EXHIBIT 3.2
PUBLIC COMPANY LIMITED BY SHARES
BIOPROGRESS PLC
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MEMORANDUM OF ASSOCIATION
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2 Serjeants' Inn, London EC4Y 1LT
Tel: 020 7583 5353 Fax: 020 7353 3683
THE COMPANIES ACTS 1985 AND 1989
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PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
BIOPROGRESS PLC
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1. The name of the Company is "BIOPROGRESS PLC".
2. The Company is to be a public company.
3. The registered office of the Company will be situate in England.
4. The objects for which the Company is established are:-
4.1 to carry on all or any of the businesses of a holding and
investment company and for that purpose to acquire by purchase,
lease, concession, grant, subscription, licence or otherwise and
hold for the purpose of investment any freehold, leasehold or
other property for any estate or interest whatsoever, stocks,
shares, debentures, debenture stock, businesses, options, rights,
privileges, bonds, notes, obligations and securities of any
government, state or authority or any public or private company,
corporate or unincorporate as the Company shall deem fit and
generally to manage, develop, lease, sell or dispose of the same
and to vary any of the investments of the Company, to act as
trustees of any deeds constituting or securing any debentures,
debenture stock or other securities or obligations;
4.2 to carry on any other trade or business whatever which may seem
to the Company capable of being carried on conveniently or
advantageously in connection with or ancillary to any of the
above objects;
4.3 to vary the investments of the Company and invest the moneys of
the Company not immediately required in such property or
securities and in such manner as may from time to time be
determined;
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4.4 to purchase or by any other means acquire any property for any
estate or interest whatever, and any rights, privileges or
easements over or in respect of any property, and any buildings,
works, structures, roads, plant, machinery, vessels, tools or
equipment and any real or personal property or rights whatsoever
therein which may be necessary for, or may be conveniently used
with, or may enhance the value of, any other property of the
Company;
4.5 to erect, construct, maintain, alter, enlarge, pull down and
remove or replace any buildings, works, roads, or other
structures;
4.6 to purchase or otherwise acquire, take over, and undertake the
whole or any part of the business and assets of any person, firm,
or company carrying on or proposing to carry on any of the
businesses which the Company is authorised to carry on, and as
part of the consideration for such acquisition to undertake all
or any of the liabilities of such person, firm, or company, or to
acquire an interest in, amalgamate with, or enter into investment
projects or arrangements for co-operation or mutual assistance
with any such person, firm or company, and to give or accept, by
way of consideration for any of the acts or things aforesaid or
property acquired, any shares or other securities and to hold and
retain, or sell, mortgage and deal with, any shares or other
securities so received;
4.7 to 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, licences, trade marks,
designs, protections, and concessions, and to 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
and testing and in improving or seeking to improve any patents,
inventions, or rights which the Company may acquire or propose to
acquire;
4.8 to exercise, improve, manage, cultivate, develop, exchange, let
on lease or otherwise, mortgage, charge, sell, dispose of, turn
to account, grant rights and privileges in respect of or enforce
all or any part of the property and rights of the Company;
4.9 to give credit to or to become surety or guarantor for any person
or company, and to give all descriptions of guarantees and
indemnities and, either with or without the Company receiving any
consideration, to guarantee or otherwise secure (with
2
or without a mortgage or charge on all or any part of the
undertaking, property and assets, present and future, and the
uncalled capital of the Company) the performance of the
obligations, and the payment of the capital or principal of, and
dividends or interest on, any stocks, shares, debentures,
debenture stock, notes, bonds or other securities, of any person,
authority (whether supreme, local, municipal or otherwise) or
company, including (without prejudice to the generality of the
foregoing) any company which is for the time being the Company's
holding company or a subsidiary undertaking of the Company's
holding company or of the Company or any other company associated
with the Company in business; the expressions "holding company"
and "subsidiary undertaking" shall, when used in this Memorandum
of Association have the same meanings as in the Companies Act
1985;
4.10 to advance, deposit or lend money, securities and property to or
with such persons or companies on such terms with or without
security upon such property, rights and assets as may seem
expedient, to undertake the provision of hire purchase and credit
sale finance and to act as factors;
4.11 to borrow or raise money in such manner as the Company shall
think fit, and in particular by the issue of debentures or
debenture stock, and to secure the repayment of any money
borrowed, raised, or owing, by mortgage, charge, or lien, upon
the whole or any part of the Company's property or assets
(whether present or future), including its uncalled capital, and
also by a similar mortgage, charge, or lien to secure and
guarantee the performance by the Company of any obligation or
liability it may undertake;
4.12 to draw, make, accept, endorse, discount, execute, and issue
promissory notes, bills of exchange, bills of lading, warrants,
and other negotiable, transferable or mercantile instruments;
4.13 to apply for, promote, and obtain any Act of Parliament or any
consent or licence of any governmental, municipal or other
authority for enabling the Company to carry any of its objects
into effect, or for any purpose which may seem expedient, and to
oppose any proceedings or applications which may seem calculated
directly or indirectly to prejudice the Company's interests;
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4.14 to enter into any arrangements with any governments or
authorities or any companies, firms, or persons that may seem
conducive to the attainment of the Company's objects or any of
them, and to obtain from any such government, authority, company,
firm or person any charters, contracts, decrees, rights,
privileges, and concessions and to carry out, exercise, and
comply with any such charters, contracts, decrees, rights,
privileges and concessions;
4.15 to act as agents or brokers and as trustees for any person, firm
or company, and to undertake and perform sub-contracts, and also
to act in any of the businesses of the Company through or by
means of agents, brokers, sub-contractors, or others;
4.16 to remunerate any person, firm or company rendering services to
the Company, either by cash payment or by the allotment to him or
them of shares or securities of the Company credited as paid up
in full or in part or otherwise as may be thought expedient;
4.17 to support and subscribe to any charitable or public object, and
any institution, society, or club which may be for the benefit of
the Company or its officers or employees, or the officers or
employees of any subsidiary undertaking or associated company or
which may be connected with any town or other place where the
Company holds investments; to give or award pensions, annuities,
gratuities, and superannuation or other allowances or benefits or
charitable aid for any persons who are or have been officers of,
or who are or have been employed by, or are serving or have
served, the Company, and to the wives, widows, children and other
relatives and dependants of such persons; to make payments
towards insurance; and to set up, establish, support and maintain
superannuation and other funds or schemes for the benefit of any
of such persons and of their wives, widows, children and other
relatives and dependants;
4.18 to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers or
employees or auditors of the Company, or of any other company
which is its holding company or in which the Company or such
holding company has any interest whether direct or indirect or
which is in any way allied to or associated with the Company or
of any subsidiary undertaking of the Company or of any such other
company, or who are or were at any time trustees of any pension
fund in which any employees of the Company or
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of any such other company or subsidiary 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 in
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 company, subsidiary
undertaking or pension fund and to such extent as may be
permitted by law otherwise to indemnify or to exempt any such
person against or from any such liability;
4.19 to promote any other company for the purpose of acquiring the
whole or any part of the business or property and undertaking or
any of the liabilities of the Company, or of undertaking any
business or operations which may appear likely to assist or
benefit the Company or to enhance the value of any property or
business of the Company, and to place or guarantee the placing
of, underwrite, subscribe for, or otherwise acquire all or any
part of the shares or securities of any such company as
aforesaid;
4.20 subject to Clause 4.1 hereof to sell or otherwise dispose of the
whole or any part of the business or property of the Company,
either together or in portions, for such consideration as the
Company may think fit, and in particular for shares, debentures,
or other securities of any other company;
4.21 to distribute among the members of the Company in kind any
property of the Company, and in particular any shares,
debentures, or securities of other companies belonging to the
Company or of which the Company may have the power of disposing;
4.22 to pay all or any expenses incurred in connection with the
promotion, formation, and incorporation of the Company, or to
contract with any person, firm or company to pay the same, and to
pay commissions to brokers and others for underwriting, placing,
selling or guaranteeing the subscriptions of any shares,
debentures, debenture stock or other securities of the Company;
4.23 to procure the Company to be registered or recognised in any part
of the world;
4.24 to do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of them.
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It is hereby expressly declared that the objects specified in
each sub-clause of this clause shall be regarded as independent
objects and accordingly shall be in no way limited or restricted
(except when otherwise expressed in such sub-clause) by reference
to or inference from the terms of any other sub-clause, or the
name of the Company, and none of the sub-clauses shall be deemed
merely subsidiary or auxillary to the objects mentioned in the
first sub-clause but may be carried out and construed in as wide
a sense as if each of the said sub-clauses defined the objects of
a separate and distinct company.
5. The liability of the members is limited.
6. The share capital of the Company is (pound)1,000,850 divided into
100,000,000 Ordinary Shares of 1p each, 80,000 4 per cent.
convertible redeemable non-voting preference shares of 0.5p each
and 90,000 4 per cent. redeemable non-voting preference shares of
0.5p each and with power to increase the capital and to
consolidate and sub-divide the same. The shares in the original
or increased capital may be divided into several classes and
there may be attached thereto respectively any preferential,
deferred or other special rights, privileges, conditions or
restrictions as to dividends, capital, redemption, voting or
otherwise.
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WE, the several persons whose names and addresses are subscribed are desirous of
being formed into a Company in pursuance of this Memorandum of Association, and
we respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.
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NAMES AND ADDRESSES OF SUBSCRIBERS Number of Ordinary Shares
taken by each Subscriber
1. /s/ Barry John Muncaster One
2. /s/ Robert Graham Mason Hind One
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Total Shares taken Two
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DATED this 12th day of December, 2002
WITNESS to the above Signatures:-
/s/ Elizabeth Edwards
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The Companies Acts 1985 and 1989
ARTICLES OF ASSOCIATION
OF
BIOPROGRESS PLC
Incorporated 13th December 2002
Company Number: 4617139
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ARTICLES OF ASSOCIATION
PUBLIC COMPANY LIMITED BY SHARES
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2 Serjeants' Inn, London EC4Y 1LT
Tel: 020 7583 5353 Fax: 020 7353 3683
INDEX
ARTICLE NO
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PRELIMINARY
Table A 1
Interpretation 2
SHARE CAPITAL
Ordinary shares 3
Convertible Preference shares 3A
Redeemable Preference shares 3B
Variation of class rights 4
"Non-voting" and "limited voting" shares 5
ALTERATION OF SHARE CAPITAL
Increase, consolidation, cancellation and sub-division 6
Fractions 7
Reduction of capital 8
Purchase of own shares 9
SHARES
Trusts not recognised 10
Power to attach rights and issue redeemable shares 11
Allotment 12
Commissions 13
Renunciation 14
SHARE CERTIFICATES
Right to share certificates 15
Replacement certificates 16
CALLS ON SHARES
Calls 17
Interest on calls 18
Amounts treated as calls 19
Power to differentiate 20
Payment in advance 21
FORFEITURE AND LIEN
Notice if call not paid 22
ARTICLE NO
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Forfeiture for non-compliance and notice after forfeiture 23
Disposal of forfeited shares 24
Arrears to be paid notwithstanding forfeiture 25
Extinction of rights 26
Lien on shares not fully paid 27
Enforcement of lien 28
Proceeds of sale 29
Disposal of shares 30
TRANSFER OF SHARES
Form of transfer 31
Suspension of registration of transfers 32
Refusal of registration of transfers 33
Retention of instruments of transfer 34
Fees on registration 35
TRANSMISSION OF SHARES
Death 36
Election 37
Rights on death or bankruptcy 38
SHARE WARRANTS 39
GENERAL MEETINGS
Annual general meeting 40
Convening an extraordinary general meeting 41
Notice of general meetings 42
Special business 43
PROCEEDINGS AT GENERAL MEETINGS
Chairman 44
Quorum 45
Procedure if quorum not present 46
Power to adjourn 47
Business at adjourned meeting 48
Notice of adjourned meeting 49
Accommodation of members at meeting 50
Amendment to resolutions 51
Method of voting 52
Procedure on a poll 53
Casting vote 54
Votes of members 55
Restriction on voting rights 56
Notice under section 212 57
ARTICLE NO
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Admissibility of votes and errors in voting 58
Voting by proxy 59
Deposit of proxy 60
Body corporate acting by representatives 61
Members' written resolutions 62
Class meetings 63
DIRECTORS
Number of directors 64
No share qualification 65
DIRECTORS' REMUNERATION AND EXPENSES
Directors' fees 66
Remuneration of executive director 67
Expenses 68
DIRECTORS' INTERESTS
Directors' pensions and other benefits 69
Power to purchase insurance 70
Directors' interests in offices/arrangements 71
Exercise of voting power 72
EXECUTIVE DIRECTORS
Appointment of executive directors 73
Powers of executive directors 74
APPOINTMENT AND RETIREMENT OF DIRECTORS
No retirement by reason of age 75
Vacation of office by Director 76
Retirement by rotation 77
Directors to retire 78
Deemed re-election 79
Position of retiring Director 80
Appointment of two or more Directors 81
Eligibility of new Directors 82
Removal by company 83
Power of the company to appoint Directors 84
Power to the directors to appoint Directors 85
ALTERNATE DIRECTORS 86
ASSOCIATE DIRECTORS 87
ARTICLE NO
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MEETINGS AND PROCEEDINGS OF DIRECTORS
Meetings of Directors 88
Quorum 89
Voting 90
Limitations on voting of interested Directors 91
Powers of directors if below minimum number 92
Chairman 93
Resolutions in writing 94
Participation by telephone 95
Delegation to committees 96
Proceedings of committees 97
Validity of proceedings of directors and committees 98
BORROWING POWERS 99
POWERS OF DIRECTORS
General powers of Directors 100
Local management 101
Power of attorney 102
SECRETARY 103
SEAL AND EXECUTION OF DEEDS 104
AUTHENTICATION OF DOCUMENTS 105
RESERVES 106
DIVIDENDS
Declaration of dividends 107
Fixed and interim dividends 108
Interim dividends 109
Entitlement to dividends 110
Profits available for distribution 111
Dividends bear no interest 112
Calls or debts may be deducted from dividends 113
Retention of dividend 114
Withholding of dividend on transmission 115
Waiver of dividend 116
Unclaimed dividends 117
Uncashed dividends 118
Payment of dividends in specie 119
Method of payment of dividends 120
Receipt of dividends 121
Record date for dividends 122
ARTICLE NO
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CAPITALISATION OF PROFITS AND RESERVES 123
PAYMENT OF SCRIP DIVIDENDS 124
ACCOUNTS 125
AUDITORS 126
NOTICES
Service of notice on members 127
Notice in case of death or bankruptcy or mental disorder 128
Notice by advertisement 129
Notice binding on transferees etc 130
UNTRACED SHAREHOLDERS 131
MINUTES 132
WINDING UP 133
DESTRUCTION OF DOCUMENTS 134
INDEMNITY 135
The Companies Acts 1985 and 1989
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PUBLIC COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
BIOPROGRESS PLC
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PRELIMINARY
1 TABLE A
Neither the Regulations contained in Table A in the Companies (Tables
A to F) Regulations 1985 or in any Table A applicable to the company
under any former enactment relating to companies nor regulations set
out in any statute, statutory instrument or other subordinate
legislation made under any statute concerning companies shall apply to
the company.
2 INTERPRETATION
In these Articles (if not inconsistent with the subject or context)
the words and expressions set out below shall bear the following
respective meanings:-
"ACT" means the Companies Act 1985 as amended by the Companies Act
1989;
"ARTICLES" means these articles of association as from time to time
altered by special resolution;
"AUDITORS" means the auditors of the company for the time being;
"CLEAR DAYS" means that period, in relation to a period of notice,
excluding the day when the notice is given or deemed to be given and
the day for which it is given or on which it is to take effect;
"CONVERTIBLE PREFERENCE SHARES" means the 4 per cent. convertible
redeemable non-voting preference shares of 0.5p each in the capital of
the Company from time to time in issue, the rights and restrictions in
respect of which are set out in Article 3A;
"DIRECTOR" means a director of the company from time to time;
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"DIRECTORS" means the directors from time to time of the company or
the directors present or deemed to be present at a duly convened
meeting of the directors at which a quorum is present;
"IN WRITING" and "WRITTEN" means written or reproduced by any
substitute for writing or partly one and partly another;
"INTEREST" means interest (calculated on a day to day basis and
compounded with quarterly rests) of 2 per cent. above the base lending
rate of Barclays Bank plc from time to time;
"LONDON STOCK EXCHANGE" means London Stock Exchange plc;
"MEMBER" means a member of the company or a member of a committee of
the Directors as the context requires;
"MONTH" means calendar month;
"OFFICE" means the registered office of the company for the time
being;
"PAID" means paid or credited as paid;
"RECOGNISED INVESTMENT EXCHANGE" an investment exchange as defined by
section 285 of the Financial Services and Markets Act 2000;
"REDEEMABLE PREFERENCE SHARES" means the 4 per cent. redeemable
non-voting preference shares of 0.5p each in the capital of the
company from time to time in issue, the rights and restrictions in
respect of which are set out in Article 3B;
"REGISTER" means the register of members of the company kept pursuant
to section 352 of the Act;
"SEAL" means the common seal of the company;
"SECRETARY" means the secretary of the company for the time being or
any other person appointed to perform the duties of the secretary of
the company, including a joint, assistant or deputy secretary;
"SECURITIES SEAL" means an official seal kept by the company by virtue
of section 40 of the Act;
"STATUTES" means the Act and every other act, order, regulation or
other subordinate legislation made pursuant thereto for the time being
in force concerning or affecting companies and affecting the company;
"STOCK EXCHANGE NOMINEE COMPANY" a company formed by a member of
2
the London Stock Exchange solely to hold assets as a nominee for
others regulated by the rules of the London Stock Exchange;
"TRANSFER OFFICE" means the place where the Register is situate for
the time being;
"UK LISTING AUTHORITY" the Financial Services Authority acting in its
capacity as competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
"UNITED KINGDOM" means Great Britain and Northern Ireland; and
"YEAR" means calendar year.
Words importing the masculine gender include the feminine gender.
Words importing persons include bodies corporate and unincorporated
associations. Words importing the singular shall, where the context so
permits, include a reference to the plural and vice versa.
Subject as aforesaid any words or expressions defined in the Act shall
(if not inconsistent with the subject or context) bear the same
meaning in these Articles.
Reference to any act, statute or statutory provision shall include any
statutory modification, amendment or re-enactment thereof and every
other act, order, regulation or other subordinate legislation made
pursuant thereto from time to time in force.
A special or extraordinary resolution shall be effective for any
purpose for which an ordinary resolution is expressed to be required
under any provision of these Articles and a special resolution shall
be effective for any purpose for which an extraordinary resolution is
expressed to be required under any provision of these Articles.
The headings are inserted for convenience only and shall not affect
the construction of these Articles.
SHARE CAPITAL
3 ORDINARY SHARES
The authorised share capital of the company at the date of the
adoption of these Articles is (pound)1,000,850 divided into
100,000,000 ordinary shares of 1p each, 80,000 4 per cent. convertible
redeemable non-voting preference shares
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of 0.5p each and 90,000 4 per cent. redeemable non-voting preference
shares of 0.5p each.
3A CONVERTIBLE PREFERENCE SHARES
The special rights and restrictions applicable to the Convertible
Preference Shares are set out in this article 3A.
3A.1 DIVIDENDS AND INCOME
3A.1.1 The company shall, in priority to any payment of dividend to the
holders of all other shares in the capital of the company, pay to the
holders of the Convertible Preference Shares out of the profits
available for distribution in respect of each financial year of the
company to 31 March 2004 a fixed cumulative preferential dividend
("CONVERTIBLE PREFERENCE DIVIDEND") at the rate of 4 per cent. per
annum on the nominal amount of each Convertible Preference Share
together with any premium from time to time paid up thereon together
with a certificate for any related tax credit.
3A.1.2 The Convertible Preference Dividend shall accrue on a daily basis from
the day on which each Convertible Preference Share is issued and shall
be payable quarterly in arrear in 4 equal instalments on 31 March, 30
June, 30 September and 31 December (or, if any such relevant date is a
Saturday, Sunday or public holiday in England on the first subsequent
business day) in every year (each individually the "DIVIDEND DATE").
3A.1.3 The first Convertible Preference Dividend payment shall be made on 30
June 2003 in respect of the period from the date of issue to 31 March
2003.
3A.1.4 Unless the company is prohibited, whether by reason of any principle
of law or otherwise, the Convertible Preference Dividend shall
(notwithstanding any provision of these articles and, notwithstanding
that there has not been any resolution of the directors or of the
company in general meeting) be paid immediately on the relevant
Dividend Date and if not then paid shall be a debt due by the company
which shall bear Interest with effect from the relevant Dividend Date
and shall be paid first as to such Interest and secondly as to such
Convertible Preference Dividend as soon as the company is lawfully
able to make such payment and no dividend shall be proposed, declared
or paid on any other class of share in the capital of the company, nor
any other return of
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capital made whether by redemption or otherwise, unless and until all
arrears of the relevant Convertible Preference Dividend have been
paid.
3A.1.5 The holders of the Convertible Preference Shares shall not be entitled
to any further right of participation in the profits or income of the
company.
3A.2 CAPITAL
Subject to the provisions of these articles, on a return of capital on
a winding up or otherwise (other than on conversion, redemption or
purchase by the company of its own shares in accordance with these
articles) the assets of the company available for distribution to its
members shall be applied in paying to the holders of Convertible
Preference Shares, in priority to any payment to the holders of all
other shares in the capital of the company (other than any Further
Preference Shares referred to in article 3A.8):-
3A.2.1 first, a sum equal to all arrears of the Convertible Preference
Dividend calculated down to and including the date of the commencement
of the winding up (in the case of winding up) or of the return of
capital (in any other case); and
3A.2.2 secondly, a sum equal to the nominal amount together with any premium
paid up on the Convertible Preference Shares.
3A.3 VOTING
3A.3.1 The holders of the Convertible Preference Shares shall have the right
to receive notice of and attend all general meetings of the company
but shall not have the right to speak or vote at a general meeting of
the company.
3A.4 CONVERSION
3A.4.1 Subject to the following provisions of these articles, each holder of
Convertible Preference Shares shall be entitled at the times and in
the manner set out in this article 3A.4 to convert all or any of his
Convertible Preference Shares into fully paid Ordinary Shares on the
basis 1 Ordinary Share for every 1p in nominal amount of Convertible
Preference Shares so converted and so in proportion for any greater or
lesser nominal amount of Convertible Preference Shares (such rate as
adjusted from time to time as provided in article 3A.4.14 being the
"CONVERSION RATE").
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3A.4.2 For the purposes of this article 32A.4 a "CONVERSION DATE" shall
(except where articles 3A.4.13 or 3A.6.2 apply) be the date not being
later than 31 December 2003 ("LAST CONVERSION DATE") 14 days (or such
shorter period as may be agreed between the holder of any Convertible
Preference Shares and the company) following the giving of a
Conversion Notice by the holder of any Convertible Preference Shares
at his option.
3A.4.3 The right to convert shall be exercisable on any Conversion Date by
completing a notice in such form as may from time to time be
prescribed by the Directors ("CONVERSION NOTICE") and delivering the
same to the secretary from time to time of the company not less than
14 days and not more than 28 days before the Conversion Date (or where
articles 3A.4.13 or 3A.6.2 apply during the relevant period specified
in such article) (such period being called a "CONVERSION PERIOD")
together with such other evidence (if any) as the Directors may
reasonably require to prove the title and claim of a person exercising
such right to convert (including an indemnity in respect of any lost
or damaged share certificate). A Conversion Notice once given may not
be withdrawn without the consent in writing of the company.
3A.4.4 Conversion of such Convertible Preference Shares as are due to be
converted on any Conversion Date ("RELEVANT SHARES") shall be effected
in accordance with the following provisions of this article 3A.4 or in
such other manner as may be permitted from time to time by the
Statutes.
3A.4.5 Subject to the Statutes and the provisions of these articles, the
Directors may determine to effect the conversion by redeeming the
Relevant Shares (or any of them) on any Conversion Date at par out of
the profits of the company which would otherwise be available for
distribution to the holders of any class of shares. The Convertible
Preference Shares shall confer on the holders thereof the right and
obligation (if the Convertible Preference Shares held by them
respectively become Relevant Shares and the Directors redeem the same
at par out of such profits) to subscribe for the appropriate number of
Ordinary Shares at the applicable Conversion Rate and at such premium
(if any) as shall represent the amount by which the redemption monies
exceed the nominal amount of the Ordinary Shares to which the holder
is so entitled. In any such
6
case the Conversion Notice given by a holder of Relevant Shares shall
be deemed irrevocably to authorise and instruct the Directors to apply
the redemption monies payable to him in subscribing for such Ordinary
Shares at such premium (if any).
3A.4.6 Subject to the Statutes and the provisions of these articles, the
Directors may determine to effect the conversion by redeeming the
Relevant Shares (or any of them) on any Conversion Date at par out of
the proceeds of a fresh issue of Ordinary Shares. The Convertible
Preference Shares shall confer on the holders thereof the right and
obligation (if the Convertible Preference Shares held by them
respectively become Relevant Shares and the Directors redeem the same
at par out of the proceeds of a fresh issue of Ordinary Shares) to
subscribe, and the holders shall be deemed irrevocably to authorise
and instruct the secretary (or any other person appointed for the
purpose by the Directors) to subscribe as agent on the holder's
behalf, for the appropriate number of Ordinary Shares at the
applicable Conversion Rate and at such premium (if any) as shall
represent the amount by which the redemption monies exceed the nominal
amount of the Ordinary Shares to which the holder is so entitled. In
any such case the Conversion Notice given by a holder of Relevant
Shares shall be deemed irrevocably to authorise and instruct the
Directors to apply the redemption monies in payment to the holder or
his agent as the case may be.
3A.4.7 The Directors may determine to effect conversion by means of
consolidation and sub-division. In such case the requisite
consolidation and sub-division shall be effected by consolidating into
one share all the Relevant Shares at any Conversion Date held by the
holder or joint holders and sub-dividing such consolidated share into
such integral number of Ordinary Shares of such nominal amount as the
holder of the relevant shares so consolidated is entitled on
conversion by virtue of the Conversion Rate, fractions of Ordinary
Shares being disregarded and the balance of such shares (including any
fraction) shall be non-voting deferred shares of nominal amount equal
to the excess of the nominal amount of the consolidated share over the
nominal amount of the
7
Ordinary Share capital including any fraction derived therefrom
("DEFERRED SHARES") having the rights set out in article 3A.4.8.
3A.4.8 The Deferred Shares arising as a result of a conversion effected by
means of consolidation and sub-division as provided in article 3A.4.7
shall:-
3A.4.8.1 on a return of capital on winding up or otherwise entitle the holder
only to the repayment of the amounts paid up on such shares after
repayment of the capital paid up on the Ordinary Shares, the
Convertible Preference Shares, the Redeemable Preference Shares and
any other shares in the capital of the company and the payment of a
further amount of (pound)10,000 on each Ordinary Share;
3A.4.8.2 not entitle the holder to the payment of any dividend or other
distribution;
3A.4.8.3 not entitle the holder to receive notice of or attend or vote at any
general meeting of the company.
3A.4.8.4 Conversion pursuant to article 3A.4.7 shall be deemed to confer
irrevocable authority on the company at any time thereafter to appoint
any person to execute on behalf of the holders of Deferred Shares a
transfer thereof (and/or an agreement to transfer the same) to such
person as the company may determine as custodian thereof and/or to
purchase the same (in accordance with the provisions of the Statutes)
in any such case for not more than 1p for all the Deferred Shares
without obtaining the sanction of the holder or holders thereof and
pending such transfer and/or purchase to retain the certificate for
such Deferred Shares. The company may at its option at any time after
the creation of any Deferred Shares redeem all of the Deferred Shares
then in issue at a price not exceeding 1p for all the Deferred Shares
redeemed, at any time upon giving the registered holders of such
shares not less than 28 days' previous notice in writing of its
intention so to do, fixing a time and place for the redemption and at
the time and place so fixed such registered holders shall be bound to
surrender to the company the certificates for the Deferred Shares in
order that the same may be cancelled and the company shall pay the
redemption monies to one of such registered holders to be selected by
lot.
3A.4.9 Fractions of Ordinary Shares arising on conversion shall not be issued
to the holders of the Relevant Shares otherwise entitled thereto but
(if any such
8
arrangement can be made) such fractions shall be aggregated and sold
on behalf of such holders at the best price reasonably obtainable and
the net proceeds of sale shall be distributed pro rata among such
holders unless in respect of any holding of Relevant Shares the amount
to be distributed would be less than(pound)3 in which case the amount
shall not be distributed but shall be retained for the benefit of the
company. For the purpose of implementing the provisions of this
article 3A.4.9 the Directors may appoint some person to execute
transfers or renunciations on behalf of persons otherwise entitled to
any such fractions and generally may make all arrangements which
appear to them necessary or appropriate for the settlement and
disposal of fractional entitlements.
3A.4.10 On conversion (by whatever means) the Preference Dividend shall cease
to accrue with effect from the applicable Conversion Date. The
Ordinary Shares resulting from the conversion shall carry the right to
receive all dividends and (unless any adjustment shall have been made
pursuant to the provisions of article 3A.4.14 in respect thereof)
other distributions declared, made or paid on the Ordinary Share
capital of the company by reference to a record date falling on or
after the applicable Conversion Date and shall otherwise rank pari
passu in all respects with the Ordinary Shares then in issue and fully
paid.
3A.4.11 Allotments of Ordinary Shares arising from conversion shall be
effected within 14 days after the Conversion Date. Within 28 days
after the Conversion Date, the company shall send to each holder of
the Relevant Shares, by post at his own risk, free of charge, a
definitive certificate for the appropriate number of fully paid
Ordinary Shares (unless the Ordinary Shares are required to be held in
uncertificated form) and a new certificate for any unconverted
Preference Shares comprised in the certificates surrendered by him
and, if appropriate, a cheque in respect of any fractions of shares
sold. In the meantime transfers shall be certified against the
register.
3A.4.12 If, immediately after any Conversion Date, 75 per cent. or more of the
Convertible Preference Shares at any time issued shall have been
converted, the company shall be entitled (subject to the Statutes) not
later than 28 days after such Conversion Date (or any subsequent
Conversion Date) to give to the
9
holders of all of the unconverted Convertible Preference Shares not
less than 28 days' nor more than 56 days' notice in writing to convert
all of their Convertible Preference Shares into Ordinary Shares on the
basis of the applicable Conversion Rate and upon the expiry of such
notice the holders of the Convertible Preference Shares shall be
treated as having exercised the right to convert in respect thereof
and the provisions relating to conversion shall apply mutatis mutandis
as if the date of expiry of the notice was the Conversion Date and
such Convertible Preference Shares were Relevant Shares due to be
converted on that Conversion Date.
3A.4.13 The company shall use reasonable endeavours to procure that the
relevant Recognised Investment Exchange admits all the Ordinary Shares
arising on conversion to trading on its markets upon or as soon as
practicable after allotment.
3A.4.14 If, whilst any Convertible Preference Shares remain capable of being
converted into Ordinary Shares:-
3A.4.14.1 the company shall make any issue of Ordinary Shares by way of
capitalisation of profits or reserves (including any share premium
account and capital redemption reserve) to holders of Ordinary Shares,
then the Conversion Rate in respect of any subsequent conversion shall
be adjusted by increasing the number of Ordinary Shares to be issued
pro rata. If any doubt shall arise as to the adjustment, the
certificate of the Auditors shall be conclusive and binding on all
concerned. No adjustment shall be made in the event of an issue of
shares by way of capitalisation of profits or reserves in lieu of cash
dividends.
3A.4.14.2 the Ordinary Shares shall be consolidated or sub-divided, then the
Conversion Rate in respect of any subsequent conversion shall be
adjusted by increasing or reducing the number of Ordinary Shares to be
issued pro rata and, if any doubt shall arise as to the adjustment,
the certificate of the Auditors shall be conclusive and binding on all
concerned.
3A.4.14.3 the company shall make any capital distribution to holders of Ordinary
Shares, then the Conversion Rate in respect of any subsequent
conversion shall be adjusted by increasing the number of Ordinary
Shares to be issued by an amount determined to be appropriate by the
Auditors whose certificate shall be
10
conclusive and binding on all concerned. For the purposes of this
article "CAPITAL DISTRIBUTION" means any dividend or other
distribution of capital profits (whether realised or not) or capital
reserves, or profit or reserves arising after the date of the passing
of the resolution adopting this article 3A.4 from a distribution of
capital profits (whether realised or not) or capital reserves by a
subsidiary, except by means of a capitalisation issue not contravening
article 3A.6.1 or any repayment of capital or purchase of the
company's own shares (other than a redemption or purchase of
redeemable shares in accordance with the terms of issue thereof or a
purchase of the company's own shares out of profits available for
distribution). For these purposes in so far as the relevant audited
accounts do not distinguish between capital and revenue profits or
reserves, the company shall be entitled to rely upon a written
estimate by the Auditors as to the extent to which any part of any
profit or reserve should be regarded as of a capital nature and, in
any case where the company shall purchase its shares, the amount of
the capital distribution per Ordinary Share shall be that amount which
is the gross amount paid on such purchase divided by the number of
Ordinary Shares remaining in issue following such purchase.
3A.5 REDEMPTION AND PURCHASE
3A.5.1 The company may, subject to the Statutes and article 3A.4, at any time
and from time to time after the last Conversion Date, on giving to the
holders of the Convertible Preference Shares at that date not less
than 30 days' prior written notice of the date ("REDEMPTION DATE")
when such redemption is to be effected, redeem all or any of the
Convertible Preference Shares from time to time issued and outstanding
and which have not by the Redemption Date been converted into Ordinary
Shares pursuant to article 3A.4. In the case of a partial redemption
under this article such redemption shall be pro rata to individual
holdings of Convertible Preference Shares.
3A.5.2 There shall be paid on each Convertible Preference Share so redeemed a
sum equal to US$4.88 in respect of such Convertible Preference Share.
3A.5.3 The Company shall, subject to the provisions of the Statutes, redeem
on 31 March 2004 all of the Convertible Preference Shares (if any) in
issue on that
11
date and there shall be paid on each Convertible Preference Share so
redeemed a sum equal to US$5.19 in respect of such Convertible
Preference Share.
3A.5.4 If the company shall be unable in compliance with the Statutes to
redeem all or any of the Convertible Preference Shares on the
appropriate Redemption Date then the company shall redeem such number
of the Convertible Preference Shares as may lawfully be redeemed at
such time pro rata (disregarding any fractional entitlements) to the
proportionate number of such Convertible Preference Shares held by
each holder. The company shall redeem, as soon after such date or
dates as it shall be lawfully permitted to do so, the remaining number
of Convertible Preference Shares which would otherwise have fallen to
be redeemed on such date in accordance with the provisions of this
article save that the Convertible Preference Dividend thereon shall
continue to accrue on a day to day basis until actual redemption.
3A.5.5 Any notice of redemption shall specify the particular Convertible
Preference Shares to be redeemed, the Redemption Date and the place at
which the certificates for such shares are to be presented for
redemption and upon the Redemption Date each of the holders of the
Convertible Preference Shares concerned shall be bound to deliver to
the company at such place the certificates for the shares concerned in
order that the same may be redeemed. Upon such delivery the company
shall pay to such holder (or to his order) the amount due to him in
respect of such redemption. If any certificate so delivered to the
company includes any Preference Shares not redeemable on that occasion
a fresh certificate for such shares shall be issued without charge to
the holder delivering such certificate to the company.
3A.5.6 As from the Redemption Date the Convertible Preference Dividend shall
cease to accrue on the Convertible Preference Shares due for
redemption. Such shares shall be treated as having been redeemed,
whether or not the certificates therefor shall have been delivered and
the redemption monies paid. The redemption monies, if remaining
unpaid, shall constitute a debt of the company, subject to all the
provisions of these articles relating to monies payable on or in
respect of a share.
12
3A.5.7 If any holder of any of the Convertible Preference Shares to be
redeemed shall fail or refuse to deliver up the certificate or
certificates held by him at the time and place fixed for the
redemption of such shares or shall fail or refuse to accept payment of
the redemption monies payable in respect thereof, the redemption
monies payable to such holder shall be set aside and paid into a
separate interest-bearing account with the company's bankers
(designated for the benefit of such holder). Such setting aside shall
be deemed for all purposes hereof to be a payment to such holder. All
such holder's rights as a holder of the relevant Convertible
Preference Shares shall cease and determine as from the Redemption
Date and the company shall thereby be discharged from all obligations
in respect thereof. The company shall not be responsible for the safe
custody of the monies so placed on deposit or for interest thereon
except such interest as the said monies may earn while on deposit less
any expenses incurred by the company in connection therewith.
3A.5.8 The receipt of the registered holder from time to time of any
Convertible Preference Shares or, in the case of joint registered
holders, the receipt of any of them for the monies payable on
redemption shall constitute an absolute discharge of the company in
respect thereof.
3A.5.9 Subject to the Statutes, upon the redemption of any Convertible
Preference Shares the Directors may, pursuant to the authority given
by the adoption of this article, consolidate and/or sub-divide and/or
convert the authorised Preference Share capital created as a
consequence of such redemption into shares of any other class of share
capital into which the authorised share capital of the company is or
may at that time be divided of a like nominal amount (as nearly as may
be) as the shares of such class then in issue or into unclassified
shares of the same nominal amount as the Convertible Preference
Shares.
3A.5.10 Subject to the provisions of the Statutes, the company shall be
authorised at any time and from time to time to purchase all or any of
the Convertible Preference Shares from time to time outstanding in the
market or by tender (available to all holders of Convertible
Preference Shares alike) or by private treaty, in each case at any
price.
13
3A.6 OTHER PROVISIONS RELATING TO CONVERTIBLE PREFERENCE SHARES
So long as any Convertible Preference Shares remain capable of being
converted into Ordinary Shares then, save with such consent or
sanction on the part of the holders of the Convertible Preference
Shares as is required for a variation of the rights attached to such
shares:-
3A.6.1 CAPITALISATION ISSUES
no shares shall be allotted pursuant to a capitalisation of profits or
reserves (including any share premium account and capital redemption
reserve) except Ordinary Shares, credited as fully paid, to the
holders of Ordinary Shares and upon any such allotment the Conversion
Rate shall be adjusted as appropriate under article 3A.4.14.1 provided
that no such allotment shall be made if, as a result thereof, the
aggregate nominal amount of Ordinary Shares into which any Convertible
Preference Shares may be converted will exceed the aggregate nominal
amount of such Convertible Preference Shares;
3A.6.2 TAKEOVER
if any offer is made to the holders of Ordinary Shares (or all such
shareholders other than the offeror and/or any company controlled by
the offeror and/or any persons acting in concert with the offeror) to
acquire the whole or any part of the issued Ordinary Share capital of
the company or if any person proposes a scheme with regard to such
acquisition, and the company becomes aware that the right to cast more
than 50 per cent. of the votes which may ordinarily be cast on a poll
at a general meeting of the company has or will become vested in the
offeror and/or such companies or persons the company shall give
written notice thereof (which shall include notice of all or any prior
adjustments to the Conversion Rate) to all holders of Convertible
Preference Shares within 14 days of its becoming so aware and each
such holder shall be entitled within the period of 42 days from the
date of such notice to convert some or all of his Convertible
Preference Shares into fully paid Ordinary Shares on the basis set out
in article 3A.4 except that the Conversion Period shall be the said
period of 42 days and the Conversion Date in respect of any particular
Convertible Preference Shares shall be 14 days after the day on which
a duly completed Conversion Notice shall be delivered to the secretary
of the company from
14
time to time. The Convertible Preference Dividend shall accrue down to
the Conversion Date but shall cease to accrue thereafter. Subject as
aforesaid the provisions as to conversion in article 3A.4 shall apply
mutatis mutandis to such conversion. At the expiration of the said
period of 42 days any outstanding Convertible Preference Shares in
respect of which a duly completed Conversion Notice shall not have
been received as set out above, shall cease to be capable of
conversion pursuant to the provisions of this article 3A.6.2 but not
otherwise;
3A.6.3 RIGHTS ISSUES
if any offer or invitation by way of rights or otherwise (not being
either an offer of shares by way of capitalisation of profits or
reserves at the option of a holder of Ordinary Shares in lieu of cash
dividends or an offer or invitation to which the provisions of article
3A.6.2 apply) is made to the holders of the ordinary share capital of
the company, the company shall make or, so far as it is able, procure
that there is made a like offer at the same time to each holder of
Convertible Preference Shares as if his conversion rights had been
exercisable and exercised in full on the record date for such offer or
invitation on the basis of the Conversion Rate then applicable. For
the purpose of giving effect to this provision, no resolution for the
disapplication of section 89(1) of the Act shall be deemed to
abrogate, vary or modify the rights attaching to the Convertible
Preference Shares and in the case of any such offer or invitation
being made the entitlement of the holders of the Convertible
Preference Shares to participate in it as set out in this paragraph
shall be to the exclusion of any other entitlement or right to which
such holders might otherwise be entitled;
3A.7 RE-DESIGNATION
After the last Conversion Date any Convertible Preference Shares then
outstanding shall automatically be re-designated as "4 per cent.
cumulative redeemable non-voting preference shares of 0.5p each".
3A.8 FURTHER ISSUES
The company may from time to time create and issue further Convertible
Preference Shares (in this article called "FURTHER PREFERENCE SHARES")
ranking as regards participation in profits and assets of the company
pari passu
15
with the Convertible Preference Shares. Any such Further Convertible
Preference Shares may either carry as regards participation in the
profits and assets of the company rights and restrictions identical in
all respects with the Convertible Preference Shares (or with any other
series of Further Preference Shares) or rights and restrictions
differing therefrom in so far as:-
3A.8.1 the rate and/or the basis of calculation of the dividend may differ;
3A.8.2 they may rank for dividend as from such date as may be provided by the
terms of issue thereof and the dates for payment of dividend may
differ;
3A.8.3 a premium may be payable on a return of capital or there may be no
such premium;
3A.8.4 they may be redeemable on such terms and conditions as may be
prescribed by the terms of issue thereof and/or these articles; and
3A.8.5 they may be convertible into Ordinary Shares or any other class of
shares which constitutes equity share capital ranking as regards
participation in the profits and assets of the company after the
Convertible Preference Shares in each case on such terms and
conditions as may be prescribed by the terms of issue thereof.
3B REDEEMABLE PREFERENCE SHARES
The special rights and restrictions applicable to the Redeemable
Preference Shares are set out in this article 3B.
3B.1 DIVIDENDS AND INCOME
3B.1.1 The company shall, in priority to any payment of dividend to the
holders of all other shares in the capital of the company except for
the Convertible Preference Shares, pay to the holders of the
Redeemable Preference Shares out of the profits available for
distribution in respect of the financial year of the company to 31
March 2003 a fixed cumulative preferential dividend ("REDEEMABLE
PREFERENCE DIVIDEND") at the rate of 4 per cent. per annum on the
nominal amount of each Redeemable Preference Share together with any
premium from time to time paid up thereon together with a certificate
for any related tax credit.
16
3B.1.2 The Redeemable Preference Dividend shall accrue on a daily basis from
the day on which each Preference Share is issued and shall be payable
on 30 June 2003 (the "DIVIDEND DATE").
3B.1.3 Unless the company is prohibited, whether by reason of any principle
of law or otherwise, the Redeemable Preference Dividend shall
(notwithstanding any provision of these articles and, notwithstanding
that there has not been any resolution of the directors or of the
company in general meeting) be paid immediately on the Dividend Date
and if not then paid shall be a debt due by the company which shall
bear Interest with effect from the Dividend Date and shall be paid
first as to such Interest and secondly as to such Redeemable
Preference Dividend as soon as the company is lawfully able to make
such payment and no dividend shall be proposed, declared or paid on
any other class of share in the capital of the company, nor any other
return of capital made whether by redemption or otherwise, unless and
until all arrears of the relevant Redeemable Preference Dividend have
been paid.
3B.1.4 The holders of the Redeemable Preference Shares shall not be entitled
to any further right of participation in the profits or income of the
company.
3B.2 CAPITAL
Subject to the provisions of these articles, on a return of capital on
a winding up or otherwise (other than on conversion, redemption or
purchase by the company of its own shares in accordance with these
articles) the assets of the company available for distribution to its
members shall be applied in paying to the holders of Redeemable
Preference Shares, in priority to any payment to the holders of all
other shares in the capital of the company (other than any Convertible
Preference Shares and any Further Preference Shares referred to in
articles 3A.8 or 3B.6):-
3B.2.1 first, a sum equal to all arrears of the Redeemable Preference
Dividend calculated down to and including the date of the commencement
of the winding up (in the case of winding up) or of the return of
capital (in any other case); and
3B.2.2 secondly, a sum equal to the nominal amount together with any premium
paid up on the Redeemable Preference Shares.
17
3B.3 VOTING
3B.3.1 The holders of the Redeemable Preference Shares shall have the right
to receive notice of and attend all general meetings of the company
but shall not have the right to speak or vote at a general meeting of
the company.
3B.4 CONVERSION
3B.4.1 The holders of Redeemable Preference Shares shall not be entitled at
any time to convert all or any Redeemable Preference Shares into
Ordinary Shares.
3B.5 REDEMPTION AND PURCHASE
3B.5.1 The company may, subject to the Statutes, at any time on giving to the
holders of the Redeemable Preference Shares at that date not less than
30 days' prior written notice of the date ("REDEMPTION DATE") when
such redemption is to be effected, redeem all or any of the Redeemable
Preference Shares from time to time issued and outstanding. In the
case of a partial redemption under this article such redemption shall
be pro rata to individual holdings of Redeemable Preference Shares.
3B.5.2 There shall be paid on each Redeemable Preference Share so redeemed a
sum equal to US$4.88 in respect of such Redeemable Preference Share.
3B.5.3 The Company shall, subject to the provisions of the Statutes, redeem
on 31 March 2003 all of the Redeemable Preference Shares (if any) in
issue on that date and there shall be paid on each Redeemable
Preference Share so redeemed a sum equal to US$5.19 in respect of such
Redeemable Preference Share.
3B.5.4 If the company shall be unable in compliance with the Statutes to
redeem all or any of the Redeemable Preference Shares on the
appropriate Redemption Date then the company shall redeem such number
of the Redeemable Preference Shares as may lawfully be redeemed at
such time pro rata (disregarding any fractional entitlements) to the
proportionate number of such Redeemable Preference Shares held by each
holder. The company shall redeem, as soon after such date or dates as
it shall be lawfully permitted to do so, the remaining number of
Redeemable Preference Shares which would otherwise have fallen to be
redeemed on such date in accordance with the provisions of this
article
18
save that the Redeemable Preference Dividend thereon shall continue to
accrue on a day to day basis until actual redemption.
3B.5.5 Any notice of redemption shall specify the particular Redeemable
Preference Shares to be redeemed, the Redemption Date and the place at
which the certificates for such shares are to be presented for
redemption and upon the Redemption Date each of the holders of the
Redeemable Preference Shares concerned shall be bound to deliver to
the company at such place the certificates for the shares concerned in
order that the same may be redeemed. Upon such delivery the company
shall pay to such holder (or to his order) the amount due to him in
respect of such redemption. If any certificate so delivered to the
company includes any Redeemable Preference Shares not redeemable on
that occasion a fresh certificate for such shares shall be issued
without charge to the holder delivering such certificate to the
company.
3B.5.6 As from the Redemption Date the Redeemable Preference Dividend shall
cease to accrue on the Redeemable Preference Shares due for
redemption. Such shares shall be treated as having been redeemed,
whether or not the certificates therefor shall have been delivered and
the redemption monies paid. The redemption monies, if remaining
unpaid, shall constitute a debt of the company, subject to all the
provisions of these articles relating to monies payable on or in
respect of a share.
3B.5.7 If any holder of any of the Redeemable Preference Shares to be
redeemed shall fail or refuse to deliver up the certificate or
certificates held by him at the time and place fixed for the
redemption of such shares or shall fail or refuse to accept payment of
the redemption monies payable in respect thereof, the redemption
monies payable to such holder shall be set aside and paid into a
separate interest-bearing account with the company's bankers
(designated for the benefit of such holder). Such setting aside shall
be deemed for all purposes hereof to be a payment to such holder. All
such holder's rights as a holder of the relevant Redeemable Preference
Shares shall cease and determine as from the Redemption Date and the
company shall thereby be discharged from all obligations in respect
thereof. The company shall not be responsible for the safe custody of
the monies so placed on deposit or for interest thereon
19
except such interest as the said monies may earn while on deposit less
any expenses incurred by the company in connection therewith.
3B.5.8 The receipt of the registered holder from time to time of any
Redeemable Preference Shares or, in the case of joint registered
holders, the receipt of any of them for the monies payable on
redemption shall constitute an absolute discharge of the company in
respect thereof.
3B.5.9 Subject to the Statutes, upon the redemption of any Redeemable
Preference Shares the Directors may, pursuant to the authority given
by the adoption of this article, consolidate and/or sub-divide and/or
convert the authorised Redeemable Preference Share capital created as
a consequence of such redemption into shares of any other class of
share capital into which the authorised share capital of the company
is or may at that time be divided of a like nominal amount (as nearly
as may be) as the shares of such class then in issue or into
unclassified shares of the same nominal amount as the Redeemable
Preference Shares.
3B.5.10 Subject to the provisions of the Statutes, the company shall be
authorised at any time and from time to time to purchase all or any of
the Redeemable Preference Shares from time to time outstanding in the
market or by tender (available to all holders of Redeemable Preference
Shares alike) or by private treaty, in each case at any price.
3B.6 FURTHER ISSUES
The company may from time to time create and issue further Redeemable
Preference Shares (in this article called "FURTHER PREFERENCE SHARES")
ranking as regards participation in profits and assets of the company
pari passu with the Redeemable Preference Shares. Any such Further
Preference Shares may either carry as regards participation in the
profits and assets of the company rights and restrictions identical in
all respects with the Redeemable Preference Shares (or with any other
series of Further Preference Shares) or rights and restrictions
differing therefrom in so far as:-
3B.6.1 the rate and/or the basis of calculation of the dividend may differ;
3B.6.2 they may rank for dividend as from such date as may be provided by the
terms of issue thereof and the dates for payment of dividend may
differ;
20
3B.6.3 a premium may be payable on a return of capital or there may be no
such premium;
3B.6.4 they may be redeemable on such terms and conditions as may be
prescribed by the terms of issue thereof and/or these articles; and
3B.6.5 they may be convertible into Ordinary Shares or any other class of
shares which constitutes equity share capital ranking as regards
participation in the profits and assets of the company after the
Redeemable Preference Shares in each case on such terms and conditions
as may be prescribed by the terms of issue thereof.
4 VARIATION OF CLASS RIGHTS
4.1 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 in
such manner (if any) as may be provided by such rights or, in the
absence of any such provision, 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 such holders (but not otherwise), and
may be so varied or abrogated either whilst the company is a going
concern or during or in contemplation of a winding-up.
4.2 Article 4.1 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.
4.3 Save as aforesaid, the special rights attached to any class of shares
shall not, unless otherwise expressly provided by the terms of issue
thereof, be deemed to be varied or abrogated 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 or by the purchase or redemption by
the company of its own shares in accordance with the provisions of the
Statutes and Article 9.
5 "NON-VOTING" AND "LIMITED VOTING" SHARES
Any class of shares issued without the right to vote at general
meetings shall
21
include the words "non-voting" in the name by which the same is
designated, and where the equity capital of the company includes
shares with different voting rights the designation of each such class
(other than the class with the most favourable voting rights attached
thereto) shall include the words "limited voting".
ALTERATION OF SHARE CAPITAL
6 INCREASE, CONSOLIDATION, CANCELLATION AND SUB-DIVISION
6.1 The company may from time to time by ordinary resolution increase its
share capital by such sum to be divided into shares of such amounts as
the resolution shall prescribe. Except as otherwise provided by or
pursuant to these Articles or by the conditions of issue, all new
shares shall be subject to the provisions of these Articles with
reference to allotment, payment of calls, lien, transfer,
transmission, forfeiture and otherwise.
6.2 The company may from time to time by ordinary resolution:-
6.2.1 consolidate and divide all or any of its share capital into shares of
larger nominal amount than its existing shares;
6.2.2 cancel any shares which, at the date of the passing of the resolution,
have not been taken, or agreed to be taken, by any person, and
diminish the amount of its share capital by the nominal amount of the
shares so cancelled;
6.2.3 sub-divide its shares, or any of them, into shares of a smaller amount
than is fixed by the memorandum of association (subject, nevertheless,
to the provisions of the Statutes), and so that the resolution whereby
any share is sub-divided may determine that, as between the 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.
6.3 Upon any consolidation of fully paid shares into shares of larger
amounts the Directors may, as between the shares so consolidated,
determine which shares are consolidated into each consolidated share.
7 FRACTIONS
Whenever as the result of any consolidation or division or
sub-division of shares any members of the company would become
entitled to fractions of
22
shares, the Directors may on behalf of those members deal with such
fractions as they shall determine and in particular may sell the
shares representing the fractions to any person (including, subject to
the provisions of the Statutes, the company) for the best price
reasonably obtainable and pay and distribute the net proceeds of the
sale in due proportions amongst those members (except that any amount
otherwise due to a member, being less than (pound)3.00 or such other
nominal sum as the Directors may from time to time determine, may be
retained for the benefit of the company). For the purpose of giving
effect to any such sale the Directors may authorise some person to
execute a transfer of the shares sold to the purchaser thereof or any
other person nominated by the purchaser and may cause the name of the
purchaser or his nominee to be entered in the Register as the holder
of the shares comprised in any such transfer. The purchaser shall not
be bound to see to the application of the purchase money nor shall the
title of the transferee to the shares be affected by any irregularity
or invalidity in the proceedings in reference to the sale.
8 REDUCTION OF CAPITAL
The company may by special resolution reduce its share capital or any
capital redemption fund, share premium account or other
undistributable reserve in any manner and with and subject to any
authority and consent required by law or any rights from time to time
attached to any shares of the company.
9 PURCHASE OF OWN SHARES
The company may, subject to the provisions of the Statutes and to
sanction by an extraordinary resolution passed at a separate class
meeting of the holders of any class of shares in issue, which are
convertible into equity share capital of the company, purchase all or
any of its own shares of any class (including any redeemable shares)
or enter into such agreement (contingent or otherwise) in relation to
the purchase of its own shares on such terms and in such manner as may
be approved by such resolution and permitted by the Statutes.
SHARES
10 TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required
by law, no person shall be recognised by the company as holding any
share upon any
23
trust, and the company shall not be bound by or compelled in any way
to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest
in any fractional part of a share, or (except only as otherwise
provided by these Articles or by law) any other right in respect of
any share, except an absolute right to the entirety thereof in the
registered holder.
11 POWER TO ATTACH RIGHTS AND ISSUE REDEEMABLE SHARES
Without prejudice to any special rights previously conferred on the
holders of any shares or class of shares for the time being in issue
and subject to the provisions of the Statutes, any share in the
company may be allotted or 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, and,
subject to the provisions of the Statutes, the company may issue
shares which are to be redeemed or are liable to be redeemed at the
option of the company, or the holder, on such terms and in such manner
as may be set out in these Articles or (as to the date on or by which
or the dates between which the shares are to be or may be redeemed) as
may be determined by the Directors prior to the date of issue.
12 ALLOTMENT
Subject to the provisions of the Statutes and any direction or
authority contained in the resolution of the company in general
meeting creating or authorising the same, the Directors are generally
and unconditionally authorised to allot (with or without conferring a
right of renunciation) or to grant options or rights of subscription
or conversion over unissued shares to such persons (whether existing
shareholders or not) at such times and on such terms and conditions as
they think proper.
13 COMMISSIONS
The company may exercise the powers of paying commissions or brokerage
conferred or permitted by the Statutes. Subject to the provisions of
the Statutes and the rules of the London Stock Exchange, any such
commission or brokerage may be satisfied by the payment of cash or by
the allotment of fully
24
or partly paid shares or the grant of an option to call for an
allotment of shares or by any combination of such methods as the
Directors may think fit.
14 RENUNCIATION
The Directors may at any time after the allotment of any share, but
before any person has been entered in the Register as the holder
thereof, recognise a renunciation thereof by the allottee in favour of
some other person, and may accord to any allottee of a share a right
to effect such renunciation upon and subject to such terms and
conditions as the Directors may think fit to impose.
SHARE CERTIFICATES
15 RIGHT TO SHARE CERTIFICATES
15.1 Every person (except a Stock Exchange Nominee Company in respect of
which the company is not required by law to complete and have ready
for delivery a certificate) upon becoming the holder of any shares
shall be entitled within one month after allotment or lodgement of a
transfer, as the case may be (unless the terms of issue of the shares
provide otherwise), and without charge to one certificate for all the
shares of any class registered in his name or, in the case of shares
of more than one class being registered in his name, to a separate
certificate for each class of shares so registered.
15.2 Any share certificate (other than letters of allotment, scrip
certificates and other like documents) shall be issued under the Seal
or under a Securities Seal or in such other manner having the same
effect as if issued under the Seal as the Statutes and the rules of
the London Stock Exchange may permit and shall specify the number and
class of shares and the distinguishing numbers (if any) to which it
relates and the amount paid up thereon. Without limitation to the
foregoing, the Directors may, by resolution, decide either generally
or in a particular case or cases that any signatures on any share
certificates need not be autographic but may be applied to the
certificates by some mechanical means or may be printed on them or
that the certificates need not be signed by any person.
15.3 The company shall not be bound to register more than four persons as
the holder of any share and, 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
25
delivery of a certificate to one of joint holders shall be sufficient
delivery to all.
15.4 Where some only of the shares comprised in a share certificate are
transferred, the old certificate shall be cancelled and a new
certificate for the balance of such shares issued in lieu without
charge.
16 REPLACEMENT CERTIFICATES
16.1 Any two or more certificates representing shares of any one class held
by any member may at his request and upon surrender of the original
certificates be cancelled by the Directors and a single new
certificate for such shares issued in lieu without charge.
16.2 Two or more certificates representing shares held by any member may at
his request be issued to him by the Directors in such proportions as
he may specify upon surrender of the original certificate for
cancellation and upon payment of such reasonable sum as the Directors
may decide.
16.3 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 shall be issued to the holder upon request, subject to
delivery up of the old certificate (unless alleged to have been lost,
stolen or destroyed), on compliance with such conditions as to
evidence and indemnity and the payment of exceptional out-of-pocket
expenses of the company in connection with the request as the
Directors may think fit. The company shall be entitled to cancel any
old certificate which has been replaced by a new certificate.
16.4 In the case of shares held jointly by several persons any such request
may be made by any one of the joint holders.
CALLS ON SHARES
17 CALLS
17.1 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 thereof or 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 is passed, and may be made payable by instalments.
26
17.2 Each member shall (subject to receiving at least fourteen clear 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 calls in respect thereof. A call may be
made payable by instalments and may at any time before receipt be
revoked or postponed in whole or in part as the Directors may
determine. A person upon whom a call is made shall remain liable for
all calls made upon him notwithstanding the subsequent transfer of the
share in respect of which the call was made.
18 INTEREST ON CALLS
If any amount called in respect of a share is not paid before or on
the day appointed for payment thereof, the person from whom the amount
is due and payable shall pay interest thereon from and including the
day appointed for payment thereof to but excluding the day of actual
payment at such rate as may be fixed by the terms of allotment of the
share or, if no rate is fixed, at such rate (not exceeding 15 per
cent. per annum) as the Directors determine and all costs, charges and
expenses incurred by the company by reason of such non-payment, but
the Directors shall be at liberty in any case to waive payment of such
interest or such costs, charges and expenses wholly or in part. No
dividend or other payment or distribution in respect of any such share
shall be paid or distributed so long as any such sum or any interest
or expenses payable in accordance with this Article in relation
thereto remains due.
19 AMOUNTS TREATED AS CALLS
Any amount (whether on account of the nominal value of the share or by
way of premium) which by the terms of issue of a share becomes payable
upon allotment or at any fixed date shall for all the purposes of
these Articles be deemed to be a call duly made and payable on the
date on which, by the terms of issue, the same becomes payable. In
case of non-payment, all the relevant provisions of these Articles as
to payment of interest and expenses, forfeiture or otherwise shall
apply as if such amount had become payable by virtue of a call duly
made and notified.
20 POWER TO DIFFERENTIATE
27
Subject to the terms of issue, the Directors may on the allotment or
issue of shares differentiate between the holders as to the amount of
calls to be paid and the times of payment.
21 PAYMENT IN ADVANCE
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, or so
much thereof as from time to time exceeds the amount of the calls then
made upon the shares concerned, the company may pay interest at such
rate (not exceeding 15 per cent. per annum) as the member paying such
sum and the Directors agree upon.
FORFEITURE AND LIEN
22 NOTICE IF CALL NOT PAID
22.1 If a member or person entitled by transmission fails to pay in full
any call or instalment of a call on or before 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 costs, charges and expenses incurred by the company by reason of
such non-payment.
22.2 The notice shall name a further day (not being less than seven clear
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.
23 FORFEITURE FOR NON-COMPLIANCE AND NOTICE AFTER FORFEITURE
23.1 If the requirements of any such notice 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
28
forfeiture shall include all dividends declared or other money payable
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 that event, references in these
Articles to forfeiture shall include surrender.
23.2 When any share has been forfeited, notice of the forfeiture shall be
served upon the person who was, before forfeiture, the holder of the
share or the person entitled by transmission to the share, but no
forfeiture shall be invalidated by any omission or neglect to give
such notice. An entry of the fact and date of forfeiture shall be made
in the Register.
24 DISPOSAL OF FORFEITED SHARES
A share so forfeited shall become the property of the company and may
within three years of such forfeiture be sold, re-allotted or
otherwise disposed of, either to the person who was before such
forfeiture 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 may be cancelled on such terms as the Directors think
fit. The company shall not exercise any voting rights in respect of
such a share. The Directors may, if necessary, authorise some person
to transfer a forfeited share to any such other person as aforesaid.
Any share not disposed of in accordance with the foregoing provisions
within a period of three years from the date of its forfeiture shall
thereupon be cancelled in accordance with the provisions of the
Statutes.
25 ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person whose shares have been forfeited shall cease to be a member
in respect of the shares so forfeited and shall surrender to the
company for cancellation the certificate for the shares forfeited, but
shall notwithstanding the forfeiture remain liable:-
25.1 to pay to the company all moneys which at the date of forfeiture were
presently payable by him to the company in respect of the shares, with
interest thereon at the rate of 15 per cent. per annum (or such lower
rate as the Directors may determine) from the date of forfeiture until
payment; and
29
25.2 to satisfy any claims, demands and liabilities which the company might
have enforced in respect of the share at the time of forfeiture.
The Directors in their absolute discretion may enforce any such
payment claim or demand without any allowance for the value of the
shares at the time of forfeiture or any consideration received on
their disposal or may waive payment on satisfaction thereof in whole
or in part.
26 EXTINCTION OF RIGHTS
The forfeiture of a share shall involve the extinction at the time of
forfeiture of all interest in, and all claims and demands against the
company in respect of, the share, and all other rights and liabilities
incidental to the share as between the person whose share is forfeited
and the company, except only such of those rights and liabilities as
are by these Articles expressly saved, or as are by the Statutes given
or imposed in the case of past members.
27 LIEN ON SHARES NOT FULLY PAID
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 to the
extent and in the circumstances permitted by section 150 of the Act.
The company's lien on a share shall extend to all amounts (including
dividends and distributions) payable thereon. The Directors may waive
any lien which has arisen or may resolve that any share shall for some
limited period be exempt, wholly or partially, from the provisions of
this Article.
28 ENFORCEMENT OF LIEN
The company may sell in such manner as the Directors think fit any
share on which the company has a lien, but no sale shall be made
unless a sum in respect of which the lien exists is presently payable
nor until the expiration of fourteen clear 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.
29 PROCEEDS OF SALE
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
30
respect whereof the lien exists, so far as the same are presently
payable, and any residue shall, upon surrender to the company for
cancellation of the certificate for the shares sold or the provision
of such indemnity (with or without security) as to any lost or
destroyed certificate as the Directors may decide, (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 member or any 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.
30 DISPOSAL OF SHARES
A statutory declaration in writing that the declarant is a Director or
the Secretary and that a share has been duly forfeited or sold to
satisfy a lien of the company on a date stated in the declaration
shall be conclusive evidence of the facts 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 (if
any is in issue in respect of such share), shall (subject to the
execution of a transfer if the same be required) constitute a good
title to the share, and the person to whom the share is sold,
re-allotted or disposed of shall be registered as the holder of the
share and shall not be bound to see to the application of the purchase
money (if any) nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
31 FORM OF TRANSFER
All transfers of shares may be effected by transfer in writing in any
usual form or in any other form acceptable to the Directors (and in
the case of a person or firm may be under hand only). Any written
instrument of transfer shall be executed by or on behalf of the
transferor and (except in the case of fully paid shares) by or on
behalf of the transferee. Whatever means of transfer is utilised the
transferor shall remain the holder of the shares concerned until the
name of
31
the transferee is entered in the Register in respect thereof.
32 SUSPENSION OF REGISTRATION OF TRANSFERS
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
shall not be closed for more than thirty days in any year in respect
of any one class of shares.
33 REFUSAL OF REGISTRATION OF TRANSFERS
The Directors may decline to recognise any instrument of transfer or
other record of transfer as may be prescribed by the Statutes and/or
the London Stock Exchange unless it is in respect of only one class of
share, is duly stamped (if so required) and is in favour of a single
transferee or not more than four joint transferees and is lodged at
the Transfer Office (or such other place as the Directors may from
time to time determine) 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 it is executed by some other person on his behalf, the authority of
that person so to do). In the case of a transfer by a Stock Exchange
Nominee Company 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.
34 RETENTION OF INSTRUMENTS OF TRANSFER
All instruments of transfer which are registered may, subject to the
provisions of Article 134, be retained by the company.
35 FEES ON REGISTRATION
No fee will be charged by the company in respect of the registration
of any instrument of transfer, probate, letters of administration,
certificate of marriage or death, stop notice, power of attorney or
other document relating to or affecting the title to any shares or
otherwise for making any entry in the Register affecting the title to
any shares.
TRANSMISSION OF SHARES
36 DEATH
In case of the death of a member, the survivor or survivors, where the
deceased was a joint holder, and the executor or personal
representatives or
32
administrators of the deceased where he was a sole or only surviving
holder, shall be the only persons recognised by the company as having
any title to his interest in the shares, but nothing 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.
37 ELECTION
Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member, or of any other event giving rise to a
transmission of such entitlement by operation of law, may, subject as
provided in these Articles and upon 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 to the company notice in writing to that effect, or transfer
such share to some other person. All the limitations, restrictions and
provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such
notice or transfer as if the death or bankruptcy of the member or
other event had not occurred and the notice or transfer were a
transfer by such member.
38 RIGHTS ON DEATH OR BANKRUPTCY
Save as otherwise provided by or in accordance with these Articles,
where a person becomes entitled to a share in consequence of the death
or bankruptcy of a member, or of any other event giving rise to a
transmission of such entitlement by operation of law, the rights of
the member in respect of such share shall cease. However the person so
entitled 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
(and may give good discharge for the same), except that he shall not
be entitled in respect thereof (except with the authority of the
Directors) to receive notice of or exercise any right conferred by
membership in relation to meetings of the company or any separate
meetings of the holders of any class of shares in the company until he
shall have been registered as a member in respect of the share, and
should he fail either to transfer the share or to elect to
33
be registered as a member in respect thereof within sixty days of
being required so to do by the Directors then, in the case of shares
which are fully paid up, he shall be deemed to have elected to be
registered as a member in respect thereof and may be registered
accordingly and, in the case of shares which are not fully paid up,
the Directors may thereafter withhold payment of all dividends and
other moneys payable in respect of such share until the notice has
been complied with.
SHARE WARRANTS
39. Subject to the provisions of the Statutes, the Directors may issue
share warrants, stating that the bearer is entitled to the shares
therein specified, in respect of any fully paid shares and all shares
while represented by warrants shall be transferable by delivery of the
warrants relating thereto. The Directors may determine and from time
to time vary the conditions upon which share warrants may be issued.
The Directors shall not issue a new share warrant to replace one that
has been lost unless they are satisfied beyond reasonable doubt that
the original has been destroyed.
GENERAL MEETINGS
40 ANNUAL GENERAL MEETING
An annual general meeting shall be held once in every year, at such
time (within a period of not more than fifteen months after the
holding of the last preceding annual general meeting) and at such
place as may be determined by the Directors. All other general
meetings shall be called extraordinary general meetings. If the
company holds its first annual general meeting within eighteen months
of its incorporation, it need not hold it in the year of its
incorporation or in the following year.
41 CONVENING AN EXTRAORDINARY GENERAL MEETING
The Directors may whenever they think fit, and shall on requisition in
accordance with the Statutes, proceed to convene an extraordinary
general meeting with proper expedition. In default such meeting may be
convened by requisitionists as provided in the Statutes. At any
meeting convened on such requisition or by such requisitionists, no
business shall be transacted except that stated by the requisition or
proposed by the Directors.
34
42 NOTICE OF GENERAL MEETINGS
42.1 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 is required, shall be
called by not less than twenty-one clear days' notice in writing and
any other extraordinary general meeting by not less than fourteen
clear days' notice in writing.
42.2 Subject to the provisions of the Statutes, a general meeting,
notwithstanding that it has been called by a shorter notice than that
specified in this Article 42, shall be deemed to have been duly called
if it is so agreed:-
42.2.1 in the case of an annual general meeting by all the members entitled
to attend and vote thereat; and
42.2.2 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.
42.3 The accidental omission to send a notice or, in cases where it is sent
out with the notice, an instrument of proxy to, or the non-receipt of
either by, any person entitled thereto shall not invalidate the
proceedings at any general meeting.
42.4 Every notice calling a general meeting shall specify the place, 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.
42.5 In the case of an annual general meeting, the notice shall also
specify the meeting as such.
42.6 In the case of any general meeting at which any special business is to
be transacted, the notice shall specify the general nature of such
business.
42.7 If any resolution is to be proposed as an extraordinary resolution or
as a special resolution at a general meeting, the notice shall contain
a statement to that effect.
42.8 Every notice calling a general meeting shall be given to the members
(other
35
than any who, under the provisions of these Articles or of any
restrictions imposed on any shares, are not entitled to receive notice
from the company), to the Directors and to the Auditors.
43 SPECIAL BUSINESS
All business transacted at a general meeting shall be deemed special
except the following business transacted at an annual general
meeting:-
43.1 sanctioning or declaring dividends;
43.2 receiving and considering the accounts, the reports of the Directors
and Auditors and other documents required to be attached or annexed to
the accounts;
43.3 appointing Auditors and fixing the remuneration of the Auditors or
determining the manner in which such remuneration is to be fixed; and
43.4 appointing or re-appointing Directors in the place of those retiring
by rotation or otherwise.
PROCEEDINGS AT GENERAL MEETINGS
44 CHAIRMAN
The chairman of the Directors, failing whom the deputy chairman, shall
preside as chairman at a general meeting. If there shall be no such
chairman or deputy chairman, or if at any meeting neither shall be
present within fifteen minutes from the time appointed for holding the
meeting and willing to act, the Directors present shall choose one of
their number to be chairman of the meeting. If no Director be present,
or if all the Directors present decline to take the chair, the members
present in person and entitled to vote shall choose one of their
number to be chairman of the meeting.
45 QUORUM
No business shall be transacted at any general meeting unless a quorum
is present at the time when the meeting proceeds to business but the
absence of a quorum shall not preclude the choice or appointment of a
chairman which shall not be treated as part of the business of the
meeting. Two members present in person or by proxy and entitled to
vote shall be a quorum for all purposes.
46 PROCEDURE IF QUORUM NOT PRESENT
36
If within fifteen minutes from the time appointed for a general
meeting (or such longer interval not exceeding two hours as the
chairman of the meeting may think fit to allow) a quorum is not
present, or if during a meeting a quorum ceases to be present, the
meeting, if convened by or on the requisition of members, shall be
dissolved. In any other case it shall stand adjourned to such other
day 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
Directors may determine. At the adjourned meeting any two members
present in person or by proxy and entitled to vote shall be a quorum
and if within half an hour from the time appointed for the meeting (or
such longer interval not exceeding two hours as the chairman of the
meeting may think fit to allow) a quorum is not present, or if during
the meeting a quorum ceases to be present, the meeting shall be
dissolved.
47 POWER TO ADJOURN
The chairman of any general meeting at which a quorum is present may
with the consent of the meeting (and shall if so directed by the
meeting) adjourn the meeting from time to time (or sine die) and from
place to place and without such consent he may adjourn any meeting at
which a proposal of importance is made for the consideration whereof
in his judgement (which shall not be challenged) a larger attendance
of members is desirable or the members wishing to attend cannot be
conveniently accommodated in the place appointed for the meeting or if
in his opinion it has become necessary to do so in order to secure the
proper and orderly conduct of the meeting, to give all persons
entitled to do so a reasonable opportunity of speaking and voting at
the meeting or to ensure that the business of the meeting is disposed
of properly.
48 BUSINESS AT ADJOURNED MEETING
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.
49 NOTICE OF ADJOURNED MEETING
Where a meeting is adjourned sine die, the time and place for the
adjourned meeting shall be fixed by the Directors. When a meeting is
adjourned for thirty
37
days or more or sine die, not less than seven clear days' notice of
the adjourned meeting shall be given in like manner as in the case of
the original meeting. Save as aforesaid it shall not be necessary to
give any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
50 ACCOMMODATION OF MEMBERS AT MEETING
If it appears to the chairman of a meeting that the meeting place
specified in the notice convening the meeting is inadequate to
accommodate all members entitled and wishing to attend, the meeting
shall nevertheless be duly constituted and its proceedings valid
provided that the chairman is satisfied that adequate facilities are
available to ensure that any member who is unable to be accommodated
is nonetheless able to participate in the business for which the
meeting has been convened and to hear and see all persons present who
speak (whether by the use of microphones, loudspeakers, audio-visual
communications equipment or otherwise) and whether in the meeting
place or elsewhere and to be heard and seen by all other persons so
present in the same manner.
51 AMENDMENT TO RESOLUTIONS
If an amendment shall be proposed to any resolution under
consideration but shall in good faith be ruled out of order by the
chairman of the meeting, the proceedings on the substantive resolution
shall not be invalidated by any error in such ruling. In the case of a
resolution duly proposed as a special or extraordinary resolution no
amendment thereto (other than a mere clerical amendment to correct a
patent error) may in any event be considered or voted upon.
52 METHOD OF VOTING
52.1 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. Subject to
the provisions of the Statutes, a poll may be demanded by:-
52.1.1 the chairman of the meeting; or
52.1.2 not less than three members present in person or by proxy and entitled
to vote; or
38
52.1.3 a member or members present in person or by proxy and representing in
the aggregate not less than one-tenth of the total voting rights of
all the members having the right to attend and vote at the meeting; or
52.1.4 a member or members present in person or by proxy and holding shares
in the company conferring a right to attend and 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.
A demand for a poll may be withdrawn but only with the consent of the
chairman and a demand so withdrawn shall validate the result of a show
of hands declared before the demand was made and, in the case of a
poll demanded before the declaration of the result of a show of hands,
the meeting shall continue as if the demand had not been made.
52.2 Unless a poll is demanded and the demand is not withdrawn, 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.
53 PROCEDURE ON A POLL
53.1 If a poll is demanded, 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.
53.2 The chairman of the meeting may (and if so directed by the meeting
shall) appoint scrutineers, who need not also be members, and may
adjourn the meeting to some place and time fixed by him for the
purpose of declaring the result of the poll.
53.3 A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either immediately or at such subsequent time
(not being more than thirty days from the date of the meeting at which
the demand is made) and place as the chairman may direct. No notice
need be given of a poll not taken immediately if the time and place at
which it is to be taken are
39
announced at the meeting at which it is demanded. In any other case at
least seven clear days' notice shall be given specifying the time and
place at which the poll is to be taken.
53.4 The demand for a poll (other than on the election of the chairman of
the meeting or on any question of adjournment) 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.
54 CASTING VOTE
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 an
additional or a casting vote.
55 VOTES OF MEMBERS
55.1 Subject to the Statutes and to any special rights or restrictions as
to voting attached by or applicable in accordance with these Articles
to any 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.
55.2 In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders, and for this
purpose seniority shall be determined by the order in which the names
stand in the Register in respect of the share.
55.3 Where in the United Kingdom or elsewhere a receiver or other person
(by whatever name called) has been appointed by any court or official
claiming jurisdiction in that behalf to exercise powers with respect
to the property or affairs of any member on the ground (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.
56 RESTRICTION ON VOTING RIGHTS
No member shall, unless the Directors otherwise determine, be entitled
in
40
respect of any share held by him to vote either personally or by
proxy, at a general meeting or a meeting of the holders of any class
of shares of the company or to exercise any other rights conferred by
membership in relation to general meetings of the company or meetings
of the holders of any class of shares of the company, if any call or
other sum presently payable by him to the company in respect of that
share remains unpaid. Such restriction shall cease to apply upon
payment of the amount outstanding and all costs, charges and expenses
incurred by the company by reason of such non-payment.
57 NOTICE UNDER SECTION 212
57.1 If the Directors are satisfied that any member, or any other person
appearing to be interested in shares held by such member, has been
duly served with a notice under section 212 of the Act and is in
default of such notice for the prescribed period (either by failing to
supply to the company the information thereby required or, in
purporting to comply with such notice, by making a statement which is
false or inadequate in any material particular) then the Directors may
in their absolute discretion at any time thereafter by a notice
("DEFAULT NOTICE") to such member specifying the nature of the
default, the number of shares concerned and the steps to be taken to
remedy such default direct that, in respect of such shares ("DEFAULT
SHARES", which expression shall include any further shares which are
issued in respect of such shares), the member shall not be entitled to
be present or to vote either personally or by representative or proxy
at a general meeting of the company or at a meeting of the holders of
any class of shares of the company or on any poll or to be included in
a quorum or to exercise any other right conferred by membership in
relation to general meetings of the company or meetings of the holders
of any class of shares of the company or polls.
57.2 Where the default shares represent at least 0.25 per cent. in nominal
value of the issued shares of that class, then the default notice may
additionally direct that:-
57.2.1 any dividend or part thereof or other money which would otherwise be
payable in respect of the default shares shall be retained by the
company without any liability to pay interest thereon when such money
is finally paid to the member
41
and the holder shall not be entitled under Article 124 to elect to
receive shares instead of that dividend; and/or
57.2.2 no transfer of any of the shares held by such member shall be
registered unless:-
57.2.2.1 the member is not himself in default as regards supplying the
information required and the transfer is of part only of the member's
holding and, when presented for registration, is accompanied by a
certificate by the member in a form satisfactory to the Directors to
the effect that after due and careful enquiry the member is satisfied
that none of the shares the subject of the transfer are default
shares; or
57.2.2.2 the transfer is an approved transfer.
57.3 The company shall send to each other person appearing to be interested
in any default shares the subject of any default notice a copy of the
default notice but the failure or omission by the company to do so
shall not invalidate such default notice.
57.4 Any default notice shall have effect in accordance with its terms from
the date of its issue until it shall cease to have effect in
accordance with Article 57.5.
57.5 A default notice shall cease to have effect in relation to any shares
which are transferred by the member by means of an approved transfer
or in accordance with Article 57.2.2 within seven days of notice to
the company to that effect. The Directors may at any time give notice
cancelling a default notice, such cancellation to be made within seven
days of the default being remedied to the satisfaction of the company.
57.6 For the purposes of this Article:-
57.6.1 a person shall be treated as appearing to be interested in any shares
if the member holding such shares has given to the company a
notification under section 212 of the Act which either (a) names such
person as being so interested or (b) fails to establish the identities
of those interested in the shares and (after taking into account the
said notification and any other relevant section 212 notification) the
company knows or has reasonable cause to believe that the person in
question is or may be interested in the default shares;
57.6.2 the prescribed period is 14 days from the date of service of the
notice under
42
section 212 of the Act;
57.6.3 "interested" shall be construed as it is for the purpose of section
212 of the Act.
57.7 For the purpose of this Article a transfer of shares is an approved
transfer if:-
57.7.1 it is a transfer of shares to an offeror by way or in pursuance of
acceptance of a takeover offer for a company (as defined in section
428(1) of the Act); or
57.7.2 the Directors are satisfied that the transfer is made pursuant to a
sale of the whole of the beneficial ownership of the shares to a party
unconnected with the transferring member and/or with any other person
appearing to be interested in such shares; or
57.7.3 the transfer results from a sale made through a recognised investment
exchange.
57.8 The Directors shall cause the Register to have noted against the name
of the member upon whom a default notice has been served details of
such default notice and the number of shares specified therein and
shall cause such notice to be deleted upon the default notice ceasing
to have effect in accordance with Article 57.5.
57.9 Any new shares in the company issued in right of any shares subject to
a default notice shall also be subject to the default notice (save to
the extent that the company gives a separate default notice in
relation to the new shares) and the Directors may make any right to an
allotment of such new shares subject to restrictions corresponding to
those which will (when such new shares are issued) apply to those new
shares pursuant to a default notice served by virtue of this Article
57.9.
57.10 Nothing contained in these Articles shall prejudice or affect the
right of the company to apply to the court for an order under section
216 of the Act and (in connection with such an application or intended
application or otherwise) to require information on shorter notice
than the minimum of 28 days or 14 days (as appropriate) prescribed by
Article 57.6.2.
58 ADMISSIBILITY OF VOTES AND ERRORS IN VOTING
No objection shall be raised as to the admissibility of any vote or
the counting of, or failure to count, any vote except at the meeting
or adjourned meeting at
43
which the vote objected to is or may be given or tendered or at which
the error occurs and every 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 thereon shall be final and
conclusive.
59 VOTING BY PROXY
59.1 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.
59.2 A proxy need not be a member of the company.
59.3 An instrument appointing a proxy shall be in writing in the usual form
or in any other form which the Directors may approve and:-
59.3.1 in the case of an individual shall be signed by the appointor or by
his attorney; or
59.3.2 in the case of a body corporate shall be either executed by it or
signed on its behalf by an attorney or a duly authorised officer of
the body corporate. The Directors may, but shall not be bound to,
require evidence of the authority of any such officer or attorney.
59.4 An instrument of proxy shall, unless the contrary is stated in it, be
valid as well for any adjournment of the meeting as for the meeting to
which it relates.
59.5 An instrument of proxy relating to more than one meeting, having once
been so delivered for the purposes of any meeting, shall not require
again to be delivered for the purposes of any subsequent meeting to
which it relates.
59.6 Deposit of an instrument of proxy shall not preclude a member from
attending and voting in person at the meeting or any adjournment
thereof or on any poll.
59.7 An instrument appointing a proxy shall be deemed (unless any contrary
direction is contained in it) to include the right for the proxy to
demand or join in demanding a poll and to vote on any resolution or
amendment of a resolution put to, or any other business which may
properly come before, the meeting for which it is given, as the proxy
thinks fit, but shall not confer any further right on the proxy to
speak at the meeting except with the permission of the chairman of the
meeting.
59.8 A vote cast or poll demanded by proxy or by the duly authorised
representative
44
of a body corporate shall not be invalidated by the previous death or
incapacity of the principal, or by the revocation of the appointment
of the proxy or representative or of the authority under which the
appointment was made, unless intimation in writing of such death,
incapacity or revocation shall have been received by the company at
the Transfer Office (or such other place as is specified for
depositing the instrument of proxy) 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.
59.9 No instrument appointing a proxy shall be valid after the expiration
of twelve months from the date referred to in it as the date of its
execution, except at an adjournment of a meeting originally held
within twelve months from such date.
59.10 A member may appoint more than one proxy to attend on the same
occasion. When two or more valid but differing proxies are delivered
in respect of the same share for use at the same meeting, the one
which is last validly delivered (regardless of its date or the date of
its execution) shall be treated as replacing and revoking the other(s)
as regards that share and if the company is unable to determine which
of any such two or more valid but differing instruments of proxy was
so delivered last in time, none of them shall be treated as valid in
respect of that share.
59.11 Subject to the provisions of the Statutes and the Listing Rules of the
UK Listing Authority, the company may send out proxy forms to all or
none of the persons entitled to receive notice of and to vote at any
meeting, and if sent shall provide for two-way voting (without
prejudice to any right to abstain) on all resolutions set out in the
notice of meeting.
60 DEPOSIT OF PROXY
The appointment of a proxy shall not be valid and the proxy named in
the instrument shall not be entitled to vote at the meeting unless the
instrument appointing the proxy, together with (if required by the
Directors) any power of attorney or other authority under which it is
executed or a copy of it notarially certified or certified in some
other way approved by the Directors:-
45
60.1 is deposited at such place or one of such places (if any) as may be
specified for that purpose in or by way of note to the notice
convening the meeting or in any instrument of proxy or other
accompanying document sent by the company in relation to the meeting
(or, if no place is so specified, at the Transfer Office) not later
than 48 hours before the time appointed for holding the meeting or
adjourned meeting or the taking of the poll at which the person named
in such instrument proposes to vote; or
60.2 in the case of a meeting adjourned for more than 48 hours and less
than 28 days or in the case of a poll taken more than 48 hours after
it is demanded is deposited as specified in Article 60.1 not later
than 24 hours before the time appointed for the holding of the
adjourned meeting or the taking of the poll; or
60.3 in the case of a meeting adjourned for less than 48 hours or in the
case of a poll not taken forthwith but taken less than 48 hours after
it is demanded is delivered to the chairman or to the Secretary or to
any Director at the adjourned meeting or at the meeting at which the
poll is demanded.
61 BODY CORPORATE ACTING BY REPRESENTATIVES
Any body corporate 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 body
corporate as the body corporate could exercise if it were an
individual member of the company, and such body corporate shall for
the purposes of these Articles be deemed to be present in person at
any such meeting (or adjournment thereof) if a person so authorised is
present thereat and all references to attendance and voting in person
shall be construed accordingly. A Director or the Secretary or some
person authorised for such purpose by the Directors or the Secretary
may require the representative to produce a certified copy of the
resolution so authorising him before permitting him to exercise his
powers.
62 MEMBERS' WRITTEN RESOLUTIONS
A resolution in writing duly executed by or on behalf of all the
members of the company entitled to receive notice of and to attend and
vote at a general
46
meeting shall be as valid and effectual as if it had been passed at
the general meeting of the company duly convened and held and may be
contained in one document or in several documents in the same terms
each executed by one or more of the members or their proxies or
attorneys and execution in the case of a body corporate which is a
member shall be sufficient if made by a director thereof or by its
duly authorised representative. If such a resolution in writing is
described as a special resolution or as an extraordinary resolution it
shall have effect accordingly.
63 CLASS MEETINGS
Any separate meeting for the holders of any class of shares (whether
in connection with the variation or abrogation of the rights attached
to shares of the class or otherwise) shall be convened and conducted
in all respects as nearly as possible in the same way as an
extraordinary general meeting of the company provided that:-
63.1 no member, other than a Director, shall be entitled to notice of it or
to attend unless he is a holder of shares of that class;
63.2 no vote shall be given except in respect of the shares of that class;
63.3 the quorum attending such meeting shall be two persons present in
person holding or representing by proxy or as the duly authorised
representative of a corporation at least one-third in nominal value of
the issued shares of the class except where there is only one holder
of the class of shares in which case the quorum shall be such holder;
63.4 the quorum attending adjourned meetings shall be two persons holding
shares of the class in question who are present in person or by proxy
except where there is only one holder of the class of shares in which
case the quorum shall be such holder; and
63.5 a poll may be demanded in writing by any member present in person or
by proxy or as the duly authorised representative of a corporation and
entitled to vote at the meeting and on a poll each member shall have
one vote for every share of the class in question of which he is the
holder.
DIRECTORS
64 NUMBER OF DIRECTORS
47
Subject as hereinafter provided the number of Directors shall not
exceed 30 and shall not be less than two. The company may by ordinary
resolution from time to time vary the minimum number and/or maximum
number of Directors.
65 NO SHARE QUALIFICATION
A Director shall not be required to hold any shares of the company by
way of qualification. A Director who is not a member of the company
shall nevertheless be entitled to attend and speak at general meetings
and at any separate meeting of the holders of any class of shares or
debentures in the capital of the company.
DIRECTORS' REMUNERATION AND EXPENSES
66 DIRECTORS' FEES
The amount of any fees payable to Directors shall be determined by the
Directors provided that they shall not in any year exceed in aggregate
the sum of (pound)200,000 or such other sum as may from time to time
be approved by ordinary resolution (excluding amounts payable under
any other provision of these Articles). Any such fees shall be
divisible among the Directors as they may agree, or, failing
agreement, equally, except that any Director who shall hold office for
part only of the period in respect of which such remuneration is
payable shall be entitled only to rank in such division for a
proportion of the remuneration related to the period during which he
has held office.
67 REMUNERATION OF EXECUTIVE DIRECTOR
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, at the request of the Directors, goes or resides
abroad, makes any special journey or otherwise performs services which
in the opinion of the Directors are outside the scope of the ordinary
duties of a Director, may be paid such remuneration by way of salary,
commission or otherwise as the Directors may determine in addition to
or in lieu of any fee payable to him for his services as Director
pursuant to these Articles.
68 EXPENSES
The company shall repay to any Director all such reasonable expenses
as he
48
may properly incur in the performance of his duties including
attending meetings of the Directors or of any committee of the
Directors or general meetings or separate meetings of the holders of
any class of shares or debentures of the company or otherwise in or
about the business of the company.
DIRECTORS' INTERESTS
69 DIRECTORS' PENSIONS AND OTHER BENEFITS
The Directors may exercise all the powers of the company to establish
and maintain or procure the establishment and maintenance of any
non-contributory or contributory pension or superannuation funds for
the benefit of, and give or procure the giving of donations,
gratuities, pensions, allowances or emoluments to, any persons who are
or were at any time in the employment or service of or who are or were
at any time Directors or officers of and holding any salaried
employment or office in the company or any other company which is its
holding company or in which the company or such holding company has
any interest whether direct or indirect or which is in any way allied
to or associated with the company or in any company which is a
subsidiary undertaking of the company or of any such other company and
the families and dependants of any such persons, and also 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 such other company, or of any
such persons as aforesaid, and, subject to the Statutes, make payments
for or towards the insurance of any such persons as aforesaid, and do
any of the matters aforesaid either alone or in conjunction with any
such other company.
70 POWER TO PURCHASE INSURANCE
Without prejudice to the provisions of Article 135 and subject to the
Statutes, 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:-
70.1 directors, officers, employees or auditors of the company or of any
other company which is its holding company, or in which the company or
such holding company has any interest whether direct or indirect, or
which is in any
49
way allied to or associated with the company or such holding company,
or of any subsidiary undertaking of the company or of such other
company;
70.2 trustees of any pension fund in which employees of the company or of
any other such company or subsidiary 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 exercise, execution
and/or discharge of their powers or duties and/or otherwise in
relation to their duties, powers or offices in relation to the company
or any other such company, subsidiary undertaking or pension fund.
71 DIRECTORS' INTERESTS IN OFFICES/ARRANGEMENTS
71.1 Subject to the provisions of the Statutes, and provided that he has
disclosed to the Directors the nature and extent of any material
interest of his, a Director notwithstanding his office:-
71.1.1 may be a party to, or otherwise interested in, any contract,
transaction or arrangement with the company or in which the company is
otherwise interested (including any insurance against any liability
purchased or maintained by the company for him or for his benefit);
71.1.2 may be a director or other officer of, or employed by, or a party to
any transaction or arrangement with, or otherwise interested in, any
body corporate promoted by the company or in which the company is
otherwise interested;
71.1.3 may hold any other office or place of profit under the company (except
that of auditor or auditors of a subsidiary of the company) in
conjunction with the office of Director and may act by himself or
through his firm 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 either in addition to or in lieu of any
remuneration provided for by any other of these Articles; and
71.1.4 shall not, by reason of his office, be accountable to the company for
any benefit which he derives from any such office or employment or
from any such contract, transaction or arrangement or from any
interest in any such body corporate, and no such contract, transaction
or arrangement shall be liable to be avoided on the ground of any such
interest or benefit.
50
71.2 A Director who, to his knowledge, is in any way (directly or
indirectly) interested in any contract, transaction or arrangement
with the company shall declare the nature of his interest at the
Directors' meeting at which the question of entering into the
contract, transaction or arrangement is first considered if he knows
his interest then exists or, in any other case, at the first
Directors' meeting after he knows that he is or has become so
interested.
71.3 For the purposes of this Article:-
71.3.1 a general notice given to the Directors at a meeting of the Directors
that a Director is to be regarded as having an interest, of the nature
and extent specified in the notice, in any contract, transaction or
arrangement in which a specified person or class of persons is
interested, shall be deemed to be a disclosure that the Director has
an interest in any such transaction of the nature and extent so
specified; and
71.3.2 an interest of which a Director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as
an interest of his.
72 EXERCISE OF VOTING POWER
The Directors may exercise the voting power conferred by the shares in
any other company held or owned by the company, or exercisable by them
as directors of such other company, in such manner in all respects as
they think fit (including the exercise thereof in favour of any
resolution appointing themselves or any of them directors or other
officers or employees of that company or voting or providing for the
payment of remuneration to or the purchase and maintenance of
insurance against liability for such officers or employees).
EXECUTIVE DIRECTORS
73 APPOINTMENT OF EXECUTIVE DIRECTORS
73.1 The Directors may from time to time appoint one or more of their body
to be the holder of any executive office (including, where considered
appropriate, the office of chairman, deputy chairman, managing
director or chief executive) on such terms and for such period
(subject to the provisions of the Statutes) as they may determine and,
without prejudice to the terms of any agreement
51
entered into in any particular case, may at any time revoke or
terminate any such appointment.
73.2 The appointment of any Director to any such executive office shall
automatically determine if he ceases for any cause to be a Director,
but without prejudice to any claim he may have for damages for breach
of any agreement between him and the company.
74 POWERS OF EXECUTIVE DIRECTORS
The Directors may entrust to and confer upon any Director holding any
executive office any of the powers, authorities and discretions (with
power to sub-delegate) exercisable by them as Directors upon such
terms and conditions and with such restrictions as they think fit, and
either collaterally with or to the exclusion of their own powers, and
may from time to time revoke, withdraw, alter or vary all or any of
such powers.
APPOINTMENT AND RETIREMENT OF DIRECTORS
75 NO RETIREMENT BY REASON OF AGE
Any provisions of the Statutes which, but for this Article, would have
the effect of rendering any person ineligible for appointment as a
Director or liable to vacate office as a Director on account of his
having reached any specified age, or of requiring special notice or
any other special formality in connection with the appointment of any
Director over a specified age, shall not apply to the company.
76 VACATION OF OFFICE BY DIRECTOR
76.1 Without prejudice to the provisions for retirement (by rotation or
otherwise) contained in these Articles, the office of a Director shall
be vacated on the occurrence of any of the following events:-
76.1.1 if he ceases to be a Director by virtue of any provision of the
Statutes, is removed from office pursuant to these Articles or becomes
prohibited by law from acting as a Director;
76.1.2 if, not being an executive Director holding office as such for a fixed
term or other minimum period which has not expired, he resigns by
notice in writing under his hand left at the Office or tendered at a
board meeting;
76.1.3 if, being such an executive Director, he offers in writing to resign
and the
52
Directors resolve to accept such offer;
76.1.4 if he becomes bankrupt, has a receiving order made against him or
makes any arrangement or compounds with his creditors generally or
applies to the court for an interim order under section 253 of the
Insolvency Act 1986 in connection with a voluntary arrangement under
that Act;
76.1.5 if in the United Kingdom or elsewhere an order is made by any court
claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the
appointment of a receiver or other person (by whatever name called) to
exercise powers with respect to his property or affairs, or if he is
admitted to hospital pursuant to an application for treatment under
the Mental Health Act 1983 or the Mental Health (Scotland) Act 1960 or
1984;
76.1.6 if he is absent from meetings of the Directors for six consecutive
months without leave and the Directors resolve that his office be
vacated; or
76.1.7 if he is removed from office by notice in writing served upon him
signed by all his co-Directors, but so that if he holds an appointment
to an executive office which thereby automatically determines such
removal shall be deemed an act of the company and shall have effect
without prejudice to any claim for damages for breach of any agreement
between him and the company.
76.2 A resolution of the Directors declaring a Director to have vacated
office under the terms of this Article shall be conclusive as to the
fact and grounds of vacation stated in the resolution.
77 RETIREMENT BY ROTATION
77.1 At each annual general meeting, one-third of the Directors who are
subject to retirement by rotation or, if their number is not three or
a multiple of three, the number nearest to but not greater than
one-third, shall retire from office by rotation, but so that, if there
are fewer than three Directors who are subject to retirement by
rotation, one shall retire from office.
77.2 In addition to any Director required to retire by rotation under
Article 77.1 there shall also be required to retire any Director who
at an annual general meeting of the Company shall have then been a
Director at each of the preceding two annual general meetings of the
Company and who was not
53
required to retire by the provisions of the Articles at either such
annual general meeting and who has not otherwise ceased to be a
Director (whether by resignation, retirement, removal, or otherwise)
and been re-elected by the Company in general meeting at or since
either such annual general meeting.
78 DIRECTORS TO RETIRE
Subject to the provisions of the Statutes and of these Articles, 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 of Directors at the start
of business on the date of the notice convening the annual general
meeting notwithstanding any change in the number or identity of the
Directors after that time but before the close of the meeting.
79 DEEMED RE-ELECTION
At the meeting at which a Director retires under any provision of
these Articles the company may by ordinary resolution fill 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 unless:-
79.1 at such meeting it is expressly resolved not to fill such office, or a
resolution for the re-election of such Director is put to the meeting
and lost; or
79.2 such Director has given notice in writing to the company that he is
unwilling to be re-elected; or
79.3 the default is due to the moving of a resolution in contravention of
Article 81.
80 POSITION OF RETIRING DIRECTOR
The retirement of a Director shall not have effect until the
conclusion or adjournment of the meeting except where a resolution is
passed to elect some
54
other 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.
81 APPOINTMENT OF TWO OR MORE DIRECTORS
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 by
the meeting without any vote being given against it and any resolution
moved in contravention of this Article shall be void.
82 ELIGIBILITY OF NEW DIRECTORS
No person, other than a Director retiring at the meeting or a person
recommended by the Directors, shall be eligible for appointment as a
Director at any general meeting unless not less than seven nor more
than forty-two 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 appointment and also notice in writing signed
by the person to be proposed of his willingness to be appointed and
stating all such particulars of him as would, on his appointment, be
required to be included in the company's register of directors.
83 REMOVAL BY COMPANY
83.1 In addition to any power of removal conferred by the Statutes, the
company may by ordinary resolution of which special notice has been
given remove any Director from office (notwithstanding any provision
of these Articles 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).
83.2 The company may by ordinary resolution appoint another person in place
of a Director so removed from office.
83.3 Any 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
55
become a Director on the day on which the Director in whose place he
is appointed was appointed or last re-elected a Director.
83.4 In default of such appointment the vacancy arising upon the removal of
a Director from office may be filled as a casual vacancy.
84 POWER OF THE COMPANY TO APPOINT DIRECTORS
The company may by ordinary resolution appoint any person who is
willing to act to be a Director either to fill a casual vacancy or as
an additional Director but so that the total number of Directors shall
not exceed any maximum number (if any) fixed in accordance with these
Articles.
85 POWER OF THE DIRECTORS TO APPOINT DIRECTORS
85.1 The Directors shall have power at any time to appoint any person who
is willing to act as a Director either to fill a vacancy or as an
addition to the existing Directors but so that the total number of
Directors appointed shall not exceed the maximum number (if any) fixed
by or in accordance with these Articles.
85.2 Any person so appointed by the Directors shall hold office only until
the next annual general meeting and shall then be eligible for
re-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
86.1 Any Director (other than an alternate director) may at any time by
notice in writing and deposited at the Office, or delivered at a
meeting of the Directors, appoint any person (including another
Director) to be his alternate director. Such appointment, unless
previously approved by the Directors, shall have effect only upon and
subject to being so approved.
86.2 A Director may at any time by notice in writing and deposited at the
Office, or delivered at a meeting of the Directors, revoke the
appointment of his alternate director and, subject to the provisions
of Article 86.1, appoint another person in his place. 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; but if a Director retires by
rotation or otherwise but is re-appointed or deemed to have been
56
re-appointed at the meeting at which he retires any appointment of an
alternate director made by him which was in force immediately prior to
his retirement shall continue after his re-appointment.
86.3 An alternate director shall (subject to him giving to the company an
address within the United Kingdom at which notices may be served on
him) 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 appointing him is not personally present, and
generally at such meeting to exercise all the powers, rights, duties
and authorities of his appointor as a Director, and for the purposes
of the proceedings at such meeting the provisions of these Articles
shall apply as if he (instead of his appointor) were a Director. If he
shall be himself a Director or shall attend any such meeting as an
alternate for more than one Director his voting rights shall be
cumulative but he shall count as only one for the purpose of
determining whether a quorum is present. If his appointor 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 his
appointor.
86.4 An alternate director shall not be required to hold any shares in the
company and shall not be counted in reckoning the maximum number of
Directors allowed by these Articles.
86.5 To such extent as the Directors may from time to time determine in
relation to any committees of the Directors, the foregoing provisions
of Article 86.3 shall also apply mutatis mutandis to any meeting of
any such committee of which his appointor is a member.
86.6 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 Articles nor shall he be deemed to be the agent of the
Director appointing him, but he shall be an officer of the company and
shall alone be responsible to the company for his own acts and
defaults.
86.7 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
57
were a Director, but he shall not be entitled to receive from the
company in respect of his appointment as alternate director any
remuneration except only such part (if any) of the remuneration
otherwise payable to his appointor as such appointor may by notice in
writing to the company from time to time direct.
ASSOCIATE DIRECTORS
87.1 The Directors may from time to time appoint any manager or other
person in the employment of the company or its holding company or any
subsidiary undertaking of the company or of its holding company to be
an associate director of the company.
87.2 Any associate director may be removed by resolution of the Directors
at any time for any reason and without the giving of any notice in
that behalf.
87.3 Until otherwise determined by the company in general meeting, the
number of associate directors for the time being shall not exceed six.
87.4 An associate director appointed under this Article shall not be
required to hold any shares in the company to qualify him for such
office.
87.5 An associate director shall not while he continues to hold office be
taken into account in calculating the number to form a quorum at any
meeting of the Directors.
87.6 The appointment, continuance in office, removal, powers, duties and
remuneration of an associate director shall be determined by the
Directors, with full power to make such arrangements as the Directors
may think fit.
87.7 An associate director shall not except with and to the extent of the
sanction of the Directors:-
87.7.1 have any right of access to the books of the company;
87.7.2 be entitled to receive notice of or to attend at the meetings of the
Directors; or
87.7.3 be entitled to participate in any other respect in the exercise of the
collective powers or duties of the Directors or to exercise any of the
powers or rights of a Director individually under these Articles,
provided that no act shall be done by the Directors which would impose
any personal liability on any associate director either under the
Statutes or otherwise except with his knowledge and consent.
58
87.8 An associate director shall not in any circumstances be entitled to
vote at any meeting of the Directors.
MEETINGS AND PROCEEDINGS OF DIRECTORS
88 MEETINGS OF DIRECTORS
Subject to the provisions of these Articles, 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. 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. Notice of a meeting of Directors shall be deemed
to be duly given to a Director if it is given to him personally or by
word of mouth or sent in writing to him at his last known address or
any other address given by him to the company for this purpose. Any
Director may waive the requirement for notice of any meeting to be
given to him and any such waiver may be prospective or retrospective.
89 QUORUM
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 a quorum is present shall be competent to exercise all
powers, authorities and discretions for the time being vested in or
exercisable by the Directors.
90 VOTING
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.
91 LIMITATIONS ON VOTING OF INTERESTED DIRECTORS
91.1 Save as herein provided, a Director shall not vote in respect of any
resolution of the Directors or a committee of the Directors concerning
any contract, transaction, arrangement or any other proposal
whatsoever to which the company is or is to be a party and in which he
(together with any interest of any person connected with him within
the meaning of section 346(2) of the Act) has any material interest,
otherwise than by virtue of his interests in
59
shares or debentures or other securities of, or otherwise in or
through, the company. A Director shall not be counted in the quorum at
a meeting in relation to any resolution on which he is debarred from
voting.
91.2 Subject to the provisions of the Statutes, a Director shall (in the
absence of any interest which, together with any interest of any
person connected with him, is a material interest, other than as
indicated below) be entitled to vote (and be counted in the quorum) in
respect of any resolution concerning any of the following matters:-
91.2.1 the giving of any guarantee, security or indemnity in respect of money
lent or obligations incurred by him or by any other person at the
request of or for the benefit of the company or any of its subsidiary
undertakings;
91.2.2 the giving of any guarantee, security or indemnity in respect of a
debt or obligation of the company or any of its subsidiary
undertakings for which he himself has assumed responsibility in whole
or in part under a guarantee or indemnity or by the giving of
security;
91.2.3 any contract, transaction, arrangement or proposal concerning an offer
of shares or debentures or other securities of or by the company or
any of its subsidiary undertakings in which offer he is or may be
entitled to participate as a holder of securities or in the
underwriting or sub-underwriting of which the director is to
participate;
91.2.4 any contract, transaction, arrangement or proposal to which the
company is or is to be a party concerning any other body corporate in
which he (together with any persons connected with him) do not to his
knowledge hold an interest in shares (as that term is used in Part VI
of the Act) representing one per cent. or more of either any class of
the equity share capital or the voting rights in such body corporate;
91.2.5 any contract, transaction, arrangement or proposal for the benefit of
the employees of the company or any of its subsidiary undertakings and
which does not award any Director any privilege or benefit not
generally awarded to the employees to whom such arrangement relates;
and
91.2.6 any contract, transaction, arrangement or proposal concerning any
insurance against liability which the company is empowered to purchase
and/or maintain
60
for or for the benefit of any Directors or group of persons who
include Directors.
91.3 Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the company or any body
corporate in which the company is interested, such proposals may be
divided and considered in relation to each Director separately, and in
such case each of the Directors concerned (if not debarred from voting
under Article 91.1 or Article 91.2.4 shall be entitled to vote (and be
counted in the quorum) in respect of each resolution except that
concerning his own appointment.
91.4 For the purposes of this Article an interest of a person who is, for
the purposes of the Statutes, connected with a Director shall be
treated as an interest of the Director and, in relation to an
alternate, an interest of his appointor shall be treated as an
interest of the alternate in addition to any interest which the
alternate otherwise has.
91.5 If any question arises at any meeting as to the materiality of a
Director's interest (other than the chairman's interest) or as to the
entitlement of any Director (other than the chairman) to vote or be
counted in the quorum, and such question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the
quorum, such question shall be referred to the chairman of the meeting
and his ruling in relation to any such 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.
91.6 If any question arises at any meeting as to the materiality of the
chairman's interest or as to the entitlement of the chairman to vote
or be counted in a quorum, and such question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the
quorum, such question shall be decided by resolution of the Directors
or committee members present at the meeting (excluding the chairman)
whose majority vote shall be final and conclusive except in a case
where the nature or extent of the interests of the chairman has not
been fairly disclosed.
92 POWERS OF DIRECTORS IF BELOW MINIMUM NUMBER
61
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 Articles the continuing
Director or Directors may act for the purpose of appointing an
additional Director or Directors to make up such minimum or of
summoning general meetings, but not for any other purpose. If there be
no Director or Directors able or willing to act, then any two members
may summon a general meeting for the purpose of appointing Directors.
93 CHAIRMAN
The Directors may elect a chairman and deputy chairman and determine
the period for which each is to hold office (and may at any time
remove either from office). If no chairman or deputy chairman shall
have been appointed, or if at any meeting neither be present within
thirty minutes after the time appointed for holding the same, the
Directors present may choose one of their number to be chairman of the
meeting.
94 RESOLUTIONS IN WRITING
A resolution in writing duly executed by all the Directors for the
time being entitled to receive notice of and to vote and to be counted
in the quorum of a meeting of Directors, or by all members of a
committee of the Directors, shall be as valid and effective as if it
had been passed at a meeting of the Directors (or committee, as the
case may be,) duly convened and held and may be contained in one
document or in several documents in the same terms each executed by
one or more Directors. A resolution executed by an alternate director
need not also be executed by his appointor.
95 PARTICIPATION BY TELEPHONE
Any Director or his alternate may validly participate in a meeting of
the Directors or a committee of the Directors through the medium of
conference telephone or similar form of communication equipment
provided that all persons participating in the meeting are able to
hear and speak to each other throughout such meeting. A person so
participating shall be deemed to be present in person at the meeting
and shall accordingly be counted in a quorum and entitled to vote.
Subject to the Statutes, all business transacted in such
62
manner by the Directors or a committee of the Directors shall for the
purposes of these Articles be deemed to be valid and effectively
transacted at a meeting of the Directors or a committee
notwithstanding that fewer than two Directors or alternate directors
are physically present at the same place. Such a meeting shall be
deemed to take place where the largest group of those participating is
assembled or, if there is no such group, where the chairman of the
meeting then is.
96 DELEGATION TO COMMITTEES
96.1 The Directors may delegate any of their powers, authorities and
discretions for such time upon such terms and subject to such
conditions as they think fit to committees (with power to
sub-delegate) consisting of one or more Director and (if thought fit)
one or more other persons co-opted as hereinafter provided. The power
to delegate contained in this Article shall be effective in relation
to the powers, authorities and discretions of the Directors generally
and shall not be limited by the fact that in certain Articles, but not
in others, express reference is made to particular powers, authorities
or discretions being exercised by the Directors or by a committee
authorised by the Directors.
96.2 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. The Directors may confer such powers either
collaterally with, or to the exclusion of and in substitution for, all
or any of the powers of the Directors in that respect and may from
time to time revoke, withdraw, alter or vary all or any of such powers
and discharge any such committee in whole or in part.
96.3 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:-
96.3.1 the number of co-opted members shall be less than one-half of the
total number of members of the committee; and
96.3.2 no resolution of the committee shall be effective unless a majority of
the members of the committee present at the meeting are Directors or
alternate directors.
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97 PROCEEDINGS OF COMMITTEES
The meetings and proceedings of any such committee consisting of two
or more members shall be governed mutatis mutandis by the provisions
of these Articles regulating the meetings and proceedings of the
Directors, so far as the same are not superseded by any regulations
made by the Directors under the last preceding Article.
98 VALIDITY OF PROCEEDINGS OF DIRECTORS AND COMMITTEES
All acts done by any meeting of Directors, or of any such committee,
or by any person acting as a Director, alternate 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 such person had been
duly appointed and was qualified and had continued to be a Director,
alternate director or member of the committee and had been entitled to
vote.
BORROWING POWERS
99.1 The Directors may exercise all the powers of the company to borrow
money and to mortgage or charge all or any part of its undertaking,
property, assets (present and future) and uncalled capital, and,
subject to the provisions of the Statutes, to create and issue
debenture and other loan stock and debentures and other securities,
whether outright or as collateral security for any debt, liability or
obligation of the company or of any third party.
99.2 The Directors shall restrict the borrowings of the company and
exercise all voting and other rights and powers of control exercisable
by the company in relation to its subsidiary undertakings, so as to
secure (so far, as regards subsidiary undertakings, as by such
exercise they can secure) that the aggregate principal amount
(together with any fixed or minimum premium payable on final repayment
or redemption) at any one time remaining outstanding of all moneys
borrowed by the "GROUP" (which expression in this Article means and
includes the company and its subsidiary undertakings from time to
time) and from time to time owing to persons outside the Group shall
not at any time, without the previous sanction of an ordinary
resolution of the
64
company, exceed an amount equal to three times the Adjusted Capital
and Reserves.
99.3 For the purposes of this Article the "ADJUSTED CAPITAL AND RESERVES"
means a sum equal to the aggregate from time to time of:-
99.3.1 the amount paid up or credited as paid up on the allotted or issued
share capital of the company; and
99.3.2 the amount standing to the credit of the consolidated capital and
revenue reserves (including, without limitation, any share premium
account, capital redemption reserve and revaluation reserve and after
adding thereto or deducting therefrom any balance standing to the
credit or debit of the profit and loss account) of the company and its
subsidiary undertakings; all as shown in the relevant balance sheet
and adjusted in accordance with Article 99.4.
99.4 The sum equal to the aggregate amounts of the capital and reserves
calculated in accordance with Article 99.3 shall:-
99.4.1 be adjusted as may be appropriate to reflect any variation since the
date of the relevant balance sheet in the amount of the paid up or
credited as paid up share capital, in the amount standing to the
credit of such reserves (other than variations in the profit and loss
account arising from normal trading) and in interests in subsidiary
undertakings;
99.4.2 be adjusted to take account of any subsidiary undertaking the balance
sheet of which was not consolidated with the relevant balance sheet;
99.4.3 exclude therefrom such amounts, if any, as are attributable to the
proportion of the issued equity share capital of any subsidiary
undertaking which is not attributable directly or indirectly to the
company;
99.4.4 exclude therefrom (if not otherwise taken into account) any sum set
aside for taxation (including deferred taxation), other than sums set
aside in respect of taxation equalisation;
99.4.5 have deducted therefrom the amount of any distribution declared,
recommended or made by any member of the Group to any person other
than a member of the Group out of profits earned down to and including
the date of and not provided for in the relevant balance sheet;
65
99.4.6 have deducted therefrom any amounts attributable to goodwill (other
than goodwill arising only on consolidation) and other intangible
assets shown in the relevant balance sheet; and
99.4.7 be calculated after making such other adjustments (if any) as the
Auditors consider appropriate.
99.5 For the purposes of this Article 99 the following shall (except in so
far as otherwise taken into account) be deemed to be included in the
expression "MONEYS BORROWED":-
99.5.1 the nominal or principal amount of any share capital, moneys borrowed
or other indebtedness of any person or body, whether corporate or
unincorporate, the beneficial interest in which or the right to
repayment of which is not for the time being owned by, but the
repayment of which is guaranteed or secured by or is the subject of an
indemnity given by, a member of the Group;
99.5.2 the principal amount raised by any member of the Group by acceptances
or under any acceptance credit opened on its behalf and in its favour
by any bank or acceptance house (not being acceptances or acceptance
credits in relation to the purchase of goods or service in the
ordinary course of trading the amounts raised under which are to
remain outstanding after acceptance for not more than 180 days);
99.5.3 the principal amount from time to time owed in respect of any loan
capital or other debenture of any member of the Group, whether issued
in whole or in part for cash or otherwise owned otherwise than by a
member of the Group;
99.5.4 the nominal amount of any issued share capital of any subsidiary
undertaking (not being equity share capital which as regards capital
has rights no more favourable than those attached to its ordinary
share capital) not for the time being beneficially owned by the
company or another subsidiary undertaking which is wholly owned by a
member of the Group;
99.5.5 any fixed or minimum premium payable on final repayment of any moneys
borrowed (but so that any premium payable on final repayment of an
amount not to be taken into account as moneys borrowed shall not be
taken into account); and
99.5.6 amounts raised under any transaction (including, without limitation,
forward
66
sale or purchase agreements) having the commercial effect of
borrowings entered into to enable the finance of operations or capital
requirements.
99.6 For the purposes of this Article 99:-
99.6.1 moneys borrowed or raised by any member of the Group, and intended to
be applied within six months of first being so borrowed or raised in
repaying moneys borrowed by any member of the Group, shall, pending
such application or the expiry of such period whichever shall be the
earlier, be deemed not to be moneys borrowed;
99.6.2 such proportion of the borrowings of any partly-owned subsidiary as
that part of its issued and paid-up equity share capital which is not
beneficially owned, directly or indirectly, by any member of the Group
bears to the whole of its issued and paid-up equity share capital
shall be deemed not to be moneys borrowed; such proportion of the
borrowings of any member of the Group from any partly-owned subsidiary
as that part of such partly-owned subsidiary's issued and paid-up
equity share capital which is not beneficially owned, directly or
indirectly, by any member of the Group bears to the whole of its
issued and paid-up equity share capital shall be deemed to be moneys
borrowed;
99.6.3 moneys borrowed by any member of the Group from bankers or others for
the purpose of financing any contract in respect of which any part of
the price receivable under the contract by that or any other member of
the Group is guaranteed or insured to an amount not exceeding that
part of the price receivable under the contract which is so guaranteed
or insured, shall be deemed not to be moneys borrowed;
99.6.4 moneys borrowed shall not include any moneys borrowed which are for
the time being deposited with H.M. Customs & Excise or other body, or
equivalent body in any part of the world, designated by any relevant
legislation or order in connection with import deposits or any similar
governmental scheme to the extent that the member of the Group making
such deposit retains its interest therein;
99.6.5 an amount equal to the amount of moneys borrowed by an undertaking
which becomes a subsidiary undertaking of the company after the date
of adoption of
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these Articles, and which are outstanding at the date when such
undertaking becomes a subsidiary undertaking, shall for the period of
six months from the date of such event be deemed not to be moneys
borrowed;
99.6.6 an amount equal to the amount secured on an asset immediately after it
was acquired by a member of the Group, shall for the period of six
months from the date of such event be deemed not to be monies
borrowed;
99.6.7 any undertaking which it is proposed shall become or cease to be a
subsidiary undertaking of the company contemporaneously with any
relevant transaction shall be treated as if it had already become or
ceased to be a subsidiary undertaking;
99.6.8 for the avoidance of doubt, amounts prospectively payable for the hire
or lease of movable or immovable property shall not be deemed to be
moneys borrowed notwithstanding that a capital amount in respect of
such amounts may be included as a liability in the balance sheet;
99.6.9 when the aggregate amount of moneys borrowed required to be taken into
account for the purposes of this Article 99 on any particular day is
being ascertained, any such moneys denominated or repayable in a
currency other than sterling shall be translated for the purpose of
calculating the sterling equivalent either at the rate of exchange
used for the conversion of that currency in the relevant balance sheet
or, if no rate was used, at the middle market rate of exchange
prevailing at the close of business on that day in London or, where
the repayment of such monies is expressly covered by a forward
purchase contract, currency option, back-to-back loan, swap or other
arrangements taken out and entered into to reduce the risk associated
with fluctuation in exchange rates, the rate of exchange specified in
that document; and
99.6.10 no moneys borrowed shall be included in the same calculation more than
once.
99.7 For the purposes of this Article 99 "RELEVANT BALANCE SHEET" means the
latest audited consolidated balance sheet and profit and loss account
of the Group or, where the company has no subsidiary undertakings, it
means the latest audited balance sheet and profit and loss account of
the company or, where the company has subsidiary undertakings but
there are no consolidated accounts of
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the Group, it means either the respective latest balance sheets and
profit and loss accounts of the companies comprising the Group or, if
any, the pro-forma consolidated balance sheet of the Group as included
in any listing particulars delivered to the registrar of companies.
99.8 A certificate or report by the Auditors as to the amount of the
Adjusted Capital and Reserves or the amount of moneys borrowed, or to
the effect that the limit imposed by this Article 99 has not been or
will not be exceeded at any particular time or times, shall be
conclusive evidence of such amount or fact for the purposes of this
Article 99. Nevertheless, the Directors may at any time act in
reliance on a bona fide estimate of the amount of the Adjusted Capital
and Reserves and if in consequence the limit on borrowings set out in
this Article 99 is inadvertently exceeded, an amount borrowed equal to
the excess may be disregarded until 90 days after the date on which by
reason of a determination of the Auditors or otherwise the Directors
become aware that such a situation has or may have arisen.
99.9 No lender or other person dealing with the company shall be concerned
to see or enquire whether the limit contained in this Article 99 is
observed. No debt incurred in excess of such limit shall be invalid
and no security given for the same shall be invalid or ineffectual,
except in the case of express notice to the lender or the recipient of
the security, at the time when the debt was incurred or security
given, that the limit hereby imposed had been, or would thereby be,
exceeded.
POWERS OF DIRECTORS
100 GENERAL POWERS OF DIRECTORS
100.1 The business 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 the memorandum of association of the company from time to time or
by these Articles required to be exercised by the company in general
meeting, subject nevertheless to any regulations, not being
inconsistent with the Statutes or the memorandum of association of the
company from time to time or these Articles, as may be prescribed by
special resolution of the company.
100.2 No regulation so made by the company and no alteration of the
memorandum
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of association or of these Articles shall invalidate any prior act of
the Directors which would have been valid if such alteration or
regulation had not been made.
100.3 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.
101 LOCAL MANAGEMENT
The Directors may, from time to time and at any time, establish any
local or divisional boards or agencies for managing any of the affairs
of the company and may appoint any persons to be members of such local
or divisional board, or any managers or agents, and may fix their
remuneration. The Directors may, from time to time and at any time,
delegate to any local or divisional board, manager or agent so
appointed any of its powers, authorities and discretions with power to
sub-delegate (other than their power to make calls, forfeit shares,
borrow money or allot or issue shares or debentures) and may authorise
the members for the time being of any such local or divisional board,
or any of them, to fill any vacancies and to act notwithstanding
vacancies; and any such appointment or delegation may be made for such
time, on such terms and subject to such conditions as the Directors
may think fit. The Directors may confer such powers either
collaterally with, or to the exclusion of and in substitution for, all
or any of the powers of the Directors in that respect and may from
time to time revoke, withdraw, alter or vary all or any of such powers
and, subject to any terms and conditions expressly imposed by the
Directors, the proceedings of any local or divisional board or agency
with two or more members shall be governed by such of these Articles
as regulate the proceedings of the Directors, so far as they are
capable of applying.
102 POWER OF ATTORNEY
The Directors may by power of attorney or otherwise appoint any person
or persons to be the agent of the company and may delegate to any such
person or persons any of its powers, authorities and discretions (with
power to sub-delegate) in each case for such purposes and for such
time, upon such terms and subject to such conditions as they think
fit. Such appointment may, if the Directors think fit, be made in
favour of the members or any of the
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members of any local or divisional board, or in favour of any body
corporate or of the members, directors, nominees or managers of any
body corporate or unincorporate or otherwise in favour of any
fluctuating body of persons, whether nominated directly or indirectly
by the Directors and any such power of attorney may contain such
powers for the protection or convenience of persons dealing with such
attorney as the Directors may think fit. The Directors may confer such
powers either collaterally with, or to the exclusion of and in
substitution for, all or any of the powers of the Directors in that
respect and may from time to time revoke, withdraw, alter or vary all
or any of such powers.
SECRETARY
103.1 Subject to the Act, 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
agreement 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 may think fit, one or
more assistant or deputy secretaries. Anything required or authorised
to be done by or to the Secretary may, if the Secretary is incapable
of acting, be done by or to any assistant or deputy secretary.
103.2 Any provision of the Statutes or of these Articles requiring or
authorising a thing to be done by or to a Director and the Secretary
shall not be satisfied by its being done by or to the same person
acting both as Director and as, or in the place of, the Secretary.
SEAL AND EXECUTION OF DEEDS
104.1 The Directors shall provide for the safe custody of the Seal and any
Securities Seal and neither shall be used without the authority of a
resolution of the Directors or of a committee authorised by the
Directors in that behalf.
104.2 Every instrument to which either shall be affixed shall be signed
autographically by one Director and the Secretary or by two Directors,
save that as regards any certificates for shares or debentures or
other securities of the company the Directors may by resolution
determine that such signatures or
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either of them shall be dispensed with or affixed by some method or
system of mechanical signature or may be printed thereon.
104.3 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 need not be signed or, if signed, any signature may be affixed by
some method or system of mechanical signature or may be printed
thereon.
104.4 Where the Statutes so permit, any instrument signed by one Director
and the Secretary or by two Directors and expressed to be executed by
the company shall have the same effect as if executed under the Seal,
provided that no instrument shall be so signed which makes it clear on
its face that it is intended by the person or persons making it to
have effect as a deed without the authority of a resolution of the
Directors or of a committee authorised by the Directors in that
behalf.
AUTHENTICATION OF DOCUMENTS
105.1 Any Director or the Secretary or any person appointed by the Directors
for the purpose shall have power to authenticate any documents
affecting the constitution of the company and any resolutions passed
by the company or the Directors 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.
105.2 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 extract is a true and accurate record of proceedings at
a duly constituted meeting.
RESERVES
106 Subject to the provisions of the Statutes, 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, may be applied for any purpose to which the profits of the
company may properly be applied and,
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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.
DIVIDENDS
107 DECLARATION OF DIVIDENDS
Subject to the provisions of the Statutes and of these Articles, the
company may by ordinary resolution declare dividends to be paid to the
members according to their respective rights and interests in the
profits of the company, but no such dividend shall exceed the amount
recommended by the Directors.
108 FIXED AND INTERIM DIVIDENDS
Subject to the provisions of the Statutes, if and so far 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.
109 INTERIM DIVIDENDS
If the share capital is divided into different classes, the Directors
may pay interim dividends on shares which rank after shares conferring
preferred rights with regard to dividends as well as on shares with
preferred rights, unless at the time of payment any preferential
dividend is in arrear and, provided the Directors act in good faith,
they shall not incur any liability to the holders of shares conferring
preferred rights for any loss they may suffer by the lawful payment of
any interim dividend on any shares ranking after those with preferred
rights.
110 ENTITLEMENT TO DIVIDENDS
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
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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.
111 PROFITS AVAILABLE FOR DISTRIBUTION
No dividend shall be paid otherwise than out of profits available for
distribution under the provisions of the Statutes.
112 DIVIDENDS BEAR NO INTEREST
No dividend or other moneys payable by the company on or in respect of
a share shall bear interest as against the company unless otherwise
provided by the rights attached to the shares.
113 CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS
The Directors may deduct from any dividend or other moneys payable to
any member on or in respect of a share all sums of money (if any)
presently payable by him to the company on account of calls or
otherwise in relation to shares of the company.
114 RETENTION OF DIVIDEND
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.
115 WITHHOLDING OF DIVIDEND ON TRANSMISSION
The Directors may defer payment of any dividend payable on or in
respect of a share 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 share or shall transfer the same.
116 WAIVER OF DIVIDEND
The waiver, in whole or in part, of any dividend on any share by any
document (whether or not executed as a deed) shall be effective only
if such document is
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signed by the shareholder (or the person entitled to the share in
consequence of the death or bankruptcy of the holder) and delivered to
the company and if and to the extent that the same is accepted as such
or acted upon by the company.
117 UNCLAIMED DIVIDENDS
All unclaimed dividends, interest or other sums payable may be
invested or otherwise made use of by the Directors for the benefit of
the company until claimed. 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.
118 UNCASHED DIVIDENDS
If cheques, warrants or orders for dividends or other moneys payable
in respect of a share sent by the company to the person entitled to it
are returned to the company or left uncashed on two consecutive
occasions the company shall not be obliged to send any dividends or
other moneys payable in respect of that share due to that person until
he notifies the company of an address to be used for the purpose.
119 PAYMENT OF DIVIDENDS IN SPECIE
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 body corporate) 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
(or ignore fractions), may fix the value for distribution of such
specific assets or any part thereof, 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.
120 METHOD OF PAYMENT OF DIVIDENDS
Any dividend or other moneys payable in cash on or in respect of a
share may
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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 or bankruptcy of the holder or
otherwise by operation of law, to any one of such persons) or to such
person at such address as such member or person or persons may by
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 or bankruptcy of the holder 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 the money
represented thereby. In addition, any such dividend or other sum may
be paid by any bank or other funds transfer system, or such other
means and to or through such person as the holder or joint holders may
in writing direct, and the company shall have no responsibility for
any sums lost or delayed in the course of any such transfer or where
it has acted on any such directions.
121 RECEIPT OF DIVIDENDS
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 or
bankruptcy of the holder, any one of them may give effectual receipts
for any dividend or other moneys payable on or in respect of the
share.
122 RECORD DATE FOR DIVIDENDS
Notwithstanding any other provision of these Articles but without
prejudice to the rights attached to any shares, the Directors may fix
a date as the record date for any dividend, distribution, allotment or
issue and such record date may be on or at any time within six months
before or after any date on which such dividend, distribution,
allotment or issue is declared, paid or made.
CAPITALISATION OF PROFITS AND RESERVES
123. The Directors may with the authority of an ordinary resolution of the
company:-
123.1 subject as hereinafter provided, resolve to capitalise any amount
standing to
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the credit of the profit and loss account of the company not required
for paying any preferential dividend (whether or not they are
available for distribution) or any amount standing to the credit of
the company's share premium or capital redemption reserve;
123.2 appropriate the sum resolved to be capitalised to the holders of the
ordinary shares in proportion to the nominal amounts of the ordinary
shares (whether or not fully paid) held by them respectively which
would entitle them to participate in a distribution of that sum if
those shares were fully paid and that sum were then distributable and
it were distributed by way of dividend and apply such sum on their
behalf either in or towards paying up the amounts, if any, for the
time being unpaid on any shares held by them respectively or in paying
up in full unissued shares or debentures of the company of a nominal
amount equal to that sum and allot the shares or debentures credited
as fully paid to those members, or as they may direct, in those
proportions, or partly in one way and partly in the other; but the
share premium account, the capital redemption reserve and any profits
which are not available for distribution may, for the purposes of this
Article, only be applied in paying up unissued shares to be allotted
to holders of the ordinary shares credited as fully paid;
123.3 resolve that any shares so allotted to any member in respect of a
holding by him of any ordinary shares which are not fully paid shall
rank for dividend only to the extent that the latter shares rank for
dividend;
123.4 where any difficulty arises with regard to any distribution of any
capitalised reserve or other sum, settle the matter as they think
expedient and, in particular, make such provision by the issue of
fractional certificates or by payment in cash or otherwise as they
determine in the case of shares or debentures becoming distributable
under this Article in fractions (including provision for fractional
entitlements to be disregarded or the benefit thereof to accrue to the
company rather than to the members otherwise entitled thereto); and
123.5 authorise any person to enter on behalf of all the members concerned
into an agreement with the company providing for either:-
123.5.1 the allotment to them respectively, credited as fully paid, of any
shares or
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debentures to which they are entitled upon such capitalisation; or
123.5.2 the payment up by the company on behalf of such members by the
application thereto of their respective proportions of the profits
resolved to be capitalised of the amounts or any part of the amounts
remaining unpaid on their existing shares, any agreement made under
such authority being binding on all such members.
PAYMENT OF SCRIP DIVIDENDS
124.1 Without prejudice to the provisions of Articles 57, 107 and 108, the
Directors may offer members (or holders of a particular class of
shares) the right to elect to receive shares of that class credited as
fully paid, in whole or in part, instead of cash in respect of all or
any part of such dividend or dividends as may be declared by the
company pursuant to Article 107 or, as the case may be, by the
Directors pursuant to Article 108, subject to such exclusions or
restrictions as the Directors may, in their absolute discretion, deem
necessary or desirable in relation to compliance with legal or
practical problems under the laws of any territory or the requirements
of any recognised regulatory body or any stock exchange in any
territory.
124.2 The following provisions shall apply in such circumstances:-
124.2.1 the Directors shall not exercise their powers under this Article 124
in respect of a particular dividend or dividends unless the company by
ordinary resolution has authorised the exercise of those powers in
respect of that dividend or dividends or in respect of dividends
(including that dividend or dividends) to be declared or paid during
or in respect of a specified period, which period may not end later
than the beginning of the annual general meeting next following the
date of the meeting at which the ordinary resolution is passed;
124.2.2 the basis of allotment of shares shall be determined by the Directors
so that, as nearly as may be considered convenient without involving
any rounding up of fractions, the Relevant Value (as determined below)
of the new shares to be allotted instead of any cash dividend shall be
as nearly as possible equal to (but not more than) such cash amount
(disregarding any associated tax credit). For the purpose of this
Article 124, the Relevant Value shall be calculated by
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reference to the average of the last prices of the company's shares as
derived from the Daily Official List of the London Stock Exchange on
the business day on which the shares are first quoted "ex" the
relevant dividend and the four subsequent business days or shall be
determined by or in accordance with the ordinary resolution. A
certificate or report by the Auditors as to the amount of the Relevant
Value in respect of any dividend shall (if the Directors determine
such certificate or report to be necessary in the circumstances) be
conclusive evidence of that amount and on giving such a certificate or
report the Auditors may rely on advice or information from brokers or
other sources of information as they think fit;
124.2.3 no member may receive a fraction of a share;
124.2.4 the Directors may make such arrangements as they consider necessary or
expedient in relation to any offer to be made pursuant to this Article
124 and, without prejudice to the foregoing, the Directors shall,
after determining the basis of allotment, notify the members in
writing of any right of election offered to them and shall send forms
of election (whether in respect of a particular dividend or dividends
generally) and specify the procedure to be followed for making or
revoking such elections and the place at which, and the latest time by
which, duly completed forms of election and any other relevant
document must be lodged in order to be effective;
124.2.5 the dividend (or that part of a dividend in respect of which a right
of election has been offered) shall not be payable on shares in
respect of which an election has been duly made ("ELECTED SHARES") and
instead new shares of the relevant class shall be allotted to the
holders of the Elected Shares on the basis of allotment calculated as
stated in Article 124.2.2. For such purpose, the Directors shall
capitalise out of such of the amounts standing to the credit of the
company's reserves (including any share premium account or capital
redemption reserve), or out of any of the profits which could
otherwise have been applied in paying dividends in cash as the
Directors may determine, a sum equal to the aggregate nominal amount
of the new shares to be allotted on such basis and apply the same in
paying up in full the appropriate number of unissued shares for
allotment and distribution to and amongst the holders of
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the Elected Shares on such basis;
124.2.6 the new shares so allotted shall be allotted as of the record date for
the dividend in respect of which the right of election has been
offered and shall rank pari passu in all respects with the fully paid
shares of that class then in issue save only as regards participation
in the dividend in place of which they were allotted;
124.2.7 the Directors may do all acts and things considered necessary or
expedient to give effect to the allotment and issue of any shares in
accordance with the provisions of this Article 124 and may authorise
any person to enter on behalf of all the members concerned into an
agreement with the company providing for such allotment and incidental
matters, any agreement made under such authority being binding on all
such members;
124.2.8 for the avoidance of doubt, every duly effected election shall be
binding on every successor in title to the Elected Shares (or any of
them) of the member or members who have effected the same.
ACCOUNTS
125.1 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 at all times be open to inspection by the Directors and officers
of the company. Subject as aforesaid no member of the company or other
person shall have any right of inspecting any account, book or
document of the company except as conferred by the Statutes or ordered
by a court of competent jurisdiction or authorised by the Directors or
the company in general meeting.
125.2 A copy of every balance sheet and profit and loss account and every
Directors' and auditors' report on the same 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 clear days before the date of the meeting be sent
to every member of, and every holder of debentures of, the company and
to every other person who is entitled to receive notices of meetings
from the company under the provisions of the Statutes or of these
Articles, save that the company may send a summary
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financial statement to members of the company instead of its full
accounts and report as permitted by the Statutes.
125.3 This Article shall not require a copy of the documents referred to in
Article 125.2 to be sent to any member to whom a summary financial
statement is sent in accordance with the Statutes and provided further
that this Article shall not require a copy of such documents to be
sent to more than one of joint holders or to any person of whose
address the company is not aware.
125.4 Any member or holder of debentures to whom a copy of such documents
has not been sent shall be entitled to receive a copy free of charge
on application at the Office.
125.5 If all or any of the shares or debentures of the company shall for the
time being be listed or traded on the London Stock Exchange, there
shall be forwarded to the appropriate officer of the London Stock
Exchange such number of copies of such documents as may for the time
being be required under its regulations or practice.
AUDITORS
126.1 Subject to the provisions of the Statutes, all acts done by any
persons acting as Auditors shall, as regards all persons dealing in
good faith with the company, be valid, notwithstanding that there was
some defect in their appointment or that they were at the time of
their appointment not qualified for appointment or subsequently became
disqualified.
126.2 The Auditors shall be entitled to attend all general meetings, 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 them as auditors.
126.3 Pursuant to the provisions of the Statutes, the Auditors shall have
the right of access at all times to the company's books, accounts and
vouchers and shall be entitled to require from officers of the company
any such information and explanation as they think necessary for the
performance of their duties as auditors.
NOTICES
127 SERVICE OF NOTICE ON MEMBERS
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127.1 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 to the member.
127.2 Subject to the provisions of the Statutes, where a notice or
other document addressed to a member at his registered address
or address for service in the United Kingdom is served or sent
by post, service or delivery shall be deemed to be given on
the first day following that on which the same is posted if
prepaid as first class and on the second day after it is
posted if prepaid as second class and in proving such service
it shall be sufficient to prove that the envelope containing
such note or document was properly addressed, prepaid and
posted.
127.3 Any notice or document left at a registered address or address
for service in the United Kingdom shall be deemed to have been
served or delivered on the day it was so left.
127.4 A member present in person or by proxy at any meeting of the
company or of the holders of any class of shares in the
company shall be deemed to have received due notice of the
meeting and, where requisite, of the purposes for which it was
called.
127.5 Any notice given to that one of the joint holders of a share
whose name stands first in the Register in respect of the
share shall be sufficient notice to all the joint holders in
their capacity as such. For such purpose a joint holder having
no registered address in the United Kingdom and not having
supplied an address within the United Kingdom for the service
of notices, shall be disregarded.
127.6 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.
127.7 Nothing in these Articles shall affect any requirement of the
Statutes that any
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particular offer, notice or other document be served in any
particular manner.
128 NOTICE IN CASE OF DEATH OR BANKRUPTCY OR MENTAL DISORDER
128.1 A person entitled to a share in consequence of the death or
bankruptcy of a member, or otherwise by operation of law, 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 or other
event 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.
128.2 Until an address has been supplied in accordance with Article
128.1, any notice or document delivered or sent by post to or
left at the address of any member in pursuance of these
Articles shall, notwithstanding that such member be then dead
or bankrupt, and whether or not the company have notice of his
death or bankruptcy, 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.
129 NOTICE BY ADVERTISEMENT
If at any time by reason of the suspension or curtailment of
postal services within the United Kingdom, or other
circumstances beyond the company's control, 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 same date in at least one United
Kingdom national daily newspaper and such notice shall be
deemed to have been duly served on all members entitled
thereto at noon on the day when the advertisements appear. In
any such case the company shall send confirmatory copies of
the notice by post if at least seven clear days prior to the
meeting the posting of notices to addresses throughout the
United Kingdom again becomes practicable.
130 NOTICE BINDING ON TRANSFEREES ETC
Every person who, by operation of law, by transfer(s) or by
any other means
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becomes entitled to a share shall be bound by any notice in
respect of that share (other than a notice served by the
company under section 212 of the Act) which, before his name
is entered in the Register, has been duly served on or
delivered to a person from whom he derives his title.
UNTRACED SHAREHOLDERS
131.1 The company shall be entitled to sell at the best price
reasonably obtainable any share in the company of a member or
to which a person is entitled by transmission if and provided
that:-
131.1.1 for a period of not less than 12 years (throughout which
period the share shall have been in issue) at least three cash
dividends in respect of the share in question have become
payable and no cheque, order or warrant sent by the company
through the post in a prepaid envelope addressed to the member
or to the person entitled by transmission to the share at his
address on the Register, or at his 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 or the
payment been satisfied by the transfer of funds to a
designated bank account and no communication has been received
by the company that would enable the company to trace such
member or the person entitled by transmission and no dividend
has been claimed by the person entitled to it;
131.1.2 the company has at the expiration of the period of 12 years
referred to in Article 131.1.1 by advertisement in both a
national daily newspaper and a newspaper circulating in the
area in which the last known address of the member or the
person entitled by transmission is located given notice of its
intention to sell such share;
131.1.3 the company has not, during the further period of 3 months
after the date of the advertisements (or the later
advertisement if the two advertisements are published on
different dates) and prior to the exercise of the power of
sale, received any communication that would enable the company
to trace such member or person entitled by transmission; and
131.1.4 if any shares of the company are listed or traded on the
London Stock Exchange, the company has first given notice in
writing to the London Stock Exchange of its intention to sell
such share.
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131.2 To give effect to any such sale the Directors may appoint any
person to execute as transferor an instrument of transfer of
such share, and such instrument of transfer shall be as
effective as if it had been executed by the registered holder
of, or person entitled by transmission to, such share. The
purchaser shall not be bound to see to the application of the
purchase money and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings
in reference to the sale.
131.3 The company shall account to the member or other person
entitled to such share for the net proceeds of such sale and
shall be deemed to be his debtor, and not a trustee for him,
in respect of the same.
131.4 Until accounted for to the member or other person entitled to
such share the net proceeds of sale shall be carried to a
separate account and shall be a permanent debt of the company.
Monies carried to such separate account may for the benefit of
the company either be employed in the business of the company
or invested in such investments (other than shares of the
company or its holding company if any) as the Directors may
from time to time think fit. No interest shall be payable in
respect of such moneys and the company shall not be required
to account for any money earned on them.
131.5 If during the period of not less than 12 years referred to in
Article 131.1.1 or during any period ending on the date when
all requirements of Article 131.1 have been satisfied any
additional shares have been issued in right of those held at
the beginning of, or previously so issued during, such periods
and all the requirements of Article 131.1 have been satisfied
in regard to such additional shares, the company shall also be
entitled to sell the additional shares.
MINUTES
132 The Directors shall cause minutes to be made in books kept for
the purpose:- 132.1 of all appointments of officers made by
the Directors; and 132.2 of all proceedings at meetings of the
company, of the holders of any class of shares in the company,
of the Directors and of committees of the Directors, including
the names of the Directors present at each such meeting. Any
such minutes, if purporting to be signed by the chairman of
the meeting to
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which they relate or of the meeting at which they are read,
shall be sufficient evidence without any further proof of the
facts stated therein.
WINDING UP
133.1 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.
133.2 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 special resolution and any other
sanction required by law, divide among the members in specie
or in kind the whole or any part of the assets of the company,
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 value as he deems fair upon any
one or more class or classes of property and determine how
such division shall be carried out as between the members or
different classes of members. Any such division may be
otherwise than in accordance with the existing rights of the
members, but if any division is resolved otherwise than in
accordance with such rights, the members shall have the same
right of dissent and consequential rights as if such
resolution were a special resolution passed pursuant to
section 110 of the Insolvency Act 1986.
133.3 The liquidator may, with the like authority, vest the whole or
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.
133.4 A special resolution sanctioning a transfer or sale to another
company duly passed pursuant to section 110 of the Insolvency
Act 1986 may in the like manner authorise the distribution of
any shares or other consideration receivable by the liquidator
among the members otherwise than in accordance with their
existing rights and any such determination shall be binding on
all the members, subject to the right of dissent and
consequential rights conferred by section 111 of that Act.
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DESTRUCTION OF DOCUMENTS
134.1 The company may destroy:-
134.1.1 any share certificate which has been cancelled at any time
after the expiry of one year from the date of such
cancellation;
134.1.2 any mandate for the payment of dividends or other moneys or
any variation or cancellation of the same or any notification
of change of name or address at any time after the expiry of
two years from the date such mandate, variation, cancellation
or notification was recorded by the company;
134.1.3 any instrument of transfer of shares (including any document
constituting the renunciation of an allotment of shares) which
has been registered at any time after the expiry of six years
from the date of registration; and
134.1.4 any other document on the basis of which any entry in the
Register is made at any time after the expiry of six years
from the date an entry in the Register was first made in
respect of it.
134.2 It shall be presumed conclusively in favour of the company
that every share certificate so destroyed was a valid
certificate validly cancelled and that every instrument of
transfer so destroyed was a valid and effective instrument
duly and properly registered and that every other document
destroyed hereunder was a valid and effective document in
accordance with the recorded particulars thereof in the books
or records of the company, provided always that:-
134.2.1 the provisions of this Article 134 shall apply only to the
destruction of a document in good faith and without express
notice to the company that the preservation of such document
was relevant to a claim;
134.2.2 nothing contained in this Article 134 shall be construed as
imposing upon the company any liability in respect of the
destruction of any such document earlier than provided for in
this Article or in any case where the conditions of this
Article are not fulfilled; and
134.2.3 reference in this Article to the destruction of any document
includes references to its disposal in any manner.
INDEMNITY
135. Subject to the provisions of, and so far as may be permitted
by, the Statutes, but without prejudice to any indemnity to
which he may otherwise be entitled,
every Director, alternate director, Auditor, Secretary or
other officer of the company shall be entitled to be
indemnified by and out of the assets of the company against
all costs, charges, losses, expenses and liabilities incurred
by him in the actual or purported execution and/or discharge
of his duties and/or in the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection
with his duties, powers or office 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 judgement 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 for negligence,
default, breach of duty or breach of trust in relation to the
affairs of the company in which relief is granted to him by
any court of competent jurisdiction.
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NAMES AND ADDRESSES OF SUBSCRIBERS
1. /s/ Barry John Muncaster
2. /s/ Robert Graham Mason Hind
Dated this 12th day of December, 2002;
Witness to the above signatures:
/s/ Elizabeth Edwards
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