the Directors by any other
Article.
96.1 The Directors may exercise all the powers of the Company to give or award
pensions, annuities, gratuities or other retirement, superannuation, death
or disability allowances or benefits (whether or not similar to the
foregoing) to (or to any person in respect of) any persons who are or have
at any time been Directors of or employed by or in the service of the
Company or of any body corporate which is or was a subsidiary undertaking
or a parent undertaking of the Company or another subsidiary undertaking of
a parent undertaking of the Company or otherwise associated with the
Company or any such body corporate, or a predecessor in business of the
Company or any such body corporate, and to the wives, widows, children and
other relatives and dependants of any such persons and may establish,
maintain, support, subscribe to and contribute to all kinds of schemes,
trusts and funds (whether contributory or non-contributory) for the benefit
of such persons as are hereinbefore referred to or any of them or any class
of them, and so that any Director or former Director shall be entitled to
receive and retain for his own benefit any such pension, annuity, gratuity,
allowance or other benefit (whether under any such trust, fund or scheme or
otherwise).
96.2 Without prejudice to any other provisions of these Articles, the Directors
may exercise all the powers of the Company to purchase and maintain
insurance for or for the benefit of any persons who are or were at any time
Directors, officers, employees or auditors of the Company, or of any other
body (whether or not incorporated) which is or was its parent undertaking
or subsidiary undertaking or another subsidiary undertaking of any such
parent undertaking (together "Group Companies") or otherwise associated
with the Company or any Group Company or in which the Company or any such
Group Company has or had any interest, whether direct or indirect, or of
any predecessor in business of any of the foregoing, or who are or were at
any time trustees of (or directors of trustees of) any pension,
superannuation or similar fund, trust or scheme or any employees' share
scheme or other scheme or arrangement in which any employees of the Company
or of any such other body are interested, including (without prejudice to
the generality of the foregoing) insurance against any costs, charges,
expenses, losses or liabilities suffered or incurred by such persons in
respect of any act or omission in the actual or purported execution and/or
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discharge of their duties and/or the exercise or purported exercise of
their powers and discretions and/or otherwise in relation to or in
connection with their duties, powers or offices in relation to the Company
or any such other body, fund, trust, scheme or arrangement.
97. The Directors may make such arrangements as they think fit for the
management and transaction of the Company's affairs in the United Kingdom
and elsewhere and may from time to time and at any time establish any
local boards or agencies for managing any of the affairs of the Company in
any specified locality, and may appoint any persons to be members of such
local board, or any managers or agents, and may fix their remuneration.
And the Directors from time to time, and at any time, may delegate to any
person so appointed any of the powers, authorities, and discretions for
the time being vested in the Directors (other than the powers of borrowing
and of making calls), with power to sub-delegate, and may authorise the
members for the time being of any such local board, 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 may think fit, and the Directors may
at any time remove any person so appointed, and may annul or vary any such
delegation.
98. The Directors may from time to time and at any time by power of attorney
appoint any body corporate, firm or person or body of persons, whether
nominated directly or indirectly by the Directors, to be the attorney or
attorneys 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 they may think fit, and any such powers of attorney may
contain such provisions for the protection and convenience of persons
dealing with any such attorney as the Directors may think fit and may also
authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him.
99. The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and the powers conferred by
section 40 of the Companies Act 1985 with regard to having an official
seal for sealing and evidencing securities, and such powers shall be
vested in the Directors.
100. The Company may exercise the powers conferred upon the Company by the
Statutes with regard to the keeping of an overseas branch register, and
the Directors may (subject to the provisions of the Statutes) make and
vary such regulations as they may think fit respecting the keeping of any
such register.
101.1 Subject to the provisions of the Statutes, a Director may hold any other
office or place of profit under the Company, except that of Auditor, in
conjunction with the office of Director and may act by himself or through
his firm in a professional capacity for the Company, and in any such case
on such terms as to remuneration and otherwise as the Directors may
arrange. Any such remuneration shall be in addition to any remuneration
provided for by any other Article. No Director or intending Director shall
be disqualified by his office from entering into any contract,
arrangement, transaction or proposal with the Company either with regard
to his tenure of any such other office or place of profit or any such
acting in a professional capacity or as a vendor, purchaser or otherwise.
Subject to the provisions of the Statutes and save as therein provided no
such contract, arrangement, transaction or proposal entered into by or on
behalf of the Company in which any Director or person connected with him
is in any way interested, whether directly or indirectly, shall be liable
to be
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avoided, nor shall any Director who enters into any such contract,
arrangement, transaction or proposal or who is so interested be liable to
account to the Company for any profit or other benefit realised by any
such contract, arrangement, transaction or proposal by reason of such
Director holding that office or of the fiduciary relationship thereby
established, but he shall declare the nature of his interest in accordance
with the Statutes.
101.2 Save as herein provided, a Director shall not vote in respect of any
contract, arrangement, transaction or any other proposal whatsoever in
which he has an interest which (together with any interest of any person
connected with him within the meaning of section 346 of the Companies Act
1985) is to his knowledge a material interest otherwise than by virtue of
interests in shares or debentures or other securities of or otherwise in
or through the Company. A Director shall not be counted in the quorum at a
meeting in relation to any resolution on which he is debarred from voting.
101.3 A Director shall (in the absence of some other material interest than is
indicated below) be entitled to vote (and be counted in the quorum) in
respect of any resolution concerning any of the following matters,
namely:-
(a) the giving of any guarantee, security or indemnity in respect of
money lent or obligations incurred by him or by any other person at
the request of or for the benefit of the Company or any of its
subsidiary undertakings;
(b) the giving of any guarantee, security or indemnity in respect of a
debt or obligation of the Company or any of its subsidiary
undertakings for which he himself has assumed responsibility in whole
or in part under a guarantee or indemnity or by the giving of
security;
(c) any proposal concerning an offer of shares or debentures or other
securities of or by the Company or any of its subsidiary undertakings
for subscription or purchase in which offer he is or may be entitled
to participate as a holder of securities or in the underwriting or
sub-underwriting of which he is to participate;
(d) any contract, arrangement, transaction or other proposal concerning
any other body corporate in which he or any person connected with him
(within the meaning of section 346 of the Companies Act 1985) is
interested, directly or indirectly and whether as an officer or
shareholder or otherwise howsoever, provided that he and any persons
so connected with him do not to his knowledge hold an interest
(within the meaning of sections 198-211 of the Companies Act 1985) in
one per cent. or more of any class of the equity share capital of
such body corporate or of the voting rights available to members of
the relevant body corporate;
(e) any contract, arrangement, transaction or other proposal concerning
the adoption, modification or operation of a pension, superannuation
or similar fund, trust or scheme or retirement, death or disability
benefit scheme under which he may benefit which has been approved by
the Inland Revenue or which is conditional upon such approval or
which does not accord to him any privilege or advantage not generally
accorded to the employees to whom such scheme, trust or fund relates;
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(f) any contract, arrangement, transaction or other proposal concerning
the adoption, modification or operation of any employees share scheme
(within the meaning of section 743 of the Companies Act 1985) which
has been approved by the Inland Revenue or which is conditional upon
such approval, or which does not accord to him any privilege or
advantage not generally accorded to the employees to whom the scheme
relates; and
(g) any proposal concerning any insurance which the Company is to
purchase and/or maintain for or for the benefit of any Directors or
for or for the benefit of persons who include Directors.
101.4 A Director shall not vote or be counted in the quorum on any resolution
concerning his own appointment as the holder of any office or place of
profit with the Company or any company in which the Company is interested
including fixing or varying the terms of his appointment or the
termination thereof.
101.5 Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any body corporate
in which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such cases each
of the Directors concerned (if not debarred from voting under paragraph
101.3(d) 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.
101.6 If any question shall arise at any meeting as to the materiality of an
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 Director other than himself 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.
101.7 Subject to the provisions of the Statutes the Company may by Ordinary
Resolution suspend or relax the provisions of this Article to any extent
or ratify any contract, arrangement or transaction not duly authorised by
reason of a contravention of this Article.
102. The Directors may exercise or procure the exercise of the voting rights
conferred by the shares in any other body corporate held or owned by the
Company or any power of appointment in relation to any other body
corporate, and may exercise any voting rights or power of appointment to
which they are entitled as directors of such other body corporate, in such
manner as they shall in their absolute discretion think fit, including the
exercise thereof in favour of appointing themselves or any of them as
directors, officers or servants of such other body corporate, and fixing
their remuneration as such, and may vote as Directors of the Company in
connection with any of the matters aforesaid.
103. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for moneys paid to the Company,
shall be signed, drawn, accepted, endorsed, or otherwise executed, as the
case may be, in such manner as the Directors shall from time to time
determine.
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104. The Directors shall cause minutes to be made in books provided for the
purpose:-
104.1 of all appointments of officers made by the Directors;
104.2 of the names of the Directors present at each meeting of the Directors and
of any committee of the Directors;
104.3 of all resolutions and proceedings at all meetings of the Company, and of
the Directors, and of committees of Directors.
It shall not be necessary for Directors present at any meeting of
Directors or committee of Directors to sign their names in the Minute Book
or other book kept for recording attendance. Any such minute as aforesaid,
if purporting to be signed by the Chairman of the meeting at which the
proceedings were had, or by the Chairman of the next succeeding meeting,
shall be receivable as prima facie evidence of the matters stated in such
minutes without any further proof.
DISQUALIFICATION OF DIRECTORS
105. The office of a Director shall be vacated in any of the following events,
namely:-
105.1 if he ceases to be a Director by virtue of section 293 of the
Companies Act 1985;
105.2 if a bankruptcy order is made against him or he makes any arrangement
or composition with his creditors generally;
105.3 if he becomes prohibited by law from acting as a Director;
105.4 if, in England or elsewhere, an order is made by any court claiming
jurisdiction in that behalf on the ground (however formulated) of mental
disorder for his detention or for the appointment of a guardian or
receiver or other person to exercise powers with respect to his property
or affairs;
105.5 if he resigns his office by notice in writing under his hand to the
Company or offers in writing under his hand to resign and the Directors
resolve to accept such offer;
105.6 if, not having leave of absence from the Directors, he and his alternate
(if any) fail to attend the meetings of the Directors for six successive
months, unless prevented by illness, unavoidable accident or other cause
which may seem to the Directors to be sufficient, and the Directors
resolve that his office be vacated;
ROTATION OF DIRECTORS
106. At each Annual General Meeting of the Company one-third of the Directors
who are subject to retirement by rotation, or, if their number is not
three or a multiple of three, then the number nearest to but not exceeding
one-third, shall retire from office. A Director retiring at a meeting
shall, if he is not reappointed at such meeting, retain office until the
meeting appoints someone in his place, or if it does not do so, until the
dissolution of such meeting.
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107. The Directors to retire by rotation in each year shall be those who have
been longest in office since their last appointment or reappointment, but
as between persons who became or were last reappointed Directors on the
same day those to retire shall (unless they otherwise agree among
themselves) be determined by lot. A retiring Director shall be eligible
for reappointment. The Directors to retire on each occasion (both as to
number and identity) shall be determined by the composition of the
Directors at the start of business on the date of the notice convening the
Annual General Meeting and no Director shall be required to retire or be
relieved from retiring by reason of any change in the number or identity
of the Directors after that time on the date of the notice but before the
close of the meeting.
108. If at any General Meeting at which a Director retires by rotation, the
place of any Director retiring by rotation be not filled up, then such
retiring Director shall, if willing, be deemed to have been reappointed,
unless at the meeting it is resolved not to fill the vacancy or unless a
resolution for his reappointment shall have been put to the meeting and
lost.
109. A single resolution for the appointment of two or more persons as
Directors shall not be put at any General Meeting, unless a resolution
that it shall be so put has first been agreed to by the meeting without
any vote being given against it.
110. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors, be eligible for appointment to the office of
Director at any General Meeting unless not less than seven nor more than
42 days before the date appointed for the meeting there shall have been
left at the Office notice in writing, signed by a Member duly qualified to
attend and vote at such meeting, of his intention to propose such person
for appointment, and also notice in writing signed by that person of his
willingness to be appointed.
111. Subject as aforesaid, the Company may from time to time by Ordinary
Resolution appoint a person who is willing to act to be a Director either
to fill a casual vacancy or as an additional director, and may also
determine the rotation in which any such appointed Directors are to
retire.
112. The Directors shall have power at any time, and from time to time, to
appoint any person to be a Director of the Company, either to fill a
casual vacancy or as an addition to the existing Directors, but so that
the total number of Directors shall not at any time exceed the maximum
number, if any, fixed by or pursuant to these Articles. Any Director so
appointed shall hold office only until the next following Annual General
Meeting, and shall then be eligible for reappointment but shall not be
taken into account in determining the Directors who are to retire by
rotation at such meeting. If not reappointed at such meeting, he shall
vacate office at the conclusion thereof.
113. The Company may by Ordinary Resolution, of which special notice has been
given in accordance with the provisions of the Statutes, remove any
Director before the expiration of his period of office notwithstanding
anything in these Articles or in any agreement between the Company and
such Director. Such removal shall be without prejudice to any claim such
Director may have for damages for breach of any contract of service
between him and the Company.
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114. Subject to Article 110, the Company may by Ordinary Resolution appoint
another person in place of a Director removed from office under the
immediately preceding Article. A person appointed in place of a Director
so removed shall be treated (for the purpose of determining the time at
which he or any other Director is to retire by rotation) as if he had
become a Director on the day on which the Director in whose place he is
appointed was last appointed or reappointed a Director.
PROCEEDINGS OF DIRECTORS
115. The Directors may meet for the despatch of business, adjourn and otherwise
regulate their meetings as they think fit. Without prejudice to the
foregoing, all or any of the Directors or of the members of any committee
of the Directors may participate in a meeting of the Directors or of that
committee by means of a conference telephone or any communication
equipment which allows all persons participating in the meeting to hear
each other. A person so participating shall be deemed to be present in
person at the meeting and shall be entitled to vote and be counted in the
quorum accordingly. Such a meeting shall be deemed to take place where the
largest group of those participating is assembled, or, if there is no such
group, where the Chairman of the meeting is then present. The word
"meeting" in these Articles shall be construed accordingly.
The Directors may determine the quorum necessary for the transaction of
business. Until otherwise determined two Directors shall constitute a
quorum. Questions arising at any meeting shall be decided by a majority of
votes. In case of an equality of votes, the Chairman shall have a second
or casting vote. A Director may, and the Secretary on the requisition of a
Director shall, at any time summon a meeting of the Directors. Any
Director may waive notice of any meeting and any such waiver may be
retrospective.
116. 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 mouth or sent in
writing to him at his last known address or any other address given by him
to the Company for this purpose. A Director absent or intending to be
absent from the United Kingdom may request the Directors that notices of
meetings of the Directors shall during his absence be sent in writing to
him at his last known address or any other address given by him to the
Company for this purpose, whether or not out of the United Kingdom.
117. The continuing Directors or sole continuing Director may act
notwithstanding any vacancy in their body, but, if and so long as their
number is reduced below the number fixed by or pursuant to these Articles
as the necessary quorum of Directors, the continuing Directors or Director
may act for the purpose of increasing the number of Directors to that
number, or of summoning a General Meeting of the Company, but for no other
purpose.
118. The Directors may elect one of their number as a Chairman of their
meetings, and one of their number to be the Deputy Chairman and may at any
time remove either of them from such office; but if no such Chairman or
Deputy Chairman be elected, or if at any meeting neither the Chairman nor
the Deputy Chairman is present within five minutes after the time
appointed for holding the meeting and willing to act, the Directors
present shall choose one of their number to be Chairman of such meeting.
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119. The Directors may delegate any of their powers or discretions (including
without prejudice to the generality of the foregoing all powers and
discretions whose exercise involves or may involve any payment to or the
conferring of any other benefit on all or any of the Directors) to
committees consisting of one or more members of their body and (if thought
fit) one or more other persons co-opted as hereinafter provided, provided
that Directors shall form a majority of such committee. Insofar as any
such power or discretion is delegated to a committee any reference in
these Articles to the exercise by the Directors of such power or
discretion shall be read and construed as if it were a reference to the
exercise of such power or discretion by such committee. Any committee so
formed shall in the exercise of the powers and discretions so delegated
conform to any regulations that may from time to time be imposed by the
Directors in default of which the meetings and proceedings of a committee
consisting of more than one member shall be governed mutatis mutandis by
the provisions of these Articles regulating the proceedings and meetings
of the Directors. Any such regulations may provide for or authorise the
co-option to the committee of persons other than Directors and for such
co-opted members to have voting rights as members of the committee.
120. All acts done by any meeting of the Directors or of a committee of the
Directors or by any person acting as a Director or as a member of a
committee shall, notwithstanding that it be afterwards discovered that
there was some defect in the appointment or continuance in office of any
of the persons acting as aforesaid, or that any of such persons were
disqualified from holding office or not entitled to vote, or had in any
way vacated office, be as valid as if every such person had been duly
appointed or had duly continued in office and was qualified and had
continued to be a Director or member of the committee and was entitled to
vote.
121. A resolution in writing, signed by all the Directors for the time being
entitled to receive notice of a meeting of the Directors or by all the
members of a committee for the time being, shall be as valid and effective
for all purposes as a resolution passed at a meeting duly convened and
held, and may consist of two or more documents in like form each signed by
one or more of the Directors or members of such committee. Provided that
such a resolution need not be signed by an alternate Director if it is
signed by the Director who appointed him.
MANAGING AND EXECUTIVE DIRECTORS
122. Subject to the provisions of the Statutes the Directors may from time to
time appoint one or more of their body to the office of Managing Director
or to hold such other Executive Office in relation to the management of
the business of the Company as they may decide, for such period and on
such terms as they think fit, and, subject to the terms of any service
contract entered into in any particular case and without prejudice to any
claim for damages such Director may have for breach of any such service
contract, may revoke such appointment. A Director so appointed shall not,
whilst holding such office, be subject to retirement by rotation or be
taken into account in determining the rotation of retirement of Directors
but, without prejudice to any claim for damages such Director may have for
breach of any service contract between him and the Company, his
appointment shall be automatically determined if he ceases from any cause
to be a Director.
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123. The salary or remuneration of any Managing Director or such Executive
Director of the Company shall, subject as provided in any contract, be
such as the Directors may from time to time determine, and may either be a
fixed sum of money, or may altogether or in part be governed by the
business done or profits made, and may include the making of provisions
for the payment to him, his widow or other dependants, of a pension on
retirement from the office or employment to which he is appointed and for
the participation in pension and life assurance and other benefits, or may
be upon such other terms as the Directors determine.
124. The Directors may entrust to and confer upon a Managing Director or such
Executive Director any of the powers and discretions exercisable by them
upon such terms and conditions and with such restrictions as they may
think fit, and either collaterally with or to the exclusion of their own
powers and discretions and may from time to time revoke, withdraw, alter
or vary all or any of such powers or discretions.
SECRETARY
125. Subject to the provisions of the Statutes the Secretary shall be appointed
by the Directors for such term, at such remuneration and upon such
conditions as they think fit; and any Secretary may be removed by them.
THE SEAL
126.1 The Directors shall provide for the safe custody of the Seal and any
official seal kept under section 40 of the Companies Act 1985, and neither
shall be used without the authority of the Directors or of a committee of
the Directors authorised by the Directors in that behalf. Every instrument
to which either shall be affixed shall be signed autographically by one
Director and the Secretary or by two Directors, save that as regards any
certificates for shares or debentures or other securities of the Company
the Directors may by resolution determine that such signatures or either
of them shall be dispensed with or affixed by some method or system of
mechanical signature.
126.2 Where the Statutes so permit, any instrument signed by one Director and
the Secretary or by two Directors and expressed to be executed by the
Company shall have the same effect as if executed under the Seal, provided
that no instrument shall be so signed which makes it clear on its face
that it is intended by the person or persons making it to be a deed
without the authority of the Directors or of a committee authorised by the
Directors in that behalf.
RESERVE
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127. The Directors may from time to time set aside out of the profits of the
Company such sums as they think proper as a reserve or reserves which
shall, at the discretion of the Directors, be applicable for any purpose
to which the profits of the Company may be properly applied, and pending
such application may, at the like discretion, either be employed in the
business of the Company or be invested in such investments as the
Directors think fit. The Directors may divide the reserve into such
special funds as they think fit, and may consolidate into one fund any
special funds or any parts of any special funds into which the reserve may
have been divided as they think fit. The Directors may also without
placing the same to reserve carry forward any profits which they may think
prudent not to divide.
DIVIDENDS
128. The Company in General Meeting may declare dividends, but no dividend
shall exceed the amount recommended by the Directors.
129. Subject to the provisions of the Statutes, the Directors:-
129.1 may from time to time pay such interim dividends as they think fit;
129.2 may also pay the fixed dividends payable on any shares of the Company
half-yearly or otherwise on fixed dates.
If the Directors act in good faith, they shall not incur any liability to
the holders of shares conferring preferred rights for any loss they may
suffer in consequence of the payment of an interim dividend on any shares
having non-preferred or deferred rights.
130. No dividend or interim dividend shall be paid otherwise than in accordance
with the provisions of the Statutes.
131. Subject to the rights of persons, if any, entitled to shares with any
priority, preference or special rights as to dividend, all dividends shall
be declared and paid according to the amounts paid up on the shares in
respect whereof the dividend is paid, but no amount paid up on a share in
advance of calls shall be treated for the purpose of this Article as paid
up on the share. All dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as
if paid up in full or in part from a particular date, whether past or
future, such share shall rank for dividend accordingly.
132.1 The Directors may deduct from any dividend or other moneys payable to any
Member on or in respect of a share all sums of money (if any) presently
payable by him to the Company on account of calls or otherwise in relation
to shares of the Company.
132.2 The waiver in whole or in part of any dividend on any share by any
document (whether or not under seal) shall be effective only if such
document is signed by the shareholder (or the person entitled to the share
in consequence of the death or bankruptcy of the holder or otherwise by
operation of law) and delivered to the Company and if or to the extent
that the same is accepted as such or acted upon by the Company.
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133. Any General Meeting declaring a dividend may, upon the recommendation of
the Directors, direct payment of such dividend wholly or in part by the
distribution of specific assets and in particular of paid up shares or
debentures of any other body corporate, and the Directors shall give
effect to such direction. Where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient,
and in particular may issue fractional certificates and 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 as may seem expedient to the
Directors.
134. All dividends and other distributions shall be paid (subject to any lien
of the Company) to those Members whose names shall be on the Register at
the date at which such dividend shall be declared or at such other date as
the Company by Resolution or the Directors may determine.
The Company may pay any dividend or other moneys payable in cash in
respect of shares by direct debit, bank or other funds transfer system, or
by cheque, dividend warrant or money order and may remit the same by post
directed to the registered address of the holder or person entitled
thereto (or, in the case of joint holders or of two or more persons
entitled thereto, to the registered address of the person whose name
stands first in the Register), or to such person and to such address as
the holder or joint holders or person or persons may in writing direct,
and the Company shall not be responsible for any loss of any such cheque,
warrant or order nor for any loss in the course of any such transfer or
where it has acted on any such directions. Every such cheque, warrant or
order shall be made payable to, or to the order of, the person to whom it
is sent, or to, or to the order of, such person as the holder or joint
holders or person or persons entitled may in writing direct, and the
payment of such cheque, warrant or order shall be a good discharge to the
Company. Any one of two or more joint holders of any share, or any one of
two or more persons entitled jointly to a share in consequence of the
death or bankruptcy of the holder or otherwise by operation of law, may
give effectual receipts for any dividends or other moneys payable or
property distributable on or in respect of the share.
135. Subject to the rights attaching to, or the terms of issue of, any shares,
no dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.
136. All dividends or other sums payable on or in respect of any share which
remain unclaimed may be invested or otherwise made use of by the Directors
for the benefit of the Company until claimed. All dividends unclaimed for
a period of 12 years or more after becoming due for payment shall be
forfeited and shall revert to the Company. The payment of any unclaimed
dividend or other sum payable by the Company on or in respect of any share
into a separate account shall not constitute the Company a trustee
thereof.
CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS
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137. Subject to the provisions of Article 138, the Directors may capitalise any
part of the amount for the time being standing to the credit of any of the
Company's reserve accounts (including any share premium account and
capital redemption reserve) or to the credit of the profit and loss
account (in each case, whether or not such amounts are available for
distribution), and appropriate the sum resolved to be capitalised either:-
137.1 to the holders of Ordinary Shares (on the Register at the close of
business on such date as may be specified in, or determined as provided
in, the resolution of the General Meeting granting authority for such
capitalisation) who would have been entitled thereto if distributed by way
of dividend and in the same proportions; and the Directors shall apply
such sum on their behalf either in or towards paying up any amounts, if
any, for the time being unpaid on any shares held by such holders of
Ordinary Shares respectively or in paying up in full at par unissued
shares or debentures of the Company to be allotted credited as fully paid
up to such holders of Ordinary Shares in the proportions aforesaid, or
partly in the one way and partly in the other; or
137.2 to such holders of Ordinary Shares who may, in relation to any dividend or
dividends, validly accept an offer or offers on such terms and conditions
as the Directors may determine (and subject to such exclusions or other
arrangements as the Directors may consider necessary or expedient to deal
with legal or practical problems in respect of overseas shareholders or in
respect of shares represented by depositary receipts) to receive new
Ordinary Shares, credited as fully paid up, in lieu of the whole or any
part of any such dividend or dividends (any such offer being called a
"Scrip Dividend Offer"); and the Directors shall apply such sum on their
behalf in paying up in full at par unissued shares (in accordance with the
terms, conditions and exclusions or other arrangements of the Scrip
Dividend Offer) to be allotted credited as fully paid up to such holders
respectively.
138.1 The authority of the Company in General Meeting shall be required before
the Directors implement any Scrip Dividend Offer (which authority may
extend to one or more offers).
138.2 The authority of the Company in General Meeting shall be required for any
capitalisation pursuant to paragraph 137.1 above.
138.3 A share premium account and a capital redemption reserve and any other
amounts which are not available for distribution may only be applied in
the paying up of unissued shares to be allotted to holders of Ordinary
Shares of the Company credited as fully paid up.
139. Whenever a capitalisation requires to be effected, the Directors may do
all acts and things which they may consider necessary or expedient to give
effect thereto, with full power to the Directors to make such provision as
they think fit for the case of shares or debentures becoming distributable
in fractions (including provisions whereby fractional entitlements are
disregarded or the benefit thereof accrues to the Company rather than to
the Members concerned) and also to authorise any person to enter on behalf
of all Members concerned into an agreement with the Company providing for
any such capitalisation and matters incidental thereto and any agreement
made under such authority shall be effective and binding on all concerned.
ACCOUNTS
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140. The Directors shall cause accounting records to be kept in accordance with
the provisions of the Statutes.
141. The accounting records shall be kept at the Office or, subject to the
provisions of the Statutes, at such other place or places as the Directors
think fit, and shall always be open to the inspection of the officers of
the Company.
142. The Directors shall from time to time determine whether and to what extent
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 Members not being Directors, and no Member (not being a
Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by statute or authorised by
the Directors or by the Company in General Meeting.
143. The Directors shall from time to time, in accordance with the provisions
of the Statutes, cause to be prepared and to be laid before the Company in
General Meeting copies of the Company's annual accounts, the Directors'
report and the Auditors' report on those accounts.
144. A copy of the Company's annual accounts, together with a copy of the
Auditors' report and Directors' report, which is to be laid before the
Company in General Meeting, shall not less than 21 days before the date of
the meeting be sent to every Member (whether or not he is entitled to
receive notices of General Meetings of the Company) and every holder of
debentures of the Company (whether or not he is so entitled) and to every
other person who is entitled to receive notices of meetings from the
Company under the provisions of the Statutes or these Articles. Provided
that this Article shall not require a copy of these documents to be sent
to any Member or holder of debentures to whom a summary financial
statement is sent in accordance with the Statutes and provided further
that this Article shall not require a copy of these documents to be sent
to any person of whose address the Company is not aware or to more than
one of the joint holders of any shares or debentures.
AUDIT
145. Auditors shall be appointed and their duties regulated in accordance with
the provisions of the Statutes.
NOTICES
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146.1 A notice or other document (including a share certificate) may be given by
the Company to any Member either personally or by sending it by post
addressed to him at his registered address, or (if he has no registered
address within the United Kingdom) to the address, if any, within the
United Kingdom supplied by him to the Company for the giving of notice to
him.
146.2 If at any time by reason of the suspension or any curtailment of postal
services in the United Kingdom the Company is unable in the opinion of the
Directors effectively to convene a General Meeting by notices sent through
the post, a General Meeting may be convened by a notice advertised in at
least one national newspaper 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 has appeared. In any such case the Company
shall send confirmatory copies of the notice by post if at least seven
days prior to the date of the Meeting the posting of notices to addresses
throughout the United Kingdom again becomes in the opinion of the
Directors practicable.
147. A Member who has no registered address within the United Kingdom, and has
not supplied an address within the United Kingdom as aforesaid, shall not
be entitled to receive any notice from the Company.
148. Where a notice or other document is sent by post, service of the notice or
other document shall be deemed to be effected by properly addressing,
prepaying, and posting a letter containing the notice or other document,
and to have been effected at the latest within 24 hours if prepaid as
first-class and within 72 hours if prepaid as second-class after the
letter containing the same is posted; and in proving such service it shall
be sufficient to prove that the letter containing the same was properly
addressed and stamped and put in the post.
149. A notice or other document may be given by the Company to the joint
holders of a share by giving the notice or other document to the joint
holder first named in the Register in respect of the share.
150. A notice or other document may be given by the Company to the persons
entitled to a share in consequence of the death or bankruptcy of a Member
or otherwise by operation of law by sending it through the post in a
prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any
like description, at the address, if any, within the United Kingdom
supplied for the purpose by the persons claiming to be so entitled, or
(until such an address has been so supplied) by giving the notice or other
document in any manner in which the same might have been given if the
death or bankruptcy or other event had not occurred.
151. Subject to such restrictions affecting the right to receive notice as are
for the time being applicable to the holders of any class of shares,
notice of every General Meeting shall be given in any manner hereinbefore
authorised to:-
151.1 every Member except those Members who (having no registered address within
the United Kingdom) have not supplied to the Company an address within the
United Kingdom for the giving of notices to them;
151.2 the Auditors.
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No other person shall be entitled to receive notices of General Meetings.
PROVISION FOR EMPLOYEES
152. The power conferred upon the Company by section 719 of the Companies Act
1985 to make provision for the benefit of persons employed or formerly
employed by the Company or any of its subsidiaries, in connection with the
cessation or the transfer to any person of the whole or part of the
undertaking of the Company or any subsidiary shall only be exercised by
the Company with the prior sanction of a Special Resolution. If at any
time the capital of the Company is divided into different classes of
shares, the exercise of such power as aforesaid shall be deemed to be a
variation of the rights attached to each class of shares in issue and
shall accordingly require either (i) the prior consent in writing of the
holders of three-fourths of the issued shares or (ii) the prior sanction
of an Extraordinary Resolution passed at a separate General Meeting of the
holders of the shares, of each class, in accordance with the provisions of
Article 16 hereof.
WINDING UP
153. If the Company shall be wound up the Liquidator may, with the sanction of
an Extraordinary Resolution of the Company and any other sanction required
by the Statutes, divide amongst the Members in specie or kind the whole or
any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose, set such
value as he deems fair upon any property to be divided as aforesaid and
may determine how such division shall be carried out as between the
Members or different classes of Members. The Liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories as the Liquidator, with the
like sanction, shall think fit, but so that no Member shall be compelled
to accept any shares or other securities or other assets whereon there is
any liability.
INDEMNITY
154. Subject to the provisions of the Statutes but without prejudice to any
indemnity to which the person concerned may otherwise be entitled, every
person who is or was at any time a Director or other officer or Auditor of
the Company shall be indemnified out of the assets of the Company against
all costs, charges, expenses, losses or liabilities which he may sustain
or incur in or about the actual or purported execution and/or discharge of
the duties of his office and/or the exercise or purported exercise of his
powers or discretions and/or otherwise in relation thereto or in
connection therewith, including (without prejudice to the generality of
the foregoing) any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or in
which he is acquitted or in connection with any application under section
144(3) or (4) or section 727 of the Companies Act 1985, in which relief is
granted to him by the Court.
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