EXHIBIT 3.1
THE COMPANIES ACTS 1985 AND 1989
________________________________________
PUBLIC COMPANY LIMITED BY SHARES
________________________________________
MEMORANDUM OF ASSOCIATION
of
TILEVALE PLC
1. The Company's name is "TILEVALE PLC"
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are:
(A) (i) To carry on business as manufacturers, builders and suppliers of
and dealers in goods of all kinds, and as mechanical, general,
electrical, marine, radio, electronic, aeronautical, chemical,
petroleum, gas, civil and constructional engineers, and
manufacturers, importers and exporters of, dealers in machinery,
plant and equipment of all descriptions and component parts
thereof, forgings, castings, tools, implements, apparatus and all
other articles and things.
(ii) To act as an investment holding company and to co-ordinate the
business of any companies in which the Company is for the time
being interested, and to acquire (whether by original
subscription, tender, purchase exchange or otherwise) the whole of
or any part of the stock, shares, debentures, debenture stocks,
bonds and other securities issued or guaranteed by a body
corporate constituted or carrying on business in any part of the
world or by an government sovereign ruler, commissioners, public
body or authority and to hold the same as investments, and to
sell, exchange, carry and dispose of the same.
(iii) To carry on the businesses in any part of the world as importers,
exporters, buyers, sellers, distributors and dealers and to win,
process and work produce of all kinds.
(B) To carry on the following businesses, namely, contractors, garage
proprietors, filling station proprietors, owners and charterers of road
vehicles, aircraft and ships and boats of every description, lightermen
and carriers of goods and passengers by road, rail, water or air,
forwarding transport and commission agents, customs agents, stevedores,
wharfingers, cargo superintendents, packers, warehouse storekeepers, cold
store keepers,
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hotel proprietors, caterers, publicans, consultants, advisers, financiers,
bankers, advertising agents, insurance brokers, travel agents, ticket
agents and agency business of all kinds and generally to provide
entertainment for and render services of all kinds to others and to carry
on any other trade or business which can in the opinion of the directors
be advantageously carried on by the Company in connection with or
ancillary to any of the businesses of the Company.
(C) To buy, sell, manufacture, repair, alter, improve, manipulate, prepare
for market, let on hire, and generally deal in all kinds of plant,
machinery, apparatus, tools, utensils, materials, produce, substances,
articles and things for the purpose of any of the businesses specified in
clause 4, or which may be required by persons having, or about to have,
dealings with the Company.
(D) To build, construct, maintain, alter, enlarge, pull down, remove and
replace any buildings, shops, factories, offices, works, machinery and
engines, and to work, manage and control these things.
(E) To enter into contracts, agreements and arrangements with any person for
the carrying out by that person on behalf of the Company of any object
for which the Company is formed.
(F) To acquire, undertake and carry on the whole or any part of the business,
property and liabilities of any person carrying on any business which may
in the opinion of the directors be capable of being conveniently carried
on, or calculated directly or indirectly to enhance the value of or make
profitable any of the Company's property or rights, or any property
suitable for the purposes of the Company.
(G) To enter into any arrangement with a government or authority, whether
national, international, supreme, municipal, local or otherwise, that may
in the opinion of the directors be conducive to any object of the
Company, and to obtain from that government or authority any right,
privilege or concession which in the opinion of the directors is
desirable, and to carry out, exercise and comply with that arrangement,
right, privilege or concession.
(H) To apply for, purchase and by other means acquire, protect, prolong and
renew any patent, patent right, brevet d'invention, licence, secret
process, invention, trade mark, service mark, copyright, registered
design, protection, concession and right of the same or similar effect or
nature, and to use, turn to account, manufacture under and grant licences
and privileges in respect of those things, and to spend money in
experimenting with, testing, researching, improving and seeking to
improve any of those things.
(I) To acquire an interest in, amalgamate with and enter into partnership or
any arrangement for the sharing of profits, union of interests, co-
operation, joint venture, reciprocal concession or otherwise with any
person, or with any employees of the Company. To lend money to,
guarantee the contracts of, and otherwise assist that person or those
employees, and to take and otherwise acquire an interest in that person's
shares or other securities and to sell, hold, re-issue, with or without
guarantee, and otherwise deal with those shares or other securities.
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(J) To lend money to, subsidise and assist any person, to act as agents for
the collection, receipt and payment of money and generally to act as
agents and brokers for and perform services for any person, and to
undertake and perform sub-contracts.
(K) To enter into any guarantee or contract of indemnity or suretyship, and
to provide security, including, without limitation, the guarantee and
provision of security for the performance of the obligations of or the
payment of any money (including, without limitation, capital, principal,
premiums, dividends, interest, commissions, charges, discount and any
related costs or expenses whether on shares or other securities) by any
person including, without limitation, any body corporate which is for the
time being the Company's holding company, the Company's subsidiary, a
subsidiary of the Company's holding company or any person which is for
the time being a member or otherwise has an interest in the Company or is
associated with the Company in any business or venture, with or without
the Company receiving any consideration or advantage (whether direct or
indirect), and whether by personal covenant or mortgage, charge or lien
over all or part of the Company's undertaking, property, assets or
uncalled capital (present and future) or by other means. For the
purposes of paragraph (K) "guarantee" includes any obligation, however
described, to pay, satisfy, provide funds for the payment or satisfaction
of (including, without limitation, by advance of money, purchase of or
subscription for shares or other securities and purchase of assets or
services), indemnify against the consequences of default in the payment
of, or otherwise be responsible for, any indebtedness of any other
person.
(L) To promote, finance and assist any person for the purpose of acquiring
all or any of the property, rights and undertaking or assuming the
liabilities of the Company, or for any other purpose which may in the
opinion of the directors directly or indirectly benefit the Company, and
in that connection to place, guarantee the placing of, underwrite,
subscribe for and otherwise acquire all or any part of the shares or
other securities of a body corporate.
(M) To pay out of the funds of the Company all or any expenses which the
Company may lawfully pay of or incidental to the formation, registration,
promotion and advertising of and raising money for the Company and the
issue of its shares or other securities, including, without limitation,
those incurred in connection with the advertising and offering of its
shares or other securities for sale or subscription, brokerage and
commissions for obtaining applications for and taking, placing,
underwriting or procuring the underwriting of its shares or other
securities.
(N) To remunerate any person for services rendered or to be rendered to the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(O) To purchase, take on lease, exchange, hire and otherwise acquire any real
or personal property and any right or privilege over or in respect of it.
(P) To receive money on deposit on any terms the directors think fit.
(Q) To invest and deal with the Company's money and funds in any way the
directors think fit.
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(R) To lend money and give credit with or without security.
(S) To borrow, raise and secure the payment of money in any way the directors
think fit, including, without limitation, by the issue of debentures and
other securities, perpetual or otherwise, charged on all or any of the
Company's property (present and future) or its uncalled capital, and to
purchase, redeem and pay off those securities.
(T) To remunerate any person for services rendered or to be rendered in
placing, assisting and guaranteeing the placing and procuring the
underwriting of any share or other security of the Company or of any
person in which the Company may be interested or proposes to be
interested, or in connection with the conduct of the business of the
Company, including, without limitation, by cash payment or by the
allotment of shares or other securities of the Company, credited as paid
up in full or in part.
(U) To acquire, hold, dispose of, subscribe for, issue, underwrite, place,
manage assets belonging to others which include, advise on, enter into
contracts or transactions in relation to or involving and in any other
way deal with or arrange dealings with or perform any service or function
in relation to (as applicable): shares, stocks, debentures, loans, bonds,
certificates of deposit and other instruments creating or acknowledging
indebtedness, government, public or other securities, warrants,
certificates representing securities or other obligations, units in
collective investment schemes, options, futures, spot or forward
contracts, contracts for differences or other investments or obligations,
currencies, interest rates, precious metals or other commodities, any
index (whether related in any way to any of the foregoing or otherwise),
any right to, any right conferred by or any interest or any obligation in
relation to any of the foregoing and any financial instrument or product
deriving from or in any other way relating to any of the foregoing or of
any nature whatsoever, and any transaction which may seem to be
convenient for hedging the risks associated with any of the foregoing.
(V) To co-ordinate, finance and manage the business and operation of any
person in which the Company has an interest.
(W) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
(X) To sell, lease, exchange, let on hire and dispose of any real or personal
property and the whole or part of the undertaking of the Company, for
such consideration as the directors think fit, including, without
limitation, for shares, debentures or other securities, whether fully or
partly paid up, of any person, whether or not having objects (altogether
or in part) similar to those of the Company. To hold any shares,
debentures and other securities so acquired, and to improve, manage,
develop, sell, exchange, lease, mortgage, dispose of, grant options over,
turn to account or otherwise deal with all or any part of the property or
rights of the Company.
(Y) To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and
distribution of notices, circulars, books and periodicals,
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purchase and exhibition of works of art and interest and granting and
making of prizes, rewards and donations.
(Z) To support, subscribe to and contribute to any charitable or public
object and any institution, society and club which may be for the benefit
of the Company or persons who are or were directors, officers or
employees of the Company, its predecessor in business, any subsidiary of
the Company or any person allied to or associated with the Company, or
which may be connected with any town or place where the Company carries
on business. To subsidise and assist any association of employers or
employees and any trade association. To grant pensions, gratuities,
annuities and charitable aid and to provide advantages, facilities and
services to any person (including any director or former director) who
may have been employed by or provided services to the Company, its
predecessor in business, any subsidiary of the Company or any person
allied to or associated with the Company and to the spouses, children,
dependants and relatives of those persons and to make advance provision
for the payment of those pensions, gratuities and annuities by
establishing or acceding to any trust, scheme or arrangement (whether or
not capable of approval by the Commissioners of Inland Revenue under any
relevant legislation) the directors think fit, to appoint trustees and to
act as trustee of any trust, scheme or arrangement, and to make payments
towards insurance for the benefit of those persons and their spouses,
children, dependants and relatives.
(AA) To establish and contribute to any scheme for the purchase or
subscription by trustees of shares or other securities of the Company to
be held for the benefit of the employees of the Company, any subsidiary
of the Company or any person allied to or associated with the Company, to
lend money to those employees or to trustees on their behalf to enable
them to purchase or subscribe for shares or other securities of the
Company and to formulate and carry into effect any scheme for sharing the
profits of the Company with employees.
(BB) To apply for, promote and obtain any Act of Parliament and any order or
licence of any government department or authority (including, without
limitation, the Department of Trade and Industry) to enable the Company
to carry any of its objects into effect, to effect any modification of
the Company's constitution and for any other purpose which the directors
think fit, and to oppose any proceeding or application which may in the
opinion of the directors directly or indirectly prejudice the Company's
interests.
(CC) To establish, grant and take up agencies, and to do all other things the
directors may deem conducive to the carrying on of the Company's business
as principal or agent, and to remunerate any person in connection with
the establishment or granting of an agency on the terms and conditions
the directors think fit.
(DD) To distribute among the shareholders in specie any of the Company's
property and any proceeds of sale or disposal of any of the Company's
property and for that purpose to distinguish and separate capital from
profits, but no distribution amounting to a reduction of capital may be
made without any sanction required by law.
(EE) To purchase and maintain insurance for the benefit of any person who is
or was an officer or employee of the Company, a subsidiary of the Company
or a company in
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which the Company has or had an interest (whether direct or indirect) or
who is or was trustee of any retirement benefits scheme or any other trust
in which any officer or employee or former officer or employee is or has
been interested, indemnifying that person against liability for
negligence, default, breach of duty or breach of trust or any other
liability which may lawfully be insured against.
(FF) To amalgamate with any other person and to procure the Company to be
registered or recognised in any part of the world.
(GG) To do all or any of the things provided in any paragraph of clause 4:
(i) in any part of the world;
(ii) as principal, agent, contractor, trustee or otherwise;
(iii) by or through trustees, agents, subcontractors or otherwise; and
(iv) alone or with another person or persons.
(HH) To do all things that are in the opinion of the directors incidental or
conducive to the attainment of all or any of the Company's objects, or
the exercise of all or any of its powers.
(II) The objects specified in each paragraph of clause 4 shall, except where
otherwise provided in that paragraph, be regarded as independent objects,
and are not limited or restricted by reference to or inference from the
terms of any other paragraph or the name of the Company. None of the
paragraphs of clause 4 or the objects or powers specified or conferred in
or by them is deemed subsidiary or ancillary to the objects or powers
mentioned in any other paragraph. The Company has as full a power to
exercise all or any of the objects and powers provided in each paragraph
as if each paragraph contained the objects of a separate company.
(JJ) In clause 4, a reference to:
(i) a "person" includes a reference to a body corporate, association
or partnership whether domiciled in the United Kingdom or
elsewhere and whether incorporated or unincorporated;
(ii) the "Act" is, unless the context otherwise requires, a reference
to the Companies Act 1985, as modified or re-enacted or both from
time to time; and
(iii) a "subsidiary" or "holding company" is to be construed in
accordance with section 736 of the Act.
5. The liability of the members is limited.
6. The Company's share capital is {pound-sterling}50,000 divided into 50,000
ordinary shares of {pound-sterling}1.00 each.
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WE, the subscribers to this memorandum of association wish to be formed into a
company pursuant to this memorandum and we agree to take the number of shares
in the capital of the company shown opposite our respective names.
_____________________________________________________________________________
NAMES AND ADDRESSES OF SUBSCRIBERS Number of shares
taken by each
subscriber
_____________________________________________________________________________
Authorised signatory ONE
Clifford Chance Secretaries Limited
For and on behalf of
Clifford Chance Nominees Limited
200 Aldersgate Street
London EC1A 4JJ
For and on behalf of ONE
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
_____________________________________________________________________________
DATED the day of APRIL 2003.
WITNESS to the above signatures:
DENISE WEST
200 Aldersgate Street
London EC1A 4JJ
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CONTENTS
PRELIMINARY....................................................................1
1. Interpretation......................................................1
2. Table A not to apply................................................3
SHARE CAPITAL..................................................................4
3. Authorised capital..................................................4
4. Allotment...........................................................4
5. Power to attach rights..............................................5
6. Redeemable shares...................................................5
7. Variation of rights.................................................6
8. Commission..........................................................6
9. Trusts not recognised...............................................6
10. Uncertificated shares...............................................6
SHARE CERTIFICATES.............................................................7
11. Right to certificate................................................7
12. Replacement certificates............................................7
LIEN
13. Company's lien on shares not fully paid.............................8
14. Enforcement of lien by sale.........................................8
15. Application of proceeds of sale.....................................8
CALLS ON SHARES................................................................9
16. Calls...............................................................9
17. Power to differentiate..............................................9
18. Interest on calls...................................................9
19. Payment in advance..................................................9
20. Amounts due on allotment or issue treated as calls..................9
FORFEITURE....................................................................10
21. Notice if call not paid............................................10
22. Forfeiture for non-compliance......................................10
23. Notice after forfeiture............................................10
24. Disposal of forfeited shares.......................................10
25. Arrears to be paid notwithstanding forfeiture......................11
26. Surrender..........................................................11
UNTRACED SHAREHOLDERS.........................................................11
27. Power of sale......................................................11
28. Application of proceeds of sale....................................12
TRANSFER OF SHARES............................................................12
29. Method of transfer.................................................12
30. Right to refuse registration.......................................13
31. Fees on registration...............................................14
32. Suspension of registration and closing of register.................14
TRANSMISSION OF SHARES........................................................14
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33. On death...........................................................14
34. Election of person entitled by transmission........................14
35. Rights on transmission.............................................15
ALTERATION OF SHARE CAPITAL...................................................15
36. Increase, consolidation, sub-division and cancellation.............15
37. Fractions..........................................................16
38. Reduction of capital...............................................16
39. Purchase of own shares.............................................17
GENERAL MEETINGS..............................................................17
40. Annual general meetings............................................17
41. Extraordinary general meetings.....................................17
42. Convening of extraordinary general meetings........................17
43. Length and form of notice..........................................17
44. Omission to send notice and irregularities in publication of
notices............................................................18
45. Postponement of general meetings...................................18
46. Special business...................................................19
PROCEEDINGS AT GENERAL MEETINGS...............................................19
47. Quorum.............................................................19
48. Procedure if quorum not present....................................19
49. Chairman...........................................................20
50. Right to attend and speak..........................................20
51. Power to adjourn...................................................20
52. Notice of adjourned meeting........................................20
53. Business at adjourned meeting......................................21
54. Accommodation of members at meeting................................21
55. Security...........................................................21
VOTING........................................................................22
56. Method of voting...................................................22
57. Procedure on a poll................................................22
58. Votes of members...................................................23
59. Casting vote.......................................................23
60. Restriction on voting rights for unpaid calls etc..................23
61. Voting by proxy....................................................24
62. Appointment of proxy...............................................24
63. When votes by proxy valid although authority revoked...............26
64. Corporate representative...........................................26
65. Objections to and error in voting..................................26
66. Amendments to resolutions..........................................26
67. Members' written resolutions.......................................27
68. Class meetings.....................................................27
69. Failure to disclose interests in shares............................27
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS..............................29
70. Number of directors................................................29
71. Power of the Company to appoint directors..........................29
72. Power of the board to appoint directors............................29
73. Appointment of executive directors.................................30
74. Eligibility of new directors.......................................30
75. Voting on resolution for appointment...............................30
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76. Retirement by rotation.............................................30
77. Directors subject to retirement....................................31
78. Position of retiring director......................................31
79. Deemed reappointment...............................................31
80. No retirement on account of age....................................31
81. Removal by ordinary resolution.....................................31
82. Vacation of office by director.....................................32
ALTERNATE DIRECTORS...........................................................32
83. Appointment........................................................32
84. Revocation of appointment..........................................33
85. Participation in board meetings....................................33
86. Responsibility.....................................................33
REMUNERATION, EXPENSES AND PENSIONS...........................................33
87. Directors' fees....................................................33
88. Additional remuneration............................................34
89. Expenses...........................................................34
90. Remuneration and expenses of alternate directors...................34
91. Directors' pensions and other benefits.............................34
92. Remuneration of executive director.................................35
POWERS AND DUTIES OF THE BOARD................................................35
93. Powers of the board................................................35
94. Powers of directors being less than minimum required number........35
95. Powers of executive directors......................................35
96. Delegation to committees...........................................36
97. Agents.............................................................36
98. Associate directors................................................36
99. Exercise of voting powers..........................................36
100. Provision for employees............................................37
101. Registers..........................................................37
102. Borrowing powers...................................................37
103. Register of charges................................................41
104. Directors' interests...............................................41
PROCEEDINGS OF DIRECTORS AND COMMITTEES.......................................43
105. Board meetings.....................................................43
106. Notice of board meetings...........................................43
107. Quorum.............................................................44
108. Chairman of board..................................................44
109. Voting.............................................................44
110. Participation by telephone.........................................44
111. Resolution in writing..............................................45
112. Proceedings of committees..........................................45
113. Minutes of proceedings.............................................45
114. Validity of proceedings of board or committee......................45
SECRETARY AND AUTHENTICATION OF DOCUMENTS.....................................46
115. Secretary..........................................................46
116. Authentication of documents........................................46
SEALS.........................................................................46
117. Safe custody.......................................................46
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118. Application of seals...............................................46
119. Official seal for use abroad.......................................46
DIVIDENDS AND OTHER PAYMENTS..................................................47
120. Declaration of dividends...........................................47
121. Interim dividends..................................................47
122. Entitlement to dividends...........................................47
123. Method of payment..................................................47
124. Dividends not to bear interest.....................................48
125. Calls or debts may be deducted from dividends etc..................49
126. Unclaimed dividends etc............................................49
127. Uncashed dividends.................................................49
128. Payment of dividends in specie.....................................49
129. Payment of scrip dividends.........................................50
130. Capitalisation of profits..........................................51
131. Record dates.......................................................52
ACCOUNTS......................................................................53
132. Keeping and inspection of accounts.................................53
133. Accounts to be sent to members etc.................................53
NOTICES.......................................................................54
134. Notices to be in writing in electronic communication...............54
135. Service of notices and other documents on members..................54
136. Notice by advertisement............................................55
137. Evidence of service................................................56
138. Notice binding on transferees etc..................................56
139. Notice in case of entitlement by transmission......................56
MISCELLANEOUS.................................................................57
140. Destruction of documents...........................................57
141. Winding up.........................................................57
142. Indemnity of Officers and power to purchase insurance..............58
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THE COMPANIES ACTS 1985 AND 1989
_______________________________________
PUBLIC COMPANY LIMITED BY SHARES
_______________________________________
ARTICLES OF ASSOCIATION
OF
TILEVALE PLC
PRELIMINARY
1. INTERPRETATION
(A) In the articles:
"ACT" means, unless the context otherwise requires, the Companies Act
1985, including any statutory modification or re-enactment for the time
being in force;
"ACTS" means the Companies Acts 1985 and 1989 and all statutes and
subordinate legislation for the time being in force concerning companies
so far as they apply to the Company;
"ADDRESS" means, in relation to electronic communications, any number or
address used for the purposes of such communications;
"ARTICLES" means these articles of association as amended from time to
time;
"AUDITORS" means the auditors of the Company;
"BOARD" means the board of directors of the Company or the directors
present or deemed to be present at a duly convened meeting of the
directors at which a quorum is present;
"BUSINESS DAY" means a day (not being a Saturday or Sunday) on which
clearing banks are open for business in London;
"CERTIFICATED" means, in relation to a share, a share which is recorded
in the register as being held in certificated form;
"CLEAR DAYS" means, in relation to a period of notice, that period
excluding the day when the notice is given or deemed to be given and the
day for which it is given or on which it is to take effect;
"COMMUNICATION" has the same meaning as in the Electronic Communications
Act 2000;
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"COMPANY" includes any body corporate (not being a corporation sole) or
association of persons, whether or not a company within the meaning of
the Act;
"DIRECTOR" means, unless the context otherwise requires, a director of
the Company;
"ELECTRONIC COMMUNICATION" has the same meaning as in the Electronic
Communications Act 2000;
"ENTITLED BY TRANSMISSION" means, in relation to a share, entitled as a
consequence of the death or bankruptcy of a member or of another event
giving rise to a transmission of entitlement by operation of law;
"EXECUTED" includes, in relation to a document, execution under hand or
under seal or by another method permitted by law;
"HOLDER" means, in relation to a share, the member whose name is entered
in the register as the holder of that share;
"LONDON STOCK EXCHANGE" means London Stock Exchange plc;
"MEMBER" means, unless the context otherwise requires, a member of the
Company;
"OFFICE" means the registered office of the Company;
"PAID", "PAID UP" and "PAID-UP" include credited as paid or paid up;
"RECOGNISED FINANCIAL INSTITUTION" means a recognised clearing house
acting in relation to a recognised investment exchange or a nominee of a
recognised clearing house acting in that way or of a recognised
investment exchange which is designated for the purposes of
section 185(4) of the Act;
"REGISTER" means, unless the context otherwise requires, the register of
members kept pursuant to section 352 of the Act and, where the context
requires, any register maintained by the Company of persons holding any
renounceable right of allotment of a share;
"SEAL" means, unless the context otherwise requires, the common seal of
the Company or any official or securities seal that the Company may have
or may be permitted to have under the Acts;
"SECRETARY" means the secretary of the Company and includes any assistant
or deputy secretary and a person appointed by the board to perform the
duties of the secretary;
"UKLA" means the UK Listing Authority, a division of the Financial
Services Authority acting in its capacity as the competent authority for
the purposes of Part IV of the Financial Services Act 1986 (as amended)
or any successor Act;
"UNCERTIFICATED PROXY INSTRUCTION" means an instruction or notification
sent by means of a relevant system and received by such participant in
that system acting on behalf of the Company as the board may prescribe,
in such form and subject to such terms and conditions as may from time to
time be prescribed by the board (subject always to the facilities and
requirements of the relevant system concerned);
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"UNCERTIFICATED SECURITIES REGULATIONS" means the Uncertificated
Securities Regulations 1995, including any modification, re-enactment or
substitute regulations for the time being in force;
"UNCERTIFICATED" means, in relation to a share, a share title to which is
recorded in the register as being held in uncertificated form and title
to which, by virtue of the Uncertificated Securities Regulations, may be
transferred by means of a relevant system;
references to a "MEETING" shall not be taken as requiring more than one
person to be present if any quorum requirement can be satisfied by one
person.
(B) Words and expressions to which a particular meaning is given by the
Companies Act in force when these articles (or any part of them) are
adopted have the same meaning in these articles, except where the word or
expression is otherwise defined in paragraph (A). The expressions
"ISSUER REGISTER OF MEMBERS", "OPERATOR", "OPERATOR-INSTRUCTION",
"OPERATOR REGISTER OF MEMBERS", "PARTICIPATING ISSUER", "PARTICIPATING
SECURITY" and "RELEVANT SYSTEM" have the same meaning as in the
Uncertificated Securities Regulations.
(C) All references in these articles to the giving of instructions by means
of a relevant system shall be deemed to relate to a properly
authenticated dematerialised instruction given in accordance with the
Uncertificated Securities Regulations. The giving of such instructions
shall be subject to:
(i) the facilities and requirements of the relevant system;
(ii) the extent permitted by the Uncertificated Securities
Regulations; and
(iii)the extent permitted by or practicable under the rules and
practices from time to time of the Operator of the relevant
system.
(D) Where an ordinary resolution of the Company is expressed to be required
for any purpose, a special or extraordinary resolution is also effective
for that purpose, and where an extraordinary resolution is expressed to
be required for any purpose, a special resolution is also effective for
that purpose.
(E) References to a "MEETING" shall not be taken as requiring more than one
person to be present if any quorum requirement can be satisfied by one
person.
(F) The headings in the articles do not affect the interpretation of the
articles.
2. TABLE A NOT TO APPLY
No regulations contained in any statute or subordinate legislation,
including the regulations contained in Table A in the schedule to the
Companies (Tables A to F) Regulations 1985 (as amended), apply as the
regulations or articles of association of the Company.
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SHARE CAPITAL
3. AUTHORISED CAPITAL
The authorised share capital of the Company at the date of adoption of
these articles is {pound-sterling}50,000 divided into 50,000 ordinary
shares of {pound-sterling}1.00 each.
4. ALLOTMENT
(A) Subject to the Acts and relevant authority of the Company in general
meeting required by the articles and the Acts, the board has general and
unconditional authority to allot (with or without conferring rights of
renunciation), grant options over, offer or otherwise deal with or
dispose of unissued shares (whether forming part of the original or any
increased capital), or rights to subscribe for or convert any security
into shares, to such persons, at such times and on such terms and
conditions as the board may decide but no share may be issued at a
discount.
(B) The board has general and unconditional authority, pursuant to section 80
of the Act, to exercise all powers of the Company to allot relevant
securities up to an aggregate nominal amount equal to the section 80
amount, for the first period and each subsequent section 80 period.
(C) The board has general power, pursuant to section 95 of the Act, to allot
equity securities for cash pursuant to the general authority conferred by
paragraph (B), as if section 89(1) of the Act does not apply to that
allotment, for the first period and each subsequent section 89 period.
This power is limited to:
(i) allotments of equity securities in connection with a rights issue
in favour of holders of ordinary shares made in proportion (as
nearly as may be) to their respective existing holdings of
ordinary shares but subject to the board having a right to make
such exclusions or other arrangements in connection with that
offering as it deems necessary or expedient:
(a) to deal with equity securities representing fractional
entitlements; and
(b) to deal with legal or practical problems arising in any
overseas territory or by virtue of shares being represented
by depository receipts, the requirements of any regulatory
body or stock exchange, or any other matter whatsoever; and
(ii) allotments of equity securities for cash other than pursuant to
paragraph (i) up to an aggregate nominal amount equal to the
section 89 amount.
(D) By the authority and power conferred by paragraphs (B) and (C), the board
may, during a period which is a first period, a subsequent section 80
period or a subsequent section 89 period, make an offer or agreement
which would or might require equity securities or other relevant
securities to be allotted after such period expires and the board may
allot securities in pursuance of that offer or agreement as if such
authority and power had not expired.
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(E) In this article 4:
(i) "FIRST PERIOD" means the period commencing on the date of adoption
of these articles and expiring on the date on which a resolution
to renew the authority conferred by paragraph (B) or the power
conferred by paragraph (C) (as the case may be) is passed or the
fifth anniversary of the date of adoption of these articles,
whichever is the earlier;
(ii) "SUBSEQUENT SECTION 80 PERIOD" means any period starting on or
after the expiry of the first period (and not exceeding five years
on any occasion) for which the authority conferred by paragraph
(B) is renewed by ordinary or special resolution stating the
section 80 amount;
(iii) "SUBSEQUENT SECTION 89 PERIOD" means any period starting on or
after the expiry of the first period (and not exceeding five years
on any occasion) for which the power conferred by paragraph (C) is
renewed by special resolution stating the section 89 amount;
(iv) "SECTION 80 AMOUNT" means, for the first period,
{pound-sterling}50,000 and, for a subsequent section 80 period,
the amount stated in the relevant ordinary or special resolution
or, in either case, another amount fixed by resolution of the
Company;
(v) "SECTION 89 AMOUNT" means, for the first period,
{pound-sterling}50,000 and, for a subsequent section 89 period,
the amount stated in the relevant special resolution or, in either
case, another amount fixed by resolution of the Company;
(vi) the nominal amount of securities is, in the case of rights to
subscribe for or convert any securities into shares of the
Company, the nominal amount of shares which may be allotted
pursuant to those rights.
(F) The board may at any time after the allotment of a share but
before a person has been entered in the register as the holder of
the share recognise a renunciation of the share by the allottee in
favour of another person and may grant to an allottee a right to
effect a renunciation on the terms and conditions the board thinks
fit.
5. POWER TO ATTACH RIGHTS
Subject to the Acts and to the rights attached to existing shares, new
shares may be allotted or issued with or have attached to them such
special rights or restrictions as the Company may by ordinary resolution
decide, or, if no resolution is passed or so far as the resolution does
not make specific provision, as the board may decide.
6. REDEEMABLE SHARES
Subject to the Acts and to the rights attached to existing shares, shares
may be issued on terms that they are to be redeemed or, at the option of
the Company or the holder, are liable to be redeemed.
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7. VARIATION OF RIGHTS
(A) Subject to the Acts, the rights attached to a class of shares may be
varied whether or not the Company is being wound up:
(i) in such manner (if any) as may be provided by those rights; or
(ii) in the absence of provision, either with the consent in writing of
the holders of at least three-fourths of the nominal amount of the
issued shares of that class or with the sanction of an
extraordinary resolution passed at a separate meeting of the
holders of the issued shares of that class validly held in
accordance with the articles, but not otherwise.
(B) The rights attached to a class of shares are not, unless otherwise
expressly provided in the rights attaching to those shares, deemed to be
varied by the creation, allotment or issue of further shares ranking pari
passu with or subsequent to them or by the purchase or redemption by the
Company of its own shares in accordance with the Acts and article 39.
8. COMMISSION
The Company may exercise all powers conferred or permitted by the Acts of
paying commission or brokerage. Subject to the Acts, commission or
brokerage may be satisfied by the payment of cash or the allotment of
fully- or partly-paid shares or the grant of an option to call for an
allotment of shares or by any combination of these methods.
9. TRUSTS NOT RECOGNISED
Except as ordered by a court of competent jurisdiction or as required by
law, the Company may not recognise a person as holding a share on trust
and is not bound by or otherwise compelled to recognise (even if it has
notice of it) an equitable, contingent, future, partial or other claim to
or interest in a share other than an absolute right in the holder to the
whole of the share.
10. UNCERTIFICATED SHARES
(A) Subject to the Acts, the board may resolve that a class of shares is to
become a participating security and that a class of shares shall cease to
be a participating security.
(B) Uncertificated shares of a class are not to be regarded as forming a
separate class from certificated shares of that class.
(C) A member may, in accordance with the Uncertificated Securities
Regulations, change a share of a class which is a participating security
from a certificated share to an uncertificated share and from an
uncertificated share to a certificated share.
(D) The Company may give notice to a member requiring the member to change
uncertificated shares to certificated shares by the time stated in the
notice. The notice may also state that the member may not change
certificated shares to uncertificated shares. If the member does not
comply with the notice, the board may authorise a person
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to change the uncertificated shares to certificated shares in the name and
on behalf of the member.
(E) While a class of shares is a participating security, these articles only
apply to an uncertificated share of that class to the extent that they
are consistent with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of a
relevant system; and
(iii) the Uncertificated Securities Regulations.
SHARE CERTIFICATES
11. RIGHT TO CERTIFICATE
(A) Subject to the Acts, the Uncertificated Securities Regulations, the rules
of any relevant system and these articles, a person (except a person to
whom the Company is not required by law to issue a certificate) whose
name is entered in the register as a holder of a certificated share is
entitled, without charge, to receive within two months of allotment or
lodgement of a transfer to him of those shares or within two months after
the relevant Operator instruction is received by the Company (or within
any other period as the terms of issue of the shares provide);
one certificate for all the certificated shares of a class registered in
his name or, in the case of certificated shares of more than one class
being registered in his name, to a separate certificate for each class of
shares.
(B) Where a member (other than a recognised person) transfers part of his
shares comprised in a certificate he is entitled, without charge, to one
certificate for the balance of certificated shares retained by him.
(C) The Company is not bound to issue more than one certificate for
certificated shares held jointly by two or more persons and delivery of a
certificate to one joint holder is sufficient delivery to all joint
holders.
(D) A certificate shall specify the number and class and the distinguishing
numbers (if any) of the shares in respect of which it is issued and the
amount paid up on the shares and shall otherwise comply with the
requirements of the UKLA. It shall be issued under a seal, which may be
affixed to or printed on it, or in such other manner as the board may
approve, having regard to the terms of allotment or issue of the shares.
12. REPLACEMENT CERTIFICATES
(A) Where a member holds two or more certificates for shares of one class,
the board may at his request, on surrender of the original certificates
and without charge, cancel the certificates and issue a single
replacement certificate for certificated shares of that class.
(B) At the request of a member, the board may cancel a certificate and issue
two or more in its place (representing certificated shares in such
proportions as the member may
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specify), on surrender of the original certificate and on payment of such
reasonable sum as the board may decide.
(C) Where a certificate is worn out, defaced, lost or destroyed, the board
may cancel it and issue a replacement certificate on such terms as to
provision of evidence and indemnity and to payment of any exceptional
out-of-pocket expenses incurred by the Company in the investigation of
that evidence and the preparation of that indemnity as the board may
decide, and on surrender of the original certificate (where it is worn
out or defaced).
LIEN
13. COMPANY'S LIEN ON SHARES NOT FULLY PAID
(A) The Company has a first and paramount lien on every share (other than a
fully-paid share) registered in the name of a member (whether solely or
jointly with another person) for an amount payable in respect of the
share, whether the due date for payment has arrived or not. The lien
applies to all dividends from time to time declared or other amounts
payable in respect of the share.
(B) The board may either generally or in a particular case declare a share to
be wholly or partly exempt from the provisions of this article. Unless
otherwise agreed with the transferee, the registration of a transfer of a
share operates as a waiver of the Company's lien (if any) on that share.
14. ENFORCEMENT OF LIEN BY SALE
(A) For the purpose of enforcing the lien, the board may sell shares subject
to the lien in such manner as it may decide, if the due date for payment
of the relevant amounts has arrived and payment is not made within 14
clear days after the service of a notice in writing (stating, and
demanding payment of, the amounts and giving notice of the intention to
sell in default of payment) on the member concerned (or to a person
entitled by transmission to the shares).
(B) To give effect to a sale, the board may authorise a person to transfer
the shares in the name and on behalf of the holder of or the person
entitled by transmission to the shares, or to cause the transfer of such
shares, to the purchaser or his nominee. The purchaser is not bound to
see to the application of the purchase money and the title of the
transferee is not affected by an irregularity in or invalidity of the
proceedings connected with the sale.
15. APPLICATION OF PROCEEDS OF SALE
The net proceeds of a sale effected under article 14, after payment of
the costs of the sale, shall be applied by the Company in or towards
satisfaction of the amount in respect of which the lien exists. Any
residue shall (on surrender to the Company for cancellation of any
certificate for the shares sold, or the provision of an indemnity as to
any lost or destroyed certificate required by the board and subject to a
like lien for amounts not presently payable as existed on the shares
before the sale) be paid to the member or a person entitled by
transmission to the shares immediately before the sale.
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CALLS ON SHARES
16. CALLS
Subject to the terms of allotment or issue, the board may make calls on
members in respect of amounts unpaid on the shares or a class of shares
held by them respectively (whether in respect of nominal value or a
premium) and not payable on a date fixed by or in accordance with the
terms of allotment or issue. Each member shall (on receiving at least 14
clear days' notice specifying when and where payment is to be made) pay
to the Company the amount called as required by the notice. A call may
be made payable by instalments and may, at any time before receipt by the
Company of an amount due, be revoked or postponed in whole or in part as
the board may decide. A call is deemed made at the time when the
resolution of the board authorising it is passed. A person on whom a
call is made remains liable to pay the amount called despite the
subsequent transfer of the share in respect of which the call is made.
The joint holders of a share are jointly and severally liable for payment
of a call in respect of that share.
17. POWER TO DIFFERENTIATE
The board may make arrangements on the allotment or issue of shares for a
difference between the allottees or holders in the amounts and times of
payment of a call on their shares.
18. INTEREST ON CALLS
If the whole of the amount called is not paid on or before the date fixed
for payment, the person by whom it is payable shall pay interest on the
unpaid amount at such rate as may be fixed by the terms of allotment or
issue of the share or, if no rate is fixed, at such rate (not exceeding,
without the sanction of the Company given by ordinary resolution, 20 per
cent. per annum) as the board may decide, from and including the date
fixed for payment until but excluding the date of actual payment and all
costs, charges and expenses incurred by the Company by reason of the non-
payment. The board may waive payment of the interest in whole or in
part.
19. PAYMENT IN ADVANCE
The board may, if it thinks fit, receive from a member all or part of the
amounts uncalled and unpaid on shares held by him. A payment in advance
of calls extinguishes to the extent of the payment the liability of the
member on the shares in respect of which it is made. The Company may pay
interest on the amount paid in advance, or on so much of it as from time
to time exceeds the amount called on the shares in respect of which the
payment in advance has been made, at such rate (not exceeding, without
the sanction of the Company given by ordinary resolution, 20 per cent.
per annum) as the board may decide.
20. AMOUNTS DUE ON ALLOTMENT OR ISSUE TREATED AS CALLS
An amount which becomes payable in respect of a share on allotment or
issue or on a date fixed pursuant to the terms of allotment or issue
(whether in respect of nominal value or a premium) or as an instalment of
a call is deemed to be a call. In case of non-
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payment, the provisions of the articles as to payment of interest and
costs, charges and expenses, forfeiture or otherwise apply as if that
amount has become payable by virtue of a call.
FORFEITURE
21. NOTICE IF CALL NOT PAID
If a member fails to pay the whole of a call or an instalment of a call
on or before the date fixed for payment, the board may serve notice on
the member or on a person entitled by transmission to the share in
respect of which the call was made demanding payment, on a date not less
than 14 clear days from the date of the notice, of the amount of the call
outstanding and any interest that may have accrued on it and all costs,
charges and expenses incurred by the Company by reason of the
non-payment. The notice shall state:
(i) the place where payment is to be made; and
(ii) that if the notice is not complied with the share in respect of
which the call was made will be liable to be forfeited.
22. FORFEITURE FOR NON-COMPLIANCE
If the notice referred to in article 21 is not complied with, a share in
respect of which it is given may, at any time before payment required by
the notice has been made, be forfeited by a resolution of the board. The
forfeiture includes all dividends declared or other amounts payable in
respect of the forfeited share and not paid before the forfeiture.
23. NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall serve notice of the
forfeiture on the person who was before forfeiture the holder of the
share or the person entitled by transmission to the share but no
forfeiture is invalidated by an omission to give notice. An entry of the
fact and date of forfeiture shall be made in the register.
24. DISPOSAL OF FORFEITED SHARES
(A) Until cancelled in accordance with the Acts, a forfeited share and all
rights attaching to it are deemed to be the property of the Company and
may be sold, re-allotted or otherwise disposed of, either to the person
who was before the forfeiture the holder or to another person, on such
terms and in such manner as the board may decide. Where for this
purpose a forfeited share is to be transferred, the board may authorise a
person to transfer or cause the transfer of the share to the transferee.
The Company may receive the consideration (if any) for the share on its
disposal and may register the transferee as the holder of the share.
(B) The board may before a forfeited share has been cancelled, sold, re-
allotted or otherwise disposed of annul the forfeiture on such conditions
as it thinks fit.
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(C) A statutory declaration by a director or the secretary that a share has
been forfeited on the date stated in the declaration is conclusive
evidence of the facts stated in the declaration against all persons
claiming to be entitled to the share. The declaration (subject if
necessary to the transfer of the share) constitutes good title to the
share and the person to whom the share is disposed of is not bound to see
to the application of the consideration (if any). His title to the share
is not affected by an irregularity in or invalidity of the proceedings
connected with the forfeiture or disposal.
25. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person whose share has been forfeited ceases on forfeiture to be a
member in respect of it and shall surrender to the Company for
cancellation any certificate for the forfeited share or shares. He
remains liable to pay, and shall immediately pay to the Company, all
calls, interest, costs, charges and expenses owing in respect of the
share at the time of forfeiture, with interest, from the time of
forfeiture until payment, at such rate as may be fixed by the terms of
allotment or issue of the share or, if no rate is fixed, at the rate (not
exceeding, without the sanction of the Company given by ordinary
resolution, 20 per cent. per annum) as the board may decide. The board
may if it thinks fit enforce payment without allowance for the value of
the share at the time of forfeiture or for consideration received on
disposal.
26. SURRENDER
The board may accept the surrender of a share liable to be forfeited and
in that case references in the articles to forfeiture include surrender.
UNTRACED SHAREHOLDERS
27. POWER OF SALE
(A) The Company may sell the share of a member or of a person entitled by
transmission if:
(i) during a period of not less than 12 years before the date of
publication of the advertisements referred to in paragraph
(A)(iii) (or, if published on two different dates, the first date)
(the "RELEVANT PERIOD") at least three cash dividends have become
payable in respect of the share;
(ii) throughout the relevant period no cheque, warrant or money order
has been presented by the holder of, or the person entitled by
transmission to, the share to the paying bank, no payment made by
the Company by any other means permitted by article 123(B) has
been claimed or accepted and, so far as any director of the
Company at the end of the relevant period is then aware, the
Company has not at any time during the relevant period received
any communication from the holder of, or person entitled by
transmission to, the share;
(iii) on expiry of the relevant period the Company has given notice of
its intention to sell the share by advertisement in a national
newspaper and in a newspaper circulating in the area of the
address of the holder of, or person entitled by transmission to,
the share shown in the register; and
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(iv) the Company has not, so far as the board is aware, during a
further period of three months after the date of the
advertisements referred to in paragraph (A)(iii) (or the later
advertisement if the advertisements are published on different
dates) and before the exercise of the power of sale received a
communication from the holder of, or person entitled by
transmission to, the share.
(B) Where a power of sale is exercisable over a share pursuant to paragraph
(A) (a "Sale Share"), the Company may at the same time also sell any
additional share issued in right of such Sale Share or in right of such
an additional share previously so issued provided that the requirements
of paragraphs (A)(ii) to (v) (as if the words "throughout the relevant
period" were omitted from paragraph (A)(ii) and the words "on expiry of
the relevant period" were omitted from paragraph (A)(iii)) shall have
been satisfied in relation to the additional share.
(C) To give effect to a sale pursuant to paragraphs (A) or (B), the board may
authorise a person to transfer the share in the name and on behalf of the
holder of, or the person entitled by transmission to, the share, or to
cause the transfer of such share, to the purchaser or his nominee. The
purchaser is not bound to see to the application of the purchase money
and the title of the transferee is not affected by an irregularity or
invalidity in the proceedings connected with the sale of the share.
28. APPLICATION OF PROCEEDS OF SALE
The Company shall account to the member or other person entitled by
transmission to the share for the net proceeds of sale by carrying any
amount received on sale to a separate account. The Company is deemed to
be a debtor and not a trustee in respect of that amount for the member or
other person. Any amount carried to the separate account may either be
employed in the business of the Company or invested as the board may
think fit. No interest is payable on that amount and the Company is not
required to account for money earned on it.
TRANSFER OF SHARES
29. METHOD OF TRANSFER
(A) A member may transfer all or any of his certificated shares by instrument
of transfer in writing in any usual form or in another form approved by
the board, and the instrument shall be executed by or on behalf of the
transferor and (in the case of a transfer of a share which is not fully
paid) by or on behalf of the transferee.
(B) A member may transfer all or any of his uncertificated shares in
accordance with the Uncertificated Securities Regulations.
(C) The transferor of a share is deemed to remain the holder of the share
until the name of the transferee is entered in the register in respect of
it.
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30. RIGHT TO REFUSE REGISTRATION
(A) Subject to this article and article 69, shares of the Company are free
from any restriction on transfer. In exceptional circumstances approved
by the UKLA, the board may refuse to register the transfer of
certificated shares provided that such refusal would not disturb the
market in those shares. Subject to the requirements of the listing rules
of the UKLA, the board may, in its absolute discretion and without giving
a reason, refuse to register the transfer of a certificated share which
is not fully paid or the transfer of a certificated share on which the
Company has a lien.
(B) The board may also, in its absolute discretion and without giving a
reason, refuse to register the transfer of a certificated share or a
renunciation of a renounceable letter of allotment unless all of the
following conditions are satisfied:
(i) it is in respect of only one class of shares;
(ii) it is in favour of a single transferee or renouncee or not more
than four joint transferees or renouncees;
(iii) it is duly stamped (if required); and
(iv) it is delivered for registration to the office or such other place
as the board may decide, accompanied by the certificate for the
shares to which it relates (except in the case of a transfer by a
recognised person where a certificate has not been issued, or in
the case of a renunciation) and such other evidence as the board
may reasonably require to prove the title of the transferor or
person renouncing and the due execution by him of the transfer or
renunciation or, if the transfer or renunciation is executed by
some other person on his behalf, the authority of that person to
do so.
(C) If the board refuses to register the transfer of a certificated share it
shall, within two months after the date on which the transfer was lodged
with the Company, send notice of the refusal to the transferee. An
instrument of transfer which the board refuses to register shall (except
in the case of suspected fraud) be returned to the person depositing it.
Subject to article 140, the Company may retain all instruments of
transfer which are registered.
(D) In accordance with and subject to the provisions of the Uncertificated
Securities Regulations, the Operator of the relevant system shall
register a transfer of title to any uncertificated share or any
renounceable right of allotment of a share which is a participating
security held in uncertificated form but so that the Operator of the
relevant system may refuse to register such a transfer in any
circumstance permitted by the Uncertificated Securities Regulations.
(E) If the Operator of the relevant system refuses to register the transfer
of an uncertificated share or of any such uncertificated renounceable
right of allotment of a share it shall, within the time period stipulated
by the Uncertificated Securities Regulations, send notice of the refusal
to the transferee.
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(F) In accordance with and subject to the provisions of the Uncertificated
Securities Regulations, where title to an uncertificated share is
transferred by means of a relevant system to a person who is to hold such
share in certificated form thereafter, the Company as participating
issuer shall register the transfer in accordance with the relevant
Operator-instruction, but so that the Company may refuse to register such
a transfer in any circumstance permitted by the Uncertificated Securities
Regulations.
(G) In accordance with the Uncertificated Securities Regulations, if the
Company as participating issuer refuses to register the transfer of title
to an uncertificated share transferred by means of a relevant system to a
person who is to hold such share in certificated form thereafter, it
shall, within two months after the date on which the Operator-instruction
was received by the Company, send notice of the refusal to the
transferee.
31. FEES ON REGISTRATION
The Company may not charge a fee for registering the transfer of a share
or the renunciation of a renounceable letter of allotment or other
document or instructions relating to or affecting the title to a share or
the right to transfer it or for making any other entry in the register.
32. SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER
Subject to the Acts, the registration of transfers may be suspended at
such times and for such period (not exceeding 30 days in any year) as the
board may decide and either generally or in respect of a particular class
of shares. Unless otherwise permitted by the Uncertificated Securities
Regulations, the Company may not close any register relating to a
participating security without the consent of the operator of the
relevant system.
TRANSMISSION OF SHARES
33. ON DEATH
(A) The Company may recognise only the personal representative or
representatives of a deceased member as having title to a share held by
that member alone or to which he alone was entitled. In the case of a
share held jointly by more than one person, the Company may recognise
only the survivor or survivors as being entitled to it.
(B) Nothing in the articles releases the estate of a deceased member from
liability in respect of a share which has been solely or jointly held by
him.
34. ELECTION OF PERSON ENTITLED BY TRANSMISSION
(A) A person becoming entitled by transmission to a share may, on production
of any evidence the board may require as to his entitlement, elect either
to be registered as a member or to have a person nominated by him
registered as a member.
(B) If he elects to be registered himself, he shall give notice to the
Company to that effect. If he elects to have another person registered,
he shall:
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(i) if it is a certificated share, execute an instrument of transfer
of the share to that person; or
(ii) if it is an uncertificated share:
(a) procure that instructions are given by means of a relevant
system to effect transfer of the share to that person; or
(b) change the share to a certificated share and execute an
instrument of transfer of the share to that person.
(C) All the provisions of the articles relating to the transfer of
certificated shares apply to the notice or instrument of transfer (as the
case may be) as if it were an instrument of transfer executed by the
member and his death, bankruptcy or other event giving rise to a
transmission of entitlement had not occurred.
(D) The board may give notice requiring a person to make the election
referred to in article 34(A). If that notice is not complied with within
60 days, the board may withhold payment of all dividends and other
amounts payable in respect of the share until notice of election has been
made.
35. RIGHTS ON TRANSMISSION
Where a person becomes entitled by transmission to a share, the rights of
the holder in relation to that share cease. The person entitled by
transmission may, however, give a good discharge for dividends and other
amounts payable in respect of the share and, subject to articles 34 and
123, has the rights to which he would be entitled if he were the holder
of the share. The person entitled by transmission is not, however,
before he is registered as the holder of the share entitled in respect of
it to receive notice of or exercise rights conferred by membership in
relation to meetings of the Company or a separate meeting of the holders
of a class of shares.
ALTERATION OF SHARE CAPITAL
36. INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The Company may by ordinary resolution:
(i) increase its share capital by a sum to be divided into shares of
an amount prescribed by the resolution;
(ii) consolidate and divide all or any of its share capital into shares
of a larger amount than its existing shares;
(iii) subject to the Acts, sub-divide all or any of its shares into
shares of a smaller amount and may by the resolution decide that
the shares resulting from the sub-division have amongst themselves
a preference or other advantage or be subject to a restriction;
and
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(iv) cancel shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by a person and diminish
the amount of its share capital by the amount of the shares so
cancelled.
37. FRACTIONS
(A) If, as the result of consolidation and division or sub-division of
shares, members become entitled to fractions of a share, the board may on
behalf of the members deal with the fractions as it thinks fit. In
particular, the board may (treating holdings of a member of
uncertificated shares and certificated shares of the same class as if
they were separate holdings, unless the board decides otherwise):
(i) sell fractions of a share to a person (including, subject to the
Acts, to the Company) and distribute the net proceeds of sale in
due proportion amongst the persons entitled (except that if the
amount due to a person is less than {pound-sterling}3, or such
other sum as the board may decide, the sum may be retained for the
benefit of the Company); or
(ii) subject to the Acts, allot or issue to a member credited as fully
paid by way of capitalisation the minimum number of shares
required to round up his holding of shares to a number which,
following consolidation and division or sub-division, leaves a
whole number of shares (such allotment or issue being deemed to
have been effected immediately before consolidation or sub-
division, as the case may be).
(B) To give effect to a sale pursuant to article 37(A)(i) the board may
authorise a person to transfer or to cause the transfer of the shares to
the purchaser or his nominee and may cause the name of the purchaser or
his nominee to be entered in the register as the holder of the shares.
The purchaser is not bound to see to the application of the purchase
money and the title of the transferee to the shares is not affected by an
irregularity or invalidity in the proceedings connected with the sale.
(C) If shares are allotted or issued pursuant to article 37(A)(ii), the
amount required to pay up those shares may be capitalised as the board
thinks fit out of amounts standing to the credit of reserves (including a
share premium account, capital redemption reserve and profit and loss
account), whether or not available for distribution, and applied in
paying up in full the appropriate number of shares. A resolution of the
board capitalising part of the reserves has the same effect as if the
capitalisation had been declared by ordinary resolution of the Company
pursuant to article 130. In relation to the capitalisation the board may
exercise all the powers conferred on it by article 130 without an
ordinary resolution of the Company.
38. REDUCTION OF CAPITAL
Subject to the Acts and to the rights attached to existing shares, the
Company may by special resolution reduce its share capital, capital
redemption reserve and share premium account in any way.
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39. PURCHASE OF OWN SHARES
Subject to the Acts and to the rights attaching to existing shares, the
Company may purchase shares of any class (including redeemable shares) in
its own capital in any way.
GENERAL MEETINGS
40. ANNUAL GENERAL MEETINGS
The Company shall hold annual general meetings, which shall be convened
by the board, in accordance with the Acts.
41. EXTRAORDINARY GENERAL MEETINGS
All general meetings of the Company other than annual general meetings
are called extraordinary general meetings.
42. CONVENING OF EXTRAORDINARY GENERAL MEETINGS
The board may convene an extraordinary general meeting whenever it thinks
fit. The board must convene an extraordinary general meeting immediately
on receipt of a requisition from members in accordance with the Acts and
in default a meeting may be convened by requisitionists as provided in
the Acts. At a meeting convened on a requisition or by requisitionists
no business may be transacted except that stated by the requisition or
proposed by the board. An extraordinary general meeting may also be
convened in accordance with article 94.
43. LENGTH AND FORM OF NOTICE
(A) An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution shall be called by not less than 21
clear days' notice. All other extraordinary general meetings shall be
called by not less than 14 clear days' notice.
(B) Subject to the Acts, and although called by shorter notice than that
specified in paragraph (A), a general meeting is deemed to have been duly
called if it is so agreed:
(i) in the case of an annual general meeting, by all the members
entitled to attend and vote at the meeting; and
(ii) in the case of another meeting, by a majority in number of the
members having a right to attend and vote at the meeting, being a
majority together holding not less than 95 per cent. in nominal
value of the shares giving that right.
(C) The notice of meeting shall specify:
(i) whether the meeting is an annual general meeting or an
extraordinary general meeting;
(ii) the place, the date and the time of the meeting;
(iii) in the case of special business, the general nature of that
business;
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(iv) if the meeting is convened to consider a special or an
extraordinary resolution, the intention to propose the resolution
as such; and
(v) with reasonable prominence, that a member entitled to attend and
vote may appoint one or more proxies to attend and, on a poll,
vote instead of him and that a proxy need not also be a member.
(D) The notice of meeting shall be given to the members (other than any who,
under the provisions of the articles or the terms of allotment or issue
of shares, are not entitled to receive notice), to the directors and to
the auditors.
(E) The board may determine that persons entitled to receive notices of
meeting are those persons entered on the register at the close of
business on a day determined by the board, provided that, if the Company
is a participating issuer, the day determined by the board may not be
more than 21 days before the day that the relevant notice of meeting is
being sent.
(F) The notice of meeting may also specify a time (which, if the Company is a
participating issuer, shall not be more than 48 hours before the time
fixed for the meeting) by which a person must be entered on the register
in order to have the right to attend or vote at the meeting. Changes to
entries on the register after the time so specified in the notice shall
be disregarded in determining the rights of any person to so attend or
vote.
(G) Where the notice of meeting is published on a web-site in accordance with
article 135(B), it shall continue to be published in the same place on
that web-site from the date of the notification given under article
135(B)(ii) until the conclusion of the meeting to which the notice
relates.
44. OMISSION TO SEND NOTICE AND IRREGULARITIES IN PUBLICATION OF NOTICES
(A) The accidental omission to send a notice of meeting or, in cases where it
is sent out with the notice, a form of appointment of a proxy to, or the
non-receipt of either by, a person entitled to receive it does not
invalidate the proceedings at a general meeting.
(B) Where a notice of meeting published on a web-site in accordance with
article 135(B) is by accident published in different places on the
web-site or published for part only of the period from the date of the
notification given under article 135(B)(ii) until the conclusion of the
meeting to which the notice relates, the proceedings at such meeting are
not thereby invalidated.
45. POSTPONEMENT OF GENERAL MEETINGS
If the board, in its absolute discretion, considers that it is
impractical or unreasonable for any reason to hold a general meeting at
the time or place specified in the notice calling the general meeting, it
may postpone the general meeting to another time and place. When a
meeting is so postponed, notice of the time and place of the postponed
meeting shall be placed in at least two national newspapers in the United
Kingdom. Notice of the business to be transacted at such postponed
meeting is not required.
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46. SPECIAL BUSINESS
All business transacted at a general meeting is deemed special except the
following business at an annual general meeting:
(i) the receipt and consideration of the annual accounts, the
directors' report and auditors' report on those accounts;
(ii) the appointment of directors and other officers in place of those
retiring by rotation or otherwise ceasing to hold office;
(iii) the declaration of dividends; and
(iv) the appointment of the auditors (when special notice of the
resolution for appointment is not required by the Acts) and the
fixing, or determination of the manner of the fixing, of their
remuneration.
PROCEEDINGS AT GENERAL MEETINGS
47. QUORUM
(A) No business may be transacted at a general meeting unless a quorum is
present. The absence of a quorum does not prevent the appointment of a
chairman in accordance with the articles, which is not treated as part of
the business of the meeting.
(B) The quorum for a general meeting is two members present in person or by
proxy and entitled to vote.
48. PROCEDURE IF QUORUM NOT PRESENT
(A) If a quorum is not present within thirty minutes (or such longer time as
the chairman decides) from the time fixed for the start of the meeting,
the meeting, if convened by or on the requisition of members, is
dissolved. In any other case it stands adjourned to such time (being not
less than 14 nor more than 28 days later) and place as may have been
specified for the purpose in the notice convening the meeting. Where no
such arrangements have been specified, the meeting stands adjourned to
such time (being not less than 14 nor more than 28 days later) and place
as the chairman (or, in default, the board) decides.
(B) At an adjourned meeting the quorum is one member present in person or by
proxy and entitled to vote. If a quorum is not present within five
minutes from the time fixed for the start of the meeting, the adjourned
meeting is dissolved.
(C) Save where the time and place for the adjourned meeting has been
specified for the purpose in the notice convening the meeting as referred
to in paragraph (A) of this article (in which case notice of the
adjourned meeting need not be given), the Company shall give not less
than seven clear days' notice of any meeting adjourned for the lack of a
quorum and the notice shall state the quorum requirement.
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49. CHAIRMAN
(A) The chairman (if any) of the board or, in his absence, the deputy
chairman (if any) shall preside as chairman at a general meeting. If
there is no chairman or deputy chairman, or if at a meeting neither is
present within five minutes after the time fixed for the start of the
meeting or neither is willing to act, the directors present shall select
one of their number to be chairman. If only one director is present and
willing to act, he shall be chairman. In default, the members present in
person and entitled to vote shall choose one of their number to be
chairman.
(B) The chairman may take such action as he thinks fit to promote the orderly
conduct of the business of the meeting as specified in the notice of
meeting and the chairman's decision on matters of procedure or arising
incidentally from the business of the meeting is final, as is his
determination as to whether any matter is of such a nature.
50. RIGHT TO ATTEND AND SPEAK
(A) A director is entitled to attend and speak at a general meeting and at a
separate meeting of the holders of a class of shares or debentures
whether or not he is a member.
(B) The chairman may invite any person to attend and speak at any general
meeting of the Company whom the chairman considers to be equipped by
knowledge or experience of the Company's business to assist in the
deliberations of the meeting.
51. POWER TO ADJOURN
(A) The chairman may, with the consent of a meeting at which a quorum is
present (and shall, if so directed by the meeting) adjourn a meeting from
time to time and from place to place or for an indefinite period.
(B) Without prejudice to any other power which he may have under the
provisions of the articles or at common law, the chairman may, without
the consent of the meeting, interrupt or adjourn a meeting from time to
time and from place to place or for an indefinite period if he decides
that it has become necessary to do so in order to:
(i) secure the proper and orderly conduct of the meeting;
(ii) give all persons entitled to do so a reasonable opportunity of
speaking and voting at the meeting; or
(iii) ensure that the business of the meeting is properly disposed of.
52. NOTICE OF ADJOURNED MEETING
(A) Whenever a meeting is adjourned for 28 days or more or for an indefinite
period pursuant to article 51, at least seven clear days' notice
specifying the place, date and time of the adjourned meeting and the
general nature of the business to be transacted shall be given to the
members (other than any who, under the provisions of the articles or the
terms of allotment or issue of the shares, are not entitled to receive
notice), the directors and the auditors. Except in these circumstances
it is not necessary to give notice of a
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meeting adjourned pursuant to article 51 or of the business to be
transacted at the adjourned meeting.
(B) The board may determine that persons entitled to receive notice of an
adjourned meeting in accordance with this article are those persons
entered on the register at the close of business on a day determined by
the board, provided that, if the Company is a participating issuer, the
day determined by the board may not be more than 21 days before the day
that the relevant notice of meeting is being sent.
(C) The notice of an adjourned meeting given in accordance with this article
may also specify a time (which, if the Company is a participating issuer,
shall not be more than 48 hours before the time fixed for the meeting) by
which a person must be entered on the register in order to have the right
to attend or vote at the meeting. Changes to entries on the register
after the time so specified in the notice shall be disregarded in
determining the rights of any person to so attend or vote.
53. BUSINESS AT ADJOURNED MEETING
No business may be transacted at an adjourned meeting other than the
business which might properly have been transacted at the meeting from
which the adjournment took place.
54. ACCOMMODATION OF MEMBERS AT MEETING
If it appears to the chairman that the meeting place specified in the
notice convening the meeting is inadequate to accommodate all members
entitled and wishing to attend, the meeting is duly constituted and its
proceedings valid if the chairman is satisfied that adequate facilities
are available to ensure that a member who is unable to be accommodated is
able to:
(i) participate in the business for which the meeting has been
convened;
(ii) hear and see all persons present who speak (whether by the use of
microphones, loud-speakers, audio-visual communications equipment
or otherwise), whether in the meeting place or elsewhere; and
(iii) be heard and seen by all other persons present in the same way.
55. SECURITY
The board may make any arrangement and impose any restriction it
considers appropriate to ensure the security of a meeting including,
without limitation, the searching of a person attending the meeting and
the restriction of the items of personal property that may be taken into
the meeting place. The board may authorise one or more persons, who
shall include a director or the secretary or the chairman of the meeting
to:
(i) refuse entry to a meeting to a person who refuses to comply with
these arrangements or restrictions; and
(ii) eject from a meeting any person who causes the proceedings to
become disorderly.
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VOTING
56. METHOD OF VOTING
(A) At a general meeting, a resolution put to the vote of the meeting is
decided by a show of hands unless (before or on the declaration of the
result of the show of hands) a poll is properly demanded.
(B) Subject to the Acts, a poll may be demanded on any question by:
(i) the chairman of the meeting;
(ii) not less than five members present in person or by proxy and
entitled to vote;
(iii) a member or members present in person or by proxy representing in
aggregate not less than one-tenth of the total voting rights of
all the members having the right to vote at the meeting; or
(iv) a member or members present in person or by proxy holding shares
conferring a right to vote at the meeting, being shares on which
an aggregate sum has been paid up equal to not less than one-tenth
of the total sum paid up on all the shares conferring that right.
A demand by a proxy is deemed to be a demand by the member appointing the
proxy.
(C) Unless a poll is demanded and the demand is not withdrawn, a declaration
by the chairman that the resolution has been carried, or carried by a
particular majority, or lost or not carried by a particular majority, is
conclusive evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against the resolution.
57. PROCEDURE ON A POLL
(A) If a poll is properly demanded, it shall be taken in such manner as the
chairman directs. He may appoint scrutineers, who need not be members,
and may fix a time and place for declaring the result of the poll. The
result of the poll is deemed to be the resolution of the meeting at which
the poll is demanded.
(B) A poll demanded on the election of a chairman or on any question of
adjournment shall be taken at the meeting and without adjournment. A
poll demanded on another question shall be taken at such time and place
as the chairman decides, either at once or after an interval or
adjournment (but not more than 30 clear days after the date of the
demand).
(C) No notice need be given of a poll not taken immediately if the time and
place at which it is to be taken are announced at the meeting at which it
is demanded. In any other case at least seven clear days' notice shall
be given specifying the time and place at which the poll is to be taken.
(D) The demand for a poll may be withdrawn but only with the consent of the
chairman. A demand withdrawn in this way validates the result of a show
of hands declared before the demand is made. In the case of a poll
demanded before the declaration of the result of a
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show of hands and the demand is duly withdrawn, the meeting shall continue
as if the demand has not been made.
(E) The demand for a poll (other than on the election of the chairman or on a
question of adjournment) does not prevent the meeting continuing for the
transaction of business other than the question on which a poll has been
demanded.
(F) On a poll, votes may be given in person or by proxy and a member entitled
to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses in the same way, whether present in person or by
proxy.
58. VOTES OF MEMBERS
(A) Subject to special terms as to voting on which shares have been allotted
or issued, or a suspension or abrogation of voting rights pursuant to the
articles, at a general meeting every member present in person has on a
show of hands one vote and every member present in person or by proxy has
on a poll one vote for every ordinary share of which he is the holder.
(B) 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 vote or votes of the other joint holder or holders, and
seniority is determined by the order in which the names of the holders
stand in the register.
(C) A member in respect of whom an order has been made by a court or official
having jurisdiction (whether in the United Kingdom or elsewhere) that he
is or may be suffering from mental disorder or is otherwise incapable of
running his affairs may vote, whether on a show of hands or on a poll, by
his guardian, receiver, curator bonis or other person authorised for that
purpose and appointed by the court. A guardian, receiver, curator bonis
or other authorised and appointed person may, on a poll, vote by proxy if
evidence (to the satisfaction of the board) of the authority of the
person claiming to exercise the right to vote is deposited at the office
(or at another place specified in accordance with the articles for the
deposit of instruments of proxy) within the time limits prescribed by the
articles for the deposit of instruments of proxy for use at the meeting,
adjourned meeting or poll at which the right to vote is to be exercised.
59. CASTING VOTE
In the case of an equality of votes the chairman has, on a show of hands
and on a poll, a casting vote in addition to any vote to which he is
entitled as a member.
60. RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC.
Unless the board otherwise decides, no member is entitled in respect of a
share held by him to be present or to vote, either in person or by proxy,
at a general meeting or at a separate meeting of the holders of class of
shares or on a poll, or to exercise other rights conferred by membership
in relation to the meeting or poll, if a call or other amount due and
payable in respect of the share is unpaid. This restriction ceases on
payment of the amount outstanding and all costs, charges and expenses
incurred by the Company by reason of the non-payment.
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61. VOTING BY PROXY
(A) Subject to paragraph (B) below, an instrument appointing a proxy shall be
in writing in any usual form (or in another form approved by the board)
executed under the hand of the appointor or his duly constituted attorney
or, if the appointor is a company, under its seal or under the hand of
its duly authorised officer or attorney or other person authorised to
sign.
(B) Subject to the Acts, the board may accept the appointment of a proxy
received in an electronic communication on such terms and subject to such
conditions as it considers fit. The appointment of a proxy received in
an electronic communication is not subject to the requirements of
paragraph (A) above. The board may require the production of any
evidence it considers necessary to determine the validity of such an
appointment.
(C) Unless the contrary is stated in it, the appointment of a proxy is deemed
to confer authority to demand or join in demanding a poll (but shall not
confer any further right to speak at the meeting except with the
permission of the chairman) and to vote on a resolution or amendment of a
resolution put to, or other business which may properly come before, the
meeting or meetings for which it is given, as the proxy thinks fit.
(D) A proxy need not be a member.
(E) A member may appoint more than one proxy to attend on the same occasion.
When two or more valid but differing instruments of proxy are delivered
for 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 or others as regards
that share. If the Company is unable to determine which instrument was
last validly delivered, none of them shall be treated as valid in respect
of that share.
(F) Delivery or receipt of an appointment of proxy does not prevent a member
attending and voting in person at the meeting or an adjournment of the
meeting or on a poll.
(G) The appointment of a proxy is (unless the contrary is stated in it) valid
for an adjournment of the meeting as well as for the meeting or meetings
to which it relates. The appointment of a proxy is valid for 12 months
from the date of execution or, in the case of an appointment of proxy
delivered in an electronic communication, for the duration specified by
the board.
(H) Subject to the Acts and the requirements of the listing rules of the
UKLA, the Company may send an instrument of proxy to all or none of the
persons entitled to receive notice of and to vote at a meeting. If sent,
the instrument shall provide for two-way voting on all resolutions set
out in the notice of meeting.
62. APPOINTMENT OF PROXY
(A) The form of appointment of a proxy, and (if required by the board) a
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
board, shall be:
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(i) in the case of an instrument in writing, delivered to the office,
or another place in the United Kingdom specified in the notice
convening the meeting or in the form of appointment of proxy or
other accompanying document sent by the Company in relation to the
meeting not less than 48 hours before the time for holding the
meeting or adjourned meeting or the taking of a poll at which the
person named in the form of appointment of proxy proposes to vote;
(ii) in the case of an appointment of a proxy contained in an
electronic communication, where an address has been specified for
the purpose of receiving electronic communications:
(a) in the notice convening the meeting; or
(b) in any form of appointment of a proxy sent out by the Company
in relation to the meeting; or
(c) in any invitation contained in an electronic communication to
appoint a proxy issued by the Company in relation to the
meeting,
received at such address not less than 48 hours before the time
for holding the meeting at which the person named in the form of
appointment of proxy proposes to vote;
(iii) in the case of a meeting adjourned for less than 28 days but more
than 48 hours or in the case of a poll taken more than 48 hours
after it is demanded, delivered or received as required by
paragraphs (i) or (ii) not less than 24 hours before the time
appointed for the holding of the adjourned meeting or the taking
of the poll; or
(iv) in the case of a meeting adjourned for not more than 48 hours or
in the case of a poll not taken immediately but taken not more
than 48 hours after it was demanded, delivered at the adjourned
meeting or at the meeting at which the poll was demanded to the
chairman or to the secretary or to a director.
An appointment of proxy not delivered or received in accordance with this
article is invalid.
(B) Without limiting the foregoing, in relation to any shares which are held
in uncertificated form, the board may from time to time permit
appointments of a proxy to be made by means of an electronic
communication in the form of an uncertificated proxy instruction and may
in a similar manner permit supplements to, or amendments or revocations
of, any such uncertificated proxy instruction to be made by like means.
The board may in addition prescribe the method of determining the time at
which any such uncertificated proxy instruction (and/or other instruction
or notification) is to be treated as received by the Company or a
participant acting on its behalf. The board may treat any such
uncertificated proxy instruction which purports to be or is expressed to
be sent on behalf of a holder of a share as sufficient evidence of the
authority of the person sending that instruction to send it on behalf of
that holder.
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63. WHEN VOTES BY PROXY VALID ALTHOUGH AUTHORITY REVOKED
A vote cast or poll demanded by a proxy or authorised representative of a
company is valid despite termination of his authority unless notice of
termination is received by the Company at the office or, in the case of a
proxy, any other place specified for delivery or receipt of the form of
appointment of proxy or, where the appointment of proxy was contained in
an electronic communication, at the address at which the form of
appointment was received, not later than the last time at which an
appointment of proxy should have been delivered or received in order to
be valid for use at the meeting or adjourned meeting at which the vote is
cast or the poll demanded or (in the case of a poll taken otherwise than
at or on the same day as the meeting or adjourned meeting) for use on the
holding of the poll at which the vote is cast.
64. CORPORATE REPRESENTATIVE
A company which is a member may, by resolution of its directors or other
governing body, authorise a person to act as its representative at a
meeting or at a separate meeting of the holders of a class of shares (the
"REPRESENTATIVE"). The representative is entitled to exercise on behalf
of the company (in respect of that part of the company's holding of
shares to which the authorisation relates) those powers that the company
could exercise if it were an individual member. The company is for the
purposes of the articles deemed to be present in person at a meeting if
the representative is present. All references to attendance and voting
in person shall be construed accordingly. A director, the secretary or
other person authorised for the purpose by the secretary may require the
representative to produce a certified copy of the resolution of
authorisation before permitting him to exercise his powers.
65. OBJECTIONS TO AND ERROR IN VOTING
No objection may be made to the qualification of a voter or to the
counting of, or failure to count, a vote, except at the meeting or
adjourned meeting at which the vote objected to is tendered or at which
the error occurs. An objection properly made shall be referred to the
chairman and only invalidates the result of the voting if, in the opinion
of the chairman, it is of sufficient magnitude to affect the decision of
the meeting. The decision of the chairman is conclusive and binding on
all concerned.
66. AMENDMENTS TO RESOLUTIONS
No amendment to a resolution duly proposed as a special or extraordinary
resolution (other than an amendment to correct a patent error) may be
considered or voted on. No amendment to a resolution duly proposed as an
ordinary resolution (other than an amendment to correct a patent error)
may be considered or voted on unless either:
(i) at least 48 hours before the time appointed for holding the
meeting or adjourned meeting at which the ordinary resolution is
to be considered, notice of the terms of the amendment and
intention to move it has been lodged at the office; or
(ii) the chairman in his absolute discretion decides that the amendment
may be considered or voted on.
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If an amendment proposed to a resolution under consideration is ruled out
of order by the chairman the proceedings on the substantive resolution
are not invalidated by an error in his ruling.
67. MEMBERS' WRITTEN RESOLUTIONS
A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general
meeting at which he was present is as effective as if it had been passed
at a general meeting duly convened and held. The resolution in writing
may consist of several instruments in the same form each duly executed by
or on behalf of one or more members. If the resolution in writing is
described as a special resolution or as an extraordinary resolution, it
has effect accordingly.
68. CLASS MEETINGS
A separate meeting for the holders of a class of shares shall be convened
and conducted as nearly as possible in the same way as an extraordinary
general meeting, except that:
(i) no member, other than a director, is entitled to notice of it or
to attend unless he is a holder of shares of that class;
(ii) no vote may be given except in respect of a share of that class;
(iii) the quorum at the meeting is two persons present in person holding
or representing by proxy at least one-third in nominal value of
the issued shares of that class;
(iv) the quorum at an adjourned meeting is one person holding shares of
that class present in person or by proxy; and
(v) a poll may be demanded in writing by a member present in person or
by proxy and entitled to vote at the meeting and on a poll each
member has one vote for every share of that class of which he is
the holder.
69. FAILURE TO DISCLOSE INTERESTS IN SHARES
(A) Subject to the requirements of the UKLA, where notice is served by the
Company under section 212 of the Act (a "SECTION 212 NOTICE") on a
member, or another person appearing to be interested in shares held by
that member, and the member or other person has failed in relation to any
shares (the "DEFAULT SHARES", which expression includes any shares
allotted or issued after the date of the section 212 notice in respect of
those shares) to give the Company the information required within the
prescribed period from the date of the section 212 notice, the following
sanctions apply, unless the board otherwise decides:
(i) the member is not entitled in respect of the default shares to be
present or to vote (either in person or by proxy) at a general
meeting or at a separate meeting of the holders of a class of
shares or on a poll; and
(ii) where the default shares represent at least 0.25 per cent. in
nominal value of the issued shares of their class:
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(a) a dividend (or any part of a dividend) or other amount
payable in respect of the default shares shall be withheld by
the Company, which has no obligation to pay interest on it,
and the member is not entitled to elect, pursuant to article
129, to receive shares instead of a dividend; and
(b) no transfer of any certificated default shares shall be
registered unless the transfer is an excepted transfer or:
(i) the member is not himself in default in supplying
the information required; and
(ii) the member proves to the satisfaction of the board
that no person in default in supplying the
information required is interested in any of the
shares the subject of the transfer.
(B) For the purpose of enforcing the sanction in paragraph (A)(ii)(b), the
board may give notice to the member requiring the member to change
default shares held in uncertificated form to certificated form by the
time stated in the notice. The notice may also state that the member may
not change any default shares held in certificated form to uncertificated
form. If the member does not comply with the notice, the board may
authorise a person to change default shares held in uncertificated form
to certificated form in the name and on behalf of the member.
(C) The sanctions under paragraph (A) cease to apply seven days after the
earlier of:
(i) receipt by the Company of notice of an excepted transfer, but only
in relation to the shares transferred; and
(ii) receipt by the Company, in a form satisfactory to the board, of
all the information required by the section 212 notice.
(D) Where, on the basis of information obtained from a member in respect of a
share held by him, the Company issues a section 212 notice to another
person, it shall at the same time send a copy of the section 212 notice
to the member, but the accidental omission to do so, or the non-receipt
by the member of the copy, does not invalidate or otherwise affect the
application of paragraphs (A) or (B).
(E) For the purposes of this article 69:
(i) a person, other than the member holding a share, is treated as
appearing to be interested in that share if the member has
informed the Company that the person is or may be interested, or
if the Company (after taking account of information obtained from
the member or, pursuant to a section 212 notice, from anyone else)
knows or has reasonable cause to believe that the person is or may
be so interested;
(ii) "INTERESTED" is construed as it is for the purpose of section 212
of the Act;
(iii) reference to a person having failed to give the Company the
information required by a section 212 notice, or being in default
in supplying such information, includes (a) reference to his
having failed or refused to give all or
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any part of it, and (b) reference to his having given information
which he knows to be false in a material particular or having
recklessly given information which is false in a material
particular;
(iv) the "PRESCRIBED PERIOD" means 14 days;
(v) an "EXCEPTED TRANSFER" means, in relation to shares held by a
member:
(a) a transfer pursuant to acceptance of a takeover offer for the
Company (within the meaning of section 428(1) of the Act); or
(b) a transfer in consequence of a sale made through a recognised
investment exchange (as defined in the Financial Services Act
1986) or another stock exchange outside the United Kingdom on
which shares in the capital of the Company are normally
traded; or
(c) a transfer which is shown to the satisfaction of the board to
be made in consequence of a sale of the whole of the
beneficial interest in the shares to a person who is
unconnected with the member and with any other person
appearing to be interested in the shares.
(F) The provisions of this article are in addition and without prejudice to
the provisions of the Acts.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
70. NUMBER OF DIRECTORS
Unless and until otherwise decided by the Company by ordinary resolution
the number of directors must not be less than two and is not subject to a
maximum number.
71. POWER OF THE COMPANY TO APPOINT DIRECTORS
Subject to the articles, the Company may by ordinary resolution appoint a
person who is willing to act to be a director, either to fill a vacancy
or as an addition to the board, but the total number of directors may not
exceed any maximum number fixed in accordance with the articles.
72. POWER OF THE BOARD TO APPOINT DIRECTORS
Without prejudice to the power of the Company to appoint a person to be a
director pursuant to the articles, the board may appoint a person who is
willing to act as a director, either to fill a vacancy or as an addition
to the board, but the total number of directors may not exceed any
maximum number fixed in accordance with the articles. A director
appointed in this way may hold office only until the dissolution of the
next annual general meeting after his appointment unless he is
reappointed during that meeting. He is not required, and is not taken
into account in determining the number of directors who are, to retire by
rotation at the meeting.
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73. APPOINTMENT OF EXECUTIVE DIRECTORS
(A) Subject to the Acts, the board may appoint one or more of its body to
hold employment or executive office with the Company for such term and on
such other terms and conditions as (subject to the Acts) the board thinks
fit. The board may revoke or terminate an appointment, without prejudice
to a claim for damages for breach of the contract of service between the
director and the Company or otherwise.
(B) Subject to the Acts, the board may enter into an agreement or arrangement
with any director for the provision of any services outside the scope of
the ordinary duties of a director. Any such agreement or arrangement may
be made on such terms and conditions as (subject to the Acts) the board
thinks fit and (without prejudice to any other provision of the articles)
it may remunerate any such director for such services as it thinks fit.
74. ELIGIBILITY OF NEW DIRECTORS
(A) No person other than a director retiring (by rotation or otherwise) may
be appointed or reappointed a director at a general meeting unless:
(i) he is recommended by the board; or
(ii) not less than seven nor more than 42 days before the date fixed
for the meeting, notice has been given to the Company by a member
(other than the person to be proposed) qualified to vote at the
meeting of the intention to propose that person for appointment or
reappointment. The notice shall (a) state the particulars which
would, if the proposed director were appointed or reappointed, be
required to be included in the Company's register of directors,
(b) be accompanied by notice given by the proposed director of his
willingness to be appointed or reappointed, and (c) be lodged at
the office.
(B) A director need not be a member.
75. VOTING ON RESOLUTION FOR APPOINTMENT
A resolution for the appointment of two or more persons as directors by a
single resolution is void unless an ordinary resolution that the
resolution for appointment is proposed in this way has first been agreed
to by the meeting without a vote being given against it.
76. RETIREMENT BY ROTATION
(A) Subject to paragraph (B) below, 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
less than one-third, shall retire from office provided that if there are
fewer than three directors who are subject to retirement by rotation, one
shall retire from office.
(B) If any one or more directors were last appointed or reappointed three
years or more prior to the meeting or were last appointed or reappointed
at the third immediately preceding annual general meeting, he or they
shall retire from office and shall be counted in
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obtaining the number required to retire at the meeting, provided that the
number of directors required to retire under paragraph (A) above shall be
increased to the extent necessary to comply with this paragraph.
77. DIRECTORS SUBJECT TO RETIREMENT
Subject to the Acts and the articles, the directors to retire by rotation
at an annual general meeting include, so far as necessary to obtain the
number required, first, a director who wishes to retire and not offer
himself for reappointment, and, second, those directors who have been
longest in office since their last appointment or reappointment. As
between two or more who have been in office an equal length of time, the
director to retire shall, in default of agreement between them, be
determined by lot. The directors to retire on each occasion (both as to
number and identity) shall be determined on the basis of the composition
of the board at the start of business on the date of the notice convening
the annual general meeting, disregarding a change in the number or
identity of the directors after that time but before the close of the
meeting.
78. POSITION OF RETIRING DIRECTOR
A director who retires at an annual general meeting (whether by rotation
or otherwise) may, if willing to act, be reappointed. If he is not
reappointed or deemed reappointed, he may retain office until the meeting
appoints someone in his place or, if it does not do so, until the end of
the meeting.
79. DEEMED REAPPOINTMENT
At a general meeting at which a director retires by rotation the Company
may fill the vacancy and, if it does not do so, the retiring director is,
if willing, deemed reappointed unless it is expressly resolved not to
fill the vacancy or a resolution for the reappointment of the director is
put to the meeting and lost.
80. NO RETIREMENT ON ACCOUNT OF AGE
No person is incapable of being appointed a director by reason of his
having reached the age of 70 or another age. Special notice is not
required in connection with the appointment or the approval of the
appointment of such person. No director is required to vacate his office
because he has reached the age of 70 or another age and section 293 of
the Act does not apply to the Company. Where a general meeting is
convened at which, to the knowledge of the board, a director is to be
proposed for appointment or reappointment who is at the date of the
meeting 70 or more, the board shall give notice of his age in the notice
convening the meeting or in a document accompanying the notice, but the
accidental omission to do so does not invalidate proceedings or an
appointment or reappointment of that director at that meeting.
81. REMOVAL BY ORDINARY RESOLUTION
In addition to any power of removal conferred by the Acts, the Company
may by ordinary resolution remove a director before the expiry of his
period of office (without prejudice to a claim for damages for breach of
contract or otherwise) and may (subject to the articles) by ordinary
resolution appoint another person who is willing to act to be a
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director in his place. A person appointed in this way is treated, for
the purposes of determining the time at which he or another director is
to retire, as if he had become a director on the date on which the person
in whose place he is appointed was last appointed or reappointed a
director.
82. VACATION OF OFFICE BY DIRECTOR
(A) Without prejudice to the provisions for retirement (by rotation or
otherwise) contained in the articles, the office of a director is vacated
if:
(i) he resigns by notice delivered to the secretary at the office or
tendered at a board meeting;
(ii) where he has been appointed for a fixed term, the term expires;
(iii) he ceases to be a director by virtue of a provision of the Acts,
is removed from office pursuant to the articles or becomes
prohibited by law from being a director;
(iv) he becomes bankrupt or compounds with his creditors generally;
(v) he is or has been suffering from mental ill health or becomes a
patient for the purpose of any statute relating to mental health
and the board resolves that his office be vacated;
(vi) both he and his alternate director appointed pursuant to the
provisions of the articles (if any) are absent, without the
permission of the board, from board meetings for six consecutive
months and the board resolves that his office be vacated; or
(vii) he is removed from office by notice addressed to him at his last-
known address and signed by all his co-directors (without
prejudice to a claim for damages for breach of contract or
otherwise).
(B) A resolution of the board declaring a director to have vacated office
under the terms of this article is conclusive as to the fact and grounds
of vacation stated in the resolution.
(C) If the office of a director is vacated for any reason, he shall cease to
be a member of any committee of the board.
ALTERNATE DIRECTORS
83. APPOINTMENT
(A) A director (other than an alternate director) may by notice delivered to
the secretary at the office or tabled at a meeting of the board, or in
any other manner approved by the board, appoint as his alternate
director:
(i) another director, or
(ii) another person approved by the board and willing to act.
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No appointment of an alternate director who is not already a director is
effective until his consent to act as a director in the form prescribed
by the Acts has been received at the office or tabled at a meeting of the
board.
(B) An alternate director need not be a member and is not counted in
reckoning the number of directors for the purpose of article 70.
84. REVOCATION OF APPOINTMENT
A director may by notice delivered to the secretary at the office or
tabled at a meeting of the board revoke the appointment of his alternate
director and, subject to the provisions of article 83, appoint another
person in his place. If a director ceases to hold the office of director
or if he dies, the appointment of his alternate director automatically
ceases. If a director retires but is reappointed or deemed reappointed
at the meeting at which his retirement takes effect, a valid appointment
of an alternate director which was in force immediately before his
retirement continues to operate after his reappointment as if he has not
retired. The appointment of an alternate director ceases on the
happening of an event which, if he were a director otherwise appointed,
would cause him to vacate office.
85. PARTICIPATION IN BOARD MEETINGS
An alternate director is, if he gives the Company an address in the
United Kingdom at which notices may be served on him, entitled to receive
notice of all meetings of the board and all committees of the board of
which his appointor is a member and, in the absence from those meetings
of his appointor, to attend and vote at the meetings and to exercise all
the powers, rights, duties and authorities of his appointor. A director
acting as alternate director has a separate vote at meetings of the board
and committees of the board for each director for whom he acts as
alternate director but he counts as only one for the purpose of
determining whether a quorum is present.
86. RESPONSIBILITY
A person acting as an alternate director is an officer of the Company, is
alone responsible to the Company for his acts and defaults, and is not
deemed to be the agent of his appointor.
REMUNERATION, EXPENSES AND PENSIONS
87. DIRECTORS' FEES
(A) Unless otherwise decided by the Company by ordinary resolution, the
Company shall pay to the directors (but not alternate directors) for
their services as directors such amount of aggregate fees as the board
decides (or such amount as the Company may by ordinary resolution
decide). The aggregate fees shall be divided among the directors in such
proportions as the board decides or, if no decision is made, equally. A
fee payable to a director pursuant to this article is distinct from any
salary, remuneration or other amount payable to him pursuant to other
provisions of the articles and accrues from day to day.
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(B) Subject to the Acts and to the articles and the requirements of the
listing rules of the UKLA, the board may arrange for part of a fee
payable to a director under this article to be provided in the form of
fully-paid shares in the capital of the Company. The amount of the fee
payable in this way shall be at the discretion of the board and shall be
applied in the purchase or subscription of shares on behalf of the
relevant director. In the case of a subscription of shares, the
subscription price shall be deemed to be the closing middle-market
quotation for a fully-paid share of the Company of that class as
published in the Daily Official List of the London Stock Exchange on the
day of subscription.
88. ADDITIONAL REMUNERATION
A director who, at the request of the board, goes or resides abroad,
makes a special journey or performs a special service on behalf of the
Company may be paid such reasonable additional remuneration (whether by
way of salary, percentage of profits or otherwise) and expenses as the
board may decide.
89. EXPENSES
A director is entitled to be repaid all reasonable travelling, hotel and
other expenses properly incurred by him in the performance of his duties
as director including, without limitation, expenses incurred in attending
meetings of the board or of committees of the board or general meetings
or separate meetings of the holders of a class of shares or debentures.
90. REMUNERATION AND EXPENSES OF ALTERNATE DIRECTORS
An alternate director is not entitled to a fee from the Company for his
services as an alternate director. The fee payable to an alternate
director is payable out of the fee payable to his appointor and consists
of such portion (if any) of the fee as he agrees with his appointor. The
Company shall, however, repay to an alternate director expenses incurred
by him in the performance of his duties if the Company would have been
required to repay the expenses to him under article 89 had he been a
director.
91. DIRECTORS' PENSIONS AND OTHER BENEFITS
(A) The board may exercise all the powers of the Company to provide pensions
or other retirement or superannuation benefits and to provide death or
disability benefits or other allowances or gratuities (by insurance or
otherwise) for a person who is or has at any time been a director of:
(i) the Company;
(ii) a company which is or was a subsidiary undertaking of the Company;
(iii) a company which is or was allied to or associated with the Company
or a subsidiary undertaking of the Company; or
(iv) a predecessor in business of the Company or of a subsidiary
undertaking of the Company,
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(or, in each case, for any member of his family, including a spouse or
former spouse, or a person who is or was dependent on him). For this
purpose the board may establish, maintain, subscribe and contribute to
any scheme, trust or fund and pay premiums. The board may arrange for
this to be done by the Company alone or in conjunction with another
person.
(B) A director or former director is entitled to receive and retain for his
own benefit a pension or other benefit provided under paragraph (A) and
is not obliged to account for it to the Company.
92. REMUNERATION OF EXECUTIVE DIRECTOR
The salary or other remuneration of a director appointed to hold
employment or executive office in accordance with the articles may be a
fixed sum of money, or wholly or in part governed by business done or
profits made, or as otherwise decided by the board, and may be in
addition to or instead of a fee payable to him for his services as
director pursuant to the articles.
POWERS AND DUTIES OF THE BOARD
93. POWERS OF THE BOARD
Subject to the Acts, the memorandum of association of the Company and the
articles and to directions given by special resolution of the Company,
the business of the Company is managed by the board which may exercise
all the powers of the Company whether relating to the management of the
business or not. No alteration of the memorandum of association or of
the articles and no direction given by the Company invalidate a prior act
of the board which would have been valid if the alteration had not been
made or the direction had not been given. The provisions of the articles
giving specific powers to the board do not limit the general powers given
by this article.
94. POWERS OF DIRECTORS BEING LESS THAN MINIMUM REQUIRED NUMBER
If the number of directors is less than the minimum prescribed by the
articles or decided by the Company by ordinary resolution, the remaining
director or directors may act only for the purposes of appointing an
additional director or directors to make up that minimum or convening a
general meeting of the Company for the purpose of making such
appointment. If no director or directors is or are able or willing to
act, two members may convene a general meeting for the purpose of
appointing directors. An additional director appointed in this way holds
office (subject to the articles) only until the dissolution of the next
annual general meeting after his appointment unless he is reappointed
during the meeting.
95. POWERS OF EXECUTIVE DIRECTORS
The board may delegate to a director holding executive office any of its
powers, authorities and discretions for such time and on such terms and
conditions as it thinks fit. In particular, without limitation, the
board may grant the power to sub-delegate, and may retain or exclude the
right of the board to exercise the delegated powers, authorities or
-35-
discretions collaterally with the director. The board may at any time
revoke the delegation or alter its terms and conditions.
96. DELEGATION TO COMMITTEES
The board may delegate any of its powers, authorities and discretions
(with power to sub-delegate) to a committee consisting of one or more
persons (whether a member or members of the board or not) as it thinks
fit. A committee may exercise its power to sub-delegate by sub-
delegating to any person or persons (whether or not a member or members
of the board or of the committee). The board may retain or exclude its
right to exercise the delegated powers, authorities or discretions
collaterally with the committee. The board may at any time revoke the
delegation or alter any terms and conditions or discharge the committee
in whole or in part. Where a provision of the articles refers to the
exercise of a power, authority or discretion by the board (including,
without limitation, the power to pay fees, remuneration, additional
remuneration, expenses and pensions and other benefits pursuant to
articles 87 to 92 and that power, authority or discretion has been
delegated by the board to a committee, the provision shall be construed
as permitting the exercise of the power, authority or discretion by the
committee.
97. AGENTS
The board may by power of attorney or otherwise appoint a person to be
the agent of the Company and may delegate to that person any of its
powers, authorities and discretions for such purposes, for such time and
on such terms and conditions (including as to remuneration) as it thinks
fit. In particular, without limitation, the board may grant the power to
sub-delegate and may retain or exclude the right of the board to exercise
the delegated powers, authorities or discretions collaterally with the
agent. The board may at any time revoke or alter the terms and
conditions of the appointment or delegation.
98. ASSOCIATE DIRECTORS
The board may appoint a person (not being a director) to an office or
employment having a designation or title including the word "director" or
attach to an existing office or employment that designation or title and
may terminate the appointment or use of that designation or title. The
inclusion of the word "director" in the designation or title of an office
or employment does not imply that the person is, or is deemed to be, or
is empowered to act as, a director for any of the purposes of the Acts or
the articles.
99. EXERCISE OF VOTING POWERS
Subject to article 102, the board may exercise or cause to be exercised
the voting powers conferred by shares in the capital of another company
held or owned by the Company, or a power of appointment to be exercised
by the Company, in any manner it thinks fit (including the exercise of
the voting power or power of appointment in favour of the appointment of
a director as an officer or employee of that company or in favour of the
payment of remuneration to the officers or employees of that company).
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100. PROVISION FOR EMPLOYEES
The board may exercise the powers conferred on the Company by the Acts to
make provision for the benefit of a person employed or formerly employed
by the Company or any of its subsidiary undertakings (or any member of
his family, including a spouse or former spouse, or any person who is or
was dependent on him) in connection with the cessation or the transfer to
a person of the whole or part of the undertaking of the Company or the
subsidiary undertaking.
101. REGISTERS
Subject to the Acts and the Uncertificated Securities Regulations, the
board may exercise the powers conferred on the Company with regard to the
keeping of an overseas, local or other register and may make and vary
regulations as it thinks fit concerning the keeping of a register.
102. BORROWING POWERS
(A) Subject to the following provisions of this article, the board may
exercise all the powers of the Company to borrow money and to mortgage or
charge all or part of the undertaking, property and assets (present or
future) and uncalled capital of the Company and, subject to the Acts, to
issue debentures and other securities, whether outright or as collateral
security for a debt, liability or obligation of the Company or of a third
party.
(B) The board shall restrict the borrowings of the Company and shall exercise
all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary undertakings so as to ensure (as
regards subsidiary undertakings, to the extent possible) that the
aggregate principal amount outstanding in respect of moneys borrowed by
the group does not at any time without the previous sanction of an
ordinary resolution of the Company exceed a sum equal to [ ] times the
adjusted capital and reserves.
(C) In this article:
(i) "ADJUSTED CAPITAL AND RESERVES" means a sum equal to the aggregate
of:
(a) the amount paid up on the allotted share capital of the
Company; and
(b) the amount standing to the credit or debit of the
consolidated reserves;
all as shown in the relevant balance sheet but after:
(c) making all adjustments which are, in the opinion of the
board, necessary or appropriate to take account of:
(I) a variation in the amounts referred to in
paragraphs (a) and (b) since the date of the
relevant balance sheet arising out of the allotment
of shares in the capital of the Company; for this
purpose if a proposed allotment of shares by the
Company for cash has been underwritten, those shares
are deemed to have been allotted and the amount
(including any premium) of the subscription moneys
payable in respect of those shares (not
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being moneys payable later than six months after the
date of allotment) are deemed to have been paid up to
the extent underwritten on the date on which the issue
of those shares was underwritten (or, if the
underwriting was conditional, the date on which it
became unconditional); and
(II) other changes in circumstances since the date of the
relevant balance sheet;
(ii) "GROUP" means:
(a) the Company;
(b) all undertakings which are included in the consolidated group
accounts in which the relevant balance sheet is comprised and
which would be so included if group accounts were prepared at
the relevant time (and if that time were the end of the
Company's financial year);and
(c) all undertakings which are not included in the consolidated
group accounts in which the relevant balance sheet is
comprised but which would be so included if group accounts
were prepared at the relevant time (and if that time were the
end of the Company's financial year);
(iii) "GROUP UNDERTAKING" means the Company or another undertaking in
the group;
(iv) "MONEYS BORROWED" means all moneys borrowed including, without
limitation:
(a) the nominal amount of and the amount of any premium paid in
respect of any allotted share capital (not being equity share
capital) of a group undertaking other than the Company not
beneficially owned, directly or indirectly, by another group
undertaking;
(b) any amount raised by acceptance under an acceptance credit
facility;
(c) any amount raised under a note purchase facility;
(d) the amount of any liability in respect of a lease or hire
purchase contract which would, in accordance with generally
accepted accounting standards in the United Kingdom, be
treated as a finance or capital lease;
(e) the amount of any liability in respect of a purchase price
for assets or services the payment of which is deferred for a
period of more than [90 days]; and
(f) any amount raised under another transaction (including,
without limitation, a forward sale or purchase agreement)
having the commercial effect of a borrowing;
but excluding:
(g) borrowings by one group undertaking from another, including
the principal amount of any loan capital (whether secured or
unsecured) and
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the nominal amount of any allotted or issued share capital
(not being equity share capital) of a group undertaking
beneficially owned, directly or indirectly, by another group
undertaking;
(h) borrowings for the purpose of financing a contract to the
extent that the price receivable under the contract is
guaranteed or insured by the Export Credits Guarantee
Department of the Department of Trade and Industry or by
another person fulfilling a similar function;
(i) borrowings for the purpose of, and to be applied within six
months of being made in, repaying the whole or part of
borrowings that constitute moneys borrowed for the purposes
of this article, pending their application for that purpose
within that period; and
and in calculating moneys borrowed for the purposes of this
article, there shall be deducted:
(j) an amount equal to the aggregate of:
(I) all cash in hand and cash deposits repayable on
demand with any bank or financial institution (not
itself a group undertaking); and
(II) investments which are readily convertible into known
amounts of cash with notice of [48 hours or less];
in each case beneficially owned, directly or indirectly, by a
group undertaking and whether denominated in sterling or in a
currency other than sterling;
(v) "RELEVANT BALANCE SHEET" means the consolidated balance sheet
dealing with the state of affairs of the Company and its
subsidiary undertakings comprised in the latest group accounts
prepared and approved by the board and on which the auditors have
made their report pursuant to the Acts.
(D) When the amount of moneys borrowed to be taken into account for the
purposes of this article on a particular day is being calculated, moneys
denominated or repayable in a currency other than the currency in which
the relevant balance sheet is prepared (the "BALANCE SHEET CURRENCY")
shall be converted for the purpose of calculating the balance sheet
currency equivalent either:
(i) at the rate of exchange specified in a forward purchase contract,
currency option, back-to-back loan, swap or other arrangement
taken out or entered into to reduce the risk associated with
fluctuations in rates of exchange in respect of repayment of those
moneys (a "HEDGING AGREEMENT"); or
(ii) if those moneys were borrowed on or before the date of the
relevant balance sheet and repayment of those moneys has not been
covered by a hedging agreement, at the more favourable to the
Company of:
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(a) the rate of exchange used for the conversion of that currency
in the relevant balance sheet, or
(b) the middle-market rate of exchange quoted by [a London [or
Scottish] clearing bank selected by the board] [SPECIFY BANK]
at the close of business in London on the business day
immediately preceding the day on which the calculation falls
to be made; or
(iii) if those moneys were borrowed after the date of the relevant
balance sheet and repayment of those moneys has not been covered
by a hedging agreement, at the more favourable to the Company of:
(a) the middle-market rate of exchange quoted by [a London [or
Scottish] clearing bank selected by the board] [SPECIFY BANK]
at the close of business in London on the date of the
relevant balance sheet, or
(b) the middle-market rate of exchange quoted by [a London [or
Scottish] clearing bank selected by the board] [SPECIFY BANK]
at the close of business in London on the business day
immediately preceding the day on which the calculation falls
to be made.
(E) When calculating moneys borrowed for the purposes of this article, where
a group undertaking has issued and paid-up equity share capital that is
not owned, directly or indirectly, by a group undertaking ("EXTERNAL
CAPITAL"):
(a) the relevant percentage of any borrowings from that group
undertaking by another group undertaking may not be excluded
pursuant to paragraph (C)(iv)(g);
(b) the relevant percentage of any borrowings made by that group
undertaking that constitute moneys borrowed for the purposes of
this article shall be deducted; and
(c) the relevant percentage of any items falling within
clause (C)(iv)(j) beneficially owned, directly or indirectly, by
that group undertaking may not be deducted,
and for the purpose of this paragraph "RELEVANT PERCENTAGE" means a
percentage equal to the percentage that the external capital forms of the
whole of the issued and paid-up equity share capital of that group
undertaking.
(F) A report of the auditors as to the amount of the adjusted capital and
reserves or the aggregate amount of moneys borrowed for the purposes of
this article is conclusive and binding on all concerned. Nevertheless
the board may at any time act in reliance on a bona fide estimate of the
amount of the adjusted capital and reserves or the aggregate amount of
moneys borrowed. If in consequence the limit on moneys borrowed set out
in this article is inadvertently exceeded, the amount of moneys borrowed
equal to the excess may be disregarded for 90 days after the date on
which by reason of a determination of the auditors or otherwise the board
becomes aware that this situation has or may have arisen.
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(G) No debt incurred or security given in respect of moneys borrowed in
excess of the limit imposed by this article is invalid or ineffectual
except where express notice that the limit has been or will be exceeded
has been given to the lender or recipient of the security at the time
when the debt is incurred or security given. No lender or other person
dealing with the Company is concerned to see or enquire whether the limit
is observed.
103. REGISTER OF CHARGES
The Company shall keep a register of charges in accordance with the Acts
and the fee to be paid by a person other than a creditor or member for
each inspection of the register of charges is the maximum sum prescribed
by the Acts or, failing which, decided by the board.
104. DIRECTORS' INTERESTS
(A) Subject to the Acts and provided he has disclosed to the board the nature
and extent of any material interest of his, a director, notwithstanding
his office:
(i) may enter into or otherwise be interested in a contract,
arrangement, transaction or proposal with the Company or in which
the Company is otherwise interested either in connection with his
tenure of an office or place of profit or as seller, buyer or
otherwise;
(ii) may hold another office or place of profit with the Company
(except that of auditor or auditor 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 that case on such terms as to remuneration and otherwise as the
board may decide either in addition to or instead of remuneration
provided for by another article;
(iii) may be a director or other officer of, or employed by, or a party
to a contract, transaction, arrangement or proposal with or
otherwise interested in, a company promoted by the Company or in
which the Company is otherwise interested or as regards which the
Company has a power of appointment; and
(iv) is not liable to account to the Company for a profit, remuneration
or other benefit realised by such contract, arrangement,
transaction, proposal, office or employment and no such contract,
arrangement, transaction or proposal is avoided on the grounds of
any such interest or benefit.
(B) A director who, to his knowledge, is in any way (directly or indirectly)
interested in a contract, arrangement, transaction or proposal with the
Company shall declare the nature of his interest at the meeting of the
board at which the question of entering into the contract, arrangement,
transaction or proposal is first considered, if he knows his interest
then exists or, in any other case, at the first meeting of the board
after he knows that he is or has become interested. For the purposes of
this article:
(i) a general notice given to the board by a director that he is to be
regarded as having an interest (of the nature and extent specified
in the notice) in a contract, transaction, arrangement or proposal
in which a specified person or class of
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persons is interested is a sufficient disclosure under this article
in relation to that contract, transaction, arrangement or proposal;
and
(ii) an interest of which a director has no knowledge and of which it
is unreasonable to expect him to have knowledge is not treated as
his interest.
(C) A director may not vote on or be counted in the quorum in relation to a
resolution of the board or of a committee of the board concerning a
contract, arrangement, transaction or proposal to which the Company is or
is to be a party and in which he has an interest which is, to his
knowledge, a material interest (otherwise than by virtue of his interest
in shares or debentures or other securities of or otherwise in or through
the Company), but this prohibition does not apply to a resolution
concerning any of the following matters:
(i) the giving of a guarantee, security or indemnity in respect of
money lent or obligations incurred by him or any other person at
the request of or for the benefit of the Company or any of its
subsidiary undertakings;
(ii) the giving of a 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, either alone or jointly with others, under a
guarantee or indemnity or by the giving of security;
(iii) a contract, arrangement, transaction or proposal concerning an
offer of shares, debentures or other securities of the Company or
any of its subsidiary undertakings for subscription or purchase,
in which offer he is or may be entitled to participate as a holder
of securities or in the underwriting or sub-underwriting of which
he is to participate;
(iv) a contract, arrangement, transaction or proposal to which the
Company is or is to be a party concerning another company
(including a subsidiary undertaking of the Company) in which he is
interested (directly or indirectly) whether as an officer,
shareholder, creditor or otherwise (a "RELEVANT COMPANY"), if he
does not to his knowledge hold an interest in shares (as that term
is used in sections 198 to 211 of the Act) representing one per
cent. or more of either any class of the equity share capital of
or the voting rights in the relevant company;
(v) a contract, arrangement, transaction or proposal for the benefit
of the employees of the Company or any of its subsidiary
undertakings (including any pension fund or retirement, death or
disability scheme) which does not award him a privilege or benefit
not generally awarded to the employees to whom it relates; and
(vi) a contract, arrangement, transaction or proposal concerning the
purchase or maintenance of any insurance policy for the benefit of
directors or for the benefit of persons including directors.
(D) A director may not vote on or be counted in the quorum in relation to a
resolution of the board or committee of the board concerning his own
appointment (including, without limitation, fixing or varying the terms
of his appointment or its termination) as the holder of an office or
place of profit with the Company or any company in which the Company
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is interested. Where proposals are under consideration concerning the
appointment (including, without limitation, fixing or varying the terms of
appointment or its termination) of two or more directors to offices or
places of profit with the Company or a company in which the Company is
interested, such proposals shall be divided and a separate resolution
considered in relation to each director. In that case each of the
directors concerned (if not otherwise debarred from voting under this
article) is entitled to vote (and be counted in the quorum) in respect of
each resolution except that concerning his own appointment.
(E) If a question arises at a meeting as to the materiality of a director's
interest (other than the interest of the chairman of the meeting) or as
to the entitlement of a director (other than the chairman) to vote or be
counted in a quorum and the question is not resolved by his voluntarily
agreeing to abstain from voting or being counted in the quorum, the
question shall be referred to the chairman and his ruling in relation to
the director concerned is conclusive and binding on all concerned.
(F) If a question arises at a meeting as to the materiality of the interest
of the chairman of the meeting or as to the entitlement of the chairman
to vote or be counted in a quorum and the question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the
quorum, the question shall be decided by resolution of the directors or
committee members present at the meeting (excluding the chairman) whose
majority vote is conclusive and binding on all concerned.
(G) For the purposes of this article, the interest of a person who is for the
purposes of the Acts connected with (within the meaning of section 346 of
the Act) a director is treated as the interest of the director and, in
relation to an alternate director, the interest of his appointor is
treated as the interest of the alternate director in addition to an
interest which the alternate director otherwise has. This article
applies to an alternate director as if he were a director otherwise
appointed.
(H) Subject to the Acts, the Company may by ordinary resolution suspend or
relax the provisions of this article to any extent or ratify any
contract, arrangement, transaction or proposal not properly authorised by
reason of a contravention of this article.
PROCEEDINGS OF DIRECTORS AND COMMITTEES
105. BOARD MEETINGS
Subject to the articles, the board may meet for the despatch of business,
adjourn and otherwise regulate its proceedings as it thinks fit.
106. NOTICE OF BOARD MEETINGS
A director may, and the secretary at the request of a director shall,
summon a board meeting at any time. Notice of a board meeting is deemed
to be duly given to a director if it is given to him personally or by
word of mouth or by electronic communication to an address given by him
to the Company for that purpose or sent in writing to him at his
last-known address or another address given by him to the Company for
that purpose. A director may waive the requirement that notice be given
to him of a board meeting, either prospectively or retrospectively. A
director absent or intending to be absent from the
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United Kingdom may request that notices of board meetings during his
absence be sent in writing to him or by electronic communication to an
address given by him to the Company for that purpose. If no request is
made it is not necessary to give notice of a board meeting to a director
who is absent from the United Kingdom.
107. QUORUM
The quorum necessary for the transaction of business may be decided by
the board and until otherwise decided is two directors present in person
or by alternate director. A duly convened meeting of the board at which
a quorum is present is competent to exercise all or any of the
authorities, powers and discretions vested in or exercisable by the
board.
108. CHAIRMAN OF BOARD
The board may appoint one of its body as chairman to preside at every
board meeting at which he is present and one or more deputy chairman or
chairmen and decide the period for which he is or they are to hold office
(and may at any time remove him or them from office). If no chairman or
deputy chairman is elected, or if at a meeting neither the chairman nor a
deputy chairman is present within five minutes of the time fixed for the
start of the meeting, the directors and alternate directors (in the
absence of their appointors) present shall choose one of their number to
be chairman. If two or more deputy chairmen are present, the senior of
them shall act as chairman, seniority being determined by length of
office since their last appointment or reappointment or deemed
reappointment. As between two or more who have held office for an equal
length of time, the deputy chairman to act as chairman shall be decided
by those directors and alternate directors (in the absence of their
appointors) present. A chairman or deputy chairman may hold executive
office or employment with the Company.
109. VOTING
Questions arising at a meeting of the board are determined by a majority
of votes. In case of an equality of votes the chairman has a second or
casting vote.
110. PARTICIPATION BY TELEPHONE
A director or his alternate director may participate in a meeting of the
board or a committee of the board through the medium of conference
telephone, video teleconference or similar form of communication
equipment if all persons participating in the meeting are able to hear
and speak to each other throughout the meeting. A person participating
in this way is deemed to be present in person at the meeting and is
counted in a quorum and entitled to vote. Subject to the Acts, all
business transacted in this way by the board or a committee of the board
is for the purposes of the articles deemed to be validly and effectively
transacted at a meeting of the board or a committee of the board although
fewer than two directors or alternate directors are physically present at
the same place. The meeting is 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.
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111. RESOLUTION IN WRITING
A resolution in writing executed by all directors for the time being
entitled to receive notice of a board meeting and not being less than a
quorum or by all members of a committee of the board is as valid and
effective for all purposes as a resolution passed at a meeting of the
board (or committee, as the case may be). The resolution in writing may
consist of several documents in the same form each executed by one or
more of the directors or members of the relevant committee. The
resolution in writing need not be signed by an alternate director if it
is signed by his appointor and a resolution signed by an alternate
director need not be signed by his appointor.
112. PROCEEDINGS OF COMMITTEES
(A) Proceedings of any committee of the board consisting of two or more
members shall be conducted in accordance with terms prescribed by the
board (if any). Subject to those terms paragraph (B) of this and
article, proceedings shall be conducted in accordance with applicable
provisions of the articles regulating the proceedings of the board.
(B) Where the board resolves to delegate any of its powers, authorities and
discretions to a committee and that resolution states that the committee
shall consist of any one or more unnamed directors, it is not necessary
to give notice of a meeting of that committee to directors other than the
director or directors who form the committee.
113. MINUTES OF PROCEEDINGS
(A) The board shall cause minutes to be made in books kept for the purpose
of:
(i) all appointments of officers and committees made by the board and
of any remuneration fixed by the board; and
(ii) the names of directors present at every meeting of the board,
committees of the board, the Company or the holders of a class of
shares or debentures, and all orders, resolutions and proceedings
of such meetings.
(B) If purporting to be signed by the chairman of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting,
minutes are receivable as prima facie evidence of the matters stated in
them.
114. VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE
All acts done by a meeting of the board, or of a committee of the board,
or by a person acting as a director, alternate director or member of a
committee are, notwithstanding that it is afterwards discovered that
there was a defect in the appointment of a person or persons acting, or
that they or any of them were or was disqualified from holding office or
not entitled to vote, or had in any way vacated their or his office, as
valid as if every such person had been duly appointed, and was duly
qualified and had continued to be a director, alternate director or
member of a committee and entitled to vote.
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SECRETARY AND AUTHENTICATION OF DOCUMENTS
115. SECRETARY
(A) Subject to the Acts, the board shall appoint a secretary or joint
secretaries and may appoint one or more persons to be an assistant or
deputy secretary on such terms and conditions (including, without
limitation, remuneration) as it thinks fit. The board may remove a
person appointed pursuant to this article from office and appoint another
or others in his place.
(B) Any provision of the Acts or of the articles requiring or authorising a
thing to be done by or to a director and the secretary is not satisfied
by its being done by or to the same person acting both as director and
as, or in the place of, the secretary.
116. AUTHENTICATION OF DOCUMENTS
A director or the secretary or another person appointed by the board for
the purpose may authenticate documents affecting the constitution of the
Company (including, without limitation, the memorandum of association and
the articles) and resolutions passed by the Company or holders of a class
of shares or the board or a committee of the board and books, records,
documents and accounts relating to the business of the Company, and to
certify copies or extracts as true copies or extracts.
SEALS
117. SAFE CUSTODY
The board shall provide for the safe custody of every seal.
118. APPLICATION OF SEALS
A seal may be used only by the authority of a resolution of the board or
of a committee of the board. The board may decide who will sign an
instrument to which a seal is affixed (or, in the case of a share
certificate, on which the seal may be printed) either generally or in
relation to a particular instrument or type of instrument. The board may
also decide, either generally or in a particular case, that a signature
may be dispensed with or affixed by mechanical means. Unless otherwise
decided by the board:
(i) share certificates and certificates issued in respect of
debentures or other securities (subject to the provisions of the
relevant instrument) need not be signed or, if signed, a signature
may be applied by mechanical or other means or may be printed; and
(ii) every other instrument to which a seal is affixed shall be signed
by one director and by the secretary or a second director.
119. OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Acts with regard to
having an official seal for use abroad, and those powers shall be vested
in the board.
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DIVIDENDS AND OTHER PAYMENTS
120. DECLARATION OF DIVIDENDS
Subject to the Acts and the articles, the Company may by ordinary
resolution declare a dividend to be paid to the members according to
their respective rights and interests, but no dividend may exceed the
amount recommended by the board.
121. INTERIM DIVIDENDS
Subject to the Acts, the board may declare and pay such interim dividends
(including, without limitation, a dividend payable at a fixed rate) as
appear to it to be justified by the profits of the Company available for
distribution. If the share capital is divided into different classes,
the board may pay interim dividends on shares which rank after shares
conferring preferred rights with regard to dividend as well as on shares
with preferred rights, unless at the time of payment a preferential
dividend is in arrear. If the board acts in good faith, it does not
incur any liability to the holders of shares conferring preferred rights
for a loss they may suffer by the lawful payment of an interim dividend
on shares ranking after those with preferred rights.
122. ENTITLEMENT TO DIVIDENDS
(A) Except as otherwise provided by the rights attached to, or the terms of
issue of shares:
(i) a dividend shall be declared and paid according to the amounts
paid up on the shares in respect of which the dividend is declared
and paid, but no amount paid up on a share in advance of a call
may be treated for the purpose of this article as paid up on the
share; and
(ii) dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of
the period in respect of which the dividend is paid.
(B) Except as otherwise provided by the rights attached to shares, dividends
may be declared or paid in any currency. The board may agree with any
member that dividends which may at any time or from time to time be
declared or become due on his shares in one currency shall be paid or
satisfied in another, and may agree the basis of conversion to be applied
and how and when the amount to be paid in the other currency shall be
calculated and paid and for the Company or any other person to bear any
costs involved.
123. METHOD OF PAYMENT
(A) The Company may pay any dividend, interest or other amount payable in
respect of a share:
(i) in cash;
(ii) by cheque, warrant or money order made payable to or to the order
of the person entitled to the payment (and may, at the Company's
option, be crossed "account payee" where appropriate);
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(iii) by a bank or other funds transfer system to an account designated
in writing by the person entitled to the payment;
(iv) if the board so decides, by means of a relevant system in respect
of an uncertificated share, subject to any procedures established
by the board to enable a holder of uncertificated shares to elect
not to receive dividends by means of a relevant system and to vary
or revoke any such election; or
(v) by such other method as the person entitled to the payment may in
writing direct.
(B) The Company may send a cheque, warrant or money order by post:
(i) in the case of a sole holder, to his registered address;
(ii) in the case of joint holders, to the registered address of the
person whose name stands first in the register;
(iii) in the case of a person or persons entitled by transmission to a
share, as if it were a notice given in accordance with article
139; or
(iv) in any case, to a person and address that the person or persons
entitled to the payment may in writing direct.
(C) Where a share is held jointly or two or more persons are jointly entitled
by transmission to a share:
(i) the Company may pay any dividend, interest or other amount payable
in respect of that share to any one joint holder, or any one
person entitled by transmission to the share, and in either case
that holder or person may give an effective receipt for the
payment; and
(ii) for any of the purposes of this article 123, the Company may rely
in relation to a share on the written direction or designation of
any one joint holder of the share, or any one person entitled by
transmission to the share.
(D) Every cheque, warrant or money order sent by post is sent at the risk of
the person entitled to the payment. If payment is made by bank or other
funds transfer, by means of a relevant system or by another method at the
direction of the person entitled to payment, the Company is not
responsible for amounts lost or delayed in the course of making that
payment.
(E) Without prejudice to article 69, the board may withhold payment of a
dividend (or part of a dividend) payable to a person entitled by
transmission to a share until he has provided any evidence of his right
that the board may reasonably require.
124. DIVIDENDS NOT TO BEAR INTEREST
No dividend or other amount payable by the Company in respect of a share
bears interest as against the Company unless otherwise provided by the
rights attached to the share.
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125. CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS ETC.
The board may deduct from a dividend or other amounts payable to a person
in respect of a share amounts due from him to the Company on account of a
call or otherwise in relation to a share.
126. UNCLAIMED DIVIDENDS ETC.
Any unclaimed dividend, interest or other amount payable by the Company
in respect of a share may be invested or otherwise made use of by the
board for the benefit of the Company until claimed. A dividend unclaimed
for a period of 12 years from the date it was declared or became due for
payment is forfeited and ceases to remain owing by the Company. The
payment of an unclaimed dividend, interest or other amount payable by the
Company in respect of a share into a separate account does not constitute
the Company a trustee in respect of it.
127. UNCASHED DIVIDENDS
If, in respect of a dividend or other amount payable in respect of a
share, on any one occasion:
(i) a cheque, warrant or money order is returned undelivered or left
uncashed, or
(ii) a transfer made by a bank or other funds transfer system is not
accepted,
and reasonable enquiries have failed to establish another address or
account of the person entitled to the payment, the Company is not obliged
to send or transfer a dividend or other amount payable in respect of that
share to that person until he notifies the Company of an address or
account to be used for that purpose. If the cheque, warrant or money
order is returned undelivered or left uncashed or transfer not accepted
on two consecutive occasions, the Company may exercise this power without
making any such enquiries.
128. PAYMENT OF DIVIDENDS IN SPECIE
Without prejudice to article 69, the board may, with the prior authority
of an ordinary resolution of the Company, direct that payment of a
dividend may be satisfied wholly or in part by the distribution of
specific assets and in particular of paid-up shares or debentures of
another company. Where a difficulty arises in connection with the
distribution, the board may settle it as it thinks fit and in particular,
without limitation, may:
(i) issue fractional certificates (or ignore fractions);
(ii) fix the value for distribution of the specific assets (or any part
of them);
(iii) decide that a cash payment be made to a member on the basis of the
value so fixed, in order to secure equality of distribution; and
(iv) vest assets in trustees on trust for the persons entitled to the
dividend as seems expedient to the board.
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129. PAYMENT OF SCRIP DIVIDENDS
(A) Subject to the Acts, but without prejudice to article 69, the board may,
with the prior authority of an ordinary resolution of the Company, allot
to those holders of a particular class of shares who have elected to
receive them further shares of that class or ordinary shares in either
case credited as fully paid ("NEW SHARES") instead of cash in respect of
all or part of a dividend or dividends specified by the resolution,
subject to any exclusions, restrictions or other arrangements the board
may in its absolute discretion deem necessary or expedient to deal with
legal or practical problems under the laws of, or the requirements of a
recognised regulatory body or a stock exchange in, any territory.
(B) Where a resolution under article 129(A) is to be proposed at a general
meeting and the resolution relates in whole or in part to a dividend to
be declared at that meeting, then the resolution declaring the dividend
is deemed to take effect at the end of that meeting.
(C) A resolution under article 129(A) may relate to a particular dividend or
to all or any dividends declared or paid within a specified period, but
that period may not end later than the beginning of the fifth annual
general meeting following the date of the meeting at which the resolution
is passed.
(D) The board shall determine the basis of allotment of new shares so that,
as nearly as may be considered convenient without involving rounding up
of fractions, the value of the new shares (including a fractional
entitlement) to be allotted (calculated by reference to the average
quotation, or the nominal value of the new shares, if greater) equals
(disregarding an associated tax credit) the amount of the dividend which
would otherwise have been received by the holder (the "RELEVANT
DIVIDEND"). For this purpose the "AVERAGE QUOTATION" of each of the new
shares is the average of the middle-market quotations for a fully-paid
share of the Company of that class derived from the Daily Official List
of the London Stock Exchange (or such other average value derived from
such other source as the board may deem appropriate) for the business day
on which the relevant class of shares is first quoted "ex" the relevant
dividend (or such other date as the board may deem appropriate) and the
four subsequent business days or shall be as determined by or in
accordance with the resolution under article 129(A). A certificate or
report by the auditors as to the value of the new shares to be allotted
in respect of any dividend shall be conclusive evidence of that amount.
(E) The board may make any provision it considers appropriate in relation to
an allotment made or to be made pursuant to this article (whether before
or after the passing of the resolution under article 129(A)), including,
without limitation:
(i) the giving of notice to holders of the right of election offered
to them;
(ii) the provision of forms of election (whether in respect of a
particular dividend or dividends generally);
(iii) determination of the procedure for making and revoking elections;
(iv) the place at which, and the latest time by which, forms of
election and other relevant documents must be lodged in order to
be effective; and
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(v) the disregarding or rounding up or down or carrying forward of
fractional entitlements, in whole or in part, or the accrual of
the benefit of fractional entitlements to the Company (rather than
to the holders concerned).
(F) The dividend (or that part of the dividend in respect of which a right of
election has been offered) is not declared or payable on shares in
respect of which an election has been duly made (the "ELECTED SHARES");
instead new shares are allotted to the holders of the elected shares on
the basis of allotment calculated as in paragraph (D). For that purpose,
the board may resolve to capitalise out of amounts standing to the credit
of reserves (including a share premium account, capital redemption
reserve and profit and loss account), whether or not available for
distribution, a sum equal to the aggregate nominal amount of the new
shares to be allotted and apply it in paying up in full the appropriate
number of new shares for allotment and distribution to the holders of the
elected shares. A resolution of the board capitalising part of the
reserves has the same effect as if the board had resolved to effect the
capitalisation with the authority of an ordinary resolution of the
Company pursuant to article 130. In relation to the capitalisation the
board may exercise all the powers conferred on it by article 130 without
an ordinary resolution of the Company.
(G) The new shares rank pari passu in all respects with each other and with
the fully-paid shares of the same class in issue on the record date for
the dividend in respect of which the right of election has been offered,
but they will not rank for a dividend or other distribution or
entitlement which has been declared or paid by reference to that record
date.
(H) In relation to any particular proposed dividend, the board may in its
absolute discretion decide:
(i) that shareholders shall not be entitled to make any election in
respect thereof and that any election previously made shall not
extend to such dividend; or
(ii) at any time prior to the allotment of the new shares which would
otherwise be allotted in lieu thereof, that all elections to take
ordinary shares in lieu of such dividend shall be treated as not
applying to that dividend, and if so the dividend shall be paid in
cash as if no elections had been made in respect of it.
130. CAPITALISATION OF PROFITS
Subject to the Acts, the board may, with the authority of an ordinary
resolution of the Company:
(i) resolve to capitalise an amount standing to the credit of reserves
(including a share premium account, capital redemption reserve and
profit and loss account), whether or not available for
distribution;
(ii) appropriate the sum resolved to be capitalised to the members in
proportion to the nominal amount of ordinary shares (whether or
not fully paid) held by them respectively and apply that sum on
their behalf in or towards:
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(a) paying up the amounts (if any) for the time being unpaid on
shares held by them respectively, or
(b) paying up in full unissued shares or debentures of a nominal
amount equal to that sum,
and allot the shares or debentures, credited as fully paid, to the
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 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 members
credited as fully paid;
(iii) make any arrangements it thinks fit to resolve a difficulty
arising in the distribution of a capitalised reserve and in
particular, without limitation, where shares or debentures become
distributable in fractions the board may deal with the fractions
as it thinks fit, including issuing fractional certificates,
disregarding fractions or selling shares or debentures
representing the fractions to a person for the best price
reasonably obtainable and distributing the net proceeds of the
sale in due proportion amongst the members (except that if the
amount due to a member is less than {pound-sterling}3, or such
other sum as the board may decide, the sum may be retained for the
benefit of the Company);
(iv) authorise a person to enter (on behalf of all the members
concerned) an agreement with the Company providing for either:
(a) the allotment to the members respectively, credited as fully
paid, of shares or debentures to which they may be entitled
on the capitalisation, or
(b) the payment by the Company on behalf of the members (by the
application of their respective proportions of the reserves
resolved to be capitalised) of the amounts or part of the
amounts remaining unpaid on their existing shares,
an agreement made under the authority being effective and binding
on all those members; and
(v) generally do all acts and things required to give effect to the
resolution.
131. RECORD DATES
Notwithstanding any other provision of the articles, but subject to the
Acts and rights attached to shares, the Company or the board may fix any
date as the record date for a dividend, distribution, allotment or issue.
The record date may be on or at any time before or after a date on which
the dividend, distribution, allotment or issue is declared, made or paid.
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ACCOUNTS
132. KEEPING AND INSPECTION OF ACCOUNTS
(A) The board shall ensure that accounting records are kept in accordance
with the Acts.
(B) The accounting records shall be kept at the office or, subject to the
Acts, at another place decided by the board and shall be available during
business hours for the inspection of the directors and other officers.
No member (other than a director or other officer) has the right to
inspect an accounting record or other document except if that right is
conferred by the Acts or he is authorised by the board or by an ordinary
resolution of the Company.
133. ACCOUNTS TO BE SENT TO MEMBERS ETC.
(A) In respect of each financial year, a copy of the Company's annual
accounts, directors' report and auditors' report on those accounts shall
be sent by post or delivered to:
(i) every member (whether or not entitled to receive notices of
general meetings),
(ii) every holder of debentures (whether or not entitled to receive
notices of general meetings), and
(iii) every other person who is entitled to receive notices of general
meetings,
not less than 21 clear days before the date of the meeting at which
copies of those documents are to be laid in accordance with the Acts.
This article does not require copies of the documents to which it applies
to be sent or delivered to:
(a) a member or holder of debentures of whose address the Company is
unaware, or
(b) more than one of the joint holders of shares or debentures.
(B) The board may determine that persons entitled to receive a copy of the
Company's annual accounts, the directors' report and the auditors' report
on those accounts are those persons entered on the register at the close
of business on a day determined by the board, provided that, if the
Company is a participating issuer, the day determined by the board may
not be more than 21 days before the day that the relevant copies are
being sent.
(C) Where permitted by the Acts, a summary financial statement derived from
the Company's annual accounts and the directors' report and auditors'
report in the form and containing the information prescribed by the Acts
may be sent or delivered to a person in place of the documents required
to be sent or delivered by article 133(A).
(D) Any documents required or permitted to be sent by the Company to a person
pursuant to this article 133 shall be treated as sent if:
(i) sent by electronic communication to an address for the time being
notified to the Company by that person for that purpose; or
(ii) published on a web-site, provided that the following conditions
are met:
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(a) the Company and that person have agreed that such documents
may be accessed by him on a web-site (instead of their being
sent by post or otherwise delivered to him);
(b) that person is notified, in a manner for the time being
agreed for the purpose between him and the Company, of:
(i) the publication of the documents on a web-site;
(ii) the address of that web-site;
(iii) the place on that web-site where the documents may be accessed; and
(iv) how they may be accessed.
(E) Documents treated in accordance with sub-paragraph (D)(ii) above as sent
to any person are to be treated as sent to him not less than 21 clear
days before the date of a meeting if, and only if:
(i) the documents are published on the web-site throughout a period
beginning at least 21 clear days before the date of the meeting
and ending with the conclusion of the meeting; and
(ii) the notification given for the purposes of sub-paragraph
(D)(ii)(b) above is given not less than 21 clear days before the
date of the meeting.
(F) Nothing in paragraph (E) above shall invalidate the proceedings of a
meeting where any documents that are required to be published as
mentioned in sub-paragraph (E)(i) above are by accident published in
different places on the web-site or published for a part, but not all, of
the period mentioned in that sub-paragraph.
NOTICES
134. NOTICES TO BE IN WRITING IN ELECTRONIC COMMUNICATION
A notice to be given to or by a person pursuant to the articles (other
than a notice convening a meeting of the board or of a committee of the
board) shall be in writing or in an electronic communication to an
address for the time being notified for that purpose to the person giving
the notice.
135. SERVICE OF NOTICES AND OTHER DOCUMENTS ON MEMBERS
(A) A notice or other document may be given to a member by the Company:
(i) personally; or
(ii) by sending it by post in a pre-paid envelope addressed to the
member at his registered address; or
(iii) by leaving it at that address (or at another address notified for
the purpose) in an envelope addressed to the member; or
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(iv) by giving it by electronic communication to an address for the
time being notified to the Company by the member for that purpose;
or
(v) by any other means authorised in writing by the member concerned.
(B) A notice of general meeting may, instead of being sent to the member in
any of the ways specified in paragraph (A) above, be given to a member by
the Company by publishing the notice on a web-site, provided that the
following conditions are met:
(i) the member and the Company have agreed that notices of general
meetings may be accessed by him on a web-site instead of being
sent to the member in one of the ways specified in paragraph (A)
above; and
(ii) the member is given a notification, in the manner agreed for the
time being between the member and the Company, containing the
following information:
(a) the fact that the notice has been published on the web-site;
(b) the address of the web-site;
(c) the place on the web-site where the notice may be accessed
and how it may be accessed;
(d) a statement that it concerns a notice of general meeting
served in accordance with the Act;
(e) the place, date and time of the general meeting; and
(f) whether the general meeting is to be an annual or
extraordinary general meeting.
A notice given under this paragraph (B) is deemed to be given at the time
of the notification under sub-paragraph (B)(ii).
(C) In the case of joint holders of a share, a notice or other document shall
be given to whichever of them is named first in the register in respect
of the joint holding and notice given in this way is sufficient notice to
all joint holders.
(D) If a member (or, in the case of joint holders, the person first named in
the register) has a registered address outside the United Kingdom but has
notified the Company of an address in the United Kingdom at which notices
or other documents may be given to him, or an address to which notices
may be given by electronic communication, he is entitled to have notices
given to him at that address, but otherwise no such member or person is
entitled to receive a notice or other document from the Company.
136. NOTICE BY ADVERTISEMENT
If by reason of the suspension or curtailment of postal services in the
United Kingdom the Company is unable effectively to convene a general
meeting by notices sent by post, the board may, in its absolute
discretion and as an alternative to any other method of service permitted
by the articles, resolve to convene a general meeting by a notice
advertised in at least one United Kingdom national newspaper. In this
case the Company
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shall send confirmatory copies of the notice by post if at least seven
clear days before the meeting the posting of notices to addresses
throughout the United Kingdom again becomes practicable.
137. EVIDENCE OF SERVICE
(A) A notice or other document addressed to a member at his registered
address or address for service in the United Kingdom is, if sent by post,
deemed to be given at the expiration of 24 hours after it was put in the
post if pre-paid as first class post and at the expiration of 48 hours
after it was put in the post if pre-paid as second class post, and in
proving service it is sufficient to prove that the envelope containing
the notice or document was properly addressed, pre-paid and posted.
(B) Proof that a notice contained in an electronic communication was sent in
accordance with guidance issued by the Institute of Chartered Secretaries
and Administrators shall be conclusive evidence that the notice was
given.
(C) A notice contained in an electronic communication sent in accordance with
the articles other than a notice given under article 135(B) (to which the
provisions of that article apply) is deemed to be given at the expiration
of 48 hours after the time it was sent.
(D) A notice or document not sent by post but left at a registered address or
address for service in the United Kingdom is deemed to be given on the
day it is left.
(E) Where notice is given by newspaper advertisement, the notice is deemed to
be given to all members and other persons entitled to receive it at noon
on the day when the advertisement appears or, where notice is given by
more than one advertisement and the advertisements appear on different
days, at noon on the last of the days when the advertisements appear.
(F) A notice or other document served or delivered by the Company by any
other means authorised in writing by the member concerned is deemed to be
served when the Company has taken the action it has been authorised to
take for that purpose.
(G) A member present in person or by proxy at a meeting or of the holders of
a class of shares is deemed to have received due notice of the meeting
and, where required, of the purposes for which it was called.
138. NOTICE BINDING ON TRANSFEREES ETC.
A person who becomes entitled to a share by transmission, transfer or
otherwise is bound by a 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 properly served on a person
from whom he derives his title.
139. NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION
Where a person is entitled by transmission to a share, the Company may
give a notice or other document to that person as if he were the holder
of a share by addressing it to him by name or by the title of
representative of the deceased or trustee of the bankrupt member (or by
similar designation) at an address in the United Kingdom supplied for
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that purpose by the person claiming to be entitled by transmission.
Until an address has been supplied, a notice or other document may be
given in any manner in which it might have been given if the death or
bankruptcy or other event had not occurred. The giving of notice in
accordance with this article is sufficient notice to any other person
interested in the share.
MISCELLANEOUS
140. DESTRUCTION OF DOCUMENTS
(A) The Company may destroy:
(i) a share certificate which has been cancelled at any time after one
year from the date of cancellation;
(ii) a mandate for the payment of dividends or other amounts or a
variation or cancellation of a mandate or a notification of change
of name or address at any time after two years from the date the
mandate, variation, cancellation or notification was recorded by
the Company;
(iii) an instrument of transfer of shares (including a document
constituting the renunciation of an allotment of shares) which has
been registered at any time after six years from the date of
registration; and
(iv) any other document on the basis of which any entry in the register
is made at any time after six years from the date an entry in the
register was first made in respect of it.
(B) It is presumed conclusively in favour of the Company that every share
certificate destroyed was a valid certificate validly cancelled, that
every instrument of transfer destroyed was a valid and effective
instrument duly and properly registered and that every other document
destroyed was a valid and effective document in accordance with the
recorded particulars in the books or records of the Company, but:
(i) the provisions of this article apply only to the destruction of a
document in good faith and without express notice to the Company
that the preservation of the document is relevant to a claim;
(ii) nothing contained in this article imposes on the Company liability
in respect of the destruction of a document earlier than provided
for in this article or in any case where the conditions of this
article are not fulfilled; and
(iii) references in this article to the destruction of a document
include reference to its disposal in any manner.
141. WINDING UP
On a voluntary winding up of the company the liquidator may, on obtaining
any sanction required by law, divide among the members in kind the whole
or any part of the assets of the company, whether or not the assets
consist of property of one kind or of different kinds, and vest the whole
or any part of the assets in trustees upon such trusts for the
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benefit of the members as he, with the like sanction, shall determine.
For this purpose the liquidator may set the value he deems fair on a
class or classes of property, and may determine on the basis of that
valuation and in accordance with the then existing rights of members how
the division is to be carried out between members or classes of members.
The liquidator may not, however, distribute to a member without his
consent an asset to which there is attached a liability or potential
liability for the owner.
142. INDEMNITY OF OFFICERS AND POWER TO PURCHASE INSURANCE
(A) Subject to the Acts, but without prejudice to an indemnity to which he
may otherwise be entitled, every person who is or was a director,
alternate director or secretary of the Company shall be indemnified out
of the assets of the Company against all costs, charges, losses and
liabilities incurred by him in the proper execution of his duties or the
proper exercise of his powers, authorities and discretions including,
without limitation, a liability incurred:
(i) defending proceedings (whether civil or criminal) in which judgment
is given in his favour or in which he is acquitted, or which are
otherwise disposed of without a finding or admission of material
breach of duty on his part, or
(ii) in connection with any application in which relief is granted to
him by the court from liability for negligence, default, breach of
duty or breach of trust in relation to the affairs of the Company.
(B) Subject to the Acts, the board may exercise all the powers of the Company
to purchase and maintain insurance for the benefit of a person who is or
was:
(i) a director, alternate director, secretary or auditor of the
Company or of a company which is or was a subsidiary undertaking
of the Company or in which the Company has or had an interest
(whether direct or indirect); or
(ii) trustee of a retirement benefits scheme or other trust in which a
person referred to in article 142(B)(i) is or has been interested,
indemnifying him and keeping him indemnified against liability for
negligence, default, breach of duty or breach of trust or other liability
which may lawfully be insured against by the Company.
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____________________________________________________________________________
NAMES AND ADDRESSES OF SUBSCRIBERS
_____________________________________________________________________________
Authorised signatory
Clifford Chance Secretaries Limited
For and on behalf of
Clifford Chance Nominees Limited
200 Aldersgate Street
London EC1A 4JJ
For and on behalf of
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
____________________________________________________________________________
DATED this day of April 2003.
WITNESS to the above signatures:
DENISE WEST
200 Aldersgate Street
London EC1A 4JJ
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