Exhibit E-7
Company No: 2501949
THE COMPANIES ACT 1985
________________________________
PUBLIC COMPANY LIMITED BY SHARES
________________________________
MEMORANDUM
OF
EIDOS PLC
________________________________
Incorporated 14th May 1990
(Incorporating all amendments to 20th September 2001)
1. *The Company's name is "EIDOS PUBLIC LIMITED COMPANY".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. **The Company's objects are:
(A) (i) To carry on the business of creating, commissioning,
developing, publishing, marketing, licensing, selling
and otherwise exploiting entertainment products and
services in all media in any country for all purposes
and generally to act as agents, distributors, managers
and consultants.
(ii) To carry on the business of the development and
exploitation in any way (whether or not as products or
services) of technology and know-how, and skills and
rights capable of use in the creation, publication,
transmission or other delivery or use of entertainment
products or services, in any country for all purposes.
(iii) To carry on the business of the development and
exploitation in any way (whether or not as products or
services and whether or not in relation to the field of
entertainment) of technology and know-how, and skills
and rights associated therewith anywhere and for all
purposes.
(B) (i) To carry on business as a holding company and to acquire
and hold shares, stocks, debentures, debenture stocks,
bonds, mortgages, obligations and securities of any kind
issued or guaranteed by any company, corporation or
undertaking of whatever nature and wherever constituted
or carrying on business, and shares, stocks, debentures,
debenture stocks, bonds, obligations, and other
securities issued or guaranteed by any government,
sovereign ruler, commissioners, trust, local authority
or other public body, whether at home or abroad, and to
vary, transpose, dispose of or otherwise deal with from
time to time as may be considered expedient any of the
Company's investments for the time being.
(ii) To acquire any such shares, stocks and other securities
before mentioned by subscription, syndicate
participation, tender, purchase, exchange or otherwise
and to subscribe for the same, either conditionally or
otherwise, and to guarantee the subscription thereof and
to exercise and enforce all rights and powers conferred
by or incident to the ownership thereof.
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(iii) To pay for any business or other property or any shares,
stocks, securities or rights of any kind acquired by the
Company either in cash or shares, with or without any
preferred or deferred rights, or by any securities which
the Company has power to issue, or partly in one mode
and partly in another and generally on such terms as the
Company may determine.
(iv) To co-ordinate the administration, policies, management,
supervision, control, research, planning, trading and
any and all other activities of and to act as financial
advisers and consultants to any company or companies or
group of companies now or hereafter formed or
incorporated or acquired which may be or may become
related or associated in any way with the Company or
with any company related or associated therewith.
(C) To carry on any other trade or business whatsoever which can in
the opinion of the Directors be advantageously carried on by
the Company in connection with or as auxiliary to the general
business of the Company or any other trade or business
whatsoever which can in the opinion of the Directors be
advantageously carried on by the Company in connection with or
as auxiliary to the general business of the Company.
(D) To acquire, undertake and carry on the whole or any part of the
business, property and liabilities of any person or company
carrying on any business which the Company is authorised to
carry on or possess, or which may seem to the Company capable
of being conveniently carried on or calculated directly or
indirectly to enhance the value of or render profitable any of
the Company's property or rights, or any property suitable for
the purposes of the Company.
(E) To carry on any business or branch of a business which the
Company is authorised to carry on by means, or through the
agency, of any company which is a subsidiary of the Company,
and to enter into any arrangement with any such subsidiary
company for taking the profits and bearing the losses of any
business or branch so carried on, or for financing any such
subsidiary company or guaranteeing its liabilities, or to make
any other arrangement which may seem desirable with reference
to any business or branch so carried on including power at any
time, and either temporarily or permanently, to close any such
branch or business.
(F) To enter into any arrangements with any government or
authorities, supreme, municipal, local or otherwise, that may
seem conducive to the Company's objects or any of them, and to
obtain from any such government or authority any rights,
privileges, and concessions which the Company may think it
desirable to obtain, and to carry out, exercise and comply with
any such arrangements, rights, privileges and concessions.
(G) To enter into partnership or into any arrangement for sharing
profits, union of interests, co-operation, joint venture,
reciprocal concession, or otherwise with any company, or with
any employees of the Company, including in such case if thought
fit the conferring of a participation in the management or its
directorate, or with any company carrying on or engaged in any
business or transaction capable of being conducted so as
directly or indirectly to benefit the Company, and to give to
any company special rights or privileges in connection with or
control over this Company, and in particular the right to
nominate one or more Director(s) of this Company. And to lend
money to, guarantee the contracts of, or otherwise assist any
such company, and to take or otherwise acquire shares or
securities of any such company, and to sell, hold, re-issue,
with or without guarantee, or otherwise deal with the same.
(H) To subsidise, and assist any persons or companies and to act as
agents for the collection, receipt or payment of money and
generally to act as agents for and render services to customers
and others.
(I) Either with or without the Company receiving any consideration
or advantage, direct or indirect, from giving any such
guarantee, to guarantee or otherwise provide security by
personal covenant or by mortgaging or charging all or any part
of the undertaking, property and assets present and future and
uncalled capital or by both such methods or by any other means
whatsoever the performance of the obligations and the payment
of any moneys (including but not limited to capital or
principal, premiums, dividends or interest, commissions,
charges, discount and any costs
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or expenses relating thereto whether on any stocks, shares or
securities or in any other manner whatsoever) by any company,
firm or person including but not limited to any company which
is for the time being the Company's holding company as defined
by section 736 of the Companies Act 1985 or a subsidiary of the
Company or of the Company's holding company as so defined or
any company, firm or person who is for the time being a member
or otherwise has any interest in the Company or is associated
with the Company in any business or venture or any other person
firm or company whatsoever. A guarantee shall also include any
other obligation (whatever called) to pay, purchase, provide
funds (whether by advance of money the purchase of or the
subscription of shares or other securities, the purchase of
assets or services, or otherwise) for the payment of or to
indemnify against the consequences of default in the payment of
or otherwise be responsible for any indebtedness of any other
company firm or person.
(J) To promote any company for the purpose of acquiring all or any
of the property and liabilities of this Company, or for any
other purpose which may seem directly or indirectly calculated
to benefit this Company.
(K) To pay out of the funds of the Company all expenses which the
Company may lawfully pay of or incident to the formation,
registration and advertising of or raising money for the
Company, and the issue of its capital, or for contributing to
or assisting any company either issuing or purchasing with a
view to issue all or any part of the Company's capital in
connection with the advertising or offering the same for sale
or subscription, including brokerage and commissions for
obtaining applications for or taking, placing or underwriting
or procuring the underwriting of shares, debentures or
debenture stock.
(L) To remunerate any person, firm or company rendering service to
the Company whether by cash payment or by the allotment to him
or them of shares or securities of the Company credited as
fully paid up in full or in part or otherwise.
(M) Generally to purchase, take on lease or exchange, hire, or
otherwise acquire any real or personal property and any rights
or privileges which the Company may think necessary or
convenient for the purposes of its business.
(N) To create, apply for, register, purchase, or by other means
acquire and protect, prolong and renew, whether in the United
Kingdom or elsewhere any patents, patent rights, copyrights,
licences, secret processes, trade marks, designs, protections
and concessions and any associated rights and all other
intellectual property rights whatsoever, whether now existing
or created hereafter and to disclaim, alter, modify, use and
turn to account and to manufacture under or grant licences or
privileges in respect of the same and to expend money in
experimenting upon, testing and improving any such inventions,
rights or other assets which the Company may acquire or propose
to acquire.
(O) To insure with any other company or person the whole or any
part of the property of the Company, either fully or partially,
and either on the mutual principle or otherwise, against
losses, damages, risks and liabilities of all kinds, which may
affect the Company, and also to insure in any of the ways
aforesaid against all liabilities for injuries suffered by
persons in the service of the Company or against any damage or
compensation payable under any Act or otherwise provided that
nothing herein contained shall empower the Company to carry on
the business of assurance or re-assurance or to grant annuities
within the meaning of the Insurance Companies Act 1974, and any
extension, modification or re-enactment thereof for the time
being in force, or to reinsure any risks under any class of
assurance business to which that Act applies.
(P) To receive money on deposit upon such terms as the Company may
approve.
(Q) To invest and deal with the moneys of the Company in such
manner as may from time to time be determined.
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(R) To lend money with or without security, but not to carry on the
business of a registered money lender.
(S) To borrow or raise or secure the payment of money in such
manner as the Company shall think fit, and in particular by the
issue of debentures or debenture stock, perpetual or otherwise
charged upon all or any of the Company's property (both present
and future), including its uncalled capital, and to purchase,
redeem or pay off any such securities.
(T) To remunerate any company for services rendered or to be
rendered, in placing, or assisting to place, or guaranteeing
the placing or procuring the underwriting of any of the shares
or debentures, or other securities of the Company or of any
company in which this Company may be interested or propose to
be interested, or in or about the conduct of the business of
the Company, 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.
(U) To subscribe for either absolutely or conditionally or
otherwise acquire and hold shares, stocks, debentures,
debenture stock or other obligations of any other company
having objects altogether or in part similar to those of this
Company.
(V) To draw, make, accept, endorse, discount, execute and issue
promissory notes, bills of lading, warrants, debentures and
other negotiable and transferable instruments.
(W) To sell, lease, exchange, let on hire, or dispose of any real
or personal property or the undertaking of the Company, or any
part or parts thereof, for such consideration as the Company
may think fit, and, in particular, for shares whether fully or
partly paid up, debentures or securities of any other company,
whether or not having objects altogether, or in part, similar
to those of the Company, and to hold and retain any shares,
debentures or securities so acquired, and to improve, manage,
develop, sell, exchange, lease, mortgage, dispose of or turn to
account or otherwise deal with all or any part of the property
or rights of the Company.
(X) To adopt such means of making known the businesses and products
of the Company as may seem expedient and in particular by
advertising in the Press, by circulars, by purchase and
exhibition of works of art or interest, by publication of books
and periodicals, and by granting prizes, rewards and donations.
(Y) To support, subscribe or contribute 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 and employees of its
predecessors in business or of any subsidiary, allied or
associated company, or which may be connected with any town or
place where the Company carries on business and to subsidise or
assist any association of employers or employees or any trade
association. To give pensions, gratuities, annuities or
charitable aid to any person (including any Directors or former
Directors) who may have served the Company or its predecessors
in business or any subsidiary, allied or associated company or
to the wives, children or other dependents or relatives of such
persons, to make advance provision for the payment of such
pensions, gratuities or annuities as aforesaid by establishing
or acceding to such trusts schemes or arrangements (whether or
not capable of approval by the Commissioners of the Inland
Revenue under any relevant legislation for the time being in
force) as may seem expedient, to appoint trustees or to act as
trustee of any such schemes or arrangements.
(Z) To establish and contribute to any scheme for the purchase or
subscription by trustees of shares in the Company to be held
for the benefit of the Company's employees, and to lend money
to the Company's employees to enable them to purchase or
subscribe for shares in the Company and to formulate and carry
into effect any scheme for sharing the profits of the Company
with employees or any of them.
(AA) To obtain any Provisional Order or Act of Parliament for
enabling the Company to carry any of its objects into effect or
for effecting any modifications of the Company's constitution
or for any
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other purposes which may seem expedient, and to oppose any
proceedings or applications which may seem calculated directly
or indirectly to prejudice the Company's interests.
(BB) To establish, grant and take up agencies in any part of the
world, and to do all such other things as the Company may deem
conducive to the carrying on of the Company's business, either
as principals, or agents, and to remunerate any persons in
connection with the establishment or granting of such agencies
upon such terms and conditions as the Company may think fit.
(CC) To do all or any of the above things in any part of the world
and as principals, agents, contractors, trustees or otherwise,
and by or through trustees, agents or otherwise, and either
alone or in conjunction with others and to procure the Company
to be registered or recognised in any foreign country or place.
(DD) To distribute any of the property of the Company in specie
among the shareholders.
(EE) To amalgamate with any other company having objects altogether
or in part similar to those of this Company.
(FF) To do all such other things as are incidental or conducive to
the attainment of the above objects, or any of them.
And it is hereby declared that the word "Company" in this clause shall
be deemed to include any person or partnership or other body of persons
whether domiciled in the United Kingdom or elsewhere, and words
denoting the singular number only shall include the plural number and
vice versa, and so that the objects specified in each paragraph of this
clause shall, except where otherwise expressed in such paragraph, be
regarded as independent objects, and in no way limited or restricted by
reference to or inference from the terms of any other paragraph or the
name of the Company.
5. The liability of the Members is limited.
6. *The Company's share capital is (L)100,000 divided into 100,000 shares
of (L)1 each.
*1. By an Ordinary Resolution passed on 5th June 1990, the share
capital was increased from (L)100,000 to (L)500,000 divided Into
5,000,000 shares of 10p each.
2. By a Special Resolution passed on 17th October 1995, the share
capital was increased from (L)500,000 to (L)1,070,000 divided Into
10,700,000 shares of 10p each.
3. By a Special Resolution passed on 15th April 1996, the share capital
was increased from (L)1,070,000 to (L)2,000,000 by the creation of
9,930,000 shares of 10p.
4. By a Special Resolution passed on 15th November 1996, the share
capital was increased from (L)2,000,000 to (L)2,700,000 by the creation
of 7,000,000 shares of 10p each.
5. By a Special Resolution passed on 10th April 1997, the share capital
was increased from (L)2,700,000 to (L)2,850,000 by the creation of
1,500,000 shares of 10p each.
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WE, the subscribers to this Memorandum of Association, wish to be formed into
a Company pursuant to this Memorandum and we agree to take the number of
shares shown opposite our respective names.
- --------------------------------------------------------------------------------
Names and addresses of Number of shares taken
Subscribers by each Subscriber
- --------------------------------------------------------------------------------
1. For and on behalf of
Instant Companies Limited
2 Baches Street
London N1 6UB One
2. For and on behalf of
Swift Incorporations
Limited
2 Baches Street
London N1 6UB One
Total shares
taken Two
- --------------------------------------------------------------------------------
Dated this 2nd day of May 1990
Witness to the above Signatures:- Terry Jayne
2 Baches Street
London N1 6UB
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THE COMPANIES ACT 1985
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
EIDOS PUBLIC LIMITED COMPANY
(Adopted by Special Resolution passed on 5th day of June 1990)
(As amended by Special Resolutions passed on 17th October 1995, 25th January
2000 and 20 September 2001)
PART 1
PRELIMINARY
1. The regulations in Table A in the Schedule to the Companies (Tables A-
F) Regulations 1985 shall not apply to the Company.
2. In these presents (if not inconsistent with the subject or context and
save as expressly provided herein) the words and expressions set out in
the first column below shall bear the meanings set opposite to them
respectively:
The Act The Companies Act 1985.
The office The registered office of the Company for
the time being.
These presents These Articles of Association as from time
to time altered by Special Resolution.
Group The Company and its subsidiaries.
Seal The Common Seal of the Company.
Securities Seal An official seal kept by the Company
pursuant to section 40 of the Act.
The Statutes The Act and every other Act for the time
being in force concerning companies and
affecting the Company.
The Stock Exchange The International Stock Exchange of the
United Kingdom and the Republic of Ireland
Limited.
Recognised clearing house A recognised clearing house within the
meaning of The Financial Services Act 1986
acting in relation to a recognised
investment exchange (as defined in the
Financial Services Act 1986).
Transfer office The place where the Register of Members is
situate for the time being.
The United Kingdom Great Britain and Northern Ireland.
Month Calendar Month.
Year Calendar Year.
In writing Written, which expression shall include
typewriting, printing, lithography,
photography and other modes of
representing and reproducing words in a
legible and non-transitory form.
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Electronic Communication Any communication transmitted (whether
from one person to another, from one
device to another, or from a person to a
device or from a device to a person):
(a) by means of a telecommunications
system (within the meaning of the
Telecommunications Act 1984); or
(b) by other means but while in
electronic form.
Paid Paid or credited as paid.
The expressions "debenture" and "debenture holder" shall respectively
include "debenture stock" and "debenture stockholder".
In these presents any reference to any statutory provision or enactment
shall include any statutory modification or re-enactment thereof.
The expression "Secretary" shall mean any person qualified in
accordance with the Statutes 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.
Words denoting the singular shall include the plural and vice versa.
Words denoting the masculine shall include the feminine. Words denoting
persons shall include corporations.
A Special or Extraordinary Resolution shall be effective for any
purpose for which an Ordinary Resolution is expressed to be required
under any provision of these presents.
References to Electronic Communications shall, without limiting the
definition above and unless the context otherwise requires, include
references to communications made by email or by sending a CD Rom or
DVD (digital versatile disk) by post.
The headings are inserted for convenience only and do not affect the
construction of these presents.
Subject as aforesaid any words or expressions defined in the Act shall
(if not inconsistent with the subject or context) bear the same
meanings in these presents.
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PART II
SHARE CAPITAL OF THE COMPANY
3. The authorised share capital of the Company at the date of adoption of
these presents is (L)500,000 divided into 5,000,000 Ordinary Shares of
10p each.
VARIATION OF RIGHTS
4. Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may,
subject to the provisions of the Statutes, be varied or abrogated
either with the consent in writing of the holders of three-fourths in
nominal value of the issued shares of the 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) and may be so
varied or abrogated whilst the Company is a going concern or during or
in contemplation of a winding-up. To every such separate General
Meeting all the provisions of these presents relating to General
Meetings of the Company and to the proceedings thereat shall mutatis
mutandis apply, except that the quorum shall be two persons at least
holding or representing by proxy one-third in nominal value of the
issued shares of the class (but so that if at any adjourned meeting a
quorum as above defined is not present, any one holder of shares of the
class present in person or by proxy shall be a quorum) and that any
holder of shares of the class present in person or by proxy may demand
a poll and that every such holder shall on a poll have one vote for
every share of the class held by him. The foregoing provisions of this
Article shall apply to the 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 varied.
5. The special rights attached to any class of shares having preferential
rights shall not, unless otherwise expressly provided by the terms of
the issue thereof, be deemed to be varied by the creation or issue of
further shares ranking as regards participation in the profits or
assets of the Company in some or all respects pari passu therewith but
in no respect in priority thereto.
PURCHASE BY THE COMPANY OF ITS OWN SHARES
6. (A) Subject to paragraphs (B) and (C) below the Company may
purchase its own shares (including any redeemable shares) in
any manner authorised by the Act and with and subject to all
prior authorities of the Company in General Meeting as
specified under the Act provided however that the Company may
not purchase any of its shares under this Article if as a
result of the purchase of the shares in question there would no
longer be any member holding shares in the Company other than
redeemable shares.
(B) The Company may not purchase its own shares if at the time of
such purchase there are outstanding any convertible securities
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 securities.
(C) Purchases by the Company of its own redeemable shares shall,
where such shares are listed by The Stock Exchange, be limited
to a maximum price which will not exceed the average of the
middle market quotations taken from The Stock Exchange Daily
Official List for the 10 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 5 per cent
above such average. If such purchases are by tender, tenders
shall be made available to all holders of such shares alike.
ALTERATION OF SHARE CAPITAL
7. The Company may from time to time by Ordinary Resolution increase its
capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe. All new shares be subject to the provisions
of these presents with reference to allotment, payment of calls, lien,
transfer, transmission, forfeiture and otherwise.
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8. (A) The Company may by Ordinary Resolution:-
(i) Consolidate and divide all or any of its share capital
into shares of larger nominal value than its existing
shares;
(ii) Cancel any shares which, at the date of the passing of
the resolution, have not been taken or agreed to be
taken, by any person and diminish the amount of its
capital by the amount of the shares so cancelled;
(iii) Sub-divide its shares, or any of them, into shares of
smaller nominal value 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, as compared with the
others, have any such preferred, deferred or other
special rights, or be subject to any such restrictions,
as the Company has power to attach to unissued or new
shares.
(B) Upon any consolidation of fully paid shares into shares of
larger nominal value the Directors may as between the holders
of shares so consolidated determine which shares are
consolidated into each consolidated share and in the case of
any shares registered in the name of one holder being
consolidated with shares registered in the name of another
holder may make such arrangements as may be thought fit for the
sale of the consolidated share or any fractions thereof and for
the distribution among the persons entitled thereto of the net
proceeds of such sale and for such purpose may appoint some
person to transfer the consolidated share to the purchaser and
may cause the name of the purchaser or the holder of the shares
comprised in any such transfer to be entered into the Register
of Members and he shall not be bound to see to the application
of the purchase money nor shall his title to the shares in any
way be affected by any invalidity or irregularity in the
proceedings in reference to the sale.
9. The Company may by Special Resolution reduce or cancel its share
capital or any capital redemption reserve or share premium account in
any manner and with and subject to any conditions, authorities and
consents required by law.
STOCK
10. The Company may from time to time by Ordinary Resolution convert any
fully paid up shares into stock and may reconvert any stock into fully
paid up shares of any denomination. After the passing of any resolution
converting all the fully paid up shares of any class in the capital of
the Company into stock, any shares of that class which subsequently
become fully paid up and rank pari passu in all other respects with
such shares shall, by virtue of this Article and such resolution, be
converted into stock transferable in the same units as the shares
already converted.
11. The holders of stock may transfer the same or any part thereof in the
same manner and subject to the same regulations as the shares from
which the stock arose might previously to conversion have been
transferred or as near thereto as circumstances admit. The Board may
from time to time fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of such minimum, but the
minimum shall not, without the sanction of an Ordinary Resolution of
the Company, exceed the nominal amount of each of the shares from which
the stock arose.
12. The holders of stock shall, according to the amount of the stock held
by them, have the same rights as regards dividends, voting at general
meetings of the Company and other matters as if they held the shares
from which the stock arose, but no such right (except as to
participation in dividends and in assets on a reduction of capital or
winding-up) shall be conferred by an amount of stock which would not,
if existing in shares, have conferred such right.
13. All such of the provisions of these presents as are applicable to paid
up shares shall apply to stock, and the words "share" and "shareholder"
herein shall also include "stock" and "stockholder" respectively.
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SHARES
14. Except as required by law, no person shall be recognised by the Company
as holding any share upon any trust and the Company shall not be bound
by or compelled in any way to recognise any equitable, contingent,
future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these presents or by
law otherwise provided) any other right in respect of any share except
an absolute right to the entirety thereof in the registered holder.
15. (A) Without prejudice to any special rights previously conferred on
the holders of any shares or class of shares for the time being
issued, any share in the Company may be issued with such
preferred, deferred or other special rights or subject to 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 (or, in the absence of any such
determination, as the Directors may determine).
(B) Subject to the provisions of the Statutes, any shares of the
Company whether preference shares or otherwise, may, with the
sanction of an Ordinary Resolution, be issued on terms that
such shares are, or at the option of the Company or the holder
of such shares are liable, to be redeemed on such terms and in
such manner as the Company before the issue of the shares may
by Ordinary Resolution determine.
16. Subject to the provisions of the Statutes (and of any resolution of the
Company in General Meeting passed pursuant thereto) and of these
presents, all unissued shares shall be at the disposal of Directors and
they may allot with or without conferring a right of renunciation,
grant options over or otherwise dispose of them to such persons, at
such times and on such terms as they think proper.
17. The Company may exercise the powers of paying commissions conferred by
the Statutes to the full extent thereby permitted. The Company may also
on any issue of shares pay such brokerage as may be lawful.
18. Subject to the provisions of the Statutes and of these presents, the
Directors may at any time after the allotment of any share but before
any person has been entered in the Register of Members as the holder
recognise a renunciation thereof by the allottee in favour of some
other person and may accord to any allottee of a share a right to
effect such renunciation upon and subject to such terms and conditions
as the Directors may think fit to impose.
SHARE CERTIFICATES
19. Every definitive share certificate shall be issued under the Seal (or
the Securities Seal or, in the case of shares on a branch register, an
official seal for use in the relevant territory) and shall specify the
number and class of shares to which it relates and the amount paid upon
thereon. No definitive certificate shall be issued representing shares
of more than one class. Unless the Directors otherwise determine no
definitive certificate shall be issued in respect of shares held by a
recognised clearing house or a nominee of a recognised clearing house
or a recognised investment exchange.
20. In the case of a share held jointly by several persons the Company
shall not be bound to issue more than one certificate therefor and
delivery of a certificate to one or more joint holders shall be
sufficient delivery to all.
21. Subject to the provisions of these presents, any person excluding a
recognised clearing house to whom no certificate is to be issued
pursuant to Article 19 above whose name is entered in the Register of
Members in respect of any shares of any one class upon the issue or
transfer thereof shall be entitled without payment to a certificate
therefor (in the case of issue) within two months (or such longer
period as the terms of issue shall provide) after allotment or (in the
case of a transfer) transfer.
22. (A) 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 such shares be issued in
lieu without charge.
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(B) Any two or more certificates representing shares of any one
class held by any member may at his request be cancelled and a
single new certificate for such shares issued in lieu without
charge.
(C) If any member shall surrender for cancellation a share
certificate representing shares held by him and request the
Company to issue in lieu two or more share certificates
representing such shares in such proportions as he may specify,
the Directors may, if they think fit, comply with such a
request.
(D) If a share certificate shall be damaged or defaced or alleged
to have been lost, stolen or destroyed, a new certificate
representing the same shares may be issued to the holder upon
request subject to delivery up of the old certificate or (if
the old certificate is alleged to have been lost, stolen or
destroyed) compliance with such conditions as to evidence and
indemnity and (in either case) to the payment of such
exceptional out of pocket expenses of the Company in connection
with the request as the Directors may think fit.
(E) In the case of shares held jointly by several persons any such
request may be made by any one of the joint holders.
23. Notwithstanding any other article, the Board may from time to time
determine, either generally or in any particular case, the method by
which any share certificate issued by the Company in respect of the
Company's shares, stock, debentures or other securities shall be
authenticated or executed by or on behalf of the Company and, in
particular:
(A) the Board may dispense with the need to affix the common seal,
or any official seal, of the Company to such certificate;
(B) the Board may determine the manner, and by whom, any such
certificate is to be signed, and may dispense with the need for
such certificate to be signed or executed in any way;
(C) the Board may permit the signature or a facsimile of the
signature of any person to be applied to such share certificate
by any mechanical or electronic means in place of that person's
actual signature.
And any certificate issued in accordance with the requirements of the
Board shall, as against the Company, be prima facie evidence of the
title of the person named in that certificate to the shares comprised
in it.
CALLS ON SHARES
24. The Directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares (whether on account of the
nominal value of the shares or, when permitted, by way of premium) but
subject always to the terms of issue of such shares. A call shall be
deemed to have been made at the time when the resolution of the
Directors authorising the call was passed and may be made payable by
instalments.
25. Each member shall (subject to receiving at least fourteen days' notice
specifying the time or times and place of payment) pay to the Company
at the time or times and place so specified the amount called on his
shares. The joint holders of a share shall be jointly and severally
liable to pay all instalments and calls in respect thereof and any of
such persons may give effectual receipts for any return of capital in
respect of such share. A call may be revoked or postponed as the
Directors may determine.
26. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to
the time of actual payment at such rate (not exceeding 15 per cent. per
annum) as the Directors may determine and shall also pay all costs,
charges and expenses which the Company may have incurred or become
liable for in order to procure payment of or in consequence of non
payment of such call but the Directors shall be at liberty in any case
or cases to waive payment of such interest, costs, charges and expenses
wholly or in part.
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27. Any sum (whether on account of the nominal value of the share or by way
of premium) which by the terms of the issue of a share becomes payable
upon allotment or at any fixed date shall for all the purposes of these
presents be deemed to be a call duly made and payable on the date on
which by the terms of the issue the same becomes payable. In case of
non-payment all the relevant provisions of these presents as to payment
of interest and expenses, forfeiture or otherwise shall apply as if
such sum had become payable by virtue of a call duly made and notified.
28. If by the conditions of allotment of any share the whole or part of the
amount or issue price thereof shall be payable by instalments, every
such instalment shall, when due, be paid to the Company by the person
who for the time being shall be the registered holder of the share.
29. The Directors may on the issue of the shares differentiate between the
holders as to the amount of calls to be paid and the times of payment.
30. The Directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys (whether on account of
the nominal value of the shares or by way of premium) uncalled and
unpaid upon the shares held by him and such payment in advance of calls
shall extinguish pro tanto the liability upon the shares in respect of
which it is made and upon the money so received (until and to the
extent that the same would but for such advance become payable) the
Company may pay interest at such rate (not exceeding 12 per cent. per
annum) as the member paying such sum and the Directors agree upon. The
Directors may also at any time repay the amount so advanced upon giving
to such members one month's notice in writing.
FORFEITURE
31. If a member fails to pay in full any call or instalment of a call on
the due date for payment thereof, the Directors may at any time
thereafter serve a notice on him requiring payment of so much of the
call or instalment as is unpaid together with any interest which may
have accrued thereon and any expenses incurred by the Company by reason
of such non-payment.
32. The notice shall name a further day (not being less than seven days
from the date of service of the notice) on or before which and the
place where, the payment required by the notice is to be made, and
shall state that in the event of non-payment in accordance therewith
the shares on which the call was made will be liable to be forfeited.
33. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which such notice has been given may at
any time thereafter, before payment of all calls and interest and
expenses due in respect thereof has been made, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall
include all dividends declared in respect of the forfeited share and
not actually paid before forfeiture. The Directors may accept a
surrender of any share liable to be forfeited hereunder and in such
case reference in these Articles to forfeiture shall include surrender.
34. A share so forfeited or surrendered shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of either to
the person who was before such forfeiture or surrender the holder
thereof or entitled thereto or to any other person upon such terms and
in such manner as the Directors shall think fit and at any time before
a sale, re-allotment or disposition the forfeiture or surrender may be
annulled by the Directors on such terms as they think fit. The
Directors may, if necessary, authorise some person to transfer a
forfeited or surrendered share to any such other person as aforesaid.
35. A member whose shares have been forfeited or surrendered shall cease to
be a member in respect of those shares but shall notwithstanding the
forfeiture or surrender remain liable to pay to the Company all moneys
which at the date of forfeiture or surrender were presently payable by
him to the Company in respect of the shares with interest thereon at
such rate (not exceeding 15 per cent. per annum) as the Directors may
determine from the date of forfeiture or surrender until payment and
the Directors may at their absolute discretion enforce payment without
any allowance for the value of the shares at the time of forfeiture or
surrender or waive payment in whole or in part.
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36. Where any share has been forfeited, notice of the forfeiture shall be
served on the person who was before forfeiture the holder of the share;
but no forfeiture shall in any manner be invalidated by any omission or
neglect to give such notice as aforesaid.
37. The provisions of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal
value of the share or by way of premium as if the same had been payable
by virtue of a call duly made and notified.
LIEN
38. Subject to the provisions of section 150 of the Act, the Company shall
have a first and paramount lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of such share. The Directors may
waive any lien which has arisen and may resolve that any share shall
for some limited period be exempt wholly or partially from the
provisions of this Article.
39. The Company may sell in such manner as the Directors think fit any
share on which the Company has a lien, but no sale shall be made unless
some sum in respect of which the lien exists is presently payable nor
until the expiration of fourteen days after a notice in writing stating
and demanding payment of the sum presently payable and giving notice of
intention to sell in default shall have been given to the holder for
the time being of the share or the person entitled thereto by reason of
his death or bankruptcy.
40. The net proceeds of such sale after payment of the costs of such sale
shall be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists so far as the same are
presently payable and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon the shares
prior to the sale) be paid to the person entitled to the shares at the
time of the sale. For giving effect to any such sale the Directors may
authorise some person to transfer the shares sold to the purchaser.
41. A statutory declaration in writing that the declarant is a Director or
the Secretary of the Company and that a share has been duly forfeited
or surrendered or sold to satisfy a lien of the Company on a date
stated in the declaration shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the
share. Such declaration and the receipt of the Company for the
consideration (if any) given for the share on the sale, re-allotment or
disposal thereof together with the share certificate delivered to a
purchaser or allottee thereof shall (subject to the execution of a
transfer if the same be required) constitute a good title to the share
and the person to whom the share is sold, re-allotted or disposed of
shall be registered as the holder of the share and shall not be bound
to see to the application of the purchase money (if any) nor shall his
title to the share be affected by any irregularity or invalidity in the
proceedings relating to the forfeiture, surrender, sale, re-allotment
or disposal of the share.
TRANSFER OF SHARES
42. All transfers of shares may be effected by transfer in writing in any
usual or common form or in any other form acceptable to the Directors
and may be under hand only. The instrument of transfer shall be signed
by or on behalf of the transferor and (except in the case of fully paid
shares) by or on behalf of the transferee. The transferor shall remain
the holder of the shares concerned until the name of the transferee is
entered in the Register of Members in respect thereof.
43. The registration of transfers may be suspended at such times and for
such periods as the Directors may from time to time determine and
either generally or in respect of any class of shares. The Register of
Members shall not be closed for more than thirty days in any year.
44. (A) The Directors may refuse to register a transfer of shares
(whether fully paid or not) in favour of more than four persons
jointly.
(B) The Directors may also refuse to register a transfer of any
shares (whether fully paid or not) where the holder or other
person appearing to be interested therein for the purposes of
Article 73 hereof
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has failed to comply with the statutory disclosure requirements
under the terms of Article 73 Provided That this restriction on
transfer shall cease to be applicable following the
notification to the Company of an arms length sale as defined
in Article 73(D).
(C) If the Directors refuse to register a transfer pursuant to the
provisions of this Article they shall within two months after
the date on which the transfer was lodged with the Company send
to the transferee notice of the refusal.
45. (A) The Directors may decline to recognise any instrument of
transfer unless the instrument of transfer (duly stamped) is in
respect of only one class of share and is lodged at the
Transfer Office accompanied by the relevant share
certificate(s) and such other evidence as the Directors may
reasonably require to show the right of the transferor to make
the transfer and, if the instrument transfer is executed by
some other person on his behalf, the authority recognised
clearing house the lodgement of share certificates will only be
necessary if, and to the extent that, certificates have been
issued in respect of the shares in question.
(B) All instruments of transfer which are registered may be
retained by the Company.
46. No fee will be charged by the Company in respect of the registration of
any instrument of transfer or probate or letters of administration or
certificate of marriage or death or stop notice or power of attorney or
other document relating to or affecting the title to any shares or
otherwise for making any entry in the Register of Members affecting the
title to any shares.
DESTRUCTION OF DOCUMENTS
47. The Company shall be entitled to destroy all instruments of transfer
which have been registered at any time after the expiration of six
years from the date of registration thereof and all dividend mandates
and notifications of change of address at any time after the expiration
of two years from the date of recording thereof and all share
certificates which have been cancelled at any time after the expiration
of one year from the date of the cancellation thereof and it shall
conclusively be presumed in favour of the Company that every entry in
the register purporting to have been made on the basis of any
instrument of transfer or other document so destroyed was duly and
properly made and every instrument of transfer so destroyed was a valid
and effective instrument duly and properly registered and every share
certificate so destroyed was a valid and effective certificate duly and
properly cancelled and every other document hereinbefore mentioned so
destroyed was a valid and effective document in accordance with the
recorded particulars thereof in the books or records of the Company.
Provided always that:-
(i) The provisions aforesaid shall apply only 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;
(ii) Nothing herein contained shall be construed as imposing upon
the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any case where
the conditions of proviso (i) above are not fulfilled;
(iii) References herein to the destruction of any document include
references to the disposal thereof in any manner.
TRANSMISSION OF SHARES
48. In case of the death of a shareholder, the survivors or survivor where
the deceased was a joint holder, and the executors or administrators of
the deceased where he was a sole or only surviving holder, shall be the
only person or persons recognised by the Company as having any title to
or interest in the shares, but nothing in this Article shall release
the estate of a deceased holder (whether sole or joint from any
liability in respect of any share held by him.
49. Any person becoming entitled to a share in consequence of a death or
bankruptcy of a member or of any other event giving rise by operation
of law to such entitlement may (subject as herein provided) upon
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supplying to the Company such evidence as the Directors may reasonably
require to show his title to the share either be registered himself as
a holder of the share upon giving the Company notice in writing of his
desire to be so registered or transfer such share to some other person.
All the limitations, restrictions and provisions of these presents
relating to the right to transfer and the registration of transfers of
shares shall be applicable to any such notice or transfer as aforesaid
as if the death or bankruptcy of the member or other event as aforesaid
as if the death or bankruptcy of the member or other event as aforesaid
had not occurred and the notice or transfer were a transfer executed by
such member.
50. Save as otherwise provided by or in accordance with these presents, a
person becoming entitled to a share in consequence of the death or
bankruptcy of a member or other event giving rise by operation of law
to such entitlement shall (upon supplying to the Company such evidence
as the Directors may reasonably require to show his title to the share)
be entitled to the same dividends and other advantages as those to
which he would be entitled if he were the registered holder of the
share except that he shall not be entitled in respect thereof (except
with the authority of the Directors) to exercise any right conferred by
membership in relation to meetings of the Company until he shall have
been registered as a member in respect of the share Provided Always
that the Directors may at any time give notice requiring any such
person to elect either to be registered himself or to transfer the
share and if the notice is not complied with within ninety days the
Directors may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share until the requirements of
the notice have been complied with.
SHARE WARRANTS
51. The Directors with respect to fully paid up shares may issue warrants
("Share Warrants") stating that the bearer is entitled to the shares
therein specified, and may provide by coupons or otherwise for the
payment of future dividends on the shares included in such warrants.
The Directors may determine and from time to time vary the conditions
upon which Share Warrants shall be issued and upon which a new Share
Warrant or coupon shall be issued in the place of one worn out, defaced
or destroyed, but no new Share Warrant or coupon shall be issued to
replace one that has been lost unless the Directors are satisfied
beyond reasonable doubt that the original has been destroyed. The
Directors may also determine and from time to time vary the conditions
upon which the bearer of a Share Warrant shall be entitled to receive
notices of and attend and vote at general meetings or to join in
requisitioning General Meetings and upon which a Share Warrant may be
surrendered and the name of the holder entered in the Register in
respect of the shares therein specified. Subject to such conditions and
to these articles the bearer of a Share Warrant shall be a member to
the full extent. The bearer of a Share Warrant shall hold such warrant
subject to the conditions for the time being in force with regard to
Share Warrants whether made before or after the issue of such warrant.
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PART III
GENERAL MEETINGS
52. 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 the next. All General Meetings other than Annual
General Meetings shall be called Extraordinary General Meetings.
53. The Directors may whenever they think fit, and shall, on requisition in
accordance with the Statutes, proceed to convene an Extraordinary
General Meeting. Whenever the Directors shall convene an Extraordinary
General Meeting on the requisition of members, they shall convene such
meeting for a date not more than 6 weeks after the date when the
requisition is deposited at the Office (unless the requisitionists
shall consent in writing to a later date being fixed). If at any time
there are not within the United Kingdom sufficient Directors capable of
acting to form a quorum, any Director or any two members of the Company
may convene an Extraordinary General Meeting in the same manner as
nearly as possible as that in which meetings may be convened by the
Directors.
NOTICE OF MEETINGS
54. An Annual General Meeting and any 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 General Meeting by fourteen days' notice in writing
at the least. The period of notice shall in each case be exclusive of
the day on which it is served or deemed to be served and of the day on
which the meeting is to be held and shall be given in manner
hereinafter mentioned to all members other than such (if any) as are
not under the provisions of these presents entitled to receive such
notices from the Company: Provided that a General Meeting
notwithstanding that it has been called by a shorter notice than that
specified above shall be deemed to have been duly called if it is so
agreed:-
(A) in the case of an Annual General Meeting by all the members
entitled to attend and vote thereat; and
(B) in the case of an Extraordinary General Meeting by a majority
in number of the members having a right to attend and vote
thereat, being a majority together holding not less than 95 per
cent. in nominal value of the shares giving that right.
Provided also that the accidental omission to give notice to or the
non-receipt of notice by any person entitled thereto shall not
invalidate any General Meeting or any proceedings thereat.
55. (A) Every notice calling a General Meeting shall specify the place
and the day and hour of the Meeting and there shall appear with
reasonable prominence in every such notice a statement that a
member entitled to attend and vote is entitled to appoint one
or more proxies to attend and, on a poll, vote instead of him
and that a proxy need not be a member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also
specify the meeting as such.
(C) In the case of any General Meeting at which business other than
routine business is to be transacted, the notice shall specify
the general nature of such business: and if any resolution is
to be proposed as an Extraordinary Resolution or as a Special
Resolution, the notice shall contain a statement to that
effect.
56. Routine business shall mean and include only business transacted at an
Annual General Meeting of the following classes, that is to say:-
(i) declaring dividends;
(ii) receiving and adopting the accounts, the reports of the
Directors and Auditors and other documents required to be
attached or annexed to the accounts;
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(iii) appointing or re-appointing Directors to fill vacancies arising
at the meeting on retirement whether by rotation or otherwise;
(iv) re-appointing the retiring Auditors (other than Auditors last
appointed otherwise than by the Company in General Meeting);
(v) fixing the remuneration of the Auditors or determining the
manner in which such remuneration is to be fixed.
PROCEEDINGS AT GENERAL MEETINGS
57. The Chairman of the Board of Directors, failing whom the Deputy
Chairman shall preside as Chairman at a General Meeting. If there be no
such Chairman or Deputy Chairman or if at any meeting neither shall be
present within fifteen minutes after the time appointed for holding the
meeting or willing to act the Directors present shall choose one of
their number (or, if no Director be present or if all the Directors
present decline to take the chair the members present shall choose one
of their number) to be Chairman of the meeting.
58. No business other than the appointment of a Chairman shall be
transacted at any General Meeting unless a quorum is present at the
time when the meeting proceeds to business. Three members present in
person or by proxy and entitled to vote at that meeting shall be a
quorum for all purposes.
59. If within half an hour from the time appointed for a General Meeting
(or such longer interval as the Chairman of the meeting may think fit
to allow) a quorum is not present the meeting if convened on the
requisition of members, shall be dissolved. In any other case it shall
stand adjourned to such other day (being not less than seven days
thereafter) and such time and place as may have been specified for the
purpose in the notice convening the meeting or (if not so specified) as
the chairman of the meeting may determine and in the latter case not
less than seven days' notice of the adjourned meeting shall be given in
the like manner as in the case of the original meeting. At the
adjourned meeting any two members present in person or by proxy shall
be a quorum and shall have power to decide upon all matters which could
properly have been disposed of at the meeting from which the
adjournment took place.
60. The Chairman of the meeting 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 (or sine die) and from place to
place but no business shall be transacted at any adjourned meeting
except business which might lawfully have been transacted at the
meeting from which the adjournment took place. Where a meeting is
adjourned sine die, the time and place for any adjourned meeting shall
be fixed by the Directors. When a meeting is adjourned for thirty days
or more or sine die, not less than seven days' notice of any adjourned
meeting shall be given in like manner as in the case of the original
meeting.
61. Save as hereinbefore expressly provided, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
62. Any proposed amendment to an Ordinary Resolution shall, unless the
amendment be proposed by the Chairman of the meeting, not be valid
unless notice of such proposed amendment shall have been received at
the Office at least 48 hours prior to the time of the meeting or
adjourned meeting. If an amendment shall be proposed to any resolution
under consideration but shall in good faith be ruled out of order by
the Chairman of the meeting the proceedings on the substantive
resolution shall not be invalidated by an error in such ruling. In the
case of a resolution duly proposed as a Special or Extraordinary
Resolution no amendment thereto (other than a mere clerical amendment
to correct a patent error) may in any event be considered or voted
upon.
VOTING
63. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by:-
(i) the Chairman of the meeting; or
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(ii) not less than three members present in person or by proxy and
entitled to vote at the meeting; or
(iii) a member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights
of all the members having the right to vote at the meeting; or
(iv) a member or members present in person or by proxy and 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.
64. A demand for a poll may be withdrawn only with the approval of the
meeting. Unless a poll is required a declaration by the Chairman of the
meeting that a resolution has been carried or carried unanimously, or
by a particular majority or lost and an entry to that effect in the
minute book, shall be conclusive evidence of that fact without proof of
the number or proportion of the votes recorded for or against such
resolution. If a poll is required, it shall be taken in such manner
(including the use of ballot or voting papers or tickets) as the
Chairman of the meeting may direct, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was
demanded. The Chairman of the meeting may (and if so directed by the
meeting shall) appoint scrutineers and may adjourn the meeting to some
place and time fixed by him for the purpose of declaring the result of
the poll.
65. (A) In the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman of the meeting at which the show of
hands takes place or at which the poll is demanded shall be
entitled to a casting vote.
(B) If any votes shall be counted which ought not to have been
counted or might have been rejected the error shall not vitiate
the result of the voting unless it be pointed out at the same
meeting or at any adjournment thereof, and not in that case
unless it shall in the opinion of the Chairman be of sufficient
magnitude to merit the vitiation of such result.
66. No poll shall be demanded on the election of a Chairman of the meeting
or on a question of adjournment. A poll demanded on any other question
shall be taken either immediately or at such subsequent time (not being
more than thirty days from the date of the meeting) and place as the
Chairman of the meeting may direct. No notice need be given of a poll
not taken immediately. The demand for a poll shall not prevent the
continuance of the meeting for the transaction of any business other
than the question on which the poll has been demanded.
VOTES OF MEMBERS
67. Subject to any special rights or restrictions as to voting attached by
or in accordance with these presents (whether pursuant to Article 73(B)
or otherwise) to any shares or class of shares, on a show of hands
every member who is present in person shall have one vote and on a poll
every member who is present in person or by proxy shall have one vote
for every share of which he is the holder.
68. In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders and for this purpose
seniority shall be determined by the order in which the names stand in
the Register of Members in respect of the share.
69. Where in England or elsewhere a receiver or other person (by whatever
name called) has been appointed by any court claiming jurisdiction in
that behalf to exercise powers with respect to the property or affairs
of any member on the grounds (however formulated) of mental disorder,
the Directors may in their absolute discretion, upon or subject to
production of such evidence of the appointment as the Directors may
require, permit such receiver or other person on behalf of such member
to vote in person or by proxy at any General Meeting or to exercise any
other right conferred by membership in relation to meetings of the
Company.
70. No member shall, unless the Directors otherwise determine, be entitled
to vote at a General Meeting either personally or by proxy or to
exercise any other right conferred by membership in relation to
meetings of
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the Company if any call or other sum presently payable by him to the
Company in respect of shares in the Company remains unpaid.
71. No objection shall be raised as to the admissibility of any vote except
at the meeting or adjourned meeting at which the vote objected to is or
may be given or tendered and any vote not disallowed at such meeting
shall be valid for all purposes. Any such objection shall be referred
to the Chairman of the meeting whose decision shall be final and
conclusive.
72. On a poll votes may be given either personally or by proxy and a person
entitled to more than one vote need not use all his votes or cast all
the votes he uses in the same way.
DISENFRANCHISEMENT
73. (A) It is to be regarded as a cardinal principle of the Company
that all members and persons interested in shares of the
Company shall comply with those provisions of Part VI of the
Act and any statutory modification or re-enactment thereof
whereby the Company is empowered by notice in writing to
require any member or other person as aforesaid within such
reasonable time as is specified in the notice to disclose to
the Company particulars of any interests, rights, agreements or
arrangements affecting any of the shares held by that member or
in which such other person as aforesaid is interested (which
provisions in this Article are referred to as "the statutory
disclosure requirements").
(B) If any holder of or any other person appearing to be interested
in any shares of the Company fails within such reasonable time
as is specified in the said notice from the Company (being not
less than 14 days after the date of service of such notice
where the shareholding in question represents at least 0.25 per
centum of the issued shares of the relevant class and 28 days
in other cases) to comply with the statutory disclosure
requirements then from the time of such failure and until
whichever is the earlier of (i) compliance with the statutory
disclosure requirements and (ii) transfer of the shares
pursuant to an arms length sale (as defined in paragraph D
below):
(1) (should the Directors so resolve) such holder shall not
be entitled to vote or to exercise any right conferred
by membership in relation to meetings of the Company in
respect of all the shares for the time being registered
in the account in the register of members of the Company
in respect of which such notice was served;
(2) (in circumstances where the holding represents at least
0.25% of the issued shares of the relevant class and
should the Directors so resolve) the payment of
dividends in respect of such shares may be withheld; and
(3) (in circumstances where the holding represents at least
0.25% of the issued shares of the relevant class and
should the Directors so resolve) such holder shall not
be entitled to transfer such shares otherwise than
pursuant to an arms length sale.
(C) For the purposes of this Article a person shall be treated as
appearing to be interested in any shares if the holder of
shares has been served a notice pursuant to section 212 of the
Act and such notice (together with such other notices (if any)
as shall have been served upon any other persons in respect of
the shares in question) fails to establish the identities of
those interested or who have been interested in the shares and
the Company knows or has reasonable cause to believe that
someone other than the holder or the persons whose identities
have been revealed is or has been interested in the shares.
(D) For the purposes of this Article "an arms length sale" shall
mean a sale to an unconnected party under which the beneficial
ownership of the shares in question passes and shall include
(but without limitation) a sale through a recognised investment
exchange (as defined in the Financial Services Act 1986) or
other recognised market or a sale in connection with acceptance
of a takeover offer for the Company (as defined in section 14
of the Company Securities (Insider Dealing) Act 1985).
E7-20
PROXIES
74. A proxy need not be a member of the Company.
75. (A) Subject to Article 75 (B) a form appointing a proxy shall be in
writing under the hand of the appointor or his attorney or, if
the appointor is a corporation, either under its common seal or
the hand of a duly authorised officer, attorney or other person
authorised to sign it.
(B) Subject to the Act, the Directors may resolve to allow a proxy
to be appointed by an Electronic Communication (including, but
not limited to e-mail). The ability to appoint a proxy by an
Electronic Communication may be subject to such limitations,
restrictions or conditions as the Directors think fit. In
particular, but without limitation, the Directors may require
such evidence as it considers appropriate to decide that the
appointment of a proxy is effective.
(C) In these Articles, "form of proxy" or "proxy form" shall unless
the context requires otherwise, include any Electronic
Communication appointing a proxy which is authorised by the
Directors in accordance with Article 75 (A) and which complies
with the provision of these presents.
76. Subject to Article 75 (B) the form of proxy shall be in any usual form
or in any other form which the Directors may approve. The Directors
may, if they think fit, but subject always to the provisions of the
Act, at the Company's expense send out proxy forms whether by post or
by Electronic Communication to all of the persons entitled to receive
notice of and to vote at any meeting and shall:
(1) send such proxy form with the notice convening the meeting;
(2) provide for two-way voting (without prejudice to any right to
abstain) on all resolutions set out in the notice of meeting;
(3) state that a member is entitled to appoint a proxy of his own
choice and provide a space for insertion of the name of such
proxy; and
(4) state that if the proxy form is returned without an indication
as to how the proxy should vote on any particular matter, the
proxy will exercise his discretion as to whether, and if so
how, he votes.
Delivery of a form of proxy shall not preclude a member from attending
and voting in person at the meeting or poll concerned. A member may
appoint more than one proxy to attend on the same occasion.
77. (A) In order for the appointment of a proxy to be valid:
(1) in the case of an appointment of a proxy by Electronic
Communication in accordance with the provisions of these
presents the proxy form, together with the relevant
evidence, must be received at the address by the
relevant time; or
(2) in the case of an appointment of a proxy by any other
means in accordance with the provisions of these
presents, the form of proxy together with any power of
attorney or other written authority under which it is
executed or an office or notarially certified copy or
copy certified in accordance with the Powers of Attorney
Act 1971 of such power or written authority shall be
deposited by personal delivery or post at the office or
at such other place within the United Kingdom as is
specified in the notice convening the meeting or in any
form of proxy sent out by the Company in relation to the
meeting not less than 48 hours before the time being
appointed for holding the meeting or adjourned meeting
at which the person named in the form or proxy or other
instrument proposes to vote.
(3) in the case of a poll taken more than 48 hours after it
is demanded, the form of proxy must be delivered as
provided for in Article 77 (A) or 77 (B) after the poll
has been demanded and not less than 24 hours before the
time appointed for the taking of the poll.
(4) where the poll is not taken forthwith but is taken not
more than 48 hours after it was demanded, the form of
proxy must be delivered as provided for in Article 77
(A) or 77 (B)
E7-21
to the meeting at which the poll was demanded to the
Chairman or to the Secretary or to any Director.
(B) A form of proxy which is not deposited or delivered in any such
manner as provided in Article 77 (A) shall be invalid. No form
of proxy shall be valid more than 12 months after the date
stated in it at the date of its execution. When two or more
valid forms of proxy are delivered in respect of the same share
for use at the same meeting, the one which was executed last
shall be treated as replacing and revoking the others as
regards that share. If the Company is unable to determine which
was executed last, none of them shall be treated as valid in
respect of that share.
(C) For the purposes of Article 77:
(1) for the purpose of appointing a proxy by Electronic
Communication, the "address" means the number or address
which has been specified by the Company for the purpose
of receiving electronic communications appointing
proxies;
(2) "relevant documents" means the power of attorney or
other authority relied on to sign the form or proxy, or
a copy of such document certified by a notary or
certified in some other way approved by the Directors;
(3) "relevant evidence" means all or any evidence required
by the Directors in accordance with the provisions of
Article 77 (B);
(4) "relevant time" shall be:
(i) 48 hours before the time appointed for the
commencement of the meeting or adjourned meeting
at which the person appointed as proxy proposes
to vote;
(ii) if the poll is not taken on the same day as the
meeting or adjourned meeting, 48 hours before
the time appointed for the taking of the poll.
78. Subject to any contrary direction contained in the form of proxy, a
proxy may demand, or join in demanding, a poll but does not have any
further right to speak at the meeting, except with the permission of
the Chairman. The form of proxy shall be also be deemed to confer
authority to vote on any amendment of a resolution put to the meeting
for which it is given as the proxy thinks fit. The form of proxy shall,
unless it provides to the contrary, be valid for any adjournment of the
meeting as well as for the meeting to which it relates.
79. A vote cast by proxy shall not be invalidated by the previous death or
insanity of the principal or by the revocation of the appointment of
the proxy or of the authority under which the appointment was made
provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Transfer
Office at least one hour before the commencement of the meeting or
adjourned meeting or (in the case of a poll taken otherwise than at or
on the same day as the meeting or adjourned meeting) the time appointed
for the taking of the poll at which the vote is cast.
CORPORATIONS ACTING BY REPRESENTATIVES AND REVOCATION OF AUTHORITY
80. Any corporation which is a member of the Company may by resolution of
its directors or other governing body authorise such person as it
thinks fit to act as its representative at any meeting of the Company
or of any class of members of the Company. The person so authorised
shall be entitled to exercise the same powers on behalf of such
corporation as the corporation could exercise if it were an individual
member of the Company and such corporation shall for the purpose of
these presents be deemed to be present in person at any such meeting if
a person so authorised is present thereat.
81. A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the
previous determination of the authority of the person voting or
demanding a poll unless notice of the determination was received by the
Company at the office or at such other place at which the form of proxy
was duly deposited at the office or, where the proxy was appointed by
an
E7-22
Electronic Communication, at the address, at least three hours before
the start of the meeting or adjourned meeting at which the vote is
given or the poll demanded or (in the case of a poll taken otherwise
than on the same day as the meeting or adjourned meeting) the time
appointed for taking the poll.
E7-23
PART IV
DIRECTORS
82. Subject as hereinafter provided the Directors shall not be less than
three nor more than 20 in number. The Company may by Ordinary
Resolution from time to time vary the minimum and maximum number of
Directors.
83. No Director shall vacate his office or be ineligible for re-appointment
as a Director, nor shall any person be ineligible for appointment as a
Director, by reason only of his having attained any particular age.
84. There shall be no requirement for Directors to hold shares in the
Company in order to qualify for appointment as Directors of the
Company.
85. Each Director shall be entitled to receive notice of and to attend and
speak at any General Meeting of the Company and at any separate General
Meeting of the holders of any class of shares in the capital of the
Company.
86. The aggregate fees of the Directors (other than any remuneration
payable to executive Directors in such capacity) shall not exceed
(L)100,000 per annum as the Directors may from time to time determine
or such larger sum as the Company in General Meeting shall from time to
time determine. The foregoing remuneration may be increased separately
by the Directors if such increase is solely to meet the cost of any
value added tax properly payable on such remuneration. The Directors
may also grant special remuneration to any Director who, being called
upon, shall perform any special or extra services to or at the request
of the Company. The Directors shall also be paid out of the funds of
the Company all their travelling, hotel and other expenses properly
incurred by them in and about the discharge of their duties.
87. Any Director who holds any executive office (including for this purpose
the office of Chairman or Deputy Chairman whether or not such office is
held in an executive capacity), or who serves on any committee, or who
otherwise performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director (including going
or residing abroad in connection with the conduct of any of the affairs
of the Company), may be paid such extra remuneration by way of lump
sum, salary, commission, percentage of profits, or otherwise as the
Directors may determine.
88. (A) A Director may hold any other office or place of profit under
the Company except that of Auditor in conjunction with the
office of Director and may act in a professional capacity to
the Company, and in any such case on such terms as to
remuneration and otherwise as the Directors may arrange. No
Director shall be disqualified by his office from contracting
with the Company either in regard to such other office or place
of profit or as vendor, purchaser or otherwise, nor subject to
section 322 of the Act shall any such contract nor any contract
or arrangement entered into by or on behalf of the Company in
which any Director shall be in any way interested be avoided,
nor subject also to section 322 of the Act shall any Director
so contracting or being interested be liable to account to the
Company for any profit realised by any such contract or
arrangement by reason of such Director holding that office or
of the fiduciary relationship thereby established, provided
that the nature of his interest shall be disclosed by him in
accordance with the provisions of the Companies Act 1985.
(B) A Director may be or become a director or other officer of, or
otherwise interested in, any company promoted by the Company or
in which the Company may be interested as a shareholder or
otherwise and unless otherwise agreed by such Director, shall
not be accountable for any remuneration or other benefits
received by him as a director or officer of, or by virtue of
his interest in, such other company. The Board may also cause
the voting power conferred by the shares in any other company
held or owned by the Company to be exercised in such manner in
all respects as it thinks fit, including the exercise thereof
in favour of any resolution appointing the Directors or any of
them to be directors or officers of such other company or
voting or providing for the payment or remuneration to the
directors or officers of such other company.
E7-24
MANAGING AND EXECUTIVE DIRECTORS
89. (A) The Directors may from time to time appoint one or more of
their body to be Managing Director or joint Managing Directors
of the Company or to hold such other Executive Office in
relation to the management of the business of the Company as
they may decide for such period as they think fit (subject to
section 319 of the Act), and may, from time to time (subject to
the provisions of any service contract between him or them and
the Company and without prejudice to any claim for damages he
or they may have for breach of any such service contract),
remove or dismiss him or them from such office and appoint
another or others in his or their place or places.
(B) A Managing Director or such Executive Director shall (subject
to the provisions of Article 96 hereof and without prejudice to
any claim for damages any such Managing Director or Executive
Director may have for breach of any service contract between
him and the Company) be subject to the same provisions as to
removal and as to vacation of office as the other Directors of
the Company and if he ceases to hold the office of Director
from any cause he shall ipso facto and immediately (but without
prejudice as aforesaid) cease to be a Managing Director or such
Executive Director.
90. The Directors may entrust to and confer upon any Director holding any
executive office 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 (without prejudice to the terms of any contract entered
into in any particular case) may from time to time revoke, withdraw,
alter or vary all or any of such powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
91. The office of a Director shall be vacated in any of the following
events, namely:-
(i) If he shall become prohibited by law from acting as a Director.
(ii) If he shall resign by writing under his hand left at the Office
or if he shall in writing offer to resign and the Directors
shall resolve to accept such offer.
(iii) If he shall have a receiving order made against him or in
Scotland have his estate sequestrated or shall compound with
his creditors generally.
(iv) If in England or elsewhere an order shall be made by any court
claiming jurisdiction in that behalf on the ground (however
formulated) of his mental disorder or his becoming a patient
under the Mental Health Act 1959 for his detention or for the
appointment of a receiver or other person (by whatever name
called) to exercise powers with respect to his property or
affairs.
(v) If he be absent from meetings of the Directors for six
consecutive meetings without leave, and the Directors resolve
that his office be vacated.
(vi) If he becomes prohibited from being a Director pursuant to the
provisions of the Company Directors Disqualification Act 1986.
92. At the first Annual General Meeting of the Company all the Directors
shall retire from office and at the Annual General Meeting in every
subsequent year one-third of the Directors for the time being (or, if
their number is not a multiple of three, the number nearest to but not
greater than one-third) shall retire from office by rotation.
93. The Directors to retire by rotation shall include (so far as necessary
to obtain the number required) any Director who wishes to retire and
not to offer himself for re-election. Any further Directors so to
retire shall be those of the other Directors subject to retirement by
rotation who have been longest in office since their last re-election
or appointment and so that as between persons who became or were last
re-elected 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. The Directors to retire on
each occasion (both as to number and identity) shall be determined by
the composition of the Board at the date
E7-25
of the Notice convening the Annual General Meeting, and no Director
shall be required to retire or to be relieved from retiring by reason
of any change in the number or identity of the Directors after the date
of such Notice but before the close of the Meeting.
94. The Company at the meeting at which a Director retires under any
provision of these presents may by Ordinary Resolution fill up the
office being vacated by electing thereto the retiring Director or some
other person eligible for appointment. In default the retiring Director
shall be deemed to have been re-elected except in any of the following
cases:-
(i) Where at such meeting it is expressly resolved not to fill such
office or the resolution for the re-election of such Director
is put to the meeting and lost;
(ii) Where such Director has given notice in writing to the Company
that he is unwilling to be re-elected.
(iii) Where the default is due to the moving of a resolution in
contravention of the next following Article.
The retirement shall not have effect until the conclusion of the
meeting except where a resolution is passed to elect another person in
the place of the retiring Director or a resolution for his re-election
is put to the meeting and lost and accordingly a retiring Director who
is re-elected or deemed to have been re-elected will continue in office
without break.
95. A resolution for the appointment of two or more persons as Directors by
a single resolution shall not be moved at any General Meeting unless a
resolution that it shall be so moved has first been agreed to by a
meeting without any vote being given against it; and any resolution
moved in contravention of this provision shall be void.
96. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment
as a Director at any General Meeting unless not less than seven nor
more than thirty days (inclusive of the date on which the notice is
given) before the date appointed for the meeting there shall have been
lodged at the office notice in writing, signed by some member (other
than the person to be proposed) duly qualified to attend and vote at
the meeting for which such notice is given, of his intention to propose
such person for election and also notice in writing signed by the
person to be proposed of his willingness to be elected.
97. The Company may in accordance with and subject to the provisions of the
Statutes by Ordinary Resolution of which special notice has been given
remove any Director from office (notwithstanding any provision of these
presents or of any agreement between the Company and such Director, but
without prejudice to any claim he may have for damages for breach of
any such agreement) and appoint another person in place of a Director
so removed from office and any other person so appointed shall be
treated for the purpose of determining the time at which he or any
other Director is to retire by rotation as if he had become a Director
on the day on which the Director in whose place he is appointed was
last elected a Director. In default of such appointment the vacancy
arising upon the removal of a Director from office may be filled as a
casual vacancy.
98. The Company may by Ordinary Resolution appoint any person to be a
Director either to fill a casual vacancy or as an additional Director.
Without prejudice thereto the Directors shall also have power at any
time so to do, but so that the total number of Directors shall not
thereby exceed the maximum number (if any) fixed by or in accordance
with these presents. Any person so appointed by the Directors shall
hold office until the next Annual General Meeting and shall then be
eligible for election, but shall not be taken into account in
determining the number of Directors who are to retire by rotation at
such meeting.
ALTERNATE DIRECTORS
99. (A) Any Director may at any time by writing under his hand and
deposited at the Office, or delivered at a meeting of the
Directors, appoint any person (including another Director) to
be his alternate Director and may in like manner at any time
terminate such appointment. Such appointment,
E7-26
unless previously approved by the Directors, shall have effect
only upon and subject to being so approved.
(B) The appointment of an alternate Director shall determine on the
happening of any event which if he were a Director would cause
him to vacate such office or if his appointor ceases to be a
Director.
(C) An alternate Director shall (except when absent from the United
Kingdom) be entitled to receive notices of meetings of the
Directors and shall be entitled to attend and vote as a
Director at any such meeting at which the Director for whom he
is appointed an alternate is not personally present and
generally at such meeting to perform all the functions of a
Director and for the purposes of the proceedings at such
meeting the provisions of these presents shall apply as if he
(instead of the Director for whom he is appointed an alternate)
were a Director. If he shall be himself a Director or shall
attend any such meeting as an alternate for more than one
Director an alternate Director shall have one vote for every
Director he represents in addition to his own, if he is himself
a Director, and when so acting, where the quorum exceeds two,
shall be considered as two Directors for the purpose of making
a quorum.
If the Director for whom he is appointed an alternate is for
the time being absent from the United Kingdom or temporarily
unable to act through ill-health or disability his signature to
any resolution in writing of the Directors shall be as
effective as the signature of the Director for whom he is
appointed an alternate. To such extent as the Directors may
from time to time determine in relation to any committee of the
Directors the foregoing provisions of this paragraph shall also
apply mutatis mutandis to any meeting of any such committee of
which the Director for whom he is appointed an alternate is a
member. An alternate Director shall not (save as aforesaid)
have power to act as a Director nor shall he be deemed to be a
Director for the purposes of these presents.
(D) An alternate Director shall be entitled to contract and be
interested in and benefit from contracts or arrangements or
transactions and to be repaid expenses and to be indemnified to
the same extent mutatis mutandis as if he were a Director but
he shall not be entitled to receive from the Company any
remuneration in respect of his appointment except only such
part (if any) of the remuneration otherwise payable to the
Director for whom he is appointed an alternate as such Director
may by notice in writing to the Company from time to time
direct.
(E) An Alternate Director shall be deemed to be an officer of the
Company, shall alone be responsible to the Company for his own
acts or defaults and shall not be deemed to be the agent of or
for the Director appointing him.
MEETINGS AND PROCEEDINGS OF DIRECTORS
100. Subject to the provisions of these presents the Directors may meet
together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit. At any time any Director may, and the
Secretary on the requisition of a Director shall, summon a meeting of
the Directors. Notice of a 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 or by any other form of
Electronic Communication (including, but not limited to, e-mail) sent
to an electronic 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 Board of Directors that notice of a meeting 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, but in the
absence of any such request it shall not be necessary to give notice of
a meeting of Directors to any Director for the time being absent from
the United Kingdom. Any Director may waive notice of any meeting and
any such waiver may be retrospective.
101. The quorum necessary for the transaction of the business of the
Directors may be fixed from time to time by the Directors and unless so
fixed at any other number shall be two. A meeting of the Directors at
which
E7-27
a quorum is present shall be competent to exercise all powers and
discretions for the time being exercisable by the Directors. For the
purposes of determining whether a quorum is present:-
(i) in the case of a resolution agreed by Directors in telephonic
communications, all such Directors shall be counted in the
quorum.
(ii) in the case of a meeting of Directors, in addition to the
Directors present at the meeting any Director in telephonic
communication with such meeting shall be counted in the quorum.
102. Questions arising at any meeting of the Directors shall be determined
by a majority of votes. In case of an equality of votes the Chairman of
the meeting shall have a second or casting vote.
103. (A) Save as provided in the Articles of Association a Director
shall not vote in respect of any contract or arrangement or any
other proposal whatsoever in which he has any material interest
(otherwise than by virtue of his interests in shares or
debentures or other securities of or otherwise in or through
the Company) and if he shall do so, his vote shall not be
counted. A Director shall not be counted in the quorum at a
meeting in relation to any resolution on which he is debarred
from voting.
(B) A Director who to his knowledge is in any way, whether directly
or indirectly, interested in a contract or arrangement or
proposed contract or arrangement with the Company shall declare
the nature of his interest at the meeting of the Board at which
the question of entering into the contract or arrangement is
first taken into consideration, if he knows his interest then
exists or in any other case at the first meeting of the Board
after he knows that he is or has become so interested. A
general notice to the Board given by a Director to the effect
that he is a member of a specified company or firm and is to be
regarded as interested at any contract or arrangement which may
after the date of the notice be made with such company or firm
shall be sufficient declaration of interest under this Article
in relation to any contract or arrangement so made; provided
that no such notice shall be effective unless either it is
given at a meeting of the Board or the Director giving the same
takes reasonable steps to secure that it is brought up and read
at the next Board Meeting after it is given.
(C) 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:
(i) The giving of any security or indemnity to him in
respect of money lent or obligations incurred by him at
the request of or for the benefit of the Company or any
of its subsidiaries;
(ii) The giving of any security or indemnity to a third party
in respect of a debt or obligation of the Company or any
of its subsidiaries for which he himself has assumed
responsibility in whole or in part under a guarantee or
indemnity or by the giving of a security;
(iii) Any proposal concerning an offer of shares or debentures
or other securities of or by the Company or any of its
subsidiaries for subscription or purchase in which offer
he is or is to be interested as a participant in the
underwriting or sub-underwriting thereof;
(iv) Any proposal concerning any other company in which he is
interested, directly or indirectly and whether as an
officer creditor or shareholder or otherwise howsoever,
provided that he is not the holder of or beneficially
interested in one per cent. or more of any class of the
equity share capital of 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;
(v) Any proposal concerning the adoption, modification or
operation of a superannuation fund or retirement
benefits scheme, share incentive scheme, share option
scheme or any other
E7-28
arrangement to provide benefits under which he may
benefit and which has been approved by or is subject to
and conditional upon approval by the Board of Inland
Revenue for taxation purposes; and
(vi) Any proposal concerning the adoption, modification or
operation of a share incentive scheme, share option
scheme or any other arrangement for the benefit of
employees (including full time executive directors of
the Company and/or any subsidiary of the Company) which
does not accord to any Director as such any privilege or
advantage not generally accorded to the employees to
whom such scheme or arrangement relates;
(vii) Any proposal concerning insurance which the Company is
empowered to purchase and/or maintain for or for the
benefit of any Directors of the Company or for persons
who include Directors of the Company, provided that for
the purposes of this sub-paragraph (vii), insurance
shall mean only insurance against liability incurred by
a Director in respect of any act or omission by him
referred to in Article 115A or any other insurance which
the Company is empowered to purchase and/or maintain
for, or for the benefit of, any groups of persons
consisting of or including Directors of the Company.
(D) A Director shall not vote or be counted in a quorum on any
resolution concerning his own appointment as the holder of any
office or place of profit with the Company or any company in
which the Company is interested including fixing or varying the
terms of his appointment or the termination thereof.
(E) 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
him 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 has not been fairly disclosed.
104. The continuing Directors may act notwithstanding any vacancies, but if
and so long as the number of Directors is reduced below the minimum
number fixed by or in accordance with these presents the continuing
Directors or Director may act for the purposes of filling up such
vacancies or of summoning General Meetings, but not for any other
purpose. If there be no Directors or Director able or willing to act,
then any two members may summon a General Meeting for the purpose of
appointing Directors.
105. The Directors may elect a Chairman and a Deputy Chairman (or two or
more Deputy Chairman) and determine the period for which each is to
hold office. If no Chairman or Deputy Chairman shall have been
appointed, or if at any meeting neither be present within five minutes
after the time appointed for holding the same, the Directors present
may choose one of their number to be Chairman of the meeting.
106. A resolution in writing signed by all the Directors for the time being
in the United Kingdom shall be as effective as a resolution duly passed
at a meeting of the Directors and may consist of several documents in
the like form, each signed by one or more Directors and may be in any
form as the Directors determine including Electronic Communication.
107. The Directors may delegate any of their powers or discretions to
committees consisting of one or more members of their body and (if
thought fit) one or more other persons co-opted as hereinafter
provided. Any committee so formed shall in the exercise of the powers
so delegated conform to any regulations which may from time to time be
imposed by the Directors. Any such regulations may provide for or
authorise the co-option to the committee of persons other than
Directors and for such co-opted members to have voting rights as
members of the committee but so that (i) the number of co-opted members
shall be less than one-half of the total number of members of the
committee and (ii) no resolution of the committee shall be effective
unless a majority of the persons present at the meeting are Directors.
108. The meetings and proceedings of any such committee consisting of two or
more members shall be governed mutatis mutandis by the provisions of
these presents regulating the meetings and proceedings of
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the Directors so far as the same are not superseded by any regulations
made by the Directors under the last preceding Article.
109. All acts done by any meeting of Directors, or of any such committee, or
by any person acting as a Director or as a member of any such
committee, shall as regards all persons dealing in good faith with the
Company, notwithstanding that there was some defect in the appointment
of any of the persons acting as aforesaid, or that any such persons
were disqualified or had vacated office, or were not entitled to vote,
be as valid as if every person had been duly appointed and was
qualified and had continued to be a Director or member of the committee
and had been entitled to vote.
BORROWING POWERS
110. The board may exercise all powers of the Company to borrow money, to
give guarantees and to mortgage or charge its undertaking, property and
assets (present and future) and uncalled capital, and to issue
debentures and other securities, whether outright or as collateral
security for any debt, liability or obligation of the Company or of any
third party.
GENERAL POWERS OF DIRECTORS
111. The business and affairs of the Company shall be managed by the
Directors, who may exercise all such powers of the Company as are not
by the Statutes or by these presents required to be exercised by the
Company in General Meeting, subject nevertheless to any regulations of
these presents, to the provisions of the Statutes and to such
regulations, being not inconsistent with the aforesaid regulations or
provisions as may be prescribed by Special Resolution of the Company,
but no regulation so made by the Company shall invalidate any prior act
of the Directors which would have been valid if such regulation had not
been made. The general powers given by this Article shall not be
limited or restricted by any special authority or power given to the
Directors by any other Article.
112. (A) The Directors may establish any local, group or divisional
boards, agencies or committees for managing any of the affairs
of the Company, either in the United Kingdom or elsewhere, and
may appoint any persons to be members of such local group or
divisional boards, agencies or committees or any managers or
agents, and may fix their remuneration and may delegate to any
local, group or divisional board, agency or committee or any of
them, to fill any vacancies therein, and to act notwithstanding
vacancies, and any such appointment or delegation may be made
upon such terms and subject to such conditions as the Directors
may think fit, and the Directors may remove any person so
appointed and may annul or vary any such delegation, but not
person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.
(B) 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 by or through one
or more subsidiary companies 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 company or guaranteeing its
contracts obligations or liabilities.
113. The Directors may from time to time and at any time by power of
attorney or otherwise appoint any company, firm or person or any
fluctuating 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
presents) and for such period and subject to such conditions as they
may think fit, and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with
any such attorney as the Directors may think fit and may also authorise
any such attorney to sub-delegate all or any of the powers, authorities
and discretions vested in him.
114. The Directors may from time to time appoint any person to any office or
employment having a designation or title including the word "Director"
or attach to any existing office or employment with the
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Company such a designation or title and may at any time determine any
such appointment or the use of any such designation or title. The
inclusion of the word "Director" in the designation or title of any
such office or employment with the Company shall not imply that the
holder thereof is a Director of the Company nor shall such holder
thereby be empowered in any respect to act as a Director of the Company
or be deemed to be a Director for any of the purposes of these
presents.
115. (i) 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 Directors of or
employed by or in the service of the Company or of any company
which is a subsidiary company of or allied or associated with
the Company or any such subsidiary and to the wives, widows,
children and other relatives and dependants of any such persons
and may establish, maintain, support, subscribe to and
contribute to all kinds of schemes, trusts and funds for the
benefit of such persons as are hereinbefore referred to or any
of them or any class of them and so that any Director shall be
entitled to receive and retain for his own benefit any such
pension, annuity, gratuity, allowance or other benefit (whether
under any such fund or scheme or otherwise).
(ii) The Directors may establish and subsidise or subscribe to any
institutions, associations, clubs or funds calculated to be for
the benefit of or to advance the interests and well being of
the Company or of any other company as aforesaid or of any such
persons as aforesaid and make payments for or towards the
insurance of any such persons as aforesaid, and subscribe or
guarantee money for charitable or benevolent objects or for any
exhibition or for any public, general or useful object.
(iii) The Directors may do any of the matters aforesaid either above
or in conjunction with any such other company as aforesaid.
116. A Without prejudice to the provisions of Article 103(C)(vii), the
Directors shall have power to purchase and maintain insurance
for, or for the benefit of, any persons who are or were at any
time Directors, officers, employees or auditors of the Company,
or of any other undertaking which is (a) a parent undertaking
of the Company or (b) a subsidiary undertaking of the Company
or of such parent undertaking or (c) otherwise allied to or
associated with the Company or any such parent undertaking or
subsidiary undertaking or in which the Company or such parent
undertaking or subsidiary undertaking has any interest whether
directly or indirectly or who are or were at any time trustees
of any retirement benefits scheme or employees' share scheme in
which employees of the Company or of any such other undertaking
are interested, including (without prejudice to the generality
of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or
purported execution and/or discharge of their duties and/or the
exercise or purported exercise of their powers and/or otherwise
in relation to their duties, powers or offices in relation to
the Company or any such other undertaking, retirement benefits
scheme or employees' share scheme.
117. Subject to and to the extent permitted by the Statutes, the Company, or
the Directors on behalf of the Company may cause to be kept in any
territory a branch register of members resident in such territory and
the Directors may make and vary such regulations as they think fit
respecting the keeping of any such register.
118. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments and all receipts of 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 by resolution determine.
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PART V
RESERVES, DIVIDENDS AND CAPITALISATION OF PROFITS
RESERVES
119. The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at
the discretion of the Directors shall be applicable for any purpose to
which the profits of the Company may properly be applied and pending
such application may either be employed in the business of the Company
or be invested. The Directors may divide the reserve into such special
funds as they think fit and may consolidate into one fund any special
funds or any parts of any special funds into which the reserve may have
been divided. The Directors may also without placing the same to
reserve carry forward any profits. In carrying sums to reserve and in
applying the same, the Directors shall comply with the provisions of
the Statutes.
DIVIDENDS
120. Subject to the Statutes, the Company may by Ordinary Resolution declare
dividends but no such dividends shall exceed the amount recommended by
the Directors.
121. Insofar as, in the opinion of the Directors, the profits of the Company
justify such payments, the Directors may declare and pay the fixed
dividends on any class of shares carrying a fixed dividend expressed to
be payable on fixed dates on the half-yearly or other dates prescribed
for the payment thereof and may also from time to time declare and pay
interim dividends on shares of any class of such amounts and on such
dates and in respect of such periods as they think fit.
122. Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall (as
regards any shares not fully paid throughout the period in respect of
which the dividend is paid) be apportioned and paid pro rata according
to the amounts paid on the shares during any portion or portions of the
period in respect of which the dividend is paid. For the purposes of
this Article no amount paid on a share in advance of calls shall be
treated as paid on the share.
123. No dividend or other moneys payable on or in respect of a share shall
bear interest as against the Company.
124. Subject to the provisions of the Statutes, where any asset, business or
property is acquired by the Company as from a past date the profits and
losses arising therefrom as from such date may at the discretion of the
Directors in whole or in part be carried to revenue account and treated
for all purposes as profits or losses of the Company. Subject as
aforesaid, if any shares or securities are purchased cum dividend or
interest, such dividend or interest may at the discretion of the
Directors be treated as revenue and it shall not be obligatory to
capitalise the same or any part thereof.
125. (A) 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
and may further deduct from any dividend all sums of money (if
any) presently payable by a member to the Company on account of
calls or otherwise in relation to shares of the Company.
(B) 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 hereinbefore contained 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.
(C) The Directors may withhold payment of dividends payable upon
shares in respect of which the holder or other person appearing
to be interested therein for the purposes of Article 73 hereof
has failed to comply with the statutory disclosure requirements
under the terms of Article 74 provided that this restriction
shall cease to be applicable following the earlier of (i)
compliance with the statutory disclosure requirements and (ii)
transfer of the shares pursuant to an arms length sale as
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defined in Article 73(D) and any dividend monies then retained
thereon shall be paid in accordance with Article 127 hereof to
the person appearing to the Company to be entitled thereto.
126. The waiver in whole or in part of any dividend on any share by any
document (whether or not under seal) shall be effective only if such
document is signed by the holder thereof (or the person becoming
entitled to the share in consequence of the death, bankruptcy or mental
disorder of the holder or by operation of law or any other event) and
delivered to the Company and if or to the extent that the same is
accepted as such or acted upon by the Company.
127. The 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 of declaration
of such dividend shall be forfeited and shall revert to the Company.
128. (A) Subject to Part VIII of the Act the Company may upon the
recommendation of the Directors by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution
of specific assets (and in particular of paid up shares or
debentures of any other company) and the Directors shall give
effect to such resolution and where any difficulty arises in
regard to such distribution the Directors may settle the same
as they think expedient and in particular may issue fractional
certificates and fix the value for distribution of such
specific assets or any part thereof and may determine that cash
payments shall be made to any members upon the footing of the
value so fixed in order to adjust the rights of all parties and
may vest any such specific assets in trustees as may seem
expedient to the Directors.
(B) Subject to Part VIII of the Act the Company may upon the
recommendation of the Directors by Ordinary Resolution declare
that any surplus moneys in the hands of the Company
representing capital profits arising from the receipt of moneys
received or recovered in respect of or arising from the
realisation of and capital assets of the Company or any
investment representing the same and not required for the
payment or provision of any fixed dividend instead of being
applied in the purchase of other capital assets or for other
capital purposes be distributed amongst the ordinary
shareholders on the footing that they receive the same as
capital in the shares and proportions in which they would have
been entitled to receive the same if it had been distributed by
way of dividend: Provided always that no such profit as
aforesaid shall be so distributed unless there shall remain in
the hands of the Company a sufficiency of other assets to
answer in full the whole of the liabilities and paid up share
capital of the Company for the time being.
129. Any dividend or other moneys payable in cash on or in respect of a
share may be paid by cheque or warrant sent through the post to the
registered address of the member or person entitled thereto (or, if two
or more persons are registered as joint holders of the share or are
entitled thereto in consequence of the death, bankruptcy or mental
disorder of the holder or by operation of law or any other event to any
one of such persons) or to such person and such address as such member
or person or persons may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is
sent or to such person as the holder or joint holders or person or
persons entitled to the share in consequence of the death, bankruptcy
or mental disorder of the holder or by operation of law or any other
event may direct and payment of the cheque or warrant by the banker
upon whom it is drawn shall be a good discharge to the Company. Every
such cheque or warrant shall be sent at the risk of the person entitled
to have the money represented thereby.
130. If two or more persons are registered as joint holders of any share or
are entitled jointly to a share in consequence of the death, bankruptcy
or mental disorder of the holder or by operation of law or any other
event any one of them may give effectual receipts for any dividend or
other money payable or property distributable on or in respect of the
share.
131. Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in General Meeting or a resolution of the
directors, may specify that the same shall be payable to the persons
registered as the holders of such shares at the close of business on a
particular date, notwithstanding that it
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may be a date prior to that on which the resolution is passed and
thereupon the dividend shall be payable to them in accordance with
their respective holdings so registered but without prejudice to the
rights inter se in respect of such dividend of transferors and
transferees of any such shares.
SCRIP DIVIDENDS
132. Subject to approval by the Company at any Annual General Meeting the
Directors may, in respect of any dividend declared or proposed to be
declared at that Annual General Meeting or at any time prior to the
next following Annual General Meeting (and provided that an adequate
number of unissued ordinary shares are available for the purpose),
determine and announce, prior to or contemporaneously with their
announcement of the dividend in question and any related information as
to the Company's profits for such financial period or part thereof,
that ordinary shareholders will be entitled to elect to receive in lieu
of such dividend (or part thereof) an allotment of additional ordinary
shares credited as fully paid. In any such case the following
provisions shall apply:-
(A) The basis of allotment shall be determined by the Directors so
that as nearly as may be considered convenient, the value
(calculated by reference to the average quotation) of the
additional ordinary shares (including any fractional
entitlement) to be allotted in lieu of any amount of dividend
shall equal such amount. For such purpose the "average
quotation" of an ordinary share shall be the average of the
middle market quotations on The Stock Exchange as shown in the
Daily Official List on each of the first five business days on
which the ordinary shares are quoted ex the relevant dividend.
(B) The Directors shall give notice in writing to the ordinary
shareholders of the right of election accorded to them and
shall send with or following such notice forms of election and
specify the procedure to be followed and the place at which the
latest date and time by which duly completed forms of election
must be lodged in order to be effective.
(C) The dividend (or that part of the dividend in respect of which
a right of election has been accorded) shall not be payable on
ordinary shares in respect whereof the share election has been
duly exercised ("the elected ordinary shares") and in lieu
thereof additional shares shall be allotted to the holders of
the elected ordinary shares on the basis of allotment
determined as aforesaid and for such purpose the Directors
shall capitalise, out of such of the sums standing to the
credit of reserves (including any share premium account or
capital redemption reserve fund) or profit and loss account of
the Company as the directors may determine a sum equal to the
aggregate nominal amount of additional ordinary shares to be
allotted on such basis and apply the same in paying up in full
the appropriate number of unissued ordinary shares for
allotment and distribution to and amongst the holders of the
elected ordinary shares on such basis.
(D) The additional ordinary shares so allotted shall rank pari
passu in all respects with the fully paid ordinary shares then
in issue save only as regards participation in the relevant
dividend (or share election in lieu).
(E) 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 in the case of shares becoming distributable in
fractions (including provisions whereby, in whole or in part,
fractional entitlements are disregarded or rounded up 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.
(F) The Directors may on any occasion determine that rights of
election shall not be made available to any ordinary
shareholders 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 read and construed subject to such
determination.
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CAPITALISATION OF PROFITS
133. (A) The Company may, upon the recommendation of the Directors, at
any time and from time to time pass an Ordinary Resolution to
the effect that it is desirable to capitalise all or any part
of the amount for the time being standing to the credit of any
reserve or fund which is available for distribution or to the
credit of any share premium account or any capital redemption
reserve and accordingly that such amount be set free for
distribution among the members or any class of members who
would be entitled thereto if distributed by way of dividend and
in the same proportions, on the footing that the same be not
paid in cash but be applied either in or towards paying up the
amounts for the time being unpaid on any shares in the Company
held by such members respectively or in payment up in full of
unissued shares debentures or other obligations of the Company,
to be allotted and distributed credited as fully paid among
such members, or partly in one way and partly in the other and
the Board shall give effect to such resolution, provided that,
for the purposes of this Article, a share premium account and a
capital redemption reserve may be applied only in the paying up
of unissued shares to be allotted to such members credited as
fully paid.
(B) The Company may, upon the recommendation of the Directors, at
any time and from time to time pass an Ordinary Resolution to
the effect that it is desirable to capitalise all or any part
of any amount for the time being standing to the credit of the
Company's reserve accounts or to the credit of the profit and
loss account which is not available for distribution by
applying such sum in the paying up in full of unissued shares
to be allotted as fully paid shares by way of capitalisation to
the members or any class of members who would have been
entitled to that sum if it were distributed by way of dividend,
and in the same proportions, and the Directors shall give
effect to such resolution.
134. Where any difficulty arises in regard to any distribution under the
last preceding Article the Directors may settle the same as they think
expedient and in particular may issue fractional certificates or
authorise any person to sell and transfer any fractions or may resolve
that the distribution should be as nearly as may be practicable in the
correct proportion but not exactly so or may ignore fractions
altogether, and may determine that cash payments shall be made to any
members in order to adjust the rights of all parties, as may seem
expedient to the Directors. The Directors may appoint any person to
sign on behalf of the persons entitled to participate in the
distribution any contract necessary or desirable for giving effect
thereto and such appointment shall be effective and binding upon the
members.
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PART VI
GENERAL
SECRETARY
135. The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may at
any time be removed from office by the Directors, but without prejudice
to any claim for damages for breach of any contract of service between
him and the Company. If thought fit two or more persons may be
appointed as Joint Secretaries. The Directors may also appoint from
time to time on such terms as they think fit one or more Assistant
Secretaries.
136. A provision of the Statutes or these presents requiring or authorising
a thing to be done by or to a Director and the Secretary shall not be
satisfied by it being done by or to the same person acting as Director
and as, or in the place of the Secretary.
THE SEAL
137. (A) The Directors shall provide for the safe custody of the Seal
and the Securities Seal (if any) and neither shall be used
without the authority of the Directors or of a committee
authorised by the Directors in that behalf.
(B) Every instrument to which the seal shall be affixed shall be
signed autographically by one Director and the Secretary or by
two Directors save that as regards any certificates for shares
or debentures or other securities of the Company the Directors
may by resolution determine that such signatures or either of
them shall be dispensed with or affixed by some method or
system of mechanical signatures.
(C) The Securities Seal shall be used only for sealing securities
issued by the Company and documents creating or evidencing
securities so issued. Any such securities or documents sealed
with the Securities Seal shall not require to be signed.
138. The Company may exercise the powers conferred by the Statutes with
regard to having an official seal for use abroad and such powers shall
be vested in the Directors.
AUTHENTICATION OF DOCUMENTS
139. 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 or any committee 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 if any books, records, documents or accounts are
elsewhere than at the office the local manager or other officer of the
company having the custody thereof shall be deemed to be a person
appointed by the Directors as aforesaid. A document purporting to be a
copy of a resolution, or an extract from the minutes of a meeting, of
the Company or of the Directors or any committee which is certified as
aforesaid shall be conclusive evidence in favour of all persons dealing
with the Company upon the faith thereof that such resolution has been
duly passed or, as the case may be, that such minute or extract is a
true and accurate record of proceedings at a duly constituted meeting.
ACCOUNTS
140. Once at least in every year the Directors shall lay before the Company
in General Meeting a profit and loss account giving a true and fair
view of the profit or loss of the Company for the financial year to
which it relates and a balance sheet giving a true and fair view of the
state of affairs of the Company as at the date to which the profit and
loss account is made up being a date not more than seven months before
the date of the meeting. If the Company shall be a holding company as
defined by the Statutes there shall with the said profit loss account
and balance sheet also (except insofar as the Statutes otherwise
permit) be laid before the Company in General Meeting a consolidated
balance sheet dealing with the state of affairs at the end of the
financial year of the Company and its then subsidiaries. The Directors
shall in preparing
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every such profit and loss account and balance sheet and consolidated
profit and loss account be and consolidated balance sheet have regard
to the provisions of the Statutes applicable thereto.
141. Every such balance sheet, profit and loss account, consolidated balance
sheet and consolidated profit and loss account, shall be signed in such
manner as may be required by the Statute. There shall also be attached
to the balance sheet a report by the Directors with respect to such
matters as are by the Statute required to be dealt with therein.
142. (A) Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be
kept at the office, or at such other place as the Directors
think fit, and shall always be open to inspection by the
officers of the Company. Subject as aforesaid no member of the
Company or other person shall have any right of inspecting any
account or book or document of the Company except as conferred
by statute or as ordered by a court of competent jurisdiction
or as authorised by the Directors or the Company in General
Meeting.
(B) Save as may be necessary for complying with the provisions of
the Statutes or as the Company may by Extraordinary Resolution
otherwise resolve, the Directors shall not be bound to publish
any list or particulars of the securities or investments held
by the Company nor to give any information with reference to
the same to any member.
143. A printed copy of the directors report and of every balance sheet and
profit and loss account which is to be laid before a General Meeting of
the Company (including every document required by law to be comprised
therein or attached or annexed thereto) shall not less than twenty-one
days before the date of the meeting be delivered or sent to every
member of and every holder of debentures of, the Company and to every
other person who is entitled to receive notice of meetings from the
Company under the provisions of the Statutes or of these presents.
Provided that this Article shall not require a copy of these documents
to be sent to more than one of joint holders or to any person of whose
address the Company is not aware, but any member or holder of
debentures to whom a copy of these documents has not been sent shall be
entitled to receive a copy free of charge on application at the Office.
If all or any of the shares or debentures of the Company shall for the
time being be listed on The Stock Exchange, there shall be forwarded to
the appropriate officer of The Stock Exchange such number of copies of
such documents as may for the time being be required under its
regulations or practice.
AUDITORS
144. (A) Auditors shall be appointed and their duties regulated in
accordance with the provisions of the Statutes.
(B) 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 or subsequently became disqualified.
145. An 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
146. Any notice or document (including a share certificate) may be served on
or delivered to any member by the Company either personally or by
sending it through the post in a prepaid cover addressed to such member
at his registered address, or (if he has no registered address within
the United Kingdom) to the address, if any, within the United Kingdom
supplied by him to the Company as his address for the service of
notices, or by delivering it to such address addressed as aforesaid
(except in the case of a share certificate and only when the member has
agreed to the sending of notices or other documents by Electronic
Communication) by any other form of Electronic Communication (including
but not limited to e-mail) sent to an electronic address given by the
member to the Company for the purposes of delivering such notice or
other document; or (subject to and in accordance with the provisions of
Article 47) by
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publishing such notice or other document on a website. In the case of a
member registered on a branch register any such notice or document may
be posted either in the United Kingdom or in the territory in which
such branch register is maintained. Where a notice or other document is
served or sent by post, service or delivery shall be deemed to be
effected at the expiration of twenty-four hours (or, where second class
mail is employed, forty-eight hours) after the time when the cover
containing the same is posted and in proving such service or delivery
it shall be sufficient to prove that such cover was properly addressed,
stamped and posted. Where a notice or other document is given by any
other form of Electronic Communication it shall be deemed to be served
or delivered 48 hours after the Electronic Communication was sent and,
in proving such service, it shall be sufficient to produce a
confirmation setting out either the total number of recipients sent to
or each recipient to whom the message was sent or if given by
publishing such notice or other document on a website in accordance
with the provisions of this Article shall be deemed to be served or
delivered when the notice required by this Article however sent, shall
be deemed to be served in accordance with the provisions of this
Article 145.
147. Subject to the provisions of the Act, a notice or other document may be
served on, or delivered to, a member by the Company publishing such
notice or other document on a website to which such member has access,
provided that:
(1) the Company and the relevant member have agreed that, instead
of the Company sending notices or other documents to the
member, such member will access them on a website;
(2) the notice or other document actually published on the website
is a notice or document to which the agreement referred to in
Article 146 (1) applies;
(3) the member is notified, in a manner for the time being agreed
for the purpose between the member and the Company and in
accordance with the provisions of the Act; of
(i) the publication of the notice or other document on a
website;
(ii) the address of that website;
(iii) the place on such website where the notice or other
document may be accessed and how it may be accessed; and
(iv) the period of time for which the documents will be
available on the website, which (in the case of a notice
of a meeting and accompanying documents) must be for a
period of not less than 21 days from the date of
notification or, if later, until the conclusion of any
general meeting to which the documents relate; and
(4) the notice or other document is published on that website
throughout the period referred to in Article 146 (3) (iv).
However, if the documents are published on that website for a
part but not all of such period, the notice or document will be
treated as published throughout that period if the failure to
publish the notice or other document throughout the period is
attributable to circumstances which it would not be reasonable
to have expected the Company to prevent or avoid.
148. Anyone can serve any summons, notice, order or other document on the
Company or any officer of the Company:
(i) by posting it in a letter (with postage paid) to the Company or
any officer of the Company at the office;
(ii) by delivering it to that address; or
in any other manner prescribed by these presents for the serving of
notice on, or the delivery of documents to, a member by the Company, or
as may from time to time be agreed between the Company and the person
so serving any such document as an effective manner of service.
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149. Any notice given to that one of the joint holders of a share whose name
stands first in the Register or Members in respect of the share shall
be sufficient notice to all the joint holders in their capacity as
such. For such purposes a joint holder having no registered address in
the United Kingdom and not having supplied an address in the United
Kingdom for the service of notices shall be disregarded.
150. A person entitled to a share in consequence of the death, bankruptcy or
mental disorder of a member or by operation of law or any other event,
upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share and upon supplying
also an address within the United Kingdom for the service of notices,
shall be entitled to have served upon or delivered to him at such
address any notice or document to which the member but for his death or
bankruptcy would be entitled and such service or delivery shall for all
purposes be deemed a sufficient service or delivery of such notice or
document on all persons interested (whether jointly with or as claiming
through or under him) in the share. Save as aforesaid any notice or
document delivered or sent by post to or left at the address of any
member in pursuance of these presents shall, notwithstanding that such
member be then dead or bankrupt or in liquidation and whether or not
the Company have notice of his death or bankruptcy or liquidation, be
deemed to have been duly served or delivered in respect of any share
registered in the name of such member as sole or first-named joint
holder.
151. A member who (having no registered address within the United Kingdom)
has not supplied to the Company an address within the United Kingdom
for the service of notices shall not be entitled to receive notices
from the Company.
152. If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable effectively to
convene a General Meeting by notices sent through the post, a General
Meeting may be convened by a notice advertised on the date the notice
was to have been so sent in at least two leading national daily
newspapers and such notice shall be deemed to have been 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 forty-eight hours prior to the meeting
the posting of notices to addresses throughout the United Kingdom again
becomes practicable.
153. Nothing in any of the preceding five Articles shall affect any
requirement of the Statutes that any particular offer, notice or other
document be served in any particular manner.
154. Every person who by operation of law, transfer or other means shall
have become entitled to any share shall be bound by every notice in
respect of such share which, previously to his name and address being
entered in the Register of Members shall have been duly given to the
person from whom he derives his title to such share other than notice
given under Article 73 or under the provisions of section 212 of the
Act.
MINUTES
155. The Directors shall cause minutes to be made of the following matters,
namely:-
(i) of all appointments of officers and Committees made by the
Directors and of their salary or remuneration;
(ii) of the names of Directors present at every meeting of the Board
or of Committees of Directors and all business transacted at
such meetings; and
(iii) of all orders, resolutions and proceedings of all General
Meetings and of the Directors and Committees of Directors.
Any such minute as aforesaid, if purporting to be signed by the
Chairman of the meeting at which the proceedings were held or by the
Chairman of the next succeeding meeting, shall be receivable as prima
facie evidence of the matters stated in such minutes without any
further proof.
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156. The Company shall keep and make available for inspection:-
(i) as required by section 318 of the Act copies and/or memoranda
of the Directors' service contracts;
(ii) as required by section 325 of the Act a register of the
Directors' interests in shares or debentures of the Company or
any other body corporate being the Company's subsidiary or
holding company or a subsidiary of the Company's holding
company, which register shall be produced and remain open at
each Annual General Meeting;
(iii) all such registers and reports as the Company is required to
keep under Part VI of the Act; and
(iv) as required by section 401 of the Act a register of all
mortgages and charges affecting the property of the Company.
UNTRACED MEMBERS
157. (A) The Company shall be entitled to sell (in such manner and for
such price as the Directors think fit) the shares of a member
or the shares to which a person is entitled by virtue of
transmission on death or bankruptcy if and provided that the
following conditions are satisfied:-
(i) for a period of twelve years, being a period during
which at least 3 dividends in respect of the shares in
question have become payable, 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 stock or debenture or loan
stock at his address on the Register or 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; and
(ii) the Company has at the expiration of the said period of
twelve years given notice by advertisement in both a
national daily newspaper and in a newspaper circulating
in the area in which the address referred to in
paragraph A(i) of this Article is located of its
intention to sell such share, stock or debenture or loan
stock; and
(iii) the Company has not during the further period of three
months following the publication of the said
advertisements or following the later publication if the
two advertisements are published on different dates and
prior to the exercise of the power of sale received any
communication from the member or person entitled by
transmission; and
(iv) the Company has given notice in writing to the
Quotations Department of The Stock Exchange of its
intention to sell such share, stock or debenture or loan
stock.
(B) To give effect to any such sale the Company may appoint any
person on to execute as transferor an instrument of transfer of
such shares or any of them and such instrument of transfer
shall be as effective as if it had been executed by the
registered holder of or person entitled by transmission to such
shares and the title of the transferee shall not be affected by
any irregularity or invalidity in the proceedings relating
thereto. The Company shall be obliged to account to the former
member or other person previously entitled for the net proceeds
of sale by carrying such proceeds to a separate account which
shall be a permanent debt of the Company and the Company shall
be deemed to be a debtor for such amount and not a trustee in
respect of the debt for such former member or person and shall
enter the name of such former member or other person in the
books of the Company as a creditor for such amount. No trust
shall be created in respect of the debt, no interest shall be
payable in respect of the same and the Company shall not be
required to account for any money earned on the net proceeds,
which may be employed in the business of the Company or
invested in such investments (other than shares of the Company
or its holding company if any) as the Directors may from time
to time think fit.
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WINDING-UP
158. The Directors shall have power in the name and on behalf of the Company
to present a petition to the Court for the Company to be wound up.
159. If the Company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the court) the Liquidator may, with the
authority of an Extraordinary Resolution and subject to any provision
sanctioned in accordance with the provisions of the Act, divide among
the members in specie or kind the whole or any part of the assets of
the Company and whether or not the assets shall consist of property of
one kind or shall consist of properties of different kinds, and may for
such purpose set such a value as he deems fair upon any one or more
class or classes of property and may determine how such division shall
be carried out as between the members or different classes of members.
The Liquidator may, with the like authority, vest any part of the
assets in trustees upon such trusts for the benefit of members as the
Liquidator with the like authority shall think fit, and the liquidation
of the Company may be closed and the Company dissolved, but so that no
contributory shall be compelled to accept any shares or other property
in respect of which there is a liability. The Liquidator may make any
provision referred to in, and sanctioned in accordance with, the
provisions of Section 719 of the Act.
160. The power of sale of a liquidator shall include a power to sell wholly
or partially for shares as debentures or other obligations of another
company, either then already constituted or about to be constituted for
the purpose of carrying out the sale.
161. If the Company shall be wound up, the surplus assets remaining after
payment of all creditors shall be divided among the members in
proportion to the capital which at the commencement of the winding up
is paid up or ought to have been paid up on the shares held by them
respectively and if such surplus assets shall be insufficient to repay
the whole of the paid-up capital, they shall be distributed so that, as
nearly as may be the losses shall be borne by the members in proportion
to the capital paid up or which ought to have been paid up, at the
commencement of the winding up on the shares held by them respectively.
But this Article is to be subject to the rights attached to any shares
which may be issued on special terms or conditions.
INDEMNITY
162. Subject to the provisions of and so far as may be permitted by the
Statutes, every 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 including
any liability incurred by him in defending any proceedings, civil or
criminal, which relate to anything done or omitted or alleged to have
been done or omitted by him as an officer or employee of the Company
and in which judgment is given in his favour (or the proceedings
otherwise disposed of without any finding or admission of any material
breach of duty on his part) or in which he is acquitted or in
connection with any application under any statute for relief from
liability in respect of any such act or omission in which relief is
granted by the court.
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Names and addresses of Subscribers
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1. For and on behalf of
Instant Companies Limited
2 Baches Street
London N1 6UB
2. For and on behalf of
Swift Incorporations
Limited
2 Baches Street
London N1 6UB
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Dated this 2nd day of May 1990
Witness to the above Signatures:- Terry Jayne
2 Baches Street
London N1 6UB
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