EXHIBIT 2.1
AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION
THE COMPANIES ACTS 1948 TO 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
(As modified by Resolution of the
Directors passed 19th January 1982
and pursuant to a Special Resolution
passed on 23 October 1997)
- and -
NEW
ARTICLES OF ASSOCIATION
(Adopted by Special Resolution passed on
23 October 1997 and taking effect on 15 December 1997)
- of-
CORDIANT COMMUNICATIONS GROUP plc
Incorporated the 11th day of July, 1977
No.1320869
COMPANY NO: 1320869
THE COMPANIES ACT 1985 AND 1989
PUBLIC COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS OF
CORDIANT PLC ("THE COMPANY")
At an Annual General Meeting of the Company duly convened and held at the
Royal Institute of British Architects, 66 Portland Place, London, W1 on 20 May
1997, the following resolutions were passed as Special Resolutions:-
RESOLUTIONS:
THAT:
1. in accordance with Section 95(l) of the Companies Act 1985, the Directors
be and are hereby given power to allot equity securities pursuant to the
authority conferred by paragraph 1.1 of Resolution 1 passed at the
Extraordinary General Meeting of the Company held on 18 June 1996 as if
sub-section (1) of Section 89 of the Companies Act 1985 did not apply to
any such allotment, provided that:
a) the power hereby conferred shall be limited to the allotment of equity
securities in connection with or pursuant to an offer by way of rights
to the holders of Ordinary Shares and other persons entitled to
participate therein, in proportion (as nearly as may be) to such
holders' holdings of such shares (or, as appropriate, to the numbers
of such shares which such other persons are for those purposes deemed
to hold) subject only to such exclusions or other arrangements as the
Directors may feel necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws of, or the
requirements of any recognised regulatory body in, any territory; and
b) the power granted by this Resolution shall expire on the date of the
next Annual General Meeting of the Company after the passing of this
Resolution or on 19 August 1998 if earlier, save that the said power
shall allow and enable the Directors to make an offer or agreement
before the expiry of that power which would or might require equity
securities to be allotted after such expiry and the Directors may
allot equity securities in pursuance of such offer or agreement as if
the said power had not expired. Words and expressions defined in or
for the purposes of Part IV of the Companies Act 1985 shall bear the
same meaning in this Resolution.
2. in accordance with Section 95(l) of the Companies Act 1985 and in addition
to any power conferred by the passing of Resolution No 1 set out in the
Notice of this meeting, the Directors be and are hereby given power to
allot equity securities pursuant to the authority conferred by paragraph
1.1 of Resolution 1 passed at the Extraordinary General Meeting of the
Company held on 18 June 1996 as if subsection (1) of Section 89 of the
Companies Act 1985 did not apply to any such allotment, provided that:
a) the power hereby conferred shall be limited to the allotment of equity
securities up to an aggregate nominal amount of L5,500,000; and
b) the power granted by this Resolution No 2 shall expire on the date of
the next Annual General Meeting of the Company after the passing of
this Resolution or on 19 August 1998 if earlier, save that the said
power shall allow and enable the Directors to make an offer or
agreement before the expiry of that power which would or might require
equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement as
if the said power had not expired. Words and expressions defined in or
for the purposes of Part IV of the Companies Act 1985 shall bear the
same meaning in this Resolution.
____________________________
Chairman
THE COMPANIES ACT 1985
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PUBLIC COMPANY LIMITED BY SHARES
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RESOLUTION
-of-
CORDIANT PLC
At an Extraordinary General Meeting of the Company held at The London Studios,
Upper Ground, London SE1 on 18 June 1996, the resolution attached hereto (inter
alia) was duly passed as a Special Resolution.
1.1 in accordance with Section 80 of the Companies Act 1985, and by way of
renewal, consolidation and variation of the authorities granted to the Directors
by virtue of paragraph (1) of the Special Resolution passed at the Extraordinary
General Meeting of the Company held on 13 June 1995 and paragraph (2) of the
Ordinary Resolution passed at the Extraordinary General Meeting of the Company
held on 20 November 1995, the Directors be and are hereby generally and
unconditionally authorised to allot relevant securities up to an aggregate
nominal amount of L39,597,683.75 provided that this authority shall (unless
previously revoked, varied or renewed) expire on 17 June 2001, save that the
Directors may before such expiry make an offer or agreement which would or might
require relevant securities to be allotted after such expiry and the Directors
may allot relevant securities in pursuance of such offer or agreement as if the
authority conferred hereby had not expired;
1.2 in accordance with Section 95(1) of the Companies Act 1985, the
Directors be and are hereby given power to allot equity securities
pursuant to the authority conferred by paragraph 1.1 of this Resolution
as if sub-section (1) of Section 89 of the Companies Act 1985 did not
apply to any such allotment, provided that:
1.2.1. the power hereby conferred shall be limited:
1.2.1.1. to the allotment of equity securities in connection with or
pursuant to any offer by way of rights to the holders of
Ordinary Shares and other persons entitled to participate
therein, in proportion (as nearly as may be) to such holders'
holdings of such shares (or, as appropriate, to the numbers of
such shares which such other persons are for those purposes
deemed to hold) subject only to such exclusions or other
arrangements as the Directors may feel necessary or expedient
to deal with fractional entitlements or legal or practical
problems under the laws of, or the requirements of any
recognised regulatory body in, any territory; and
1.2.1.2. to the allotment (other than pursuant to sub-paragraph 1.2.1.1
of this proviso) of equity securities up to an aggregate
nominal amount of L5,500,000;
1.2.2. the power granted by this paragraph 1.2 shall expire on the date of the
next Annual General Meeting of the Company after the passing of this
Resolution or on 17 September 1997 if earlier, save that the said power
shall allow and enable the Directors to make an offer or agreement
before the expiry of that power which would or might require equity
securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such offer or agreement as if the said
power had not expired;
1.3 words and expressions defined in or for the purposes of Part IV of the
Companies Act 1985 shall bear the same meaning herein.
THE COMPANIES ACTS 1948 to 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
(As modified by Resolution of the
Directors passed 19th January 1982
and pursuant to a Special Resolution
passed on 23 October 1997)
-of-
CORDIANT COMMUNICATIONS GROUP plc
*1 The name of the Company is "ANTHOLIN NO.SIX LIMITED".
2 The Company is to be a public company.
3 The registered office of the Company will be situate in England.
4 The Company is established for the following objects:-
(1) To carry on the business of a holding company and to acquire by
purchase exchange subscription or otherwise and to hold the whole
or any part of the shares, stock, debenture stock, loan stock,
bonds, obligations, securities, property, rights, privileges or
other interests of or in any company, corporation, firm or
undertaking carrying on business of any kind whatsoever in any
part of the world and to enter into, assist or participate in
financial, commercial, mercantile, industrial and other
transactions, undertakings and businesses of every description
and to carry on, develop and extend the same or sell, dispose of
or otherwise turn the same to account, and to manage, conduct,
supervise, control, and co-ordinate the activities, businesses,
operations or affairs of any company, corporation or firm in
which the Company is for the time being interested and to
co-ordinate the policy and administration of any companies of
which the Company is a member or which are in any manner
controlled by or connected or associated with the Company.
* On 26 September 1977, the name of the Company was changed to SAATCHI &
SAATCHI COMPANY LIMITED
On February 1982, the name of the Company was changed to SAATCHI & SAATCHI
COMPANY PLC
On 16 March 1995, the name of the Company was changed to CORDIANT plc
On 15 December 1997, the name of the Company was changed to CORDIANT
COMMUNICATIONS GROUP plc
(2) To carry on the business or businesses of advertising
consultants, agents and contractors, general illustrators,
publicity, press and literary agents, marketing, market research
and merchandising consultants, public relations consultants,
designers and photographers, printers, publishers, engravers,
book and print sellers, book binders, art journalists,
proprietors of newspapers, magazines and periodicals of any and
every kind, newsagents, journalists, stationers and to carry on
the business or businesses of manufacturers, distributors of and
dealers in engravings, prints, pictures, drawings, films,
cartoons and written, engraved, painted, printed productions and
reproductions of any and every kind; to carry on all or any of
the businesses of producers, promoters, makers, distributors,
exhibitors, agents and contractors of and for television, radio,
film, cinematographic, theatrical and musical productions of any
and every kind; to buy, sell, hire, manufacture, repair, let on
hire, alter, improve, treat and deal in all apparatus, machines,
materials and articles of all kinds which are capable of being
used for the purposes of the above mentioned businesses or any of
them or likely to be used by the customers of any such business.
(3) To purchase, hold, take on lease or in exchange, or otherwise
acquire and deal in, sell, exchange, let on lease and otherwise
dispose of any real and personal property of whatever nature and
to undertake, carry on, transact and execute all kinds of
financial, commercial, trading, trust and agency business
operations and all or any of the businesses of general merchants,
importers, exporters, manufacturers and dealers, both wholesale
and retail of and in any article of commerce whatsoever.
(4) To carry on any business, whether subsidiary or not, which may
appear to the Company likely to be carried on conveniently or
advantageously in conjunction with any of the businesses
aforesaid or which is likely to be profitable to the Company or
calculated directly or indirectly to enhance the value of any of
the property, rights or assets of the Company.
(5) To construct, erect, maintain, alter, repair, replace or remove
any building, works, offices, erections, structures, plant,
machinery or equipment as may seem desirable for any of the
businesses or in the interests of the Company.
(6) To apply for or otherwise acquire any patents, patent rights,
trade marks, names, copyrights, licences, privileges or secret
processes for or in any way relating to all or any of the objects
of the Company and to grant licences for the use of the same.
(7) To purchase, take on lease or in exchange, hire or otherwise
acquire, develop, hold and manage for any estate or interest any
real or personal property and any rights or privileges which the
Company may think necessary, suitable or convenient for the
purposes of or in connection with its business or any branch or
department thereof.
(8) To purchase or otherwise acquire and undertake all or any part of
the business, property, assets, liabilities and transactions of
any person or company carrying on any business which the Company
is authorised to carry on or which can be carried on in
conjunction therewith or which are capable of being conducted
directly or indirectly for the benefit of the Company.
(9) To pay for any property, assets or rights acquired by the Company
either in cash or by the issue of fully or partly paid shares of
the Company with or without any preferred or special rights or
privileges or by the issue of debentures, bonds or other
securities with or without special rights or privileges or partly
in one mode and partly in another and generally on such terms as
the Company may determine.
(10) To work, improve, manage, develop, lease, let on hire, grant
licences, easements and other rights in or over and to mortgage,
charge, pledge, turn to account or otherwise deal with all or any
part of the property, rights or assets of the Company and to
develop the resources of any property for the time being
belonging to the Company in such manner as the Company may think
fit.
(11) To sell, dispose of or otherwise deal with the property,
business, undertaking or assets of the Company or any part
thereof for such consideration as the Company may think fit and
in particular for shares, debentures or securities of any other
company, and to take or hold mortgages, liens or charges to
secure the payment of the purchase price or any unpaid balance of
the purchase price of any part of the property of the Company of
whatsoever kind sold by the Company.
(12) To enter into partnership or amalgamate with any person or
company for the purpose of carrying on any business or
transaction within the objects of the Company and to enter into
such arrangement for co-operation, sharing profits, losses,
mutual assistance or other working arrangements, as may seem
desirable.
(13) To enter into any arrangements with any Government or Authority,
supreme, municipal, local or otherwise that may seem conducive to
the objects of the Company or any of them, and to apply for,
promote and obtain any statute, order, regulation, contract,
decree, right, privilege, concession, licence or authorisation of
any Government or Authority or department thereof for enabling
the Company to carry any of its objects into effect or for
extending any of the powers of the Company or for effecting any
modification of the constitution of the Company or for any other
purpose which may seem expedient and to carry out, exercise and
comply with the same.
(14) To borrow or raise money in such amounts and manner and upon such
terms as the Company shall think fit and when thought desirable
to execute and issue security of such kind, subject to such
conditions for such amount, and payable in such place and manner
and to such person or company as the Company shall think fit.
(15) To mortgage and charge the undertaking and all or any of the real
or personal property and assets present or future and all or any
of the uncalled capital for the time being of the Company, and to
issue as primary or collateral or other security at par or at a
premium or a discount and for such consideration and with and
subject to such rights, powers, privileges and conditions as may
be thought fit, debentures, debenture stock, mortgages, charges
or other securities, either permanent or redeemable or repayable
and collaterally or further to secure any securities of the
Company by a Trust Deed or other assurance.
(16) To give credit to or to become surety, or guarantor for any
person or company, and to give all descriptions of guarantees and
indemnities and either with or without the Company receiving any
consideration to guarantee or otherwise secure (with or without a
mortgage or charge on all or any part of the undertaking,
property and assets, present and future, and the uncalled capital
of the Company), the performance of the obligations and the
payment of the capital or principal of and dividends or interest
on any stock, shares, debentures, debenture stock, notes, bonds
or other securities of any person, authority (whether supreme,
local, municipal or otherwise) or company, including (without
prejudice to the generality of the foregoing) any company which
is for the time being the Company's holding company as defined by
Section 154 of the Companies Act 1948 or any statutory
modification or re-enactment thereof or another subsidiary as
defined by the said section of the Company's holding company or a
subsidiary of the Company or otherwise associated with the
Company in business.
(17) To invest and deal with the moneys of the Company not immediately
required for the purpose of its business in or upon such
investments or securities and in such manner and upon such terms
as may from time to time be determined.
(18) To advance, deposit or lend money, securities and property to or
with such persons or companies and on such terms with or without
security upon such property, rights and assets as may seem
expedient, and to undertake the provision of hire purchase and
credit sale finance and to act as factors.
(19) To make, draw, accept, endorse, discount and negotiate, issue or
execute bills of exchange, promissory notes, bills of lading,
warrants and other negotiable, transferable or mercantile
instrument.
(20) To pay commissions to and remunerate any person or company for
services rendered in placing or assisting to place any of the
shares in the capital of the Company or any debentures or other
security of the Company or in or about the formation or promotion
of the Company or the conduct of its business, whether by cash
payment or by the allotment of shares or securities of the
Company, credited as paid up in full or in part or otherwise as
may seem expedient.
(21) To make donations to such persons or companies and in such cases
and either of cash or other assets as the Company may think
directly or indirectly conducive to any of its objects or
otherwise expedient.
(22) To adopt such means for making known any services provided by the
Company and keeping the same before the public as may be deemed
expedient and in particular to employ advertising and public
relations techniques of all kinds.
(23) To vest any real or personal property, rights or interest
acquired by or belonging to the Company in any person or company
on behalf or for the benefit of the Company with or without any
declared trust in favour of the Company.
(24) To distribute amongst the members in specie any property of the
Company or any proceeds of sale, disposal or realisation of any
property of the Company but so that no distribution amounting to
a reduction of capital be made except with the sanction (if any)
for the time being required by law.
(25) To establish or promote any company for the purpose of acquiring
all or any of the assets and liabilities of the Company or for
any other purpose which may seem directly or indirectly
calculated to benefit the Company or furthering any of the
objects of the Company.
(26) To insure the life of any person who may, in the opinion of the
Company, be of value to the Company as having or holding for the
Company interest, goodwill, influence or other assets, and to pay
the premiums on such insurance.
(27) To support or subscribe to any charitable or public object and
any institution, society or club which may be for the benefit of
the Company or its Directors, officers or employees or the
directors, officers or employees of its predecessors in business
or any subsidiary, allied or associated company, or which may be
connected with any town or place where the Company carried on
business, and to give pensions, gratuities or charitable aid to
any Director or former Director, officer or former officer and
employee or former employee of the Company or its predecessors in
business or any subsidiary, allied or associated company, or to
the wives, children or other relatives or dependents of such
persons, and to make payments towards insurance and to form and
contribute to provident and benefit funds for the benefit of any
Directors, officers or employees of the Company, its predecessors
in business or any subsidiary, allied or associated company, and
to subsidise or assist any association of employers or employees
or any trade association, and to promote, enter into and carry
into effect any scheme for the sharing of profits with employees.
(28) To procure the Company to be registered or recognised in any
country or place outside England.
(29) To do all or any of the above things in any part of the world and
either as principals, agents, contractors, trustees or otherwise
or by or through trustees, agents, sub-contractors or otherwise
and either alone or in conjunction with others.
(30) To do all such acts or things as are incidental or conducive to
the attainment of the above objects or any of them.
It is hereby declared that the word "company" in this clause
except where used in reference to this Company, should be deemed
to include any partnership or other body of persons, whether
incorporated or not incorporated, and whether domiciled in the
United Kingdom or elsewhere, and whether now existing or
hereafter to be formed, and it is also hereby declared that each
of the objects hereinbefore mentioned shall wherever and in so
far as the context and subject admit be regarded as an
independent object and in nowise shall be limited or restricted
by reference to or inference from any other object, or the name
of the Company, and none of the sub-clauses shall be deemed
merely subsidiary or auxiliary to the objects mentioned in the
first sub-clause.
5 The liability of the members is limited.
*6 The capital of the Company is L7 divided into shares of L1
each.
* By Ordinary Resolution passed 2nd September 1977, each of the existing
Ordinary Shares of L1 each in the capital of the Company was subdivided
into 10 Ordinary Shares of 10p each.
By Ordinary Resolution passed 7th December 1977, the capital of the Company
was increased to L350,000 by the creation of an additional 3,499,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 28th September 1978, the capital of the
company was increased to L500,000 by the creation of an additional
1,500,000 Ordinary Shares of 10p each.
By Ordinary Resolution passed 29th June 1979, the capital of the Company
was increased to L750,000 by the creation of an additional 2,500,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 18th March 1981, the capital of the Company
was increased to L1,000,000 by the creation of an additional 2,500,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 27th May 1982, the capital of the Company was
increased to Ll,800,000 by the creation of an additional 8,000,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 5th April 1983, the capital of the Company
was increased to L3,000,000 by the creation of an additional 12,000,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 10th December 1984, the capital of the
Company was increased to L5,000,000 by the creation of an additional
20,000,000 Ordinary Shares of 10p each.
By Special Resolution passed 26th April 1985, the capital of the Company
was increased to L133,350,000 by the creation of an additional 33,500,000
Ordinary Shares of 10p each and 125,000,000 6.3 per cent Convertible
Cumulative Redeemable Preference Shares of L1 each.
By Ordinary Resolution passed 29th April, 1986 the capital of the Company
was increased to L141,000,000 by the creation of an additional 76,500,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 3rd March, 1987 the capital of the Company
was increased to L146,900,000 by the creation of an additional 59,000,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 9th March, 1988 the capital of the Company
was increased to L148,400,000 by the creation of an additional 15,000,000
Ordinary Shares of 10p each.
By Ordinary Resolution passed 21st March, 1989 the capital of the Company
was increased to L152,900,000 by the creation of an additional 45,000,000
Ordinary Shares of 10p each.
By a Special Resolution passed 27th March, 1991, the capital of the Company
was increased to L319,572,500 by the creation of an additional
1,666,725,000 Ordinary Shares of 10p each and the following further changes
to the capital of the Company were effected:
- 25,556,558 authorised but unissued 6.3 per cent. Convertible
Cumulative Redeemable Preference Shares of L1 each in the capital of
the Company ("Preference Shares") were cancelled;
- the 99,443,442 issued Preference Shares were consolidated, subdivided
and reclassified to create 129,276,150 Ordinary Shares of 10p each and
865,158,270 Deferred Shares of 10p each, which Deferred Shares were
thereupon redeemed and cancelled.
By Special Resolution passed 10th June, 1992 the Ordinary Share capital of
the Company was consolidated and sub-divided into 353,080,829.6 Ordinary
Shares of 25p each and 2,384,598,152 Deferred Shares of 5p each and the
capital of the Company was increased by 10p to L207,500,115.10 in order
to make up one additional Ordinary Share of 25p in the capital of the
Company.
By Ordinary Resolution passed 20 November 1995, the capital of the Company
was increased to L269,729,907.60 by the creation of an additional
248,919,170 Ordinary Shares of 25p each.
By virtue of a Special Resolution passed 23 October 1997 and with the
sanction of an order of the High Court of Justice dated 26 November 1997 and
registered on 27 November 1997 the capital of the Company was reduced from
L269,729,907.60 divided into 602,000,000 Ordinary Shares of 25p each and
2,384,598,152 Deferred Shares of 5p each to L150,500,000 divided into
602,000,000 Ordinary Shares of 25p each.
Pursuant to a Special Resolution passed 23 October 1997 the Ordinary Share
capital of the Company was consolidated, with effect from 15 December 1997,
into 301,000,000 Ordinary Shares of 50p each.
7 WE, the several persons whose names, addresses and descriptions
are subscribed, are desirous of being formed into a Company in
pursuance of this Memorandum of Association and we respectively
agree to take the number of shares in the Capital of the Company
set opposite our respective names.
THE COMPANIES ACT 1985
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PUBLIC COMPANY LIMITED BY SHARES
--------------------------------
ARTICLES OF ASSOCIATION
-of-
CORDIANT COMMUNICATIONS GROUP plc
(Adopted by Special Resolution passed on
23 October 1997 and taking effect on 15 December 1997)
CONTENTS
Articles Headings
1 - 2 Preliminary
3 - 8 Share Capital
9 - 11 Share Certificates
12 Joint Holders of Shares
13 - 18 Calls on Shares
19 - 28 Forfeiture of Shares and Lien
29 - 46 Transfer and Transmission of Shares
47 - 50 Alteration of Share Capital
51 - 52 Modification of Rights
53 - 55 General Meetings
56 - 61 Notice of General Meetings
62 - 70 Proceedings at General Meetings
71 - 82 Votes of Members
83 - 89 Directors
90 - 96 Powers and Duties of Directors
97 - 98 Borrowing Powers and Debentures
99 - 102 Directors' Interests
103 Disqualification of Directors
104 - 109 Election and Appointment of Directors
110 - 111 Alternate Directors
112 Local and Other Directors
113 - 121 Proceedings of Directors
122 - 124 Executive Directors
125 President
126 - 128 Secretary
129 Authentication of Documents
130 Minutes
131 The Seal
132 - 141 Dividends
142 Reserve Fund
143 - 145 Capitalisation of Reserves
146 - 149 Accounts
150 - 152 Audit
153 - 156 Notices
157 Suspended or Curtailed Postal Services
158 Provision for Employees
159 Indemnity
160 - 161 Winding Up
PRELIMINARY
Exclusion of Table A
1 Neither the regulations contained in Table A in the First Schedule to
the Companies Act 1948 nor those contained in the Schedule to the
Companies (Tables A to F) Regulations 1985 shall apply to the Company.
Interpretation Article
2 In these Articles, if not inconsistent with the context, the following
words in the first column of the table next hereinafter contained shall
have the following meanings.
Words Meanings
"Act" The Companies Act 1985.
"Articles" These Articles of Association, as
altered from time to time.
"business day" A day on which the London Stock
Exchange is open for the transaction
of business.
"Directors" The Directors of the Company acting
by Resolution duly passed at a
Meeting of the Directors or otherwise
as permitted by these Articles.
"the London Stock "Exchange" The London Stock Exchange Limited.
"Month" Calendar month.
"Office" The registered office of the Company.
"Recognised Person" a recognised clearing house or a
nominee of a recognised clearing
house or of a recognised investment
exchange who is designated as
mentioned in Section 185(4) of the
Act.
"Register" The register of members of the
Company.
"the Regulations" The Uncertificated Securities
Regulations 1995 (SI 1995 No.
95/3272) including any modification
thereof or any regulations in
substitution therefor made under
Section 207 of the Companies Act 1989
and for the time being in force.
"relevant system" A computer based system, and
procedures, enabling title to shares
to be evidenced and transferred
without a written instrument as
defined in the Regulations.
"Seal" The Common Seal of the Company and,
as appropriate, any official seal
kept by the Company by virtue of
Section 40 of the Act.
"Secretary" The Secretary of the Company
appointed by the Directors pursuant
to Article 126.
"share" A share in the capital of the Company
whether held in certificated or
uncertificated form.
"Statutes" The Act, every statutory modification
or re-enactment thereof for the time
being in force and every other Act or
statutory instrument for the time
being in force concerning limited
companies and affecting the Company
(including, without limitation, Part
V of the Criminal Justice Act 1993
and the Companies Consolidation
(Consequential Provisions) Act 1985).
"Subsidiary" A subsidiary within the meaning
contained in Section 736 of the Act.
"United Kingdom" Great Britain and Northern Ireland.
"in writing" Written or produced by any substitute
for writing or partly one and partly
another.
"Year" Calendar year.
The expression "Secretary" shall include any person appointed by the
Directors to perform any of the duties of the Secretary and, where two
or more persons are appointed to act as Joint Secretaries, shall include
any one of those persons.
References to an uncertificated share or to a share (or to a holding of
shares) being in, or held in, uncertificated form are references to that
share being an uncertificated unit of a security (within the meaning of
the Regulations) which is for the time being recorded in the Register as
being held in uncertificated form.
References to a certificated share or to a share (or to a holding of
shares) being in, or held in, certificated form are references to that
share be a certificated unit of a security (within the meaning of the
Regulations).
References to a dematerialised instruction shall mean an instruction
sent or received by means of a relevant system and such an instruction
shall be considered to be properly authenticated if it complies with the
specifications referred to in paragraph 5(b) of Schedule 1 to the
Regulations.
Words importing the masculine gender shall include the feminine gender
and vice versa.
Words importing the singular number shall include the plural number and
vice versa.
References to any statute or statutory provision or statutory instrument
shall be construed as relating to any statutory modification or
re-enactment thereof for the time being in force.
Words or expressions which are not defined in these Articles but which
are defined in the Statutes shall, if not inconsistent with the subject
or context, bear the same meaning in these Articles.
SHARE CAPITAL
Capital
3 The share capital of the Company at the date of adoption of these
Articles is L150,500,000 divided into 301,000,000 Ordinary Shares of
50p each ("Ordinary Shares").
Rights attached to new shares
4 Without prejudice to any special rights, privileges or restrictions
previously conferred on the holders of any existing shares or class of
shares (which special rights or privileges or restrictions shall not be
affected, modified, rescinded or dealt with except in accordance with
Article 51), any shares in the Company may be issued with or have
attached thereto such preferred, deferred or other special rights or
privileges or such restrictions, whether in regard to dividend, return
of capital, voting or otherwise, as the Company may from time to time by
Ordinary Resolution determine.
5.1 Subject to the provisions of the Statutes and to any rights conferred on
the holders of any other shares, any shares may be issued on terms that
they are or are liable to be redeemed at the option of the Company or
the shareholder on such terms and in such manner as these Articles or
the rights attaching to those shares may from time to time provide.
5.2 Subject to the provisions of the Statutes, the Company may purchase its
own shares (including any redeemable shares).
5.3 The Company may not purchase its own shares if at the time of such
purchase there are outstanding any convertible shares of the Company
unless such purchase has been sanctioned by an Extraordinary Resolution
passed at a separate class meeting of the holders of the convertible
shares or is otherwise permitted under the terms of issue of such
shares.
5.4 Purchases by the Company of its own redeemable shares shall, where such
shares are listed by the London Stock Exchange, be limited to a maximum
price which, in the case of purchases by private treaty or by tender,
will not exceed the average of the middle market quotations taken from
the Official List of the London Stock Exchange for the ten business days
before the purchase is made or, in the case of a purchase through the
market, at the market price, provided that it is not more than five per
cent. above such average. If such purchases are by tender, tenders shall
be made available to all holders of such shares alike.
5.5 Notwithstanding anything to the contrary contained in these Articles,
but subject to any rights specifically attached to any class of shares
from time to time, the rights attached to any class of shares shall be
deemed not to be varied or abrogated by anything done by the Company
pursuant to this Article 5.
Control of Directors over shares
6 Subject to the provisions of these Articles and of the Statutes, any
unissued shares shall be under the control of the Directors, who may
allot and dispose of or grant options over the same to such persons, on
such terms and in such manner as they think fit.
Underwriting commission and brokerages
7 The Company (or the Directors on behalf of the Company) may exercise the
powers of paying commissions conferred by the Statutes. The Company (or
the Directors on behalf of the Company) may also on any issue of shares
pay such brokerage as may be lawful.
Trusts not recognised
8 Save as required by statute, the Company shall be entitled to treat the
person whose name appears upon the Register in respect of any share as
the absolute owner of that share, and shall not (save as aforesaid) be
under any obligation to recognise any trust or equity or equitable claim
to or partial interest in such share, whether or not it shall have
express or other notice thereof.
SHARE CERTIFICATES
Certificates
9.1 Every member whose name is entered on the Register as the holder of any
certificated share(s) (except a Recognised Person in respect of whom the
Company is not by law required to complete and have ready for delivery a
certificate) shall be entitled without payment to 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, to a separate certificate
for each class of such shares so registered. Every certificate shall
specify the number and class of shares in respect of which it is issued
and the distinctive numbers, if any, of such shares and the amounts paid
up thereon respectively.
9.2 Every certificate shall be delivered to a holder of certificated shares
within two months after the allotment or, as the case may be, the
lodging with the Company of the transfer of the shares comprised
therein. A certificate shall be delivered in accordance with, and in the
time period permitted by, the Regulations to any uncertificated holder
of shares following the change of those shares to certificated form.
9.3 Every certificate for shares, debenture stock or other form of security
(other than letters of allotment or scrip certificates) shall be issued
under the Seal or in such other manner as the Directors having regard to
the terms of issue and the requirements of the London Stock Exchange may
by resolution authorise (including bearing an imprint or representation
of the Seal) and (subject as hereinafter provided) shall bear the
autographic signatures of one or more of the Directors and the
Secretary, provided that the Directors may by resolution determine that
such signatures or any of them may be affixed thereto by some mechanical
or electronic means or may be printed thereon or that the certificate
need not be signed by any person.
9.4 Where some only of the shares comprised in a share certificate are
transferred, the old certificate shall be cancelled and a new
certificate for the balance of the shares issued in lieu without charge.
Additional certificates
10 Subject as provided in Article 11, if any member shall require
additional certificates he shall pay for each additional certificate
such reasonable out of pocket expenses as the Directors shall determine.
Renewal of certificates
11 If any certificate is defaced, worn out, lost, or destroyed, a new
certificate must be issued without charge (other than exceptional out of
pocket expenses) and the person requiring the new certificate shall
surrender the defaced or worn-out certificate, or give such evidence of
the loss or destruction of the certificate and such indemnity to the
Company as the Directors shall determine.
JOINT HOLDERS OF SHARES
Joint Holders
12 Where two or more persons are registered as the holders of any share
they shall be deemed to hold the same as joint tenants with benefit of
survivorship, subject to the following:-
12.11 The Company shall not be bound to register more than four persons as the
holders of any share.
12.2 The joint holders of any share shall be liable, severally as well as
jointly, in respect of all payments which are to be made in respect of
such share.
12.3 On the death of any one of such joint holders the survivor or survivors
shall be the only person or persons recognised by the Company as having
any title to such share, but the estate of a deceased joint holder shall
not be released from any liability in respect of any share which had
been jointly held by him.
12.4 Any one of such joint holders may give effectual receipts for any
dividend, bonus or return of capital payable to such joint holders.
12.5 Only the person whose name stands first in the Register as one of the
joint holders of any share shall be entitled to delivery of the
certificate relating to such share (if that share is held in
certificated form), or to receive notices from the Company, and any
notice given to such person shall be deemed notice to all the joint
holders.
12.6 Any one of the joint holders of any share for the time being conferring
a right to vote may vote either personally or by proxy at any meeting in
respect of such share as if he were the sole holder, provided that if
more than one of such joint holders be present at any meeting, either
personally or by proxy, the person whose name stands first in the
Register as one of such holders, and no other, shall be entitled to vote
in respect of the share.
CALLS ON SHARES
Calls, how made
13 The Directors may from time to time make calls upon the members in
respect of all moneys unpaid on their shares (whether on account of the
nominal amount of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at any fixed time; provided
that (except as otherwise provided by the conditions of allotment) no
call shall exceed one-fourth of the nominal amount of the share, or be
made payable within one month after the date when the last instalment of
the last preceding call shall have been made payable; and each member
shall, subject to receiving fourteen days' notice at least, specifying
the time and place for payment, pay the amount called on his shares to
the persons and at the times and places appointed by the Directors.
When call deemed to be made
14 A call shall be deemed to have been made at the time when the resolution
of the Directors authorising such call was passed and may be payable by
instalments or postponed or revoked either wholly or in part as the
Directors may determine. Differences in amounts paid on shares
Differences in amounts paid on shares
15 The Directors may make arrangements on the issue of shares for a
difference between the holders of such shares in the amount of calls to
be paid and in the time of payment of such calls.
Interest on calls in arrear
16 If a call payable in respect of any share or any instalment of a call is
not paid before or on the day appointed for payment thereof, the holder
for the time being of such share shall be liable to pay interest on the
same at such rate, not exceeding 20 per cent. per annum, as the
Directors determine from the day appointed for the payment of such call
or instalment to the time of actual payment, but the Directors may, if
they think fit, waive the payment of such interest or any part thereof.
No dividend or other payment or distribution in respect of any such
share shall be paid or distributed, and no other rights which would
otherwise normally be exercisable in accordance with these Articles may
be exercised by a holder of any such share, so long as any such sum or
any interest or expenses payable in accordance with this Article in
relation thereto remains due.
Instalments to be treated as calls
17 If by the conditions of allotment of any shares, or otherwise, any
amount is made payable at any fixed time, whether on account of the
nominal amount of the shares or by way of premium, every such amount
shall be payable as if it were a call duly made by the Directors, of
which due notice had been given; and all the provisions hereof with
respect to the payment of calls and interest thereon, or to the
forfeiture of shares for non-payment of calls, shall apply to every such
amount and the shares in respect of which it is payable.
Payment in advance of calls
18 The Directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys 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,
without the sanction of the Company in General Meeting, 6 per cent. per
annum) as may be agreed upon between the member paying the moneys in
advance and the Directors. Any such payment in advance shall not entitle
the member concerned to participate in respect of the amount of such
payment in any dividend declared or paid on such shares.
FORFEITURE OF SHARES AND LIEN
Notice requiring payment of call or instalment
19 If any member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may, at any time thereafter
during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring him to pay so much of the call or
instalment as is unpaid, together with interest accrued and any expenses
incurred by reason of such non-payment.
What the notice is to state
20 The notice shall name a further day (not being earlier than the
expiration of fourteen days from the date of the notice) on or before
which such call or instalment and all interest accrued and expenses
incurred by reason of such non-payment are to be paid, and it shall also
name the place where payment is to be made. 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 forfeiture.
Forfeiture if notice not complied with
21 If the requirements of any such notice are not complied with, any shares
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, and any such
forfeiture shall extend to all dividends declared in respect of the
shares so forfeited but not actually paid before such forfeiture. The
Directors may accept surrender of any share liable to be forfeited
hereunder.
Forfeited shares the property of the Company
22 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; but no forfeiture shall be in any manner invalidated by any
omission or neglect to give such notice. Subject to the provisions of
the Statutes, any share so forfeited shall be deemed to be the property
of the Company, no voting rights shall be exercised in respect thereof
and the Directors may cancel the same or within three years of such
forfeiture sell, reallot or otherwise dispose of the same in such manner
as they, think fit either to the person who was before the forfeiture
the holder thereof, or to any other person, and either with or without
any past or accruing dividends, and, in the case of reallotment, with or
without any money paid thereon by the former holder being credited as
paid up thereon. Any share not disposed of in accordance with the
foregoing within a period of three years from the date of its forfeiture
shall thereupon be cancelled in accordance with the provisions of the
Statutes.
Liability to pay calls after forfeiture
23 Any person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all moneys which at the date of the
forfeiture were presently payable by him to the Company in respect of
the shares, together with interest thereon at such rate, not exceeding
20 per cent. per annum or such lower rate as the Directors shall
appoint, down to the date of payment, but his liability shall cease if
and when the Company receives payment in full of all such moneys in
respect of the shares, together with interest as aforesaid. The
Directors may, if they think fit, waive the payment of such interest or
any part thereof.
Statutory declaration of forfeiture
24 A statutory declaration in writing that the declarant is a Director of
the Company or the Secretary and that a share has been duly forfeited or
sold to satisfy a lien of the Company on a date stated in the
declaration shall be conclusive evidence of the facts stated as against
all persons claiming to be entitled to the share, and 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, and the
appropriate share certificate, shall 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 thereof, and his title to the share
shall not be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, re-allotment, sale or
disposal of such share. The Directors may authorise some person to
transfer a forfeited share to any other person as aforesaid. The remedy
(if any) of any former holder of any such share, and of any person
claiming under or through him, shall be against the Company and in
damages only.
Lien on partly paid shares
25 The Company shall have a first and paramount lien upon all the shares,
other than fully paid-up shares, registered in the name of each member
(whether solely or jointly with other persons) for any amount payable in
respect of such shares, whether presently payable or not, and such lien
shall apply to all dividends from time to time declared or other moneys
payable in respect of such shares. Unless otherwise agreed, the
registration of a transfer of a share shall operate as a waiver of the
Company's lien, if any, on such share.
Sale for lien
26 For the purpose of enforcing such lien the Directors may, subject (in
the case of uncertificated shares) to the provisions of the Regulations
sell the shares subject thereto, in such manner as they think fit, but
no such sale shall be made until all or any part of the sum outstanding
on the shares shall have become payable and until notice in writing
stating, and demanding payment of, the sum payable and giving notice of
the intention to sell in default of such payment shall have been served
on such member and default shall have been made by him in the payment of
the sum payable for fourteen days after such notice.
Proceeds of sale
27 The net proceeds of any 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 (upon surrender to the Company for cancellation
of the certificate for any certificated shares sold and subject to a
like lien for sums not presently payable as existed upon the shares
before the sale) be paid to the member or as he shall in writing direct
or the person (if any) entitled by transmission to the shares
immediately before the sale.
Title
28 An entry in the Directors' minute book of the forfeiture of any shares,
or that any shares have been sold to satisfy a lien of the Company,
shall be sufficient evidence, as against all persons claiming to be
entitled to such shares, that the said shares were properly forfeited or
sold; and such entry, the receipt of the Company for the price of such
shares, and the appropriate share certificate, shall constitute a good
title to such shares, and the name of the purchaser or other person
entitled shall be entered in the Register as a Member, and he shall be
entitled, if such shares are in certificated form, to a certificate of
title to the shares and shall not be bound to see to the application of
the purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the
forfeiture or sale. For giving effect to any such sale, the Directors
may, subject (in the case of uncertificated shares) to the provisions of
the Regulations, authorise some person to transfer any such shares sold
to the purchaser thereof. The remedy (if any) of the former holder of
such shares, and of any person claiming under or through him, shall be
against the Company and in damages only.
TRANSFER AND TRANSMISSION OF SHARES
Form of instrument of transfer of certificated shares etc.
29 All transfers of certificated shares shall be in writing in the usual
common form or in any other form permitted by the Stock Transfer Act
1963 or approved by the Directors. The instrument of transfer shall be
signed by or on behalf of the transferor and, if the certificated
shares transferred are not fully paid, by or on behalf of the
transferee. The transferor shall be deemed to remain the holder of
such certificated shares until the name of the transferee is entered
in the Register in respect thereof.
Transfers of uncertificated shares
30 Subject to the provisions of these Articles, a Member may transfer all
or any of his uncertificated shares in any manner which is permitted by
the Statutes and is from time to time approved by the Directors and the
Company shall register such transfer in accordance with the Statutes.
The transferor shall be deemed to remain the holder of such
uncertificated shares until the name of the transferee is entered on the
register in respect thereof.
Renunciation of Allotments
31 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 thereof
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.
Power to refuse registration of transfers
32 Subject (in the case of uncertificated shares) to the provisions of the
Regulations and the facilities and requirements of the relevant system
concerned, the Directors may, in their absolute discretion and without
assigning any reason therefor, refuse to register any transfer of shares
of any class (not being fully paid shares), and may also decline to
register any transfer of certificated shares of any class on which the
Company has a lien, provided that, where any such shares are admitted to
the Official List of the London Stock Exchange, the Directors may impose
only such restrictions on transfer as are permitted by the London Stock
Exchange.
33 The Directors may also refuse to recognise any instrument of transfer of
a certificated share, unless the instrument of transfer, duly stamped,
is deposited at the Office or such other place as the Directors may
appoint, accompanied by the certificate for the certificated shares to
which it relates if it has been issued, and such other evidence as the
Directors may reasonably require to show the right of the transferor to
make the transfer.
34 The Directors may, in their absolute discretion and without assigning
any reason therefor, refuse to register any transfer of an
uncertificated share where permitted by the Statutes.
35 The Directors may also refuse to register any transfer of shares unless
it is in respect of only one class of shares.
36 The maximum number of persons who may be registered as joint holders of
a share is four.
Notice of refusal of transfer
37 If the Directors refuse to register a transfer they shall send to the
transferee notice of the refusal:-
37.1 the case of a certificated share, within two months after the date on
which the transfer was lodged with the Company; or
37.2 in the case of an uncertificated share, within two months of the date on
which a properly authenticated dematerialised instruction attributable
to the operator of the relevant system was received by the Company in
respect of such transfer.
Register may be closed
38 Subject to compliance with the Statutes, the Register may be closed at
such times and for such periods as the Directors in their absolute
discretion may from time to time determine, provided that:-
38.1 the Register shall not be closed for more than thirty days in any year;
and
38.2 where shares have been permitted to be transferred by means of a
relevant system, the consent of the operator of that system has been
obtained.
No fee for registration
39 No fee shall be charged in respect of the registration of any transfer,
probate, letters of administration, certificate of marriage or death,
power of attorney or other document relating to or affecting the title
to any shares.
Transfer instruments to be retained by the Company
40.1 All instruments of transfer which shall be registered shall, subject to
Article 40.2, be retained by the Company, but any instrument of transfer
which the Directors may refuse to register shall (except in any case of
fraud) be returned to the persons depositing the same.
40.2 The Company shall be entitled to destroy the following documents at the
following times:-
40.2.1 registered instruments of transfer or dematerialised instructions
transferring shares and any other documents which were the basis for
making an entry on the Register: at any time after the expiration of six
years from the date of registration thereof;
40.2.2 allotment letters: at any time after the expiration of six years from
the date of issue thereof;
40.2.3 dividend mandates, powers of attorney, grants of probate and letters of
administration: at any time after the account to which the relevant
mandate, power of attorney, grant of probate or letters of
administration related has been closed;
40.2.4 notifications of change of address: at any time after the expiration of
two years from the date of recording thereof; and
40.2.5 cancelled share certificates: at any time after the expiration of one
year from the date of the cancellation thereof.
40.3 It shall conclusively be presumed in favour of the Company:-
40.3.1 that every entry in the Register purporting to be made on the basis of
any such documents so destroyed was duly and properly made; and
40.3.2 that every such document so destroyed was valid and effective and had
been duly and properly registered, cancelled, or recorded, as the case
may be, in the books or records of the Company.
40.4 The provisions aforesaid shall apply to the destruction of a document in
good faith and without notice of any claim (regardless of the parties
thereto) to which the document might be relevant.
40.5 Nothing herein contained shall be construed as imposing upon the Company
any liability in respect of the destruction of any such document earlier
than as aforesaid or in any other circumstances, which would not attach
to the Company in the absence of this Article.
40.6 References in this Article to the destruction of any document include
the disposal thereof in any manner.
Persons recognised on death of a member
41 On the death of any member (not being one of two or more joint holders
of a share) the legal personal representatives of such deceased member
shall be the only persons recognised by the Company as having any title
to the share or shares registered in his name.
Transmission
42 Any person becoming entitled to a share or shares by reason of the death
or bankruptcy of a member may, upon such evidence being produced as may
from time to time be required by the Directors, elect either to be
registered as a member in respect of such share or shares, or to make
such transfer of the share or shares as the deceased or bankrupt person
could have made. If the person so becoming entitled shall elect to be
registered himself he shall give to the Company a notice in writing
signed by him to that effect. The Directors shall in either case have
the same right to refuse or suspend registration as they would have had
if the death or bankruptcy of the member had not occurred and the notice
of election or transfer were a transfer executed by that member.
Limitation of rights before registration
43 Any person becoming entitled to a share by reason of the death or
bankruptcy of a member shall 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, unless and until he is
registered as a member in respect of the share or unless the Directors
otherwise determine, be entitled in respect of it to receive notice of,
or to exercise any right conferred by membership in relation to,
meetings of 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 such share to some other person, and
if such notice is not complied with within ninety days after service the
Directors may thereafter withhold payment of all dividends and other
moneys payable in respect of such share until the requirements of the
notice have been complied with.
Untraced members
44.1 Subject to the provisions of the Statutes, the Company shall be entitled
to sell at the best price reasonably obtainable any share or stock of a
member or any share or stock to which a person is entitled by
transmission if and provided that:-
44.1.1 for a period of twelve years no cheque or warrant sent by the Company
through the post in a pre-paid letter addressed to the member or to the
person entitled by transmission to the share or stock at his address on
the Register or other the last known address given by the member or the
person entitled by transmission to which cheques and warrants are to be
sent has been cashed and no communication has been received by the
Company from the member or the person entitled by transmission provided
that in any such period of twelve years the Company has paid at least
three dividends in respect of the shares in question whether interim or
final and no such dividend has been claimed; and
44.1.2 the Company has at any time following the expiration of the said period
of twelve years by advertisement in a national daily newspaper and a
local newspaper circulating in the area in which the last known address
of the member or the person entitled to the shares by transmission at
which service of notices might be effected in accordance with these
Articles is located given notice of its intention to sell such share;
and
44.1.3 the Company has not during the further period of three months after the
date of the advertisement and prior to the exercise of the power of sale
received any communication from the member or person entitled by
transmission; and
44.1.4 the Company has given notice in writing of its intention to sell such
shares or stock in each case to the Quotations Department of the London
Stock Exchange.
44.2 To give effect to any such sale, the Directors may authorise some person
to transfer such share and such transfer shall be as effective as if it
had been executed by the registered holder of, or person entitled by the
transmission to, such share. The Company shall account to the member or
other person entitled to such share or stock for the net proceeds of
such sale by carrying all moneys in respect thereof to a separate
account which shall be a permanent debt of the Company and the Company
shall be deemed to be a debtor and not a trustee in respect thereof for
such Member or other person. Moneys carried to such separate account may
either be employed in the business of the Company or invested in such
investments (other than shares of the Company or its holding company (if
any)) as the Directors may from time to time think fit. The Company
shall not be required to pay interest on the said moneys or to account
for any amounts earned thereon.
Uncertificated shares - general provisions
45 Subject to the Regulations and the facilities and requirements of the
relevant system concerned, the Directors shall have power to make such
arrangements as they may (in their absolute discretion) think fit in
order for any class of share to be a participating security and subject
thereto the Company may issue shares of that class in uncertificated
form and permit such shares to be transferred by means of a relevant
system to the fullest extent available from time to time. No provision
of these Articles shall apply or have effect to the extent that it is
inconsistent with:-
45.1 the holding of shares in uncertificated form;
45.2 the transfer of title to shares by means of a relevant system; and
45.3 the Regulations.
46 Without prejudice to the generality of Article 45, notwithstanding any
provision of these Articles and subject always to the Regulations, where
any class of share is a participating security:-
46.1 the register relating to such class shall be maintained at all times in
the United Kingdom;
46.2 shares of such class held by the same holder or joint holder in
certificated form and in uncertificated form shall be treated as
separate holdings, unless the Directors otherwise determine;
46.3 shares of such class may be changed from certificated to uncertificated
form, and from uncertificated to certificated form, in accordance with
the Regulations;
46.4 the Company shall comply with Regulation 21 of the Regulations in
relation to the rectification of, and changes to, the Register relating
to such class;
46.5 the provisions of these Articles with respect to meetings, including the
holders, of such class shall have effect subject to the provisions of
Regulation 34 of the Regulations; and
46.6 the Directors may, by notice in writing to the holder of any
uncertificated shares of such class, require that holder to change the
form of such shares to certificated form within such period as may be
specified in the notice.
ALTERATION OF SHARE CAPITAL
Capital, how increased
47 The Company may from time to time by Ordinary Resolution increase its
capital by the creation of new shares, such increase to be of such
aggregate amount and to be divided into shares of such respective
amounts as the resolution shall prescribe.
New capital to be considered part of original unless otherwise provided
48 Any capital raised by the creation of new shares shall, unless otherwise
provided by the conditions of issue, be considered as part of the
original capital, and shall be subject to the same provisions with
reference to the payment of calls and the forfeiture of shares on
non-payment of calls, transfer and transmission of shares, lien or
otherwise, as if it had been part of the original capital.
Alteration of capital
49.1 The Company may by Ordinary Resolution:-
49.1.1 consolidate all or any of its share capital into shares of larger amount
than its existing shares;
49.1.2 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 capital by the amount of the shares so cancelled;
49.1.3 sub-divide its shares or any of them into shares of smaller amount than
is fixed by the Memorandum of Association (subject, nevertheless, to the
provisions of the Statutes), and so that the resolution whereby any
share is sub-divided may determine that as between the holders of the
shares resulting from such sub-division, one or more of the shares may
have any such preferred or other special rights over or may have such
deferred rights or be subject to any such restrictions as compared with
the others as the Company has power to attach to unissued or new shares.
49.2 The Company may by Special Resolution reduce its share capital, any
capital redemption reserve and any share premium account in any manner
authorised by law.
Fraction of shares
50 Anything done in pursuance of Article 49 shall be done in the manner
therein provided and subject to any conditions imposed by the Statutes
so far as they shall be applicable and, so far as they shall not be
applicable, in accordance with the terms of the resolution authorising
the same and be otherwise in such manner as the Directors deem most
expedient, with power for the Directors on any consolidation of shares
to deal with fractions of shares in any manner they think fit. In
particular, whenever on any consolidation members shall be entitled to
any fractions of shares the Directors may sell all or any of such
fractions and shall distribute the net proceeds thereof amongst the
members entitled to such fractions in due proportions. In giving effect
to any such sales, the Directors may authorise some person to transfer
the shares sold to the purchaser thereof and the purchaser shall be
registered as the holder of the shares comprised in any such transfer
and he shall not be bound to see to the application of the purchase
money nor shall his title to the shares be affected by any irregularity
or invalidity in the proceedings relating to the transfer.
MODIFICATION OF RIGHTS
Rights of various classes may be altered
51.1 If at any time the capital is divided into different classes of shares,
the rights attached to any class or any of such rights (unless otherwise
provided by the terms of issue of the shares of that class) may, subject
to the provisions of Section 127 of the Act, 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 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 the class, but
not otherwise.
51.2 To every such separate general meeting the provisions of these Articles
relating to General Meetings shall, mutatis mutandis, apply, but so
that: -
51.2.1 at every such separate general meeting the quorum shall be two persons
at least holding or representing by proxy one third of the issued shares
of the class. Provided that if at any adjourned meeting of the holders
of any class a quorum as defined is not present those holders who are
present in person or by proxy shall form a quorum;
51.2.2 any holder of shares of the class in question present in person or by
proxy may demand a poll; and
51.2.3 the holders of the shares of the class in question shall, on a poll,
have one vote in respect of every share of the class held by them
respectively.
51.3 This Article shall apply to the modification, variation or abrogation of
the special rights attached to some only of the shares of any class as
if each group of shares of the class differently treated formed a
separate class the special rights whereof are to be modified, varied or
abrogated.
51.4 For the avoidance of doubt, the provisions of these Articles relating to
General Meetings shall apply, with necessary modifications, to any
separate meeting of the holders of shares of a class held otherwise than
in connection with the variation or abrogation or modification of the
rights attached to shares of that class.
Creation or issue of further shares of special class
52 The rights attached to any class of shares shall not (unless otherwise
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 to
be modified or varied by the creation or issue of further shares ranking
in some or all respects pari passu therewith but in no respect in
priority thereto.
GENERAL MEETINGS
Annual General Meetings
53 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 fifteen months shall elapse between the date of one Annual
General Meeting and that of the next. The Annual General Meeting shall
be held at such time and place as the Directors shall appoint. All
General Meetings other than Annual General Meetings shall be called
"Extraordinary General Meetings".
Extraordinary General Meetings
54.1 The Directors may whenever they think fit, convene an Extraordinary
General Meeting and shall do so upon a requisition made in accordance
with Section 368 of the Act.
54.2 If at any time there shall not be present in England and capable of
acting sufficient Directors to form a quorum, the Directors in England
capable of acting, or if there shall be no such Directors then any two
members, may convene an Extraordinary General Meeting in the same manner
as nearly as possible as that in which General Meetings may be convened
by the Directors, and the Company at such meeting shall have power to
elect Directors.
Business at meeting called by requisition
55 In the case of an Extraordinary General Meeting called in pursuance of a
requisition, unless such meeting shall have been called by the
Directors, no business other than that stated in the requisition as the
objects of the meeting shall be transacted.
NOTICE OF GENERAL MEETINGS
Notice of meeting
56 An Annual General Meeting and an Extraordinary General Meeting at which
it is proposed to pass a Special Resolution or (save as provided by the
Statutes) a resolution of which special notice has been given to the
Company shall be called by twenty-one days' notice in writing at the
least, and any other Extraordinary General Meeting shall be called by
fourteen days' notice in writing at the least. The notice shall be
exclusive of the day on which it is served or deemed to be served and
also of the day for which it is given.
Recipients of Notices
57 Notice of every Annual General Meeting and Extraordinary General Meeting
of the Company shall be given to:-
57.1 all Members other than any who, under the provisions of these Articles
or the terms of issue of the shares they hold, are not entitled to
receive such notices from the Company;
57.2 the auditors of the Company for the time being; and
57.3 each Director.
Contents of notice
58 The notice shall specify the place, the day and the time of meeting,
and, in case of special business, the general nature of the business.
The notice shall be given in manner hereinafter mentioned or in such
other manner (if any) as may be prescribed by the Company General
Meeting to such persons as are under these Articles entitled to receive
such notices from the Company. Every notice calling an Annual General
Meeting shall specify the meeting as such.
Meeting convened by short notice
59 A meeting of the Company shall, notwithstanding that it is called by
shorter notice than specified above, be deemed to have been duly called
with regard to length of notice if it is so agreed:-
59.1 in the case of a meeting called as the Annual General Meeting, by all
the members entitled to attend and vote thereat; and
59.2 in the case of any other meeting, by a majority in number of the Members
having the 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.
Statement as to proxies in notice
60 In every notice calling a meeting of the Company or of any class of
members of the Company there shall appear with reasonable prominence a
statement that a member entitled to attend and vote is entitled to
appoint a proxy to attend and vote instead of him, and that a proxy need
not be a member.
Omission to give notice
61 The accidental omission to give notice to any person entitled under
these Articles to receive notice of a General Meeting, or the
non-receipt by any such person of such notice, shall not invalidate the
proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
Business of meeting
62 The ordinary business of an Annual General Meeting shall be to receive
and consider the accounts and balance sheets, the reports of the
Directors and Auditors, and any other documents required by law to be
attached or annexed to the balance sheets, to elect Directors in place
of those retiring, to elect Auditors where no special notice of such
election is required by the Statute and fix their remuneration, or
determine the method by which it may be fixed, to declare dividends and
to confer, vary or renew any authority under Section 80 of the Act or
any power pursuant to Section 95 of the Act. All other business
transacted at an Annual General Meeting, with all business transacted at
an Extraordinary General Meeting, shall be deemed special.
Quorum
63 No business shall be transacted at any General Meeting unless a quorum
of members is present, and such quorum shall consist of not less than
two members present in person or by proxy and entitled to vote.
Adjournment for want of quorum
64 If, within fifteen minutes from the time appointed for a General
Meeting, a quorum is not present, the meeting, if convened by or on the
requisition of members, shall be dissolved. In any other case it shall
stand adjourned to such day and to such time and place (not being less
than seven nor more than thirty days thereafter) as the Chairman may
determine. In default of such determination it shall be adjourned to the
same day in the next week or, if that day is not a business day, the
next following business day at the same time and place; if at such
adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the meeting shall be dissolved.
Chairman
65 The Chairman (if any) of the Board of Directors shall preside as
Chairman at every General Meeting of the Company. If there is no such
Chairman, or if at any meeting he is not present within fifteen minutes
after the time appointed for holding the meeting, or is unwilling to act
as Chairman, the Directors present shall choose one of their number to
act as Chairman or if no Director is present and willing to take the
chair the members present shall choose one of their number to be
Chairman.
Adjournment
66.1 The Chairman may, with the consent of any General 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 which
might lawfully have been transacted at the meeting from which the
adjournment took place.
66.2 The Chairman may at any time adjourn any meeting (whether or not it has
commenced or a quorum is present) either sine die or to such other time
and place as the Board or the Chairman of the meeting may decide, if it
appears to him that:-
66.2.1 the number of persons wishing to attend cannot be conveniently
accommodated in the place appointed for the meeting; or
66.2.2 the unruly conduct of persons attending the meeting prevents or is
likely to prevent the orderly continuation of the business of the
meeting; or
66.2.3 an adjournment is otherwise necessary so that the business of the
meeting may be properly conducted.
66.3 When a meeting is adjourned for thirty days or more or sine die, seven
days' notice of the adjourned meeting shall be given in the like manner
as in the case of an original meeting. Save as aforesaid, it shall not
be necessary to give any notice of an adjourned meeting or of the
business to be transacted thereat.
Voting
67.1 At any General Meeting every question shall be decided by a show of
hands unless a poll is (on or before the declaration of the result of
the show of hands) directed by the Chairman or demanded by:-
67.1.1 at least three members present in person or by proxy and entitled to
vote; or
67.1.2 one or more members representing not less than one-tenth of the total
voting rights of all the Members having the right to vote at the
meeting; or
67.1.3 one or more members 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
the shares conferring that right.
The demand for a poll may be withdrawn.
67.2 A declaration by the Chairman that a resolution has been carried or not
carried, or carried or not carried by a particular majority, and an
entry to that effect in the minute book of the Company, shall be
conclusive evidence of the facts, without proof of the number or
proportion of the votes recorded in favour of or against such
resolution.
Poll
68 If a poll is duly directed or demanded it may be taken immediately or
(subject to the provisions of Article 70) at such other time (but not
more than thirty days after such direction or demand) and in such manner
as the Chairman may appoint, and the result of such poll shall be deemed
to be the resolution of the meeting at which the poll was directed or
demanded. No notice need be given of a poll not taken immediately.
Casting Vote
69 In the case of an equality of votes at any General Meeting, whether upon
a show of hands or on a poll, the Chairman shall be entitled to a second
or casting vote.
When poll taken without adjournment
70 A poll demanded upon the election of a Chairman or upon a question of
adjournment shall be taken forthwith. Any business other than that upon
which a poll has been demanded may be proceeded with pending the taking
of the poll.
VOTES OF MEMBERS
Votes
71 Subject to any special terms as to voting upon which any shares may for
the time being be held, upon a show of hands every member present in
person shall have one vote, and upon a poll every member present in
person or by proxy shall have one vote for every share held by him.
By committee or curator
72 A member incapable by reason of mental disorder or otherwise of managing
and administering his property and affairs may vote whether on a show of
hands or on a poll by his receiver or other person appointed by any
Court of competent jurisdiction to act on his behalf and any such person
may on a poll vote by proxy provided that such evidence as the Directors
may require of the authority of the person claiming to vote shall have
been deposited at the Office, or at such other place as is specified in
accordance with these Articles for the deposit of instruments of proxy,
not less than forty-eight hours before the time of holding the meeting
or adjourned meeting at which such person claims to vote.
Persons whose calls are unpaid not entitled to vote
73 No member shall be entitled to vote at any General Meeting unless all
calls or other sums presently payable by him in respect of the shares
held by him in the Company have been paid.
Disenfranchisement of members
74.1 For the purposes of this Article, unless the context otherwise
requires:-
74.1.1 "disclosure notice" means a notice issued by or on behalf of the Company
requiring disclosure of interests in specified shares pursuant to
Section 212 of the Act;
74.1.2 "restrictions" means one or more, as the case may be, of the
restrictions referred to in paragraph 74.3 of this Article;
74.1.3 "specified shares" means all or, as the case may be, some of the shares
specified in a disclosure notice;
74.1.4 a person other than the member holding a share shall be treated as
appearing to be interested in the share if the member has informed the
Company that the person is, or may be, so interested, or if the Board
(after taking account of any information obtained from the member or,
pursuant to a disclosure notice, from any other person) knows or has
reasonable cause to believe that the person is, or may be, so
interested; and
74.1.5 "interested" shall be construed as it is for the purpose of Section 212
of the Act.
74.2 Notwithstanding anything in these Articles to the contrary, if:-
74.2.1 a disclosure notice has been served on a member or any other person
appearing to be interested in the specified shares; and
74.2.2 the Company has not received (in accordance with the terms of such
disclosure notice) the information required therein in respect of the
relevant specified shares not later than fourteen days (subject as
provided in Article 74.7 below) after the service of such disclosure
notice
then the Directors may (subject to Article 74.3 below) determine that
the member in respect of the relevant specified shares shall, upon the
issue of a restriction notice (as referred to below), be subject
to the restrictions referred to in such restriction notice (and upon the
issue of such restriction notice such member shall be so subject).
A "restriction notice" shall be a notice issued by the Company stating,
or substantially to the effect, that (until such time as the Directors
determine otherwise pursuant to Article 74.4) the specified shares
referred to therein shall be subject to one or more of the restrictions
stated therein.
74.3 The restrictions which the Directors may determine shall apply to
specified shares pursuant to this Article shall be one or more, as
determined by the Directors, of the following (save that, (i) where the
holder of specified shares is the holder of less than 0.25 per cent. (in
nominal value) of the shares of the same class as the specified shares
in issue at the time of service of the disclosure notice in respect of
such specified shares, only the restriction referred to in Article
74.3.1 below may be determined by the Directors to apply) and (ii) the
restrictions referred to in Article 74.3.2 shall not apply to sales of
specified shares to a bona fide unconnected third party (such as a sale
of specified shares on a recognised stock exchange as defined in the
Financial Services Act 1986 or on any stock exchange on which the
Company's shares are normally dealt or pursuant to an acceptance of a
take-over offer for the Company (as defined in Section 428 (1) of the
Act)):-
74.3.1 that the member registered in respect of such specified shares shall not
be entitled, in respect of those specified shares, to be present or to
vote either personally or by representative or by proxy or otherwise at
any general meeting or at any separate general meeting of the holders of
any class of shares or upon any poll;
74.3.2 that no transfer of such specified shares (other than a transfer to a
bona fide unconnected third party) by the member registered as a
certificated holder in respect of such specified shares shall be
effective or shall be recognised by the Company; and
74.3.3 that no dividend shall be paid to the member registered in respect of
such specified shares in respect of those specified shares and that in
circumstances where an offer of the right to elect to receive shares or
other securities instead of cash in respect of any dividend is or has
been made, any election made thereunder by such member in respect of
such specified shares shall not be effective.
74.4 The Directors may determine that one or more of the restrictions imposed
on specified shares shall cease to apply (whereupon they shall cease so
to apply) at any time, and all the restrictions imposed on the specified
shares shall in any event cease to apply on the expiry of two business
days after:-
74.4.1 the Company receives (in accordance with the terms of the relevant
disclosure notice) the information required therein in respect of such
specified shares; or
74.4.2 the Company receives any other executed instrument of transfer in
respect of such specified shares held in certificated form or a properly
authenticated dematerialised instruction in respect of the transfer of
such specified shares held in uncertificated form which would otherwise
be given effect to and the Directors have not determined, within ten
days after such receipt, not to give effect thereto on the grounds that
it has reasonable cause to believe that the change in the registered
holder of such specified shares would not be as a result of an arm's
length sale resulting in a material change in the beneficial interests
in such specified shares.
74.5 Where dividends are not paid as a result of restrictions having been
imposed on specified shares, such dividends shall accrue and shall be
payable (without interest) upon the relevant restriction ceasing to
apply.
74.6 Where the Directors make a determination under Article 74.3 above they
shall notify the purported transferee as soon as practicable thereof and
any person may make representations in writing to the Directors
concerning any such determination. The Directors shall not be liable to
any person as a result of having imposed restrictions or having failed
to determine that such restrictions shall cease to apply if the
Directors acted in good faith.
74.7 Where the holder of the specified shares is the holder of less than 0.25
per cent. (in nominal value) of the shares of the same class as the
specified shares in issue at the time of service of the disclosure
notice in respect of such specified shares, the period of fourteen days
referred to in Article 74.2.2 above shall be deemed to be replaced by a
period of twenty-eight days.
74.8 Shares issued in right of specified shares in respect of which a member
is for the time being subject to restrictions under this Article shall
on issue become subject to the same restrictions whilst held by that
member as the specified shares in right of which they are issued. For
this purpose, shares which the Company procures to be offered to
shareholders pro rata (or pro rata ignoring fractional entitlements and
shares not offered to certain members by reason of legal or practical
problems associated with offering shares outside the United Kingdom)
shall be treated as shares issued in right of specified shares.
74.9 The Directors shall at all times have the right, at their discretion, to
suspend, in whole or in part, any restriction notice given pursuant to
this Article either permanently or for any given period and to pay to a
trustee any dividend payable in respect of any specified shares or in
respect of any shares issued in right of specified shares which are
referred to in such restriction notice. Notice of suspension, specifying
the sanctions suspended and the period of suspension shall be given to
the relevant holder in writing within seven days after any decision to
implement such a suspension.
74.10 The provisions of this Article are without prejudice to, and shall not
affect, the right of the Company to apply any of the provisions referred
to in Part VI of the Act.
Objection to the qualification of a vote
75 If any objection shall be raised as to the qualification of any voter or
it is alleged that any votes have been counted which should not have
been counted or that any votes are not counted which ought to have been
counted, the objection or allegation shall not vitiate the decision on
any resolution unless it is raised at the meeting or adjourned meeting
at which the vote objected to is given or tendered or at which the
alleged error occurs. Any objection or allegation made in due time shall
be referred to the Chairman of the meeting, whose decision shall be
final and conclusive.
Voting by proxy
76 Upon a poll votes may be given either personally or by proxy. A proxy
shall not be entitled to vote except on a poll.
How signed
77 The instrument appointing a proxy shall be in the usual common form or
such other form as may be approved by the Directors from time to time
(provided that it shall be so worded as to enable the proxy to vote
either for or against the resolutions to be proposed at the meeting at
which the proxy is to be used) and shall be in writing under the hand of
the appointor, or of his attorney duly authorised in writing, or if such
appointor is a corporation either under its common seal or under the
hand of an attorney or duly authorised officer of the corporation. A
member may appoint two or more persons as proxies in the alternative,
but if he shall do so only one of such proxies may attend as such and
vote instead of such member on any one occasion.
Any person may act as proxy
78 Any person may be appointed to act as proxy. A proxy need not be a
member of the Company.
Deposit of proxy
79 The instrument appointing a proxy, and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified
copy of such power or authority, shall be deposited at the Office (or
such other place in the United Kingdom as may be specified for that
purpose in or by way of note to the notice convening the meeting) not
less than forty-eight hours before the time fixed for holding the
meeting or adjourned meeting at which the person named in such
instrument is authorised to vote, or, in the case of a poll taken more
than forty-eight hours after it was demanded, not less than twenty-four
hours before the time appointed for the taking of the poll or, in the
case of a poll not taken forthwith but taken within forty-eight hours
after it was demanded, at the meeting at which such poll was demanded
with any Director or the Secretary, and in default the instrument of
proxy shall not be treated as valid: Provided that an instrument of
proxy relating to more than one meeting (including any adjournment
thereof) having once been so delivered for the purposes of any meeting
shall not require again to be delivered for the purposes of any
subsequent meeting to which it relates.
A proxy may demand a poll
80 The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll but shall not confer any further
right to speak at the meeting except with the permission of the
Chairman.
When vote by proxy valid, though authority revoked
81 A vote given or act done in accordance with the terms of an instrument
of proxy shall be valid notwithstanding the previous death or insanity
of the appointor, or revocation of the proxy, or of the authority under
which the proxy was executed, or the transfer of the share in respect of
which the proxy is given, unless notice in writing of such death,
insanity, revocation or transfer as aforesaid shall have been received
by the Company at the Office (or such other place in the United Kingdom
as may be specified for depositing the instrument of proxy in or by way
of any note to the notice convening the meeting) at least one hour
before the commencement of the meeting or adjourned meeting or poll at
which the vote was given or the act was done.
Votes by corporations
82 Any corporation which is a member 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 at any meeting of
any class of members, 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 attending the meeting in person.
DIRECTORS
Numbers of Directors
83 Unless and until the Company in General Meeting shall otherwise
determine, the number of Directors shall be not less than three nor more
than fourteen.
Director's retiring age excluded
84 A Director shall be capable of being appointed or re-elected a Director
notwithstanding that he shall have attained the age of seventy nor shall
a Director be required to retire by reason of his having attained that
or any other age, and Section 293 of the Act shall not apply.
Director's share qualification
85 A Director shall not require a share qualification. A Director shall be
entitled to receive notice of and attend and speak at all General
Meetings of the Company and at all separate general meetings of the
holders of any class of shares in the capital of the Company.
Remuneration of Directors
86 The remuneration of the Directors for acting as Directors (including
acting as members of any committee of the Directors) shall from time to time be
determined by the Company in General Meeting, save that the Company may pay to
Directors not being employees of the Company or any of its subsidiaries such
fees as may be determined by the Directors, in an amount not exceeding a basic
fee of L20,000 per Director per annum, together with allowances of up to L600
per Director for each meeting of the Directors or any committee thereof attended
in person, L500 per Director for each such meeting attended by telephone and
L250 per calendar quarter for acting as Chairman of any committee of the
Directors, in each case exclusive of value added tax, if any (or such other
amount(s) as may from time to time be fixed by the Company in general meeting).
Repayment of expenses
87 The Company may repay to any Director all such reasonable expenses as he
may incur in attending and returning from meetings of the Directors, or
of any committee of the Directors, or General Meetings, or otherwise in
or about the business of the Company.
Payment for duties outside scope of ordinary duties
88 Any Director who is appointed to any executive office or otherwise
performs services which in the opinion of the Directors are outside the
scope of the ordinary duties of a Director may be paid in addition to
any Directors' fees to which he may be entitled under Article 86 such
remuneration by way of salary, percentage of profits or otherwise as the
Directors may determine.
Register of Directors' holdings of shares or debentures by Directors
89 The Company shall in accordance with the provisions of the Statutes duly
keep at the Office a register showing, as respects each Director, the
number description and amount of any shares in or debentures of the
Company and of other bodies corporate in which he is interested. Such
register shall be open to inspection between the hours of 10 a.m. and 12
noon on weekdays other than national holidays and shall also be produced
at the commencement of each Annual General Meeting and shall remain open
and accessible during the continuance of the meeting to any person
attending the meeting.
POWERS AND DUTIES OF DIRECTORS
Powers
90 The business of the Company shall be managed by the Directors who may
exercise all such powers of the Company as are not required to be
exercised by the Company in General Meeting, subject, to the provisions
of these Articles and of the Statutes, and to such regulations as may be
prescribed by the Company in General Meeting; but no regulation made by
the Company in General Meeting shall invalidate any prior act of the
Directors which would have been valid if such regulation had not been
made. 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.
Pensions, etc.
91 Without prejudice to the generality of the last preceding Article, the
Directors may give or award pensions, annuities, gratuities and
superannuation or other allowances or benefits to any persons who are or
have at any time been employed by or in the service of the Company
(including Directors who have held any executive office under the
Company) and to the husbands, wives, widows, widowers, children and
other relatives and dependents of any such persons, and may set up,
establish, join with other companies (being Subsidiaries or companies
with which it is associated in business), support and maintain pension,
superannuation or other funds or schemes (whether contributory or
non-contributory) for the benefit of such persons or any of them or any
class of them. Any Director shall be entitled to receive and retain for
his own benefit any such pension, annuity, gratuity, allowance or other
benefit. Any such pension, funds or schemes may, as the Directors
consider desirable, be granted to an employee either before and in
anticipation of or upon or at any time after his actual retirement.
Subsidiaries
92 The Directors may arrange that any branch of the business carried on by
the Company or any other business in which the Company may be interested
shall be carried on as or through one or more Subsidiaries and they may,
on behalf of the Company, make such arrangements as they think advisable
for taking the profits or bearing the losses of any branch or business
so carried on or for financing, assisting or subsidising any such
Subsidiary or guaranteeing its contracts, obligations or liabilities,
and they may appoint, remove and re-appoint any persons (whether members
of their own body or not) to act as Directors, Managing Directors or
Managers of any such Subsidiary or any other company in which the
Company may be interested and may determine the remuneration (whether by
way of salary, commission on profits or otherwise) of any persons so
appointed, and any Directors of the Company may retain any remuneration
so payable to them.
Attorneys
93 The Directors may from time to time and at any time by power of attorney
executed under the Seal or otherwise by the Company as its Deed appoint any
company, 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
decide and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.
Seal for use abroad
94 The Company may exercise the powers conferred by Section 39 of the Act
with regard to having an official seal for use abroad, and such powers
shall be vested in the Directors.
Overseas Branch Register
95 The Company may exercise the powers conferred upon the Company by
Section 362 of the Act with regard to the keeping of an Overseas Branch
Register, and the Directors may (subject to the provisions of that
Section) make and vary such regulations as they may think fit respecting
the keeping of any such register.
Authorisation of signatures and acceptances
96 All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable 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.
BORROWING POWERS AND DEBENTURES
97.1 The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge all or any part of its undertaking, property
and uncalled capital and to issue debentures and other securities
whether outright or as principal or collateral security for any debt,
liability or obligation of the Company or of any third party. 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 Subsidiaries (if any) so as to procure (as regards
Subsidiaries so far as by such exercise they can procure) that the
aggregate principal amount for the time being remaining undischarged of
all moneys borrowed by the Company and its Subsidiaries (exclusive of
intra-group borrowings) shall not at any time without the previous
sanction of an Ordinary Resolution of the Company exceed four times the
aggregate of:-
97.1.1 the amount paid up or credited as paid up on the share capital of the
Company; and
97.1.2 the amount standing to the credit of the consolidated capital and
revenue reserves of the Company and its subsidiary companies (including
any share premium account and capital redemption reserve but excluding
any reserves for taxation and after deducting any amount standing to the
debit for the time being on profit and loss account).
all as shown by the latest audited consolidated balance sheet of the
Company and its subsidiary companies but after:-
(i) making such adjustments as may be appropriate in respect of any
variation of paid-up capital effected or any distribution made or
any shares transferred (other than a transfer between the Company
and/or any of its Subsidiaries) since the date of such balance
sheet and so that for this purpose capital allotted shall be
treated as issued and any capital already called up or payable at
any fixed future date should be treated as being paid up; and
(ii) adding the cost of goodwill which arose on consolidation of
businesses or assets acquired by the Company or any Subsidiary and
which are held by the Company or any Subsidiary as at the date of
such consolidated balance sheet, less amortisation as if such
goodwill had been carried on the balance sheet as an asset and
amortised over 40 years on a straight line basis, such amount to be
certified by the Company's Auditors.
For this purpose the expression "moneys borrowed" shall be deemed
to include all amounts outstanding by way of loan capital
notwithstanding that the same may have been or may be issued in
whole or in part for a consideration other than cash.
97.2 No such sanction shall be required to the borrowing of any sum of money
intended to be applied in the repayment (with or without premium) of any
moneys then already borrowed and outstanding and so applied within 60
days of the borrowing thereof notwithstanding that the same may result
in such limit being exceeded. Notwithstanding the provisions of this
Article, no person dealing with the Company shall be concerned to see or
enquire whether this limit is observed, and no debt incurred or security
given in excess of such limit shall be invalid or ineffectual unless the
lender or the recipient of the security had at the time when the debt
was incurred or security given express notice that the limit hereby
imposed had been or would thereby be exceeded.
97.3 A certificate by the Auditors for the time being of the Company as to
the aggregate amount of moneys borrowed which may at any one time in
accordance with Article 97.1 above be owing by the Company and its
Subsidiaries without such sanction as is provided for in that paragraph.
or as to the actual amount of moneys borrowed at any time shall be
conclusive and shall be binding upon the Company, its members and all
persons dealing with the Company.
Bonds, debentures, etc., to be subject to control of Directors
98 Subject to the provisions of the Statutes, any debentures or other
securities issued or to be issued by the Company shall be under the
control of the Directors, who may issue them upon such terms and
conditions and in such manner and for such consideration as they shall
consider to be for the benefit of the Company.
DIRECTORS' INTERESTS
Power to hold other office
99 Subject to the provisions of these Articles and the Statutes:-
99.1 a Director may hold subject to Section 319 of the Act any office or
place of profit under the Company in conjunction with the office of
Director for such period, and on such terms as to remuneration and
otherwise, as the Directors may determine, and a Director or any firm in
which he is interested may act in a professional capacity for the
Company and he or such firm shall be entitled to remuneration for
professional services as if he were not a Director: Provided that no
Director or any such firm may act as Auditor to the Company;
99.2 a Director may enter into or be interested in contracts or arrangements
with the Company (whether with regard to any such office or place of
profit or any such acting in a professional capacity or as vendor,
purchaser or otherwise howsoever) and may have or be interested in
dealings of any nature whatsoever with the Company and shall not be
disqualified from office thereby. No such contract, arrangement or
dealing shall (subject to the provisions of the Statutes) be liable to
be avoided, nor (subject as aforesaid) shall any Director so
contracting, dealing or being so interested be liable to account to the
Company for any profit arising out of any such contract, arrangement or
dealing to which he is a party or in which he is interested by reason of
his being a Director of the Company, or the fiduciary relationship
thereby established.
Declaration of interest
100.1 A Director who to his knowledge is in any way, whether directly or
indirectly, interested in any contract or arrangement or proposed
contract or arrangement shall declare the nature of his interest at a
meeting of the Directors in accordance with the provisions of this
Article.
When declaration to be made
100.2 In the case of a proposed contract such declaration shall be made at the
meeting of Directors at which the question of entering into the contract
is first taken into consideration, or, if the Director concerned was not
(or did not know that he was) at the date of that meeting interested in
the proposed contract, at the next meeting of the Directors held after
he became so interested, or knew he had become so interested. Where the
Director concerned becomes interested (or knows he is interested) in a
contract after it is made, such declaration shall be made at the first
meeting of Directors held after the Director becomes so interested, or
knows that he is so interested.
General notice
100.3 A general notice given to the Directors by a Director (if it is given at
a meeting of Directors, or such Director takes reasonable steps to
secure that it is brought up and read at the next meeting of Directors
after it is given) to the effect that he is a member of a specified
company or firm and is to be regarded as interested in any contract
which may, after the date of the notice, be made with that company or
firm, shall for the purpose of this Article be deemed to be a sufficient
declaration of interest in relation to any contract so made. For the
purposes hereof a transaction or arrangement of the kind described in
Section 330 of the Act made for a Director or a person connected with
such Director (within the meaning of Section 346 of the Act) shall if it
would not otherwise be so treated (and whether or not prohibited by that
Section) be treated as a transaction or arrangement in which that
Director is interested.
Interests of Directors in other companies
101 A Director may be or continue or may become a director or other officer
or servant of, or otherwise interested in, any other company promoted by
the Company or in which the Company may be in any way interested and
shall not (in the absence of agreement to the contrary) be liable to
account to the Company for any emoluments or other benefits received or
receivable by him as director, or officer or servant of, or from his
interest in, such other company.
Exercise of voting rights conferred by shares of other companies
102 Subject to Article 115, the Directors may exercise or procure the
exercise of the voting rights attached to shares in any other company in
which the Company is or becomes in any way interested, and may exercise
any voting rights to which they are entitled as directors of any such
other company in such manner as they shall in their absolute discretion
think fit, save that no Director shall be entitled to vote (or be
counted in a quorum) in respect of any resolution appointing himself as
a director, officer or servant of such other company.
DISQUALIFICATION OF DIRECTORS
Disqualification
103 The office of a Director shall be vacated if the Director:-
103.1 becomes bankrupt or insolvent or compounds with his creditors generally
or shall apply to the Court for an interim order under Section 253 of
the Insolvency Act 1986 in connection with voluntary arrangements under
that Act;
103.2 he is, or may be, suffering from mental disorder and either:-
103.2.1 he is admitted to hospital in pursuance of an application for admission
for treatment under the Mental Health Act 1983 or, in Scotland, an
application for admission under the Mental Health (Scotland) Act 1984;
or
103.2.2 an order is made by a court having jurisdiction (whether in the United
Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his property or affairs;
103.3 becomes prohibited from being a director of a company by reason of any
order made under the Statutes;
103.4 is convicted of an indictable offence (not being an offence which, in
the opinion of the Directors, does not affect his character or position
as a Director of the Company);
103.5 is absent from meetings of the Directors for a period of six months
without leave expressed by a resolution of the Directors and the
Directors resolve that his office be vacated;
103.6 (not being an executive Director whose contract of employment precludes
resignation) he resigns his office by notice in writing left at the
Office;
103.7 is removed from office under Section 303 of the Act or as provided in
Article 108;
103.8 is requested in writing by all of the other Directors to resign his
office.
But any act done in good faith by a Director whose office is so vacated
shall be valid unless, prior to the doing of such act, written notice
shall have been served upon the Company or an entry shall have been made
in the Directors' minute book stating that such Director has ceased to
be a Director of the Company.
ELECTION AND APPOINTMENT OF DIRECTORS
Directors to retire by rotation
104 At the Annual General Meeting in every year, one third of the Directors
for the time being, or if their number is not three or a multiple of
three then the number nearest to one-third, shall retire from office,
the Directors to retire in each year being those who have been longest
in office since their last election, but as between persons who became
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 re-election. Any Director not re-elected at the Annual
General Meeting shall retain office until the Meeting appoints another
person in his place, or if it does not appoint a replacement, until the
end of the Meeting.
Filling vacancies
105 At the Annual General Meeting, the Company may elect a person to any and
each retiring Director's office and appoint persons to any other offices
which may then be vacant. The Company may also at any Extraordinary
General Meeting on notice duly given, fill any vacancies in the office
of Director, or appoint additional Directors, provided that the maximum
number fixed as hereinbefore mentioned shall not be exceeded.
Notice of intention to propose a Director
106 No person other than a Director retiring at the meeting or who is
recommended by the Directors for election shall be eligible for election
to the office of Director at any General Meeting unless, not less than
seven nor more than twenty-one days before the day 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 election, and also notice in
writing signed by that person of his willingness to be elected.
Power to fill casual vacancy
107 The Directors shall have power at any time and from time to time to
appoint any other person to be a Director of the Company, either to fill
a casual vacancy or as an addition to the Board of Directors, but so
that the total number of Directors shall not at any time exceed the
maximum. Any Director so appointed shall hold office only until the next
following Annual General Meeting, when he shall retire, but shall be
eligible for re-election. Any Director who retires under this Article
shall not be taken into account in determining the number of Directors
who are to retire by rotation at such meeting.
Removal of a Director by the Company in General Meeting
108 The Company may in accordance with and subject to the provisions of the
Statutes by Ordinary Resolution of which special notice has been given
in accordance with Section 379 of the Act, remove any Director
(including a managing or other executive Director) before the expiration
of his period of office (notwithstanding anything in these Articles or
in any agreement between the Company and such Director but without
prejudice to any claim for damages in respect of the breach of any such
agreement), and may by Ordinary Resolution appoint another person in his
stead.
109 Any Director so appointed shall hold office only until the next
following Annual General Meeting, when he shall retire, but shall be
eligible for re-election.
ALTERNATE DIRECTORS
Directors may appoint an alternate Director
110 Any Director may at any time appoint a person approved by the Directors
to be an alternate Director of the Company and may at any time remove any
alternate Director appointed by him from office. An alternate Director so
appointed shall not be entitled to receive any remuneration from the Company nor
be required to hold any qualification, nor be counted in reckoning the minimum
number of Directors allowed or required by these Articles, but shall otherwise
be subject to the provisions of these Articles with regard to Directors. An
alternate Director shall (subject to his giving to the Company an address within
the United Kingdom at which notices may be served upon him) be entitled to
receive notices of all meetings of the Directors and to attend and vote as a
Director at any such meetings at which the Director appointing him is not
personally present, and generally to perform all the functions of such appointor
as a Director. An alternate Director shall ipso facto cease to be an alternate
Director if his appointor ceases for any reason to be a Director, provided that
if any Director retires pursuant to Article 105 but is re-elected by the meeting
at which such retirement took effect, any appointment made by him pursuant to
this Article which was in force immediately prior to his retirement shall
continue to operate after his re-election as if he had not so retired. 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. All appointments and removals of alternate Directors shall be
effected by writing under the hand of the Director making or revoking such
appointment left at the Office.
Responsibility of alternate Director
111 Every alternate Director shall be an officer of the Company, and shall
alone be responsible to the Company for his own acts and defaults, and
he shall not be deemed to be the agent of or for the Director appointing
him.
LOCAL AND OTHER DIRECTORS
Power to appoint local Directors
112 The Directors may from time to time pursuant to this Article appoint
any other persons to any post with such descriptive title including that of
Director (whether as local, associate, executive, group, divisional,
departmental, deputy, assistant, advisory director or otherwise) as the
Directors may determine and may define, limit, vary and restrict the powers,
authorities and discretions of persons so appointed and may fix and determine
their remuneration and duties, and subject to any contract between him and the
Company may remove from such post any person so appointed. A person so appointed
shall not be a Director of the Company for any of the purposes of these Articles
or of the Act.
PROCEEDINGS OF DIRECTORS
Meetings and quorum
113.1 The Directors may meet together for the despatch of business, adjourn
and otherwise regulate their meetings as they think fit, and determine
the quorum necessary for the transaction of business. Until otherwise
determined, two Directors shall constitute a quorum.
113.2 Any Director may participate in a meeting of the Directors by means of
conference telephone or similar communications equipment whereby all the
Directors participating in the meeting can hear each other and the
Directors participating in this manner shall be deemed to be present in
person at such meeting and shall accordingly be counted in the quorum
and entitled to vote. Subject to the Statutes, all business transacted
in such manner by the board of Directors or a committee of the board of
Directors shall for the purposes of these Articles, be deemed to be
validly and effectively transacted at a meeting of the board of
Directors or a committee of the Board notwithstanding that fewer than
two Directors or alternate Directors are physically present at the same
place. 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 then is.
Voting
114 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 meeting of the Directors at which a quorum is present
shall be competent to exercise all powers and discretions for the time
being exercisable by the Directors.
Restrictions on voting
115.1 Save as provided in the following paragraphs of this Article, a Director
shall not vote in respect of any contract or arrangement or any other
proposal whatsoever in which he (together with any person connected with
him within the meaning of Section 346 of the Act) has any material
interest otherwise than by virtue of his interests in shares or
debentures or other securities of, or otherwise in or through, the
Company. A Director shall not be counted in the quorum at a meeting in
relation to any resolution on which he is debarred from voting.
115.2 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:-
115.2.1 the giving of any security, guarantee or indemnity in respect of money
lent or obligations incurred by him or any other person at the request
of or for the benefit of the Company or any of its Subsidiaries;
115.2.2 any proposal concerning an offer of shares or debentures or other
securities of or by the Company or any of its Subsidiaries for
subscription or purchase in which offer he (or any person so connected
with him) is entitled to participate as a holder of securities or is or
is to be interested as a participant in the underwriting or
sub-underwriting;
115.2.3 any proposal concerning any other company in which he is interested,
directly or indirectly and whether as an officer or shareholder or
otherwise howsoever, provided that he is not the holder of or
beneficially interested in 1 per cent. or more of any class of the
equity share capital of such company (or of any third company through
which his interest is derived) or of the voting rights available to
members of the relevant company (any such interest being deemed for the
purpose of this Article to be a material interest in all circumstances);
115.2.4 any proposal concerning the adoption, modification or operation of any
arrangement for the benefit of employees of the Company or any of its
Subsidiaries (including a superannuation fund or retirement benefits
scheme under which he may benefit or an employees' share scheme under
which he may benefit) and which does not confer on any Director any
privilege or advantage not generally accorded to the employees to whom
such arrangement relates;
115.2.5 any proposal concerning the purchase or maintenance of any insurance
policy under which he may benefit.
115.3 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 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 the proviso to Article 115.2.3) shall be entitled to vote (and be
counted in the quorum) in respect of each resolution except that
concerning his own appointment.
115.4 If any question shall arise at any meeting as to the materiality of a
Director's interest or as to the entitlement of any Director to vote and
such question is not resolved by his voluntarily agreeing to abstain
from voting, such question shall be referred to the Chairman of the
meeting and his ruling in relation to any other Director shall be final
and conclusive except in a case where the nature or extent of the
interests of the Director concerned have not been fairly disclosed.
Summoning Meetings
116 A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the Directors. Notice of a
meeting of Directors need not be given to a Director who is not in the
United Kingdom. Notice of a Board Meeting 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 notice of Board Meetings 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.
Directors may act notwithstanding vacancy
117 The continuing Directors may act notwithstanding any vacancy in their
body, but if and so long as the number of Directors is reduced below the
number fixed by or pursuant to these Articles as the necessary quorum of
Directors, the continuing Directors 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.
Chairman
118 The Directors may elect a Chairman and a Deputy Chairman of their
meetings, and determine the period for which each is to hold office; but
if no such Chairman be elected, or if at any meeting the Chairman is not
present within five minutes after the time appointed for holding the
same, the Directors present shall choose one of their number to be
Chairman of such meeting.
Memorandum signed by all the Directors
119 A memorandum in writing signed by all the Directors for the time being
entitled to receive notice of a meeting of Directors and annexed or
attached to the Directors' minute book shall be as effective for all
purposes as a resolution of the Directors passed at a meeting duly
convened, held and constituted. Any such memorandum may consist of
several documents in like form, each signed by one or more of such
Directors. Such a resolution need not be signed by an alternate Director
if it is signed by the Director who appointed him, and need not be
signed by the appointing Director if signed by his alternate.
Delegation to committees
120 The Directors may delegate any of their powers to committees, consisting
of such one or more of their body as they think fit. Such committees may
also include members who are not Directors provided that the presence of
at least one Director shall be required for a quorum at any meeting of
any such committee and no resolution of any such committee shall be
effective unless approved by a majority of the Directors present. Any
committee so formed shall, in the exercise of the powers so delegated
and in its conduct of its meetings, conform to any regulations that may
be imposed on it by the Directors. The resolutions herein contained for
the meetings and proceedings of Directors shall, so far as not altered
by any regulations made by the Directors, apply also to the meetings and
proceedings of any committee.
Acts valid although defective appointment
121 All acts done by any meeting of the Directors or of a committee of
Directors, or by any persons acting as Directors, shall notwithstanding
that it is afterwards discovered that there was some defect in the
appointment of any such Directors or persons acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a Director.
EXECUTIVE DIRECTORS
Power to appoint Executive Directors
122 The Directors may from time to time appoint one or more of their number
to an executive office including the offices of Chairman, Vice-Chairman,
Managing Director, Joint Managing Director, Assistant Managing Director
or manager or any other salaried office for such period and on such
terms as they think fit. Without prejudice to any claim a Director may
have for damages for breach of any contract of service between him and
the Company the appointment of any Director hereunder shall be subject
to determination ipso facto if he ceases from any cause to be a
Director, or (subject to the terms of any contract between him and the
Company) if the Directors resolve that his term of office as an
executive Director be determined.
Remuneration of Executive Directors
123 A Director holding office pursuant to Article 122 shall receive such
remuneration (whether by way of salary, commission or participation in
profits, or partly in one way and partly in another) as the Directors
may determine and such remuneration shall, unless otherwise agreed, be
additional to such remuneration (if any) as is from time to time payable
to him as a Director and such Director shall be a Director for the
purposes of and subject to the provisions of Section 319 of the Act.
Powers may be delegated
124 The Directors may entrust to and confer upon a Director holding such
executive office as aforesaid any of the powers exercisable by them as
Directors upon such terms and conditions and with such restrictions as
they think fit, and either collaterally with or to the exclusion of
their own powers, and may from time to time revoke, withdraw, alter or
vary all or any of such powers.
PRESIDENT
125 The Directors may, from time to time, appoint any person who, in their
opinion, has rendered outstanding services to the Company to be
President of the Company. The President shall not, by virtue of his
office, be deemed to be a Director but nevertheless, by invitation of
the Directors, he may attend meetings of the Directors for the purpose
of giving advice and the Directors may remunerate the President in
respect of advice and assistance from time to time.
SECRETARY
Secretary
126 The Directors shall appoint, and may remove at their discretion, a
Secretary, and shall fix his remuneration and terms and conditions of
employment. Anything required or authorised to be done by or to the Secretary by
the Statutes or these Articles may, if the office is vacant or there is for any
other reason no Secretary capable of acting or willing or available to act, be
done by or to any assistant or deputy Secretary, or, if there is none, by or to
any officer of the Company authorised in that behalf by the Directors.
Disqualification
127 No person shall be Secretary who is either:-
127.1 the sole Director of the Company; or
127.2 a corporation the sole director of which is the sole Director of the
Company; or
127.3 the sole director of a corporation which is the sole Director of the
Company.
Restriction on powers of Director who holds office as Secretary
128 A provision of the Statutes or these Articles requiring or authorising a
thing to be done by or to a Director and the Secretary shall not be
satisfied by its being done by or to the same person acting both as
Director and as, or in place of, the Secretary.
AUTHENTICATION OF DOCUMENTS
129.1 Any Director or the Secretary or any person appointed by the Directors
for the purpose shall have power to authenticate any documents affecting
the constitution of the Company and any resolutions passed by the
Company or the Directors and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof
or extracts therefrom as true copies or extracts; and where any books,
records, documents or accounts are elsewhere than at the Office, the
manager or other officer of the Company having the custody thereof shall
be deemed to be a person appointed by the Directors as aforesaid.
129.2 A document purporting to be a copy of a resolution of the Directors or
an extract from the minutes of a meeting of the Directors which is
certified as such shall be conclusive evidence in favour of all persons
dealing with the Company that such resolution has been duly passed or,
as the case may be, that such extract is a true and accurate record of a
duly constituted meeting of the Directors.
MINUTES
Minutes to be made
130 The Directors shall cause minutes to be made in books provided for the
purpose:-
130.1 of all appointments of officers made by the Directors;
130.2 of the names of the Directors present at each meeting of the Directors
and of any committee of the Directors; and
130.3 of all resolutions and proceedings at all meetings of the Company and
the holders of any class of shares in the Company and of Directors and
of committees of Directors.
THE SEAL
Seal and sealing
131.1 The Directors shall provide for the safe custody of the Seal. The
Seal shall not be affixed to any instrument except by the express authority of a
resolution of the Directors or of a committee of the Directors and in the
presence of at least one Director, and of the Secretary or of such other person
as the Directors or such committee of the Directors may appoint for the purpose,
and that Director and Secretary or other person as aforesaid, shall sign every
instrument to which the Seal is so affixed in their presence: Provided that the
Directors may determine that any certificates for stock and shares of the
Company and (subject to the terms or conditions of issue thereof) debenture
stock or other forms of security may at the discretion of the Directors be
issued with such signatures or any of them affixed thereto by some mechanical
means or without any such signature or countersignature if the system of
controlling the affixing of the Seal thereto and (where appropriate) the
mechanical signature or signatures thereon is approved by the Auditors, Transfer
Agents or Bankers of the Company.
131.2 Any instrument expressed to be executed by the Company and signed by two
Directors or one Director and the Secretary by the authority of the
Directors or of a committee authorised by the Directors shall (to the
extent permitted by the Statutes) have effect as if executed under the
Seal.
DIVIDENDS
Dividends how payable
132 Subject to the rights of the holders of any shares entitled to any
priority, preference or special privileges and the terms of issue of any
shares, all dividends shall be declared and paid to the members in
proportion to the amounts paid up or credited as paid up on the shares
held by them respectively. No amount paid on a share in advance of calls
shall be treated for the purposes of this Article as paid on the share.
All dividends shall, subject as aforesaid, be apportioned and paid
proportionately to the amounts paid up or credited as 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 from a particular date or pari passu as
regards dividends with a share already issued it shall rank accordingly.
Directors to recommend Company to declare dividend
133 The Directors shall lay before the Company in General Meeting a
recommendation as to the amount (if any) which they consider should be
paid by war of dividend, and the Company shall declare the dividend to
be paid, but such dividend shall not exceed the amount recommended by
the Directors.
Dividends only out of profits
134 No dividend or interim dividend shall be paid otherwise than out of
profits available for distribution in accordance with the provisions of
the Statues.
Interim dividends
135 The Directors may from time to time pay to the members, or any class of
members, such interim dividends as appear to the Directors to be
justified by the profits of the Company. If at any time the capital of
the Company is divided into different classes of shares the Directors
may pay such interim dividends in respect of those shares in the capital
of the Company which confer on the holders thereof deferred or
non-preferred rights as well as in respect of those shares which confer
on the holders thereof preferential or special rights with regard to
dividends and provided that the Directors act bona fide they shall not
incur any responsibility to the holders of any shares for any damage
that they may suffer by reason of the payment of an interim dividend on
any shares. The Directors may also pay half yearly or at other suitable
intervals to be settled by them any dividend which may be payable at a
fixed rate if they are of opinion that the profits justify the payment.
Lien
136.1 The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien and may apply the
same in or towards satisfaction of the debts, liabilities or engagements
in respect of which the lien exists.
136.2 The Directors may retain the dividends payable upon shares in respect of
which any person is under the provisions as to the transmission of
shares contained in these Articles entitled to become a member, or which
any person is under those provisions entitled to transfer, until such
person shall become a member in respect of such shares or shall transfer
the same.
Method of Payment of Dividends
137.1 Any dividend or other moneys payable in respect of a share may be paid
by cheque or warrant or similar financial instrument sent by ordinary
post to the registered address of the person entitled or, if two or more
persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered
address of that one of those persons who is first named in the Register
or to such person and to such address as the person or persons entitled
may in writing direct. Every cheque or warrant or similar financial
instrument shall be made payable to, or to the order of, the person or
persons entitled or to such other person as the person or persons
entitled may in writing direct.
137.2 Any such dividend or other money may also be paid by any other method
(including by direct debit or bank transfer to the bank account of the
person otherwise entitled to receive payment by cheque or warrant or
similar financial instrument pursuant to this Article 137 or by other
form of electronic media (including in respect of uncertificated shares
by means of a relevant system)) which the Directors consider
appropriate. Payment by such electronic media shall be made to the bank
account details of which have been provided to the Company in writing by
the person entitled to receive the same, save in respect of payments
through a relevant system which shall be made in such manner as is
consistent with the facilities and requirements of the relevant system
concerned, including by the sending of an instruction to the operator of
the relevant system concerned to credit the cash memorandum account of
the person entitled to receive payment. Any joint holder or other person
jointly entitled to a share as aforesaid may give receipts for any
dividend or other money payable in respect of the share.
137.3 The Company may cease to send any cheque or warrant or similar financial
instrument (or to use any other method of payment) for any dividend
payable in respect of a share if, in respect of at least two consecutive
dividends payable on that share, the cheque or warrant or similar
financial instrument has been returned undelivered or remains uncashed
(or that other method of payment has failed) but, subject to the
provisions of these Articles, shall recommence sending cheques or
warrants or similar financial instruments (or using another method of
payment) for dividends payable on that share if the person or persons
entitled so request.
137.4 Payment by such cheque or warrant or similar financial instrument or the
collection of funds from, or transfer of funds by, any bank or other
person so authorised on behalf of the Company in accordance with such
direct debit or bank transfer or by means of such other form of
electronic media (including the making of a payment in accordance with
the facilities and requirements of the relevant system concerned) shall
be an absolute discharge to the Company.
Dividends not to bear interest
138 No dividend or other moneys payable on or in respect of a share shall
bear interest as against the Company.
Distribution of assets in kind
139 The Directors may, with the sanction of the Company in General Meeting,
distribute in kind among the members by way of dividend any of the
assets of the Company, and in particular any shares or securities of
other companies to which the Company is entitled: Provided always that
no distribution shall be made which would amount to a reduction of
capital except in the manner required by law.
Purchase of assets from a past date
140 Subject to the provisions of the Statutes, where any asset, business or
property is bought by the Company as from a past date at a price fixed
wholly by reference to the value of such asset, business or property at
the past date and without any addition or reduction in respect of
subsequent transactions upon the terms that the Company shall as from
that date take the profits and bear the losses thereof, the actual
profit or loss as the case may be so accruing to the Company may, at the
discretion of the Directors be credited or debited wholly or in part to
revenue account and in that case the amount so credited or debited
shall, for the purpose of ascertaining the fund available for dividend,
be treated as a profit or loss arising from the business of the Company
and available for dividend accordingly.
Unclaimed dividends
141 Payment by the Directors of any unclaimed dividend or other moneys
payable on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect thereof and any dividend
unclaimed after a period of twelve years from the date such dividend
became due for payment shall be forfeited and shall revert to the
Company.
RESERVE FUND
Reserve Fund
142 Before recommending a dividend the Directors may set aside any part of
the net profits of the Company to a reserve fund, and may apply the same
either by employing it in the business of the Company or by investing it
in such manner as they think fit, and the income arising from such
reserve fund shall be treated as part of the gross profits of the
Company. Such reserve fund may, subject to the Statutes, be applied for
the purpose of maintaining the property of the Company, replacing
wasting assets, meeting contingencies, forming an insurance fund,
equalising dividends, paying special dividends or bonuses, or for any
other purpose for which the profits of the Company may lawfully be used,
and until the same shall be so applied it shall be deemed to remain
undivided profit. The Directors may also carry forward to the accounts
of the succeeding year or years any profit or balance of profits which
they shall not think fit to divide or to place to reserve.
CAPITALISATION OF RESERVES
Capitalisation of Reserves
143 Subject to the provisions of the Statutes, the Company in General
Meeting may upon the recommendation of the Directors resolve that it is
desirable to capitalise any part of the amount for the time being
standing to the credit of any of the Company's reserve funds or reserve
accounts (including any undistributable reserves) or to the credit of
the profit and loss account (not being required for the payment of or
provision for any fixed preferential dividend), and accordingly that
such sum be applied on behalf of the members who would have been
entitled thereto if distributed by way of dividend and in the same
proportion either in or towards paying up any amounts for the time being
unpaid on any shares held by such members respectively or paying up in
full unissued shares or debentures of the Company to be allotted and
issued credited as fully paid up to and among such members in the
proportion aforesaid or partly in the one way and partly in the other,
and the Directors shall give effect to such resolution: Provided that a
share premium account and a capital redemption reserve may, for the
purposes of this Article, only be applied in the paying up of unissued
shares to be allotted to members as fully paid shares.
Appropriations by Directors
144 Whenever such a resolution shall have been passed the Directors shall
make all appropriations and applications of the amount resolved to be
capitalised, and all allotments and issues of fully paid shares or
debentures, if any, and generally shall do all acts and things required
to give effect thereto with full power to the Directors to make such
provision by the issue of fractional certificates or by payment in cash
or otherwise as they see fit for the case of shares or debentures which
would otherwise be issued in fractions, and also to authorise any person
to enter on behalf of all the members entitled thereto into an agreement
with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares or debentures to which
they may be entitled upon such capitalisation, or (as the case may
require) for the payment up by the Company on their behalf by the
application thereto of their respective proportions of the amount
resolved to be capitalised, of the amounts or any part of the amounts
remaining unpaid on their existing shares, and any agreement made under
such authority shall be effective and binding on all such members.
Scrip Dividends
145 Subject to approval by the Company in General Meeting and subject as
hereinafter provided, the Directors may at their discretion resolve (at
the same time as they resolve to recommend or to pay any dividend on any
shares in the capital of the Company) that the members will have the
option to elect to receive in lieu of such dividend (or part thereof) an
allotment of additional Ordinary Shares credited as fully paid provided
that:-
145.1 an adequate number of unissued Ordinary Shares is available for this
purpose.
145.2 the approval by the Company in General Meeting may only be given in
respect of a specified dividend or of any dividends declared or to be
declared or paid in respect of a specified financial year;
145.3 the number of Ordinary Shares to be allotted in lieu of any amount of
dividend as aforesaid shall be determined by the Directors so that the
value of such shares shall equal (as nearly as possible without
exceeding) such amount and for this purpose the value of an Ordinary
Share shall be deemed to be the average of the middle market quotations
of such shares as shown in the Official List of the London Stock
Exchange (adjusted as below) on the ex-dividend date and on the next
four business days and each such middle market quotation as is not
"ex-dividend" shall be adjusted by deducting therefrom the cash amount
of such dividend per share;
145.4 the Directors, after determining the maximum number of Ordinary Shares
to be allotted as aforesaid shall give notice in writing to the members
of the option to elect accorded to them and shall send with such notice
forms of election which specify the procedure to be followed and the
place at which and the latest date and time by which duly completed
forms of election must be lodged in order to be effective;
145.5 following the receipt of a notice or notices of election pursuant to
Article 145.4, the Directors shall allot to the holders of those shares
in respect of which the share election has been or is duly exercised in
lieu of the dividend (or that part of the dividend in respect of which
the right of election has been accorded) such number of additional
Ordinary Shares determined as aforesaid and for such purpose the
Directors shall appropriate and capitalise out of any reserve or fund
(including any share premium account or capital redemption reserve or
profit and loss account) as they shall determine an amount equal to the
aggregate nominal amount of the additional Ordinary Shares so to be
allotted and apply the same in paying up in full the appropriate number
of unissued Ordinary Shares for allotment and distribution to and
amongst those members who have given notices of election as aforesaid,
such additional Ordinary Shares to rank pari passu in all respects with
the fully paid Ordinary Shares then in issue save only as regards
participation in the relevant dividend;
145.6 the Directors may do all acts and things considered necessary or
expedient to give effect to any such capitalisation, with full power to
the Directors to make such provisions as they think fit for the case of
shares becoming distributable in fractions (including provisions
whereby, in whole or in part, fractional entitlements are disregarded or
the benefit of fractional entitlements accrues to the Company rather
than to the members concerned). The Directors may authorise any person
to enter, on behalf of all the members interested, into an agreement
with the Company providing for such capitalisation and matters
incidental thereto and any agreement made under such authority shall be
effective and binding on all concerned;
145.7 the Directors may on any occasion determine that rights of election
shall not be made available to any members with registered addresses in
any territory where in the absence of a registration statement or other
special formalities the circulation of an offer of rights of election
would or might be unlawful and in such event the provisions aforesaid
shall be construed subject to such determination;
145.8 unless the board otherwise determines, or unless the Regulations and/or
the rules of the relevant system concerned otherwise require, the new
Ordinary Share or Shares which a member has elected to receive instead
of cash in respect of the whole (or some part) of the specified dividend
declared in respect of his elected Ordinary Shares shall be in
uncertificated form (in respect of the member's elected Ordinary Shares
which were in uncertificated form on the date of the member's election)
and in certificated form (in respect of the member's elected Ordinary
Shares which were in certificated form on the date of the member's
election);
145.9 the board may also from time to time establish or vary a procedure for
election mandates, which, for the avoidance of doubt, may include an
election by means of CREST, under which a holder of Ordinary Shares may
elect in respect of future rights of election offered to that holder
under this Article until the election mandate is revoked in accordance
with the procedure.
ACCOUNTS
Accounts to be kept
146 The Directors shall cause proper books of account (being such books of
account as are necessary to give a true and fair view of the state of
the Company's affairs and to explain its transactions and otherwise
complying with the Statutes) to be kept with respect to:
146.1 all sums of money received and expended by the Company, and the matters
in respect of which such receipts and expenditure take place;
146.2 all sales and purchases of goods by the Company; and
146.3 the assets and liabilities of the Company.
Limitation of right to inspect
147 The books of account shall be kept at the Office, or (subject to the
provisions of Section 222 of the Act) at such other place or places as
the Directors may determine, and shall always be open to the inspection
of the Directors. The Directors may from time to time determine whether
and to what extent and at what times and places, and on what conditions,
the books and accounts of the Company, or any of them, shall be open to
the inspection of the members (not being Directors), and the members
shall have only such rights of inspection as are given to them by the
Statutes or ordered by a Court of competent jurisdiction or by such
resolution as aforesaid.
Production of accounts
148 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 such profit and loss accounts, balance sheets, group
accounts (if any) and reports as are referred to in the Statutes.
Copies
149 A copy of every balance sheet, Directors' report and profit and loss
account, including every document required by law to be annexed thereto,
which is to be laid before the Company in General Meeting, together with
a copy of the Auditors' report, shall, not less than twenty-one clear
days before the date of the meeting, be sent to every member (whether he
is or is not entitled to receive notices of General Meetings of the
Company), every holder of debentures of the Company (whether he is or is
not so entitled), and all other persons so entitled. Provided always
that if and to the extent permitted by the Statutes the Company need not
despatch copies of these documents to members, but may instead send to
them (or certain of them) summaries of such financial statements or
other documents. In addition this Article shall not require a copy of
such documents to be sent to any person to whom, by virtue of Section
238(2) of the Act, the Company is not required to send the same. There
shall also be sent to each recognised investment exchange on which the
shares of the Company are dealt in or listed the number of copies of the
aforesaid documents required by such exchange.
AUDIT
Auditors to be appointed
150 Auditors shall be appointed and their duties regulated in the manner
provided by the provisions of the Statutes.
All acts to be valid
151 Subject to the provisions of the Statutes, all acts done by any person
acting as an Auditor shall, as regards all persons dealing in good faith
with the Company, be valid, notwithstanding that there was some defect
in his appointment or that he was at the time of his appointment not
qualified for appointment.
Power to attend certain General Meetings
152 The Auditor shall be entitled to attend any General Meeting and to
receive all notices of and other communications relating to any General
Meeting which any member is entitled to receive, and to be heard at any
General Meeting on any part of the business of the meeting which
concerns him as Auditor.
NOTICES
Notice, how served
153 A notice may be served by the Company upon any member either personally
or by sending it through the post in a prepaid letter addressed to such
member at his registered address. Any notice may be given to a member by
reference to the register of members as it stands at any time within ten
days before notice is given, and no change in the register after that
time shall invalidate the notice.
Members out of United Kingdom
154 No member shall be entitled to have a notice served on him at any
address not within the United Kingdom but any member whose registered
address is not within the United Kingdom may by notice in writing
require the Company to register an address within the United Kingdom
which, for the purpose of the service of notices, shall be deemed to be
his registered address. A member who has no registered address within
the United Kingdom and has not given notice as aforesaid shall not be
entitled to receive any notices from the Company.
Time of service of notice
155 Any notice sent by first class post shall be deemed to have been served
on the day after the same shall have been posted and if sent by second
class post on the second day thereafter; and in proving such service it
shall be sufficient to prove that the envelope containing the notice was
properly addressed, stamped and posted.
Notice to be given in case of death or bankruptcy of a member
156 A notice may be given by the Company to the person entitled to a share
in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to him by name, or by the
title of representative 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 person claiming to be so
entitled, or (until such an address has been so supplied) by giving the
notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.
SUSPENDED OR CURTAILED POSTAL SERVICES
157 If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable effectively to
convene a General Meeting by notices sent through the post, a General
Meeting may be convened by notice advertised on the same date in at
least two leading daily newspapers, at least one of which shall be a
national daily newspaper, with appropriate circulation and such notice
shall be deemed to have duly served on all members entitled thereto at
noon on the day when the advertisement appears. In any such case the
Company shall send confirmatory copies of the notice by post if at least
seven days prior to the meeting the posting of notices to addresses
throughout the United Kingdom again becomes practicable.
PROVISION FOR EMPLOYEES
158 The power conferred upon the Company by Section 719 of the Act 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 and shall accordingly
require either:-
158.1 the prior consent in writing of the holders of three fourths of the
issued shares; or
158.2 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 these Articles.
INDEMNITY
159 Subject to the provisions of the Statutes, every President, Director,
Auditor, Secretary or other officer of the Company shall be entitled to
be indemnified by the Company against all costs, charges, losses,
expenses and liabilities incurred by him in the execution and discharge
of his duties or in relation thereto. The Directors may purchase and
maintain insurance for the benefit of any Director or other officer or
auditor to the extent permitted by the Statutes.
WINDING UP
Distribution of assets in winding up
160 If the Company shall be wound up the assets remaining after payment of
the debts and liabilities of the Company and the costs of the
liquidation shall be applied, first, in repaying to the members the
amounts paid up on the shares held by them, respectively, and the
balance (if any) shall be distributed among the members in proportion to
the number of shares held by them respectively: Provided always that the
provisions hereof shall be subject to the rights of the holders of
shares (if any) issued upon special conditions.
Assets may be distributed in specie
161 In a winding up any part of the assets of the Company, including any
shares in or securities of other companies, may, with the sanction of
an Extraordinary Resolution of the Company, be divided among the
members of the Company in specie, or may, with the like sanction, be
vested in trustees for the benefit of such members, and the liquidation
of the Company may be closed and the Company dissolved but so that no
member shall be compelled to accept any shares whereon there is any
liability.