SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
November 10, 2003
Hanson PLC
----------
(Translation of Registrant's Name into English)
1 Grosvenor Place, London SW1X 7JH, England
-------------------------------------------
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
EXHIBIT INDEX
Exhibit No. 1 Articles of Association of Hanson PLC, adopted by special
resolution on July 30, 2003.
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HANSON PLC
Dated: November 7, 2003 By: /s/ Graham Dransfield
----------------------------
Name: Graham Dransfield
Title: Legal Director
EXHIBIT NO. 1
COMPANY NO. 4626078
THE COMPANIES ACT 1985
PUBLIC COMPANY LIMITED
BY SHARES
--------------------------------
ARTICLES OF ASSOCIATION
OF
HANSON PLC
Adopted by Special Resolution
passed on July 30, 2003
--------------------------------
TABLE OF CONTENTS
PAGE
PRELIMINARY..........................................................................................2
1 DEFINITIONS...............................................................................2
2 EXCLUSION OF TABLE A......................................................................5
CAPITAL..............................................................................................5
3 CAPITAL...................................................................................5
4 ALLOTMENT.................................................................................5
5 SHARE WARRANTS TO BEARER..................................................................7
6 COMMISSIONS AND BROKERAGE.................................................................7
7 TRUSTS NOT RECOGNISED.....................................................................7
8 PURCHASE OF OWN SHARES....................................................................8
VARIATION OF CLASS RIGHTS............................................................................8
9 SANCTION..................................................................................8
10 CLASS MEETINGS............................................................................9
ALTERATION OF SHARE CAPITAL..........................................................................9
11 INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION....................................9
12 FRACTIONS................................................................................10
13 REDUCTION OF SHARE CAPITAL...............................................................11
CERTIFICATED SHARES.................................................................................11
14 RIGHT TO CERTIFICATES....................................................................11
15 REPLACEMENT CERTIFICATES.................................................................11
UNCERTIFICATED SHARES...............................................................................12
16 UNCERTIFICATED SHARES....................................................................12
LIEN ON SHARES......................................................................................14
17 COMPANY'S LIEN ON SHARES NOT FULLY PAID..................................................14
18 ENFORCEMENT OF LIEN BY SALE..............................................................14
19 APPLICATION OF SALE PROCEEDS.............................................................14
CALLS...............................................................................................15
20 CALLS....................................................................................15
21 LIABILITY OF JOINT HOLDERS...............................................................15
i
22 INTEREST.................................................................................15
23 DIFFERENTIATION..........................................................................15
24 PAYMENT IN ADVANCE OF CALLS..............................................................16
25 RESTRICTIONS IF CALLS UNPAID.............................................................16
26 SUMS DUE ON ALLOTMENT TREATED AS CALLS...................................................16
FORFEITURE..........................................................................................16
27 FORFEITURE AFTER NOTICE OF UNPAID CALL...................................................16
28 NOTICE AFTER FORFEITURE..................................................................17
29 CONSEQUENCES OF FORFEITURE...............................................................17
30 DISPOSAL OF FORFEITED SHARE..............................................................17
31 PROOF OF FORFEITURE......................................................................18
UNTRACED MEMBERS....................................................................................18
32 SALE OF SHARES...........................................................................18
33 APPLICATION OF SALE PROCEEDS.............................................................19
TRANSFER OF SHARES..................................................................................19
34 FORM OF TRANSFER.........................................................................19
35 REGISTRATION OF A CERTIFICATED SHARE TRANSFER............................................20
36 REGISTRATION OF AN UNCERTIFICATED SHARE TRANSFER.........................................21
37 RENUNCIATION OF ALLOTMENTS...............................................................21
38 NO FEE ON REGISTRATION...................................................................21
39 CLOSING OF REGISTER OF MEMBERS...........................................................21
TRANSMISSION OF SHARES..............................................................................21
40 ON DEATH.................................................................................21
41 ELECTION OF PERSON ENTITLED BY TRANSMISSION..............................................21
42 RIGHTS ON TRANSMISSION...................................................................22
FAILURE TO DISCLOSE INTERESTS IN SHARES.............................................................22
43 FAILURE TO DISCLOSE INTERESTS IN SHARES..................................................22
GENERAL MEETINGS....................................................................................25
44 ANNUAL AND EXTRAORDINARY GENERAL MEETINGS................................................25
ii
45 CONVENING OF EXTRAORDINARY GENERAL MEETINGS..............................................25
46 NOTICE OF GENERAL MEETINGS...............................................................25
47 QUORUM FOR GENERAL MEETING...............................................................26
48 PROCEDURE IF QUORUM NOT PRESENT..........................................................26
49 CHAIRMAN OF GENERAL MEETING..............................................................27
50 RIGHTS OF DIRECTORS AND OTHERS TO ATTEND MEETINGS........................................27
51 ACCOMMODATION OF MEMBERS AT MEETING......................................................27
52 SECURITY.................................................................................27
53 POWER TO ADJOURN.........................................................................27
54 NOTICE OF ADJOURNED MEETING..............................................................28
55 BUSINESS OF ADJOURNED MEETING............................................................28
VOTING..............................................................................................28
56 VOTING AT A GENERAL MEETING..............................................................28
57 POLL PROCEDURE...........................................................................29
58 VOTES OF MEMBERS.........................................................................29
59 CHAIRMAN'S CASTING VOTE..................................................................30
60 VOTING RESTRICTIONS ON AN OUTSTANDING CALL...............................................30
61 PROXY INSTRUMENT.........................................................................30
62 TERMINATION OF PROXY OR CORPORATE AUTHORITY..............................................33
63 CORPORATE REPRESENTATIVES................................................................33
64 AMENDMENT TO RESOLUTIONS.................................................................33
65 OBJECTION TO ERROR IN VOTING.............................................................34
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS....................................................34
66 NUMBER OF DIRECTORS......................................................................34
67 NO SHARE QUALIFICATION...................................................................34
68 COMPANY'S POWER TO APPOINT DIRECTORS.....................................................34
69 BOARD'S POWER TO APPOINT DIRECTORS.......................................................34
70 APPOINTMENT OF EXECUTIVE DIRECTORS.......................................................34
71 ELIGIBILITY OF NEW DIRECTORS.............................................................35
iii
72 ROTATIONAL RETIREMENT AT ANNUAL GENERAL MEETING..........................................35
73 POSITION OF RETIRING DIRECTOR............................................................36
74 NO AGE LIMIT.............................................................................36
75 REMOVAL BY ORDINARY RESOLUTION...........................................................36
76 VACATION OF DIRECTOR'S OFFICE............................................................37
ALTERNATE DIRECTORS.................................................................................37
77 APPOINTMENT..............................................................................37
78 RESPONSIBILITY...........................................................................38
79 PARTICIPATION AT BOARD MEETINGS..........................................................38
80 INTERESTS................................................................................38
81 TERMINATION OF APPOINTMENT...............................................................38
BOARD POWERS........................................................................................39
82 BOARD POWERS.............................................................................39
83 DIRECTORS BELOW THE MINIMUM NUMBER.......................................................39
84 DELEGATION TO EXECUTIVE DIRECTORS........................................................39
85 DELEGATION TO COMMITTEES.................................................................39
86 LOCAL MANAGEMENT.........................................................................40
87 DELEGATION TO AGENTS.....................................................................40
88 EXERCISE OF VOTING POWER.................................................................40
89 PROVISION FOR EMPLOYEES..................................................................41
90 OVERSEAS REGISTERS.......................................................................41
91 ASSOCIATE DIRECTORS......................................................................41
92 POWERS OF BORROWING AND MORTGAGING.......................................................41
DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS......................................................46
93 FEES.....................................................................................46
94 EXPENSES.................................................................................46
95 REMUNERATION OF EXECUTIVE DIRECTORS......................................................46
96 SPECIAL REMUNERATION.....................................................................46
97 PENSIONS AND OTHER BENEFITS..............................................................47
iv
DIRECTORS' PROCEEDINGS..............................................................................47
98 BOARD MEETINGS...........................................................................47
99 NOTICE OF BOARD MEETINGS.................................................................47
100 QUORUM...................................................................................47
101 TELEPHONE PARTICIPATION..................................................................48
102 BOARD CHAIRMAN...........................................................................48
103 VOTING...................................................................................48
104 WRITTEN RESOLUTIONS......................................................................48
105 COMMITTEE PROCEEDINGS....................................................................49
106 MINUTES..................................................................................49
107 VALIDITY OF PROCEEDINGS..................................................................49
INTERESTS OF DIRECTORS..............................................................................49
108 PERMITTED INTERESTS......................................................................49
109 DISCLOSURE OF INTERESTS TO BOARD.........................................................50
110 INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM......................................50
111 DIRECTOR'S INTEREST IN OWN APPOINTMENT...................................................51
112 CONCLUSIVE RULINGS ON DIRECTORS' INTERESTS...............................................51
113 CONNECTED PERSONS........................................................................52
114 SUSPENSION OR RELAXATION OF PROVISIONS CONCERNING DIRECTORS' INTERESTS...................52
SECRETARY...........................................................................................52
115 SECRETARY................................................................................52
SEALS AND DOCUMENT AUTHENTICATION...................................................................52
116 APPLICATION OF SEAL......................................................................52
117 OFFICIAL SEAL FOR USE ABROAD.............................................................53
118 DIRECTORS OR SECRETARY TO AUTHENTICATE OR CERTIFY........................................53
DIVIDENDS AND OTHER PAYMENTS........................................................................53
119 DECLARATION..............................................................................53
120 INTERIM DIVIDENDS........................................................................53
v
121 ENTITLEMENT TO DIVIDENDS.................................................................54
122 PAYMENT METHODS..........................................................................54
123 DEDUCTIONS...............................................................................55
124 INTEREST.................................................................................55
125 UNCLAIMED DIVIDENDS......................................................................55
126 UNCASHED DIVIDENDS.......................................................................56
127 DIVIDENDS IN KIND........................................................................56
128 SCRIP DIVIDENDS..........................................................................56
129 RESERVES.................................................................................58
130 CAPITALISATION OF PROFITS AND RESERVES...................................................58
RECORD DATES........................................................................................59
131 BOARD TO FIX DATE........................................................................59
ACCOUNTS............................................................................................60
132 ACCESS TO ACCOUNTING RECORDS.............................................................60
133 DISTRIBUTION OF ANNUAL ACCOUNTS..........................................................60
NOTICES.............................................................................................60
134 FORMS OF NOTICES.........................................................................60
135 SERVICE ON MEMBERS.......................................................................61
136 NOTICES BY ADVERTISEMENT.................................................................62
137 EVIDENCE OF GIVING NOTICE................................................................62
138 NOTICE BINDING ON TRANSFEREES............................................................63
139 NOTICE TO PERSONS ENTITLED BY TRANSMISSION...............................................63
DOCUMENT DESTRUCTION................................................................................63
140 DOCUMENT DESTRUCTION.....................................................................63
ELECTRONIC COMMUNICATION............................................................................64
141 ELECTRONIC COMMUNICATION.................................................................64
WINDING UP..........................................................................................65
142 DIVISION OF ASSETS.......................................................................65
INDEMNITY...........................................................................................66
vi
143 RIGHT TO INDEMNITY.......................................................................66
144 POWER TO INSURE..........................................................................66
vii
COMPANY NUMBER: 4626078
THE COMPANIES ACT 1985
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
HANSON PLC
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 2003)
PRELIMINARY
1 DEFINITIONS
1.1 In these Articles (unless the context requires otherwise) the
following words have the following meanings:
"ACT" means the Companies Act 1985;
"ARTICLES" means these articles of association as altered from time to time, and
the expression "THIS ARTICLE" shall be construed accordingly;
"AUDITED BALANCE SHEET" means the latest audited balance sheet of the Company
unless as at the date of such balance sheet there shall have been made up as at
such date and audited a consolidated balance sheet of the Company and its
subsidiary undertakings (within the meaning of section 258 of the Act) (with
such exceptions as may be permitted in the case of a consolidated balance sheet
prepared for the purposes of the Statutes) and in the latter event "THE AUDITED
BALANCE SHEET" means the audited consolidated balance of the Company and such
subsidiary undertakings and references to reserves and profit and loss account
shall be deemed to be references to consolidated reserves and consolidated
profit and loss account respectively and there shall be excluded any amounts
attributable to outside interests in subsidiary undertakings;
"AUDITORS" means the auditors of the Company for the time being, or in the case
of joint auditors, any one of them;
"BOARD" means the board of Directors or the Directors present or deemed to be
present at a duly convened meeting at which a quorum is present;
"BUSINESS DAY" means a day other than a Saturday or Sunday on which banks are
normally open for business in London;
"CERTIFICATED" means in relation to a share, a share which is recorded in the
Register of Members as being held in certificated form;
2
"CLEAR DAYS" means in relation to the period of a notice, that period excluding
the day when the notice is given or deemed given and the day for which it is
given or on which it is to take effect;
"COMMUNICATION" means the same as in the Electronic Communications Act 2000
(unless the context requires otherwise);
"COMPANY" means Hanson PLC, registered in England with number 4626078;
"DIRECTOR" means a director of the Company;
"ELECTRONIC COMMUNICATION" means the same as in the Electronic Communications
Act 2000;
"EXECUTION" means any mode of execution, save for execution by way of electronic
communication (and "executed" shall be construed accordingly);
"GROUP" means the group comprising the Company and its subsidiary undertakings
(not including any parent undertaking of the Company);
"HOLDER" means in relation to a share, the member whose name is entered in the
Register of Members as the holder of that share;
"LISTING RULES" means the listing rules of the UKLA under Part VI of the
Financial Services and Markets Act 2000;
"LONDON STOCK EXCHANGE" means the London Stock Exchange plc;
"MEMBER" means a member of the Company or, if the context so requires, a member
of the Board or of any committee;
"OFFICIAL LIST" means the Official List of the UKLA;
"OPERATOR" means the Operator (as defined in the Uncertificated Securities
Regulations) of the Uncertificated System;
"ORDINARY SHARES" means ordinary shares of(pound)3.00 each in the capital of the
Company;
"PAID" or "PAID UP" means paid up or credited as paid up;
"PARTICIPATING SECURITY" means a share or class of shares or a renounceable
right of allotment of a share, or any other security, title to which is
permitted by an Operator to be transferred by means of an Uncertificated System
in accordance with the Uncertificated Securities Regulations;
"REDEEMABLE SHARES" means redeemable preference shares of(pound)1.00 each in the
capital of the Company;
"REGISTERED OFFICE" means the registered office of the Company;
"REGISTER OF MEMBERS" means the Company's register of members kept pursuant to
the Act or, as the case may be, any overseas branch register kept pursuant to
these Articles;
3
"SEAL" means the common seal of the Company or any official or securities seal
that the Company has or may have as permitted by the Act or these Articles;
"SECRETARY" means the secretary of the Company or any other person appointed to
perform any of the duties of the secretary of the Company including a joint,
temporary, assistant or deputy secretary;
"SECURITY" means a share or class of shares or a renounceable right of allotment
of a share or any other security in the capital of the Company;
"SHARE" means a share in the capital of the Company and, for the avoidance of
doubt, shall mean both the Redeemable Shares and the Ordinary Shares except
where the provisions of Article 3 preclude such an interpretation;
"STATUTES" the Act and every other act, statutory instrument or other
subordinate legislation from time to time in force concerning companies and
affecting the Company;
"UKLA" means the Financial Services Authority as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000;
"UNCERTIFICATED" means in relation to a security, a security which is for the
time being a Participating Security and to which title is recorded in the
Register of Members or other register as being held in uncertificated form;
"UNCERTIFICATED SECURITIES REGULATIONS" means the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755);
"UNCERTIFICATED SYSTEM" means the CREST system or any other applicable system
which is a "relevant system" for the purpose of the Uncertificated Securities
Regulations; and
"UNITED KINGDOM" means Great Britain and Northern Ireland.
1.2 In these Articles:
(A) words or expressions which are not defined in paragraph
1.1 of this Article have the same meanings (where
applicable) as in the Statutes;
(B) a reference to any statute or any statutory instrument or
any provision of a statute or of a statutory instrument
includes a reference to any statutory modification or
re-enactment of it for the time being in force, as (where
applicable) amended or modified or extended by any other
statute or any order, regulation, instrument or other
subordinate legislation made under such statute or
statutory provision or under the statute under which such
statutory instrument was made;
(C) words in the singular include the plural and vice versa,
words importing any gender include all genders and a
reference to a "PERSON" includes any individual, firm,
partnership, unincorporated association, company,
corporation or other body corporate;
(D) references to "WRITING" or "WRITTEN" include printing,
typewriting, lithography, facsimile, electronic
communication, photography and any other modes of
4
representing or reproducing words in a legible and
non-transitory form;
(E) a reference to an Uncertificated System is a reference to
the Uncertificated System in respect of which the
particular security or class of securities or renounceable
right of allotment of a security is a Participating
Security;
(F) references to "MENTAL DISORDER" shall mean mental disorder
as defined in section 1 of the Mental Health Act 1983 as
at the date of adoption of these Articles;
(G) where an ordinary resolution is expressed to be required
for any purpose, a special or extraordinary resolution is
also effective for such purpose and where an extraordinary
resolution is required for any purpose, a special
resolution is also effective for such purpose; and
(H) headings do not affect the interpretation of any Article.
2 EXCLUSION OF TABLE A
The regulations contained in Table A as prescribed under the Act shall not apply
to the Company.
CAPITAL
3 CAPITAL
The authorised share capital of the Company is (pound)100,000,000,
which is divided into 1,000,000,000 Ordinary Shares of (pound)0.10
each.
4 ALLOTMENT
4.1 Subject to the Act and these Articles:
(A) any unissued securities shall be at the disposal of the
Board, who may offer, allot, grant options over, or
otherwise dispose of them to such persons and on such
terms as it may decide (including, without limitation,
terms relating to the renunciation of any allotment); and
(B) any shares held in treasury shall be held at the
discretion of the Board, who may dispose of them on such
terms as it may decide, or cancel them.
4.2 The Directors shall be generally and unconditionally authorised
pursuant to and in accordance with section 80 of the Act to exercise
for each prescribed period all the powers of the Company to allot
relevant securities up to an aggregate nominal amount equal to the
Section 80 amount.
4.3 During each prescribed period the directors shall be empowered to
allot equity securities wholly for cash pursuant to and within the
terms of the said authority:
(1) in connection with a rights issue; and
5
(2) otherwise than in connection with a rights issues, up to
an aggregate nominal amount equal to the Section 89
Amount.
as if section 89(1) of the Act did not apply to any such allotment.
4.4 By such authority and power the directors may during such period make
offers or agreements which would or might require the allotment of
securities after the expiry of such period.
4.5 For the purposes of this Article the following expressions shall have
the following meanings:
conditionally upon and with effect from the Companies (Acquisition of
Own Shares) (Treasury Shares) Regulations 2003 coming into (and
remaining in) force, a reference to the allotment of "EQUITY
SECURITIES" or of equity securities consisting of a particular class
also includes the sale of any relevant shares in the Company or (as
the case may be) relevant shares of a particular class if,
immediately before the sale, the shares were held by the Company in
treasury;
"RIGHTS ISSUE" means an offer of equity securities open for
acceptance for a period fixed by the directors to holders of equity
securities on the register at a fixed record date in proportion to
their respective holdings of such securities or in accordance with
the rights attached thereto (but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in
relation to fractional entitlements or legal or practical problems
under the laws of, or the requirements of any recognised regulatory
body or any stock exchange in, any territory);
"PRESCRIBED PERIOD" means:
(A) for the purposes of the authority conferred by paragraph
4.2 of this Article, the period (not exceeding five years
on any occasion) for which such authority is renewed by an
ordinary resolution or special resolution of the Company
(as the case may be) stating the Section 80 Amount for
such period; and
(B) for the purposes of the power conferred by paragraph 4.3
of this Article, the period (not exceeding five years on
any occasion) for which such power is renewed by a special
resolution of the Company stating the Section 89 Amount
for such period;
"THE SECTION 80 AMOUNT" shall be that stated in the relevant ordinary
resolution or special resolution (as the case may be) or any
increased amount fixed by ordinary or special resolution (as the case
may be);
"THE SECTION 89 AMOUNT" shall be that stated in the relevant special
resolution.
The nominal amount of any securities shall be taken to be in the case
of rights to subscribe for or to convert any securities into shares
of the Company, the nominal amount of such shares which may be
allotted pursuant to such rights.
4.6 Subject to the Act and without prejudice to any rights attached to
any shares, any share may be issued with such rights or restrictions
6
as the Company may by ordinary resolution determine (or, if the
Company has not so determined, as the Board may determine).
4.7 Subject to the Act, any share may be issued which is, or is to be
liable, to be redeemed at the option of one or both of the Company or
the holder on such terms and in such manner as may be provided by
these Articles.
5 SHARE WARRANTS TO BEARER
5.1 Subject to the Act, the Company may, with respect to any fully paid
shares (except deferred shares), issue a warrant (a "SHARE WARRANT")
stating that the bearer of the warrant is entitled to the shares
specified in it. The Company may provide (by coupons or otherwise)
for the payment of future dividends on the shares included in a share
warrant. The shares specified in the share warrant may be transferred
by the delivery of the share warrant. The provisions of these
Articles as to transfer and transmission of shares shall not apply to
share warrants.
5.2 The powers referred to in paragraph 5.1 of this Article may be
exercised by the Board, which may determine and vary the terms on
which a share warrant is to be issued, including (without limitation)
terms on which:
(A) a new share warrant or coupon may be issued in the place
of one damaged, defaced, worn out or lost (provided that
no new share warrant shall be issued to replace one that
has been lost unless the Board is satisfied beyond
reasonable doubt that the original has been destroyed);
(B) the bearer of the share warrant may be entitled to receive
notice of and to attend, vote and demand a poll at general
meetings;
(C) dividends may be paid; and
(D) any share warrant may be surrendered and the name of the
holder entered in the Register of Members in respect of
the shares specified in it.
5.3 Subject to the terms on which a share warrant is issued and to these
Articles, the bearer of a share warrant shall be deemed to be a
member for all purposes. The bearer of a share warrant shall be
subject to the terms in force and applicable to such share warrant,
whether made before or after its issue.
6 COMMISSIONS AND BROKERAGE
The Company may exercise all powers conferred by the Act of paying
commissions in relation to a subscription for shares or other
allotment. Subject to the Act, such commissions may be satisfied in
cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other. The Company may also pay such
brokerage in relation to a subscription for shares as may be lawful.
7 TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the
Company as holding any share on any trust and (except as otherwise
provided by these Articles or by law) the Company shall not be bound
by or recognise any interest in any share except an absolute right of
7
the holder to share in its entirety (even if the Company has notice
of such interest).
8 PURCHASE OF OWN SHARES
8.1 Subject to the provisions of the Statutes, the Company may purchase
its own shares (including any redeemable shares) provided that if,
prior to such purchase, there are in issue securities convertible
into, exchangeable for or carrying a right to subscribe for equity
shares of the class proposed to be purchased, no such purchase shall
be made and (where the Statutes require the contract for the purchase
to be approved by a special resolution) no contract relating to any
such purchase shall be entered into unless it:
(A) has received the consent in writing of the holders of not
less than three quarters in nominal value of any class of
convertible shares other than those which are convertible
into shares which as respects dividend and capital carry a
right to participate only up to a specified amount in a
distribution; or
(B) has been sanctioned by an extraordinary resolution passed
at a separate general meeting of the holders of such
convertible shares,
unless the trust deed or terms of issue of the convertible shares in
question provide for the Company to purchase its own shares.
8.2 Neither the Company nor the Board shall be required to select the
shares to be purchased rateably or in any other particular manner as
between the holders of shares of the same class or as between them
and the holders of shares of any other class or in accordance with
the rights as to dividends or capital conferred by any class of
shares.
8.3 Subject to the provisions of the Statutes, any shares purchased by
the Company in accordance with paragraph 8.1 of this Article may be
held by the Company in treasury or cancelled as the Board may decide.
VARIATION OF CLASS RIGHTS
9 SANCTION
9.1 If the share capital of the Company is divided into shares of
different classes, any of the rights attached to any class of shares
(notwithstanding that the Company may be or be about to be in
liquidation) may (unless the rights attached to the shares of the
class otherwise provide and subject to the provisions of section 127
of the Act) be varied or abrogated in any manner, either with the
consent in writing of the holders of not less than three-quarters in
nominal value of the issued shares of the class or with the sanction
of an extraordinary resolution passed at a separate meeting of the
holders of shares of the class duly convened and held in accordance
with these Articles.
9.2 Subject to the terms of issue of or rights attached to any shares,
the rights or privileges attached to any class of shares shall be
deemed not to be varied or abrogated by:
(A) the creation or issue of any new shares ranking pari passu
in all respects (save as to the date from which such new
shares shall rank for dividend) with or subsequent to
those already issued;
8
(B) the reduction of the capital paid up on such shares or by
the purchase or redemption by the Company of any of its
own shares in accordance with the Act and these Articles;
or
(C) the Board resolving that a class of shares is to become or
is to cease to be, or the Operator permitting such class
of shares to become or to cease to be, a Participating
Security.
10 CLASS MEETINGS
10.1 The Board may call a separate general meeting of the holders of the
shares of any class at any time and for any purpose as it thinks fit,
regardless of whether section 125(6) of the Act applies to such
meeting. Section 125(6) of the Act shall be deemed to apply (so far
as applicable) to each such meeting for the purpose of these
Articles. The provisions of these Articles as to general meetings
shall also apply (so far as applicable) to each such meeting.
10.2 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:
(A) no member, other than a Director, shall be entitled to
notice of it or to attend it unless he is a holder of
shares of that class;
(B) no vote may be given except in respect of a share of that
class;
(C) the quorum at the meeting other than an adjourned meeting
shall be two persons holding or representing by proxy at
least one-third in nominal value of the issued shares of
that class and at an adjourned meeting the quorum shall be
one person holding shares of that class or his proxy; and
(D) a poll may be demanded by a member present in person or by
proxy and entitled to vote at the meeting and on a poll
each member shall have one vote for every share of that
class of which he is the holder.
10.3 For the purpose of these Articles, a general meeting at which no
holder of a share other than an ordinary share may, in his capacity
as a member, attend or vote shall also constitute a separate general
meeting of the holders of the ordinary shares.
ALTERATION OF SHARE CAPITAL
11 INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The Company may by ordinary resolution:
(A) increase its share capital by a sum to be divided into
shares of such amounts, and with such rights or
restrictions attaching thereto, as may be prescribed by
the resolution;
(B) consolidate and divide all or any of its share capital
into shares of a larger amount than its existing shares;
9
(C) subject to the Act, sub-divide all or any of its shares
into shares of a smaller amount; and
(D) 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,
and may by the resolution decide that one or more of the shares
resulting from any such division or sub-division may have any
preference or other advantage as compared with the others or may be
made subject to any restriction as compared with the others.
12 FRACTIONS
12.1 If, as the result of a consolidation and division or a sub-division
of shares, fractions of shares become attributable to members, the
Board may on behalf of the members deal with the fractions as it
thinks fit, including (without limitation) in either of the ways
prescribed in this Article below.
12.2 The Board may sell shares representing the fractions to any person
(including, subject to the Act, the Company) for the best price
reasonably obtainable and distribute the net proceeds of sale in due
proportion amongst the persons to whom such fractions are
attributable (except that if the amount due to a person is less than
(pound)3.00, or such other sum as the Board may decide, the Company
may retain such sum for its own benefit). To give effect to such sale
the Board may:
(A) in the case of certificated shares, authorise a person to
execute an instrument of transfer of shares to the
purchaser or as the purchaser may direct; and
(B) in the case of uncertificated shares, exercise any power
conferred on it by Article 16.10 to effect a transfer of
the shares.
12.3 The purchaser will not be bound to see to the application of the
purchase monies in respect of any such sale. The title of the
transferee to the shares will not be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer.
Any instrument or exercise referred to in paragraph 12.2 of this
Article shall be effective as if it had been executed or exercised by
the holder of the shares to which it relates.
12.4 In relation to the fractions the Board may issue, subject to the Act,
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 a consolidation and division or a
sub-division, leaves a whole number of shares (such issue being
deemed to have been effected immediately before the consolidation or
the sub-division, as the case may be). The amount required to pay up
those shares may be capitalised as the Board thinks fit out of
amounts standing to the credit of any reserve or fund of the Company
(including any 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 any such reserve or fund
will have the same effect as if the capitalisation had been made with
the sanction of an ordinary resolution of the Company pursuant to
10
Article 130. In relation to the capitalisation the Board may exercise
all the powers conferred on it by Article 130 without the sanction of
an ordinary resolution of the Company.
13 REDUCTION OF SHARE CAPITAL
Subject to the Act and to any rights attached to any shares, the
Company may by special resolution reduce its share capital or any
capital redemption reserve, share premium account or other
undistributable reserve in any way.
CERTIFICATED SHARES
14 RIGHT TO CERTIFICATES
14.1 Subject to the Act, the requirements of (to the extent applicable)
the Listing Rules and/or the London Stock Exchange, and these
Articles, every person (except any person in respect of whom the
Company is not required by the Act to complete and have ready for
delivery a share certificate), upon becoming the holder of a
certificated share is entitled, without charge, to 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, unless the terms of issue of the shares provide otherwise.
14.2 Where a member (other than a person in respect of whom the Company is
not required by the Act to complete and have ready for delivery a
share certificate) transfers part of his shares comprised in a
certificate such member shall be entitled, without charge, to one
certificate for the balance of certificated shares retained by such
member.
14.3 The Company is not bound to issue more than one certificate for
certificated shares held jointly by two or more persons. Delivery of
a certificate to one joint holder shall be sufficient delivery to all
joint holders.
14.4 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. It shall be issued
under the 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
issue and the requirements of (to the extent applicable) the Listing
Rules and/or the London Stock Exchange.
15 REPLACEMENT CERTIFICATES
15.1 Any two or more certificates representing shares of any one class
held by any member may at his request be cancelled and a single new
certificate for such shares issued in lieu.
15.2 If any member shall surrender for cancellation a share certificate
representing shares held by him and request the Company to issue in
lieu two or more share certificates representing such shares in such
proportions as he may specify, the Board may, if it thinks fit,
comply with such request.
11
15.3 The Company may at its sole discretion charge to the member
requesting any such matter as is described in paragraphs 15.1 or 15.2
of this Article any out of pocket expenses or fees incurred by it in
complying with such request.
15.4 If any certificate is worn-out, defaced, lost or destroyed, the
Company may cancel it and issue a replacement certificate subject to
such terms as the Board may decide as to evidence and indemnity (with
or without security) and to payment of any exceptional out-of-pocket
expenses of the Company in investigating such evidence and preparing
such indemnity or such security but otherwise free of charge, and (if
the certificate is worn-out or defaced) on delivery up of the old
certificate.
15.5 In the case of shares held jointly by several persons any such
request mentioned in this Article may be made by any one of the joint
holders.
UNCERTIFICATED SHARES
16 UNCERTIFICATED SHARES
16.1 The Board may resolve that a class of shares is to become, or is to
cease to be, a Participating Security.
16.2 Shares of a class shall not be treated as forming a separate class
from other shares of the same class as a consequence of such shares
being held in certificated or uncertificated form or of any provision
in these Articles or the Uncertificated Securities Regulations
applying only to certificated shares or to uncertificated shares.
16.3 Any share of a class which is a Participating Security may be changed
from an uncertificated share to a certificated share and from a
certificated share to an uncertificated share in accordance with the
Uncertificated Securities Regulations.
16.4 These Articles apply to uncertificated shares of a class which is a
Participating Security only to the extent that these Articles are
consistent with the holding of such shares in uncertificated form,
with the transfer of title to such shares by means of the
Uncertificated System and in accordance with the Uncertificated
Securities Regulations.
16.5 Where any share is held in uncertificated form the Company shall not
issue and no person shall be entitled to receive a certificate in
respect of such share at any time and for so long as the title to
that share is evidenced otherwise than by a certificate and transfers
may be made otherwise than by a written instrument by virtue of the
Regulations. Title to shares in issue at the date of adoption of
these Articles may be transferred and evidenced by a relevant system.
16.6 The Board may lay down regulations not included in these Articles
which (in addition to or in substitution for any provisions in these
Articles):
(A) apply to the issue, holding or transfer of uncertificated
shares;
(B) set out (where appropriate) the procedures for conversion
and/or redemption of uncertificated shares; and/or
12
(C) the Board considers necessary or appropriate to ensure
that these Articles are consistent with the Uncertificated
Securities Regulations and/or the Operator's rules and
practices.
16.7 Such regulations will apply instead of any relevant provisions in
these Articles which relate to certificates and the transfer,
conversion and redemption of shares or which are not consistent with
the Uncertificated Securities Regulations, in all cases to the extent
(if any) stated in such regulations. If the Board makes any such
regulations, paragraph 16.4 of this Article will (for the avoidance
of doubt) continue to apply to these Articles, when read in
conjunction with those regulations.
16.8 Any instruction given by means of an Uncertificated System as
referred to in these Articles shall be a dematerialised instruction
given in accordance with the Uncertificated Securities Regulations,
the facilities and requirements of the Uncertificated System and the
Operator's rules and practices.
16.9 For any purpose under these Articles, the Company may treat a
member's holding of uncertificated shares and of certificated shares
of the same class as if they were separate holdings, unless the Board
otherwise decides.
16.10 Where the Company is entitled under the Act, the Operator's rules and
practices, these Articles or otherwise to dispose of, forfeit,
enforce a lien over or sell or otherwise procure the sale of any
shares of a class which is a Participating Security which are held in
uncertificated form, the Board may take such steps (subject to the
Uncertificated Securities Regulations and to such rules and
practices) as may be required or appropriate, by instruction by means
of the Uncertificated System or otherwise, to effect such disposal,
forfeiture, enforcement or sale including by (without limitation):
(A) requesting or requiring the deletion of any computer-based
entries in the Uncertificated System relating to the
holding of such shares in uncertificated form;
(B) altering such computer-based entries so as to divest the
holder of such shares of the power to transfer such shares
other than to a person selected or approved by the Company
for the purpose of such transfer;
(C) requiring any holder of such shares, by notice in writing,
to change such person's holding of such uncertificated
shares into certificated form within any specified period;
(D) requiring any holder of such shares to take such steps as
may be necessary to sell or transfer such shares as
directed by the Company;
(E) otherwise rectifying or changing the Register of Members
in respect of any such shares in such manner as the Board
considers appropriate (including, without limitation, by
entering the name of a transferee into the Register of
Members as the next holder of such shares); and/or
(F) appointing any person to take any steps in the name of any
holder of such shares as may be required to change such
shares from uncertificated form to certificated form
13
and/or to effect the transfer of such shares (and such
steps shall be effective as if they had been taken by such
holder).
LIEN ON SHARES
17 COMPANY'S LIEN ON SHARES NOT FULLY PAID
17.1 The Company has a first and paramount lien on each issued share (not
being a fully paid share) for all amounts payable to the Company
(whether actually or contingently and whether presently payable or
not) in respect of such share.
17.2 The lien applies to all dividends on any such share and to all
amounts payable by the Company in respect of such share. It also
applies notwithstanding that:
(A) the Company may have notice of any equitable or other
interest of any person in any such share; or
(B) any such amounts payable may be the joint debts and
liabilities of both the holder of the share and one or
more other persons.
17.3 The Board may resolve that any share be exempt wholly or in part from
this Article.
18 ENFORCEMENT OF LIEN BY SALE
18.1 For the purpose of enforcing the Company's lien on any shares, the
Board may sell them in such manner as it decides if an amount in
respect of which the lien exists is presently payable and is not paid
within fourteen (14) clear days following the giving of a notice to
the holder (or any person entitled by transmission to the share)
demanding payment of the amount due within such fourteen clear day
period and stating that if the notice is not complied with the shares
may be sold.
18.2 To give effect to such sale the Board may:
(A) in the case of certificated shares, authorise a person to
execute an instrument of transfer of shares in the name
and on behalf of the holder of, or the person entitled by
transmission to, them to the purchaser or as the purchaser
may direct; and
(B) in the case of uncertificated shares, exercise any power
conferred on it by Article 16.10 to effect a transfer of
the shares.
18.3 The purchaser will not be bound to see to the application of the
purchase monies in respect of any such sale. The title of the
transferee to the shares will not be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer.
Any instrument or exercise referred to in paragraph 18.2 of this
Article shall be effective as if it had been executed or exercised by
the holder of, or the person entitled by transmission to, the shares
to which it relates.
19 APPLICATION OF SALE PROCEEDS
The net proceeds of any sale of shares subject to the Company's lien
under these Articles (after payment of the costs and expenses of
sale) shall be applied in or towards satisfaction of the amount then
14
due to the Company in respect of the shares. Any balance shall be
paid to the original holder of, or the person entitled (but for such
sale) by transmission to, the shares on (in the case of certificated
shares) surrender to the Company for cancellation of the certificate
for such shares and (in all cases) subject to the Company having a
lien on such balance on the same basis as applied to such shares for
any amount not presently payable as existed on such shares before the
sale.
CALLS
20 CALLS
20.1 Subject to the terms on which shares are allotted, the Board may make
calls on the members (and any persons entitled by transmission) in
respect of any amounts unpaid on their shares (whether in respect of
nominal value or premium) and not payable on a date fixed by or in
accordance with the allotment terms. Each such member or other person
shall pay to the Company the amount called, subject to receiving at
least fourteen (14) clear days' notice specifying when and where the
payment is to be made, as required by such notice.
20.2 A call may be made payable by instalments. A call shall be deemed to
have been made when the resolution of the Board authorising it is
passed. A call may, before the Company's receipt of any amount due
under it, be revoked or postponed in whole or in part as the Board
may decide. A person upon whom a call is made will remain liable for
calls made on him notwithstanding the subsequent transfer of the
shares in respect of which the call was made.
21 LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to
pay all calls in respect of it.
22 INTEREST
If the whole of the sum payable in respect of any call is not paid by
the day it becomes due and payable, the person from whom it is due
shall pay all costs, charges and expenses that the Company may have
incurred by reason of such non-payment, together with interest on the
unpaid amount from the day it became due and payable until it is paid
at the rate fixed by the terms of the allotment of the share or in
the notice of the call or, if no rate is fixed, at such rate, not
exceeding two (2) per cent. above the base rate for the time being of
Barclays Bank plc, per annum, as the Board shall determine. The Board
may waive payment of such costs, charges, expenses or interest in
whole or in part.
23 DIFFERENTIATION
Subject to the allotment terms, the Board may make arrangements on or
before the issue of shares to differentiate between the holders of
shares in the amounts and times of payment of calls on their shares.
15
24 PAYMENT IN ADVANCE OF CALLS
24.1 The Board may receive from any member (or any person entitled by
transmission) all or any part of the amount uncalled and unpaid on
the shares held by him (or to which he is entitled). The liability of
each such member or other person on the shares to which such payment
relates shall be reduced by such amount. The Company may pay interest
on such amount from the time of receipt until the time when such
amount would, but for such advance, have become due and payable at
such rate not exceeding two (2) per cent. above the base rate for the
time being of Barclays Bank plc, per annum, as the Board may decide.
24.2 No sum paid up on a share in advance of a call shall entitle the
holder to any portion of a dividend subsequently declared or paid in
respect of any period prior to the date on which such sum would, but
for such payment, become due and payable.
25 RESTRICTIONS IF CALLS UNPAID
Unless the Board decides otherwise, no member shall be entitled to
receive any dividend or to be present or vote at any meeting or to
exercise any right or privilege as a member until he has paid all
calls due and payable on every share held by him, whether alone or
jointly with any other person, together with interest and expenses
(if any) to the Company.
26 SUMS DUE ON ALLOTMENT TREATED AS CALLS
Any sum payable in respect of a share on allotment or at any fixed
date, whether in respect of the nominal value of the share or by way
of premium or as an instalment of a call, shall be deemed to be a
call. If such sum is not paid, these Articles shall apply as if it
had become due and payable by virtue of a call.
FORFEITURE
27 FORFEITURE AFTER NOTICE OF UNPAID CALL
27.1 If a call or an instalment of a call remains unpaid after it has
become due and payable, the Board may give to the person from whom it
is due not less than fourteen (14) clear days' notice requiring
payment of the amount unpaid together with any interest which may
have accrued and any costs, charges and expenses that the Company may
have incurred by reason of such non-payment. The notice shall state
the place where payment is to be made and that if the notice is not
complied with the shares in respect of which the call was made will
be liable to be forfeited. If the notice is not complied with, any
shares in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of
the Board. The forfeiture will include all dividends and other
amounts payable in respect of the forfeited shares which have not
been paid before the forfeiture.
27.2 The Board may accept the surrender of a share which is liable to be
forfeited in accordance with these Articles. All provisions in these
Articles which apply to the forfeiture of a share also apply to the
surrender of a share.
16
28 NOTICE AFTER FORFEITURE
When a share has been forfeited, the Company shall give notice of the
forfeiture to the person who was before forfeiture the holder of the
share or the person entitled by transmission to the share. An entry
that such notice has been given and of the fact and date of
forfeiture shall be made in the Register of Members. No forfeiture
will be invalidated by any omission to give such notice or make such
entry.
29 CONSEQUENCES OF FORFEITURE
29.1 A share shall, on its forfeiture, become the property of the Company.
29.2 All interest in and all claims and demands against the Company in
respect of a share and all other rights and liabilities incidental to
the share as between its holder and the Company shall, on its
forfeiture, be extinguished and terminate except as otherwise stated
in these Articles or, in the case of past members, as provided by the
Statutes.
29.3 The holder of a share (or the person entitled to it by transmission)
which is forfeited shall:
(A) on its forfeiture cease to be a member (or a person
entitled) in respect of it;
(B) if a certificated share, surrender to the Company for
cancellation the certificate for the share;
(C) remain liable to pay to the Company all monies payable in
respect of the share at the time of forfeiture, with
interest from such time of forfeiture until the time of
payment, in the same manner in all respects as if the
share had not been forfeited; and
(D) remain liable to satisfy all (if any) claims and demands
which the Company might have enforced in respect of the
share at the time of forfeiture without any deduction or
allowance for the value of the share at the time of
forfeiture or for any consideration received on its
disposal.
30 DISPOSAL OF FORFEITED SHARE
30.1 Subject to the Act, a forfeited share may be sold, re-allotted or
otherwise disposed of on such terms and in such manner as the Board
may decide either to the person who was before the forfeiture the
holder or to any other person. At any time before the disposal, the
forfeiture may be cancelled on such terms as the Board may decide.
Where for the purpose of its disposal a forfeited share is to be
transferred to any transferee, the Board may:
(A) in the case of certificated shares, authorise a person to
execute an instrument of transfer of shares in the name
and on behalf of their holder to the purchaser or as the
purchaser may direct; and
(B) in the case of uncertificated shares, exercise any power
conferred on it by Article 16.10 to effect a transfer of
the shares.
17
30.2 The purchaser will not be bound to see to the application of the
purchase monies in respect of any such sale. The title of the
transferee to the shares will not be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer.
Any instrument or exercise referred to in paragraph 30.1 of this
Article shall be effective as if it had been executed or exercised by
the holder of, or the person entitled by transmission to, the shares
to which it relates.
31 PROOF OF FORFEITURE
A statutory declaration by a Director or the Secretary that a share
has been forfeited on a specified date shall be conclusive evidence
of the facts stated in it against all persons claiming to be entitled
to the share. The declaration shall (subject to the execution of any
necessary instrument of transfer) constitute good title to the share.
The person to whom the share is disposed of shall not be bound to see
to the application of the consideration (if any) given for it on such
disposal. His title to the share will not be affected by any
irregularity in, or invalidity of, the proceedings connected with the
forfeiture or disposal.
UNTRACED MEMBERS
32 SALE OF SHARES
32.1 The Company may sell at the best price reasonably obtainable at the
time of such sale (such time to be determined by the Board at its
absolute discretion) any share of a member, or any share to which a
person is entitled by transmission, if:
(A) during the period of twelve (12) years prior to the date
of the publication of the advertisements referred to in
this paragraph 32.1 (or, if published on different dates,
the earlier or earliest of them):
(1) no cheque, warrant or money order in respect of
such share sent by or on behalf of the Company
to the member or to the person entitled by
transmission to the share, at his address in
the Register of Members or other address last
known to the Company has been cashed; and
(2) no cash dividend payable on the shares has been
satisfied by the transfer of funds to a bank
account of the member (or person entitled by
transmission to the share) or by transfer of
funds by means of the Uncertificated System,
and the Company has received no communication (whether in
writing or otherwise) in respect of such share from such
member or person, provided that during such twelve year
period the Company has paid at least three cash dividends
(whether interim or final) in respect of shares of the
class in question and no such dividend has been claimed by
the person entitled to such share;
(B) the Company has informed the UKLA of its intention to make
such sale, if shares of the class concerned are listed on
the Official List of the UKLA; and
(C) the Company complies with such requirements in respect of
notification or advertisement of its intention to make
such sale as prescribed by the Statutes and/or the Listing
18
Rules, if shares of the class concerned are listed on the
Official List of the UKLA.
32.2 If during such twelve year period, or during any subsequent period
ending on the date when all the requirements of paragraph 32.1 of
this Article have been met in respect of any shares, any additional
shares have been issued in respect of those held at the beginning of,
or previously so issued during, any such subsequent period and all
the requirements of paragraph 32.1 of this Article have been
satisfied with regard to such additional shares, the Company may also
sell the additional shares.
32.3 To give effect to a sale pursuant to paragraphs 32.1 or 32.2 of this
Article, the Board may:
(A) in the case of certificated shares, authorise a person to
execute an instrument of transfer of shares in the name
and on behalf of the holder of, or the person entitled by
transmission to, them to the purchaser or as the purchaser
may direct; and
(B) in the case of uncertificated shares, exercise any power
conferred on it by Article 16.10 to effect a transfer of
the shares.
32.4 The purchaser will not be bound to see to the application of the
purchase monies in respect of any such sale. The title of the
transferee to the shares will not be affected by any irregularity in
or invalidity of the proceedings connected with the sale or transfer.
Any instrument or exercise referred to in paragraph 32.3 of this
Article shall be effective as if it had been executed or exercised by
the holder of, or the person entitled by transmission to, the shares
to which it relates.
33 APPLICATION OF SALE PROCEEDS
The Company shall account to the member or other person entitled to
such share for the net proceeds of such sale by carrying all monies
in respect of the sale to a separate account. The Company shall be
deemed to be a debtor to, and not a trustee for, such member or other
person in respect of such monies. Monies carried to such separate
account may either be employed in the business of the Company or
invested as the Board may think fit. No interest shall be payable to
such member or other person in respect of such monies and the Company
shall not be required to account for any money earned on them.
TRANSFER OF SHARES
34 FORM OF TRANSFER
34.1 Subject to these Articles, a member may transfer all or any of his
shares:
(A) in the case of certificated shares, by an instrument of
transfer in writing in any usual form or in another form
approved by the Board, which must 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; or
19
(B) in the case of uncertificated shares, without a written
instrument in accordance with the Uncertificated
Securities Regulations, the facilities and requirements of
the Uncertificated System and the Operator's rules and
practices.
34.2 The transferor shall remain the holder of the share transferred until
the name of the transferee is entered in the Register of Members in
respect of it.
35 REGISTRATION OF A CERTIFICATED SHARE TRANSFER
35.1 Subject to these Articles, the Board may, in its absolute discretion
and without giving a reason, refuse to register the transfer of a
certificated share or the renunciation of a renounceable letter of
allotment unless it is:
(A) in respect of a share which is fully paid;
(B) in respect of a share on which the Company has no lien;
(C) in respect of only one class of shares;
(D) in favour of a single transferee or renouncee or not more
than four joint transferees or renouncees;
(E) duly stamped (if so required by law); and
(F) delivered for registration to the Registered 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 of a share, for which a
certificate has not been issued, by a person in respect of
whom the Company is not required by the Act to complete
and have ready for delivery a share certificate, and
except in the case of a renunciation) and any other
evidence as the Board may reasonably require to prove the
title to such share 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 such person to do so,
provided that the Board shall not refuse to register any transfer or
renunciation of any certificated shares listed on the Official List
of the UKLA or admitted trading on the London Stock Exchange on the
ground that they are partly paid in circumstances where such refusal
would prevent dealings in such shares from taking place on an open
and proper basis.
35.2 If the Board refuses to register a transfer or renunciation pursuant
to this Article, it shall, within two months after the date on which
the transfer or renunciation was delivered to the Company, send
notice of the refusal to the transferee or renouncee. An instrument
of transfer or renunciation which the Board refuses to register shall
(except in the case of suspected fraud) be returned to the person
delivering it. All instruments of transfer which are registered may,
subject to these Articles, be retained by the Company.
20
36 REGISTRATION OF AN UNCERTIFICATED SHARE TRANSFER
36.1 The Board shall register a transfer of title to any uncertificated
share or the renunciation or transfer of any renounceable right of
allotment of a share which is a Participating Security held in
uncertificated form in accordance with the Uncertificated Securities
Regulations, except that the Board may refuse (subject to any
relevant requirements of (to the extent applicable) the Listing Rules
and/or the London Stock Exchange) to register any such transfer or
renunciation which is in favour of more than four persons jointly or
in any other circumstance permitted by the Uncertificated Securities
Regulations.
36.2 If the Board refuses to register any such transfer or renunciation
the Company shall, within two months after the date on which the
instruction relating to such transfer or renunciation was received by
the Company, send notice of the refusal to the transferee or
renouncee.
37 RENUNCIATION OF ALLOTMENTS
The Board may, at its discretion, at any time after the allotment of
any share, but before any person has been entered in the Register of
Members as the holder of it, recognise and give effect to a
renunciation of the allotment of any share by the allottee in favour
of some other person and may accord to any allottee of a share a
right to effect such renunciation on such terms and conditions as the
Board sees fit.
38 NO FEE ON REGISTRATION
No fee shall be charged for the registration of a transfer of a share
or the renunciation of a renounceable letter of allotment or on the
registration of any probate, letters of administration, certificate
of death or marriage, power of attorney, notice or other document
relating to or affecting the title to any share.
39 CLOSING OF REGISTER OF MEMBERS
The registration of transfers of shares or of any class of shares may
be suspended at such times and for such periods, not exceeding thirty
(30) days in any year, as the Board may decide (subject to the
Uncertificated Securities Regulations in the case of any shares of a
class which is a Participating Security).
TRANSMISSION OF SHARES
40 ON DEATH
If a member dies, the survivors or survivor where he was a joint
holder, or his personal representatives where he was the sole or only
surviving holder, shall be the only persons recognised by the Company
as having any title to his shares. Nothing in these Articles shall
release the estate of a deceased holder (whether sole or joint) from
any liability in respect of a share which has been held by him solely
or jointly.
41 ELECTION OF PERSON ENTITLED BY TRANSMISSION
41.1 A person becoming entitled to a share in consequence of the death or
bankruptcy of a member, or of any other event giving rise to a
transmission of such entitlement by operation of law, may, on such
21
evidence as to his title being produced as the Board may require,
elect either to become registered as the holder of such share or to
have some person nominated by him so registered. If he elects to be
registered himself, he shall give notice in writing to the Company to
that effect. If he elects to have some other person registered, he
shall:
(A) in the case of a certificated share, execute an instrument
of transfer of such share to such person; and
(B) in the case of an uncertificated share, either:
(1) procure that all appropriate instructions are
given by means of the Uncertificated System to
effect the transfer of such share to such
person; or
(2) change the uncertificated share to certificated
form and then execute an instrument of transfer
of such share to such person.
41.2 All the provisions of these Articles relating to the transfer of
shares shall apply to the notice or instrument of transfer or
instructions (as the case may be) referred to in paragraph 41.1 of
this Article as if the notice were an instrument of transfer and as
if the instrument of transfer was executed, or the instructions were
given, by the member and the event giving rise to the transmission
had not occurred.
41.3 The Board may give notice requiring a person to make the election
referred to in paragraph 41.1 of this Article. If such notice is not
complied with within sixty 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.
42 RIGHTS ON TRANSMISSION
A person becoming entitled by transmission to a share shall have the
rights to which he would be entitled if he were the holder of the
share, except that he shall not, before being registered as its
holder, be entitled in respect of it to receive notice of, or to
attend or vote at, any general meeting or at any separate meeting of
the holders of any class of shares.
FAILURE TO DISCLOSE INTERESTS IN SHARES
43 FAILURE TO DISCLOSE INTERESTS IN SHARES
43.1 For the purpose of this Article:
(A) "EXEMPT TRANSFER" means, in relation to shares held by a
member:
(1) a transfer pursuant to acceptance of a takeover
offer (as defined in section 428 of the Act)
for the Company or in relation to any of its
shares;
(2) a transfer in consequence of a sale made
through the London Stock Exchange or any stock
exchange selected by the Company outside the
United Kingdom on which any shares are normally
traded; or
22
(3) a transfer which is shown to the satisfaction
of the Board to be made in consequence of a
sale or gift or any other disposal in good
faith 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;
(B) "INTERESTED" is construed as it is for the purpose of
section 212 of the Act;
(C) a person, other than the member holding a share, shall be
treated as appearing to be interested in such share if the
member has informed the Company that the person is or may
be so 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;
(D) reference to a person having failed to give to the Company
information required by a section 212 notice (as defined
in paragraph 43.2 of this Article), or being in default of
supplying such information, includes references to his
having:
(1) failed or refused to give all or any part of
such information; and
(2) given information which he knows to be false or
misleading in a material particular or
recklessly given information which is false or
misleading in a material particular or which
is, to the satisfaction of the Board acting
reasonably, false or misleading in a material
particular; and
(E) "TRANSFER" means a transfer of a share or (where
applicable) a renunciation of a renounceable letter of
allotment or other renounceable document of title relating
to a share.
43.2 Where notice is given by the Company under section 212 of the Act (a
"SECTION 212 NOTICE") to a member, or another person appearing to be
interested in shares held by such member, and the member or other
person has failed in relation to any shares ("DEFAULT SHARES", which
expression applies also to any shares issued after the date of the
Section 212 notice in respect of those shares and to any other shares
registered in the name of such member at any time whilst the default
subsists) to give the Company the information required within
fourteen (14) clear days after the date of the Section 212 notice,
the Board (at its absolute discretion) may give to the holder a
notice (a "DIRECTION NOTICE") to the effect that from the date of the
direction notice and unless the Board otherwise decides:
(A) 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, or to
exercise other rights conferred by membership in relation
to the meeting or poll; and
(B) where the Default Shares represent at least 0.25 per cent.
in nominal value of the issued shares of their class at
the date of the direction notice:
23
(1) a dividend (or any part of a dividend) payable
in respect of the Default Shares (except on a
winding up of the Company) may be withheld by
the Company, which shall have no obligation to
pay interest on such dividend;
(2) the member shall not be entitled to elect,
pursuant to Article 128 (Scrip Dividends) or
otherwise, to receive shares instead of a
dividend; and
(3) the Board may, in its absolute discretion,
refuse to register the transfer of any Default
Shares (subject, in the case of any
uncertificated shares, to the Uncertificated
Securities Regulations) unless:
(A) the transfer is an Exempt Transfer;
or
(B) the member is not himself in default
in supplying the information
required and proves to the
satisfaction of the Board that no
person in default of supplying the
information required is interested
in any of the shares which are the
subject of the transfer.
43.3 The direction notice shall have effect in relation to Default Shares
in accordance with its terms but shall cease to have effect:
(A) on receipt by the Company of notice of an Exempt Transfer,
but only in relation to the shares so transferred;
(B) on the expiry of seven days after receipt by the Company,
in a form satisfactory to the Board, of all the
information required by the Section 212 notice; or
(C) on such date as the Board may determine.
43.4 The Board may:
(A) give notice in writing to any member holding Default
Shares in uncertificated form requiring the member:
(1) to change his holding of such shares from
uncertificated form into certificated form
within a specified period; and
(2) then to hold such Default Shares in
certificated form for so long as the default
subsists; and
(B) appoint any person to take any steps, by instruction by
means of the Uncertificated System or otherwise, in the
name of any holder of Default Shares as may be required to
change such shares from uncertificated form into
certificated form (and such steps shall be effective as if
they had been taken by such holder).
43.5 The provisions of this Article are in addition and without prejudice
to the provisions of the Statutes.
24
GENERAL MEETINGS
44 ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
44.1 The Company shall hold annual general meetings, which shall be
convened by the Board, in accordance with the Act.
44.2 All general meetings other than annual general meetings shall be
called extraordinary general meetings.
45 CONVENING OF EXTRAORDINARY GENERAL MEETINGS
The Board may convene an extraordinary general meeting whenever it
thinks fit. An extraordinary general meeting shall also be convened
on such requisition, or in default may be convened by such
requisitionists, as provided by section 368 of the Act and no
business shall be transacted at such meeting except that stated by
the requisition or proposed by the Board. If there are not sufficient
Directors to call a general meeting, any Director may convene a
general meeting.
46 NOTICE OF GENERAL MEETINGS
46.1 An annual general meeting, and an extraordinary general meeting
convened for the passing of a special resolution or (save as provided
by the Statutes) a resolution of which special notice has to be
given, shall be convened by not less than twenty-one (21) clear days'
notice. All other extraordinary general meetings shall be convened by
not less than fourteen (14) clear days' notice.
46.2 Subject to the Act and notwithstanding that it is convened by shorter
notice than that specified in paragraph 46.1 of this Article, a
general meeting shall be deemed to have been duly convened if it is
so agreed:
(A) in the case of an annual general meeting, by all the
members entitled to attend and vote at the meeting; and
(B) in the case of any other meeting, by a majority in number
of the members having a right to attend and vote at the
meeting, being a majority together holding not less than
95 per cent. in nominal value of the shares giving that
right.
46.3 The notice of meeting shall specify:
(A) whether the meeting is an annual general meeting or an
extraordinary general meeting;
(B) the place, the day and the time of the meeting;
(C) subject to the requirements of (to the extent applicable)
the Listing Rules and/or the London Stock Exchange, the
general nature of the business to be transacted;
(D) if the meeting is convened to consider a special or
extraordinary resolution, the intention to propose the
resolution as such; and
25
(E) with reasonable prominence, that a member entitled to
attend and vote is entitled to appoint one or more proxies
to attend and, on a poll, vote instead of him and that a
proxy need not also be a member.
46.4 The notice of meeting:
(A) shall be given to the members (other than a member who,
under these Articles or any restrictions imposed on any
shares, is not entitled to receive notice from the
Company), to the Directors and to the Auditors; and
(B) may specify a time by which a person must be entered on
the Register of Members in order for such person to have
the right to attend or vote at the meeting (subject to the
Uncertificated Securities Regulations if the Company is
then a participating issuer for the purpose of the
Uncertificated Securities Regulations).
46.5 The Board may determine that the members entitled to receive notice
of a meeting are those persons entered on the Register of Members at
a time and day determined by the Board (subject to the Uncertificated
Securities Regulations if the Company is then a participating issuer
for the purpose of the Uncertificated Securities Regulations).
46.6 The accidental omission to send or give a notice of meeting or, in
cases where it is intended that it be sent out or given with the
notice, an instrument of proxy or any other document to, or the
non-receipt of any such item by, any person entitled to receive such
notice shall not invalidate the proceedings at that meeting.
47 QUORUM FOR GENERAL MEETING
No business shall be transacted at a general meeting unless a quorum
is present. Three persons entitled to vote on the business to be
transacted, each being a member or a proxy for a member or a duly
authorised representative of a corporation which is a member, shall
be a quorum. The absence of a quorum will not prevent the appointment
of a chairman of the meeting. Such appointment shall not be treated
as being part of the business of the meeting.
48 PROCEDURE IF QUORUM NOT PRESENT
48.1 If within ten minutes (or such longer time not exceeding one hour as
the chairman of the meeting may decide to wait) after the time
appointed for the holding of the meeting a quorum is not present, or
if during the meeting a quorum ceases to be present, the meeting:
(A) if convened on the requisition of members, shall be
dissolved; and
(B) in any other case shall stand adjourned to the same day in
the next week or to such other day and at such other time
and place as the chairman (or, in default, the Board) may
decide.
48.2 If at such adjourned meeting a quorum is not present within ten
minutes after the time appointed for holding it one person entitled
to vote on the business to be transacted, being a member or a proxy
for a member or a duly authorised representative of a corporation of
a member, shall be a quorum.
26
49 CHAIRMAN OF GENERAL MEETING
The chairman (if any) of the Board or, in his absence, any deputy or
vice-chairman shall preside as chairman at a general meeting. If
there is no chairman, deputy or vice-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 of the
meeting. If only one Director is present and willing to act, he shall
be chairman of the meeting. In default, the members present in person
and entitled to vote shall choose one of their number to be chairman
of the meeting.
50 RIGHTS OF DIRECTORS AND OTHERS TO ATTEND MEETINGS
A Director (and any other person invited by the chairman of the
meeting to do so) shall be entitled to attend and speak at a general
meeting and at a separate meeting of the holders of any class of
shares, whether or not he is a member.
51 ACCOMMODATION OF MEMBERS AT MEETING
If it appears to the chairman of the meeting that the meeting place
specified in the notice convening the meeting is inadequate to
accommodate all members entitled and wishing to attend, the meeting
will be 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 (whether at the
meeting place or elsewhere):
(A) to participate in the business for which the meeting has
been convened;
(B) to hear and see all persons present who speak (whether by
the use of microphones, loud-speakers, audio-visual
communications equipment or otherwise); and
(C) to be heard and seen by all other persons present in the
same way.
52 SECURITY
In addition to any measures which the Board may be required to take
due to the location or venue of the meeting, the Board may make any
arrangement and impose any restriction it considers appropriate and
reasonable in the circumstances to ensure the security of a meeting
including, without limitation, the searching of any person attending
the meeting and the imposing of restrictions on the items of personal
property that may be taken into the meeting place. The Board may
refuse entry to, or eject from, a meeting a person who refuses to
comply with any such arrangements or restrictions.
53 POWER TO ADJOURN
53.1 The chairman of the meeting may, with the consent of any meeting at
which a quorum is present, and shall, if so directed by the meeting,
adjourn the meeting from time to time (or indefinitely) and from
place to place.
27
53.2 Without prejudice to any other power of adjournment which the
chairman of the meeting may have under these Articles, at common law
or otherwise, the chairman may, without the consent of the meeting,
adjourn the meeting from time to time (or indefinitely) and from
place to place if he decides that it is necessary or appropriate to
do so in order to:
(A) secure the proper and orderly conduct of the meeting; or
(B) give all persons entitled to do so an opportunity of
attending the meeting; or
(C) give all persons entitled to do so a reasonable
opportunity of speaking and voting at the meeting; or
(D) ensure that the business of the meeting is properly
concluded or disposed of, including (without limitation)
for the purpose of determining the result of a poll.
54 NOTICE OF ADJOURNED MEETING
Whenever a meeting is adjourned for fourteen (14) days or more or
indefinitely, at least seven clear days' notice, specifying the
place, the day and time of the adjourned meeting and the general
nature of the business to be transacted, shall be given in the same
manner as in the case of an original meeting. If the meeting is
adjourned for less than fourteen (14) days, no member shall be
entitled to any notice of the adjournment or of the business to be
transacted at the adjourned meeting.
55 BUSINESS OF ADJOURNED MEETING
No business shall be transacted at any adjourned meeting other than
the business which might properly have been transacted at the meeting
from which the adjournment took place.
VOTING
56 VOTING AT A GENERAL MEETING
56.1 At a general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless before, or on the
declaration of the result of, the show of hands (and before the
chairman of the meeting has proceeded to the next item of business) a
poll is demanded by either:
(A) the chairman of the meeting;
(B) at least three members having the right to vote at the
meeting;
(C) a member or members representing not less than one-tenth
of the total voting rights of all the members having the
right to vote at the meeting; or
(D) a member or members holding shares conferring a right to
vote on the resolution 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.
28
56.2 Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the chairman of the meeting that a resolution has been
carried, or carried unanimously, or by a particular majority, or
lost, or not carried by a particular majority, and an entry to that
effect in the minutes of the meeting, shall be conclusive evidence of
that fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
56.3 A demand for a poll may be withdrawn before the poll is taken, but
only with the consent of the chairman of the meeting. A demand so
withdrawn shall not be taken to have invalidated the result of a show
of hands declared before the demand was made. If a poll is demanded
before the declaration of the result on a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the demand
had not been made.
57 POLL PROCEDURE
57.1 A poll demanded on the election of a chairman or on any question of
adjournment shall be taken forthwith and a poll on any other matter
shall be taken either forthwith or at such time and place, not being
more than thirty (30) days from the date of the meeting or adjourned
meeting at which the poll was demanded, as the chairman shall direct.
The chairman may direct the manner in which a poll shall be taken and
may appoint scrutineers who need not be members. 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. The result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.
57.2 The demand for a poll shall not prevent the continuance of the
meeting for the transaction of any business other than the question
on which a poll has been demanded.
57.3 On a poll votes may be given in person or by proxy. 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.
58 VOTES OF MEMBERS
58.1 Subject to any rights or restrictions attaching to any shares:
(A) on a show of hands every member who is entitled to vote on
the relevant matter and who (being an individual) is
present in person or (being a corporation) is present by a
duly authorised representative who is not himself a member
entitled to vote shall have one vote; and
(B) on a poll every member who is entitled to vote on the
relevant matter shall have one vote for every share of
which he is the holder.
58.2 In the case of joint holders, the vote of the senior who tenders a
vote shall be accepted to the exclusion of the votes of the other
joint holders. Seniority shall be determined by the order in which
29
the names of the holders stand in the Register of Members in respect
of the joint holding.
58.3 A member in respect of whom an order has been made by any court or
official having jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder or incapacity may
vote, on a show of hands or on a poll, by his guardian or other
person duly authorised to act on his behalf, who may vote on a poll
by proxy. Evidence to the satisfaction of the Board of the authority
of the person claiming the right to vote shall be deposited at the
Registered Office, or at such other place as is specified in
accordance with these Articles for the deposit of instruments of
proxy, not less than 48 hours before the time appointed for holding
the meeting or adjourned meeting at which the right to vote is to be
exercised, and in default the right to vote shall not be exercisable.
59 CHAIRMAN'S CASTING VOTE
In the case of an equality of votes, either on a show of hands or on
a poll, the chairman of the meeting shall be entitled to a further or
casting vote in addition to any other vote he may have or be entitled
to exercise.
60 VOTING RESTRICTIONS ON AN OUTSTANDING CALL
Unless the Board decides otherwise, no member shall be entitled to be
present or vote at any meeting either personally or by proxy until he
has paid all calls due and payable on every share held by him whether
alone or jointly with any other person together with interest and
expenses (if any) to the Company.
61 PROXY INSTRUMENT
61.1 The appointment of a proxy shall be in any usual form or in any other
form which the Board may approve and, in the case of an instrument in
writing, shall be executed by the appointor or his attorney duly
authorised in writing. In the case of an instrument in writing, a
corporation may execute a form of proxy either under its common seal
(or in any other manner permitted by law and having the same effect
as if executed under seal) or under the hand of a duly authorised
officer, attorney or other person. If permitted by the Board, the
appointment of a proxy may be by electronic communication in such
manner and form and subject to such stipulations, conditions or
restrictions and require such evidence of valid execution as the
Board may require. A member may appoint more than one proxy to attend
on the same occasion, but only one proxy may be appointed in respect
of any one share. The appointment of a proxy shall not preclude a
member from attending and voting at the meeting or at any adjournment
of it. A proxy need not be a member of the Company. A form of proxy
shall, unless it provides to the contrary, be valid for any
adjournment of the meeting to which it relates.
61.2 Without limiting the foregoing, in relation to any shares which are
held in uncertificated form, the Directors 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 Directors may in addition prescribe the method of
30
determining the time at which any such properly authenticated
dematerialised instruction (and/or other instruction or notification)
is to be treated as received by the Company or such participant. The
Directors 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.
61.3 The appointment of a proxy and any authority under which it is
executed or a copy of the authority certified notarially in
accordance with the Powers of Attorney Act 1971 or in some other way
approved by the Board may:
(A) in the case of an instrument in writing be deposited at
the Registered Office or at such other place in the United
Kingdom as is specified in the notice convening the
meeting, or in any instrument of proxy sent out by the
Company in relation to the meeting, not less than 48 hours
before the time for holding the meeting or adjourned
meeting at which the person named in the instrument
proposes to vote; or
(B) in the case of an appointment contained in an electronic
communication, where an address has been specified for the
purpose of receiving electronic communications:
(1) in the notice convening the meeting; or
(2) in any instrument of proxy sent out by the
Company in relation to the meeting; or
(3) in any invitation contained in an electronic
communication to appoint a proxy issued by the
Company in relation to the meeting
be received at such address not less than 48 hours before
the time for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote;
(C) in the case of a poll taken more than 48 hours after it
was demanded, be deposited or received at the place
referred to in paragraph 61.3(A) or 61.3(B) (as
appropriate) of this Article after the poll has been
demanded and not less than 24 hours before the time
appointed for taking the poll; or
(D) where the poll is not taken forthwith but is taken not
more than 48 hours after it was demanded, be delivered at
the meeting to the chairman of the meeting, the Secretary
or any Director,
and an appointment of proxy which is not deposited, delivered or
received in a manner so permitted shall be invalid (unless the Board,
in its absolute discretion in relation to any such appointment,
waives any such requirement and decides to treat such appointment as
valid). The appointment of a proxy will not be valid after twelve
(12) months from its date or the date of its execution, except at an
adjourned meeting or on a poll demanded at a meeting or an adjourned
meeting in cases where the meeting was originally held within twelve
(12) months from such date.
31
61.4 When two or more valid but differing appointments of proxy are
delivered or received in respect of the same share for use at the
same meeting and in respect of the same matter, the one which is last
validly delivered or received (regardless of its date or of 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 appointment was last validly delivered or received,
none of them shall be treated as valid in respect of that share.
61.5 An appointment of proxy shall be deemed (unless the contrary is
stated in it) to confer authority to demand or join in demanding a
poll, and to vote, on a poll, on a resolution or a motion or an
amendment of a resolution put to, or other business which may
properly come before, the meeting or meetings for which it is given
or any adjournment of any such meeting, as the proxy thinks fit. Such
appointment shall not confer any further right to speak at the
meeting or to vote on a show of hands, except with the permission of
the chairman of the meeting.
61.6 The Board may at the expense of the Company send forms of appointment
of proxy to the members by post, by electronic communication or
otherwise (with or without provision for their return by pre-paid
post) for use at any general meeting or at any separate meeting of
the holders of any class of shares, either in blank or nominating as
proxy in the alternative any one or more of the Directors or any
other person. If for the purpose of any meeting invitations to
appoint as proxy a person or one of a number of persons specified in
the invitations are issued at the Company's expense, they shall be
issued to all (and not to some only) of the members entitled to be
sent notice of the meeting and to vote at it. The accidental omission
to send such a form of appointment or to give such an invitation to,
or the non-receipt of such form of appointment by, any member
entitled to attend and vote at a meeting shall not invalidate the
proceedings at that meeting.
61.7 Notwithstanding paragraph 61.6 of this Article, if a general meeting
is convened in accordance with Article 136, the Board may include a
form of proxy as an integral part of such advertisement. Such form of
proxy may invite members to appoint as proxy a person or one of a
number of persons specified therein, notwithstanding that such
advertisement or form of proxy is not received by or does not
otherwise come to the attention of any member. The proceedings at any
meeting so convened shall not be invalidated as a result of the
adoption of the foregoing procedure.
61.8 For the purposes of this Article the following expressions shall have
the following meanings:
"ADDRESS", in relation to electronic communications, includes any
number or address used for the purposes of such communications;
the terms "RELEVANT SYSTEM" and "PROPERLY AUTHENTICATED
DEMATERIALISED INSTRUCTION" shall have the meanings given in the
Uncertificated Securities Regulations;
the term "UNCERTIFICATED PROXY INSTRUCTION" means a properly
authenticated dematerialised instruction, and/or other instruction or
notification, which is sent by means of the relevant system concerned
and received by such participant in that system acting on behalf of
the Company as the Directors may prescribe, in such form and subject
32
to such terms and conditions as may from time to time be prescribed
by the Directors (subject always to the facilities and requirements
of the relevant system concerned).
62 TERMINATION OF PROXY OR CORPORATE AUTHORITY
A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the
death or mental disorder of the principal or previous termination of
the authority of the person voting or demanding a poll, unless notice
of the death, mental disorder or termination was received by the
Company at the Registered Office, or at such other place at which the
instrument of proxy was duly deposited, or, where the appointment of
proxy was contained in an electronic communication, at the address at
which such appointment was duly received, at least one hour before
the commencement of the meeting or adjourned meeting at which the
vote is given or the poll demanded or (in the case of a poll not
taken on the same day as the meeting or adjourned meeting) at least
one hour before the time appointed for taking the poll.
In this Article, "ADDRESS", in relation to electronic communications,
includes any number or address used for the purposes of such
communications.
63 CORPORATE REPRESENTATIVES
A corporation which is a member may, by resolution of its directors
or other governing body, authorise such person as it thinks fit to
act as its representative at any meeting of the Company or at any
separate meeting of the holders of any class of shares. Any person so
authorised shall be entitled to exercise the same powers on behalf of
the corporation (in respect of that part of the corporation's
holdings to which the authority relates) as the corporation could
exercise if it were an individual member. The corporation shall for
the purposes of these Articles be deemed to be present in person at
any such meeting if a person so authorised is present at it. All
references in these Articles to attendance and voting in person shall
be construed accordingly. A Director, the Secretary or some other
person authorised for the purpose by the Secretary may require the
representative to produce a certified copy of the resolution so
authorising him or such other evidence of his authority reasonably
satisfactory to such person before permitting him to exercise his
powers.
64 AMENDMENT TO RESOLUTIONS
64.1 If an amendment shall be proposed to any resolution but shall in good
faith be ruled out of order by the chairman of the meeting, any error
in such ruling shall not invalidate the proceedings on the
substantive resolution.
64.2 In the case of a resolution duly proposed as a special or
extraordinary resolution, no amendment to it (other than an amendment
to correct a patent error) may be considered or voted on and in the
case of a resolution duly proposed as an ordinary resolution no
amendment to it (other than an amendment to correct a patent error)
may be considered or voted on unless either at least 48 hours prior
to the time appointed for holding the meeting or adjourned meeting at
which such ordinary resolution is to be proposed notice in writing of
the terms of the amendment and intention to move it has been lodged
33
at the Registered Office or the chairman of the meeting in his
absolute discretion decides that it may be considered or voted on.
65 OBJECTION TO ERROR IN VOTING
No objection shall be raised to the qualification of any voter or to
the counting of, or failure to count, any vote, except at the meeting
or adjourned meeting at which the vote objected to is given or
tendered or at which the error occurs. Any such objection or error
shall be referred to the chairman of the meeting (whose decision
shall be final and conclusive), who shall not be obliged to take it
into account unless he considers it to be of sufficient magnitude to
affect the decision of the meeting. The chairman's decision on such
matters shall be final and binding on all concerned.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
66 NUMBER OF DIRECTORS
Unless and until otherwise determined by the Company by ordinary
resolution, the number of Directors (other than alternate Directors)
shall be not less than two in number. The Company may from time to
time by ordinary resolution fix a maximum number of directors and
from time to time vary that maximum number.
67 NO SHARE QUALIFICATION
A Director need not hold any shares.
68 COMPANY'S POWER TO APPOINT DIRECTORS
Subject to these 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 existing Directors, subject
to the total number of Directors not exceeding any maximum number
fixed by or in accordance with these Articles.
69 BOARD'S POWER TO APPOINT DIRECTORS
69.1 Without prejudice to the Company's power to appoint a person to be a
Director pursuant to these Articles, the Board shall have power at
any time to appoint any person who is willing to act as a Director,
either to fill a vacancy or as an addition to the existing Board,
subject to the total number of Directors not exceeding any maximum
number fixed by or in accordance with these Articles.
69.2 Any Director so appointed shall, if still a Director, retire at the
next annual general meeting after his appointment and be eligible to
stand for election as a Director at such meeting. Such person shall
not be taken into account in determining the number or identity of
Directors who are to retire by rotation at such meeting.
70 APPOINTMENT OF EXECUTIVE DIRECTORS
Subject to the Act, the Board may appoint one or more of its members
to an executive office or other position of employment with the
Company for such term (subject to the Act) and on any other
conditions the Board thinks fit. The Board may revoke, terminate or
34
vary the terms of any such appointment, without prejudice to a claim
for damages for breach of contract between the Director and the
Company.
71 ELIGIBILITY OF NEW DIRECTORS
No person, other than a Director retiring (by rotation or otherwise),
shall be appointed or re-appointed a Director at any general meeting
unless:
(A) he is recommended for appointment by the Board; or
(B) not less than 14 nor more than 35 days (inclusive of the
date on which the notice is given) before the date
appointed for the meeting, a notice executed by a member
(other than the person to be proposed) qualified to vote
at the meeting has been given to the Company at the
Registered Office of the intention to propose such person
for appointment or re-appointment, stating the particulars
which would, if he were so appointed or re-appointed, be
required to be included in the Company's register of
directors, accompanied by a notice executed by that person
of his willingness to be appointed or re-appointed.
72 ROTATIONAL RETIREMENT AT ANNUAL GENERAL MEETING
72.1 Each Director is subject to retirement by rotation in accordance with
this Article 72, subject to Articles 69.2 and 74.1.
72.2 At each annual general meeting one-third of the Directors who are
subject to retirement by rotation or, if their number is not three
nor a multiple of three, the number nearest to but not less than
one-third shall retire from office, subject to paragraph 72.3 of this
Article. If there are fewer than three Directors who are subject to
retirement by rotation, one of them shall retire from office at the
annual general meeting.
72.3 The Directors to retire by rotation on each occasion shall at least
include those of the Directors who held office at the time of the two
preceding annual general meetings and who did not retire by rotation
at either of them.
72.4 Subject to the Act and these Articles, the Directors to retire by
rotation at each annual general meeting shall be, so far as necessary
to obtain the number required, first, any Director who wishes to
retire and not offer himself for re-election and secondly, those
Directors who have been longest in office since their last
appointment or re-appointment. As between two or more Directors 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 by the composition of the Board at the
start of business seven days before the date of the notice convening
the annual general meeting notwithstanding any change in the number
or identity of the Directors after that time but before the close of
the meeting.
72.5 If the Board so decides, one or more other Directors selected by the
Board may also retire at an annual general meeting as if any such
other Director was also retiring by rotation at that meeting in
accordance with these Articles.
35
73 POSITION OF RETIRING DIRECTOR
73.1 A Director who retires at an annual general meeting (whether by
rotation or otherwise) may, if willing to act, be re-appointed. If he
is not re-appointed or deemed to have been re-appointed, he shall
retain office until the meeting appoints someone in his place or, if
it does not do so, until the end of the meeting.
73.2 At any 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 shall, if willing, be deemed to have been re-appointed
unless it is expressly resolved not to fill the vacancy or a
resolution for the re-appointment of the Director is put to the
meeting and lost or such Director has attained any retiring age
applicable to him as Director pursuant to the Act.
74 NO AGE LIMIT
74.1 No person shall be disqualified from being appointed or re-appointed
as a Director by reason of his attaining the age of seventy, but any
Director who reaches the age of seventy shall retire at the annual
general meeting immediately following his seventieth birthday and, if
willing to act, must seek re-appointment at that and each subsequent
annual general meeting.
74.2 It shall not be necessary to give special notice under the Statutes
of any resolution appointing, re-appointing or approving the
appointment of a Director by reason of his age.
74.3 Where a general meeting is convened at which a Director will be
proposed for appointment or re-appointment who, to the knowledge of
the Directors, will be seventy or more at the date of the meeting,
the Board shall give notice of his age in the notice convening the
meeting or in any document sent with it. The accidental omission to
give such notice shall not invalidate any proceedings at the meeting
or any appointment or re-appointment of such Director.
75 REMOVAL BY ORDINARY RESOLUTION
In addition to any power of removal under the Act, the Company may:
(A) by ordinary resolution of which special notice has been
given in accordance with section 379 of the Act remove any
Director before the expiration of his period of office,
but without prejudice to any claim for damages which he
may have for breach of any contract of service between him
and the Company; and
(B) by ordinary resolution appoint another person who is
willing to act to be a Director in his place (subject to
these Articles).
Any person so appointed shall be treated, for the purposes of
determining the time at which he or any other Director is to retire,
as if he had become a Director on the day on which the person in
whose place he is appointed was last appointed or re-appointed a
Director.
36
76 VACATION OF DIRECTOR'S OFFICE
76.1 Without prejudice to the provisions in these Articles for retirement
(by rotation or otherwise) the office of a Director shall be vacated
if:
(A) he resigns by notice in writing delivered to the Secretary
at the Registered Office or tendered at a Board meeting;
(B) he only held office as a Director for a fixed term and
such term expires;
(C) he ceases to be a Director by virtue of any provision of
the Act, is removed from office pursuant to these Articles
or the Act or becomes prohibited by law from being a
Director;
(D) he becomes bankrupt, has an interim receiving order made
against him, makes any arrangement or compounds with his
creditors generally or applies to the court for an interim
order in connection with a voluntary arrangement under any
legislation relating to insolvency;
(E) an order is made by any court of competent jurisdiction on
the ground (however formulated) of mental disorder for his
detention or for the appointment of a guardian or receiver
or other person to exercise powers with respect to his
property or affairs or he is admitted to hospital in
pursuance of an application for admission for treatment
under any legislation relating to mental health and the
Board resolves that his office be vacated;
(F) he is absent, without permission of the Board, from Board
meetings for six consecutive months (whether or not an
alternate Director attends in his place) and the Board
resolves that his office be vacated;
(G) he is removed from office by notice in writing from the
Secretary or any Director sent to him at his address as
shown in the Company's register of directors following a
resolution or other decision of not less than
three-quarters in number of all the other Directors
(without prejudice to any claim for damages which he may
have for breach of contract against the Company); or
(H) in the case of a Director who holds executive office, his
appointment to such office is terminated or expires and a
majority of all the other Directors resolve that his
office of director be vacated.
76.2 A resolution of the Board declaring a Director to have vacated office
pursuant to this Article shall be conclusive as to the fact and
grounds of vacation stated in the resolution.
ALTERNATE DIRECTORS
77 APPOINTMENT
77.1 A Director (other than an alternate Director) may appoint any other
Director or any person approved for that purpose by the Board and
willing to act, to be his alternate by notice in writing delivered to
37
the Secretary at the Registered Office, or in any other manner
approved by the Board.
77.2 The appointment of an alternate Director who is not already a
Director shall:
(A) require the approval of either a majority of the Directors
or the Board by way of a Board resolution; and
(B) not be effective until his consent to act as an alternate
Director in the form prescribed by the Statutes has been
received by the Secretary at the Registered Office.
77.3 An alternate Director need not hold a share qualification and shall
not be counted in reckoning any maximum or minimum number of
Directors allowed by these Articles.
78 RESPONSIBILITY
78.1 Every person acting as an alternate Director shall (except as regards
power to appoint and remuneration) be subject in all respects to the
provisons of these Articles and shall be an officer of the Company
78.2 An alternate Director shall alone be responsible to the Company for
his own acts and defaults and shall not be deemed to be the agent of
the Director appointing him.
79 PARTICIPATION AT BOARD MEETINGS
An alternate Director shall be entitled to receive notice of all
meetings of the Board and all committees of the Board of which his
appointor is a member in the same manner as set out in Article 99
and, in the absence from such meetings of his appointor, to attend
and vote at such meetings and to exercise all the powers, rights,
duties and authorities of his appointor (other than the power to
appoint an alternate Director). A Director acting as alternate
Director shall have a separate vote at Board meetings for each
Director for whom he acts as alternate Director, but he shall count
as only one for the purpose of determining whether a quorum is
present.
80 INTERESTS
An alternate Director shall be entitled to contract and be interested
in and benefit from contracts or arrangements with the Company and to
be repaid expenses and to be indemnified in the same way and to the
same extent as a Director. However, he shall not be entitled to
receive from the Company any fees for his services as alternate,
except only such part (if any) of the fee payable to his appointor as
such appointor may by notice in writing to the Company direct.
Subject to this Article, the Company shall pay to an alternate
Director such expenses as might properly have been paid to him if he
had been a Director.
81 TERMINATION OF APPOINTMENT
An alternate Director shall cease to be an alternate Director:
(A) if his appointor revokes his appointment by notice
delivered to the Secretary at the Registered Office or in
any other manner approved by the Board; or
38
(B) if his appointor ceases for any reason to be a Director,
provided that if any Director retires but is re-appointed
or deemed to be re-appointed at the same meeting, any
valid appointment of the alternate Director which was in
force immediately before his retirement shall remain in
force; or
(C) if any event happens in relation to him which, if he were
a Director, would cause his office as Director to be
vacated.
BOARD POWERS
82 BOARD POWERS
Subject to the Act, the Company's memorandum of association and these
Articles and as may be prescribed in general meeting of the Company,
the business of the Company shall be 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 these Articles nor any regulation made by the
Company in general meeting shall invalidate any prior act of the
Board which would have been valid if such alteration had not been
made or regulation had not been given. The provisions in these
Articles giving specific powers to the Board shall not limit the
general powers given by this Article.
83 DIRECTORS BELOW THE MINIMUM NUMBER
If the number of Directors is less than the minimum prescribed in
accordance with these Articles, the remaining Director or Directors
shall act only for the purposes of appointing an additional Director
or Directors to make up such minimum or of convening a general
meeting of the Company for the purpose of making such appointment. If
there are no Director or Directors able or willing to act, any two
members may summon a general meeting for the sole purpose of
appointing Directors. Any additional Director so appointed shall hold
office (subject to these Articles) only until the dissolution of the
annual general meeting next following such appointment unless he is
re-elected during such meeting.
84 DELEGATION TO 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 shall think fit. The Board may grant to a
Director 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 Director. The Board may at any time
revoke the delegation or alter its terms and conditions.
85 DELEGATION TO COMMITTEES
85.1 The Board may delegate any of its powers, authorities and discretions
(including, without limitation, those relating to the payment of
monies or other remuneration to, and the conferring of benefits on, a
Director) for such time and on such terms and conditions as it shall
think fit to a committee consisting of one or more Directors and (if
thought fit) one or more other persons. The Board may grant to the
committee the power to sub-delegate and may at any time revoke the
delegation or alter its terms and conditions or discharge the
39
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 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.
85.2 The Board's power under these Articles to delegate to a committee:
(A) includes (without limitation) the power to delegate the
determination of any fee, remuneration or other benefit to
be paid or provided to any Director; and
(B) is not limited by the fact that in some Articles but not
others express reference is made to particular powers
being exercised by the Board or by a committee.
86 LOCAL MANAGEMENT
The Board may establish local or divisional boards, agencies or
branch offices for managing the affairs of the Company in a specified
locality, either in the United Kingdom or elsewhere, and may appoint
persons to be members of a local or divisional board, agency or
branch office and may fix their remuneration. The Board may delegate
to a local or divisional board, agency or branch office any of its
powers, authorities and discretions for such time and on such terms
and conditions as it thinks fit. The Board may grant to such local or
divisional board, agency or branch office the power to sub-delegate,
may retain or exclude the right of the Board to exercise the
delegated powers, authorities or discretions collaterally with the
local or divisional board, agency or branch office and may authorise
the members of a local or divisional board, agency or branch (or any
of them) to fill a vacancy or to act despite a vacancy. The Board may
at any time revoke or alter the terms and conditions of the
appointment or delegation. Subject to the terms and conditions
imposed by the Board, the proceedings of a local or divisional board,
agency or branch office with two or more members are governed by
those Articles that regulate the proceedings of the Board, so far as
applicable.
87 DELEGATION TO AGENTS
The Board may, by power of attorney or otherwise, appoint a person to
be the agent of the Company and may delegate to such 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. 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.
88 EXERCISE OF VOTING POWER
The Board may exercise or cause to be exercised the voting power
conferred by shares in any other body corporate held or owned by the
Company, or any 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 any
Director as a director or other officer or employee of such company
40
or in favour of the payment of remuneration to the directors,
officers or employees of such company).
89 PROVISION FOR EMPLOYEES
The Board may exercise any power conferred on the Company by the Act
to make provision for the benefit of persons employed or formerly
employed by any member of the Group (or any member of his family or
any person who is dependent on him) in connection with the cessation
or the transfer to any person of the whole or part of the undertaking
of such member of the Group.
90 OVERSEAS REGISTERS
Subject to the Act and the Uncertificated Securities Regulations, the
Board may exercise the powers conferred on the Company with regard to
the keeping of an overseas branch, local or other register in
relation to members and may make and vary such regulations as it
thinks fit concerning the keeping of any such register.
91 ASSOCIATE DIRECTORS
The Board may appoint any person (not being a Director) to any office
or employment having a designation or title including the word
"DIRECTOR" or attach to any existing office or employment with the
Company such designation or title and may terminate any such
appointment or the use of such designation or title. The inclusion of
the word "DIRECTOR" in the designation or title of any such office or
employment shall not imply that such person is, or is deemed to be,
or is empowered in any respect to act as, a Director for any of the
purposes of the Act or these Articles.
92 POWERS OF BORROWING AND MORTGAGING
92.1 Subject to this Article and to the provisions of the Statutes, the
Board may exercise all the powers of the Company to borrow money, and
to mortgage or charge all or any part of the undertaking, property
and assets (present or future), and the uncalled capital of the
Company, and to issue debentures and other securities, whether
outright or a collateral security for any debt, liability or
obligation of the Company or of any third party.
92.2 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 subsidiaries so as to ensure (as
regards subsidiaries, to the extent possible by such exercise) that
the aggregate amount from time to time outstanding of all Monies
Borrowed by the Group and for the time being owing, subject as
hereinafter provided, to any person other than a member of the Group
less Cash and Liquid Resources does not at any time, without the
previous sanction of an ordinary resolution of the Company, exceed,
subject as provided below, an amount equal to three times the
Adjusted Equity Shareholders' Funds.
92.3 For the purpose of this Article the following expressions shall have
the following meanings:
"CASH AND LIQUID RESOURCES" means an amount equal to the aggregate
for the time being outstanding of all cash deposits with banks (not
being the Company or any subsidiary undertaking of the Company),
41
certificates of deposit and securities of governments and companies
and similar instruments owned by the Company and/or any subsidiary
undertaking of the Company which are or which represent amounts
available for repayment of any moneys borrowed falling to be taken
into account for the purpose of the limits contained in paragraphs
92.2 and 92.4(F) of this Article, but excluding:
(A) a proportion of the total amount for the time being
outstanding of cash deposits, certificates of deposit,
securities of governments or companies and similar
instruments owned by any partly owned subsidiary
undertaking which would otherwise fall to be included,
such proportion being that which the issued ordinary share
capital of such partly owned subsidiary undertaking which
is not for the time being beneficially owned directly or
indirectly by the Company bears to the whole of its issued
ordinary share capital;
(B) cash deposits of, and certificates of deposit and
securities of governments or companies and similar
instruments representing, any moneys referred to in
paragraph 92.4(G)(3) of this Article.
"ADJUSTED EQUITY SHAREHOLDERS' FUNDS" means, subject to the
qualification in paragraph 92.4(H) of this Article, a sum equal to
the aggregate of:-
(A) the amount paid up or credited as paid up on the issued
share capital of the Company; and
(B) the amount standing to the credit of the reserves of the
Group (including without limitation any share premium
account, capital redemption reserve, property revaluation
reserve and unappropriated balance of grants including,
without limitation, investment grants) after adding
thereto or deducting therefrom any balance standing to the
credit or debit of the profit and loss account of the
Group,
all based on the then latest published consolidation
balance sheet of the Group (whether contained in an annual
report and accounts, an interim report or a circular,
which has been sent by post to members of the Company) but
after:
(1) adding back to reserves amounts charged in
respect of any deferred tax liabilities and any
deficit relating to pensions and other post
retirement benefits, and deducting from
reserves amounts credited in respect of any
deferred tax assets and any surpluses relating
to pensions and other post retirement benefits;
(2) making such adjustments as may be appropriate
in respect of any variation in the amount of
such paid-up share capital or any such capital
and reserves subsequent to the relevant balance
sheet date, and so that for this purpose if any
issue or proposed issue of shares by a member
of the Group for cash has been underwritten
then such shares shall be deemed to have been
issued and the amount (including the premium)
of the subscription monies payable in respect
thereof (not being monies payable later than
six months after the date of allotment) shall
to the extent so underwritten be deemed to have
been paid up on the date when the issue of such
42
shares was underwritten (or, if such
underwriting was conditional, on the date when
it became unconditional);
(3) making such adjustments as may be appropriate
in respect of any distribution declared,
recommended or made by any member of the Group
(otherwise than attributable to a member of the
Group) out of profits earned up to and
including the date of the published
consolidated balance sheet of the Group to the
extent that such distribution is not provided
for in such balance sheet;
(4) making such adjustments as may be appropriate
in respect of any variation in the interests of
the Company in its subsidiaries since the date
of the published consolidated balance sheet of
the Group;
(5) making all such adjustments, if the calculation
is required for the purposes of or in
connection with a transaction under or in
connection with which any company is to become
or cease to be a subsidiary undertaking, as
would be appropriate if such transaction had
been carried into effect;
(6) excluding minority interests in subsidiaries;
and
Subject only to the next paragraph, the determination of
the Auditors as to the amount of the Adjusted Equity
Shareholders' Funds or as to the aggregate amount of monies
borrowed falling to be taken into account for the purposes
of, or as to compliance with, the foregoing limit at any
time shall be conclusive and binding on all concerned, and
for the purposes of their computation the Auditors may at
their discretion make such further adjustments as they
think fit.
For the purposes of this Article the Board may at any time
act in reliance on a bona fide estimate of the amount of
the Adjusted Equity Shareholders' Funds and if in
consequence the limit hereinbefore contained is
inadvertently exceeded, an amount borrowed equal to the
excess may be disregarded until the expiration of 122 days
after the date on which the Board became aware that such a
situation had or may have arisen.
Save as otherwise provided in this Article, the latest
published consolidated balance sheet of the Group whether
prepared on an historical cost or a current cost account
basis, or on any other generally accepted accounting
principles. shall be definitive for the purposes of
establishing the amount of Adjusted Equity Shareholders'
Funds.
92.4 For the purpose of the foregoing limit the following provisions shall
apply:
(A) Where the amount raised by the Company or any of its
subsidiaries by the issue of any debentures, debenture
stocks, loan stocks, bonds, notes or other indebtedness is
less than the nominal or principal amount thereof
(including for these purposes any fixed or minimum premium
payable on final redemption or repayment, but disregarding
43
the expenses of any such issue), the amount to be treated
as monies borrowed for the purpose of this Article shall,
so long as the nominal or principal amount of such monies
borrowed is not presently due and payable, be the nominal
or principal amount thereof (together with any fixed or
minimum premium payable on final redemption or repayment),
but after deducting therefrom the unexpired portion of any
discount applied to such amount in the published
consolidated balance sheet of the Group.
Any references in this Article to debentures or monies
borrowed, or to the nominal or principal amount thereof,
shall, accordingly, be read subject to the provisions of
this paragraph 92.4(A).
(B) "MONIES BORROWED" means amounts, subject as hereinafter
provided, to have been borrowed and to be outstanding as
monies borrowed (together with any fixed or minimum
premium payable on final redemption or repayment) by the
relevant member of the Group (but only to the extent that
the same would not otherwise fall to be taken into
account):
(1) the nominal or principal amount of any share
capital, debentures or monies borrowed from any
person or body whether corporate or
unincorporated, the beneficial interest of
which or the right to payment or repayment of
which is not for the time being owned by, and
the repayment of which is guaranteed or secured
by or is the subject of an indemnity given or
assumed by, any member of the Group;
(2) the principal amount raised by any member of
the Group by acceptances or other discounted
bills of exchange (not being acceptances or
other discounted bills of exchange in relation
to the purchase of goods in the ordinary course
of trading) or under any acceptance credit
opened on its behalf and in its favour by any
bank or accepting house;
(3) the principal amount for the time being owing
in respect of any debentures of any member of
the Group whether issued or incurred in whole
or in part for cash or otherwise which are not
for the time being beneficially owned within
the Group; and
(4) the nominal amount of any issued share capital
of any subsidiary undertaking of the Company
(not being equity share capital which as
regards capital has rights no more favourable
than those attached to its ordinary share
capital) not for the time being beneficially
owned by any member of the Group.
(C) Monies borrowed by any member of the Group from bankers or
others for the purpose of financing any contract up to an
amount not exceeding that part of the price receivable
under such contract which is guaranteed or insured by the
Export Credits Guarantee Department or any other
institution or organisation carrying on a similar business
in any part of the world shall be deemed not to be monies
borrowed.
44
(D) Monies borrowed (including share capital to which
paragraph 92.4(B)(4) of this Article applies) by a
partly-owned subsidiary undertaking of the Group (after
excluding any monies borrowed owing between members of the
Group) shall be deemed to be reduced by an amount equal to
the minority proportion (namely the proportion of the
issued equity share capital of such partly-owned
subsidiary undertaking which is not for the time being
beneficially owned within the Group) of such monies
borrowed (including such share capital as aforesaid).
Monies borrowed by a member of the Group from a
partly-owned subsidiary undertaking of the Group which
would fall to be excluded as being monies borrowed owing
between members of the Group shall nevertheless be
included to the extent of an amount equal to such minority
proportion of such monies borrowed.
(E) Monies borrowed shall not include any monies borrowed
which are for the time being deposited with any
governmental authority or body in any part of the world in
connection with import deposits or any similar
governmental scheme to the extent that the member of the
Group making such deposit retains its interest therein.
(F) Monies borrowed equal to the amount of borrowings of a
company which becomes a member of the Group after the date
hereof and which are outstanding at the date when such
company becomes such a member shall for the period of
twelve months from the date of such event be deemed not to
be monies borrowed for the purposes of the limit contained
in this Article, provided always that monies borrowed by
the Group (including monies otherwise excluded pursuant to
this sub-paragraph) shall not exceed an amount equal to
four times the Adjusted Equity Shareholders' Funds.
(G) For the avoidance of doubt it is hereby expressly provided
that for the purposes of the foregoing limit the following
sums shall, without limitation, be deemed not to be monies
borrowed of the Group:
(1) sums advanced or paid to any member of the
Group (or its agents or nominee) by customers
of any member of the Group as unexpended
customer receipts or progress payments pursuant
to any contract between such customer and a
member of the Group in relation thereto;
(2) sums which fall to be treated as monies
borrowed by any member of the Group by reason
only of any current statement of standard
accounting practice or other accounting
principle or practice; and
(3) monies held by any member of the Group whether
on deposit or current account or otherwise in
connection with any scheme for the benefit of
employees or their dependants.
(H) For the purpose of determining whether the limit imposed
by this Article has been exceeded on any particular day,
those reserves of the Group denominated in and the
principal amount of any borrowing expressed in or
calculated by reference to a currency other than sterling
shall be translated for the purpose of calculating the
sterling equivalent at the rate of exchange prevailing on
that day in London (and so that for this purpose the rate
45
of exchange shall be taken as the middle market rate as at
approximately 11.00 a.m. on the relevant day) provided
that if such limit is thereafter exceeded as a consequence
only of any changes in exchange rates there shall be
deemed to have been no breach of this Article unless and
until such limits shall, by reason only of such changes,
have been continuously exceeded for a period of one
hundred and eighty-two days from the time when such breach
came to the notice of the Company.
92.5 Notwithstanding the foregoing, no person dealing with the Company or
any of its subsidiaries shall be concerned to see or enquire whether
the limit imposed by the provisions of this Article is observed and
no debt incurred or security given in excess of such limits shall be
invalid or ineffectual unless the lender or the recipient of the
security had, at the time when the debt was incurred or the security
given, express actual notice that the said limit had been or would
thereby be exceeded.
DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS
93 FEES
The Company shall pay to the Directors (but not alternate Directors)
for their services as Directors such aggregate amount of fees as the
Board decides (not exceeding (pound)500,000 per annum or such larger
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 shall be
distinct from any salary, remuneration or other amount payable to him
pursuant to other provisions of these Articles and accrues from day
to day.
94 EXPENSES
A Director may also be paid all travelling, hotel and other expenses
properly incurred by him in connection with his attendance at
meetings of the Board or of committees of the Board or general
meetings or separate meetings of the holders of any class of shares
or otherwise in connection with the discharge of his duties as a
Director, including (without limitation) any professional fees
incurred by him (with the approval of the Board or in accordance with
any procedures stipulated by the Board) in taking independent
professional advice in connection with the discharge of such duties.
95 REMUNERATION OF EXECUTIVE DIRECTORS
The salary or 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 (including, for
the avoidance of doubt, by the Board acting through a duly authorised
Board committee), and may be in addition to or instead of a fee
payable to him for his services as Director pursuant to these
Articles.
96 SPECIAL 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 or
for the Company (including, without limitation, services as a
46
chairman, deputy, or vice-chairman of the Board, services as a member
of any Board committee and services which the Board considers to be
outside the scope of the ordinary duties of a Director) may be paid
such reasonable additional remuneration (whether by way of salary,
bonus, commission, percentage of profits or otherwise) and expenses
as the Board (including, for the avoidance of doubt, the Board acting
through a duly authorised Board committee) may decide.
97 PENSIONS AND OTHER BENEFITS
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, an officer or a director or an employee of
a company which is or was a member of the Group, a company which is
or was allied to or associated with the Company or with a member of
the Group or a predecessor in business of the Company or of a member
of the Group (and 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. A Director or former Director is entitled to receive
and retain for his own benefit any pension or other benefit provided
in accordance with this Article and is not obliged to account for it
to the Company.
DIRECTORS' PROCEEDINGS
98 BOARD MEETINGS
Subject to these Articles, the Board may regulate its proceedings as
it thinks fit.
99 NOTICE OF BOARD MEETINGS
A Director may, and the Secretary at the request of a Director shall,
call a meeting of the Board. Notice of a Board meeting shall be
deemed to be duly given to a Director if it is given to him
personally or by word of mouth or sent in writing to his last known
address, whether in the United Kingdom or overseas, given to the
Company by him for such purpose, or given by electronic
communications to an address for the time being notified to the
company by the Director. A Director may waive the requirement that
notice of any Board meeting be given to him, either prospectively or
retrospectively.
In this Article "ADDRESS", in relation to electronic communications,
includes any number or address used for the purposes of such
communications.
100 QUORUM
No business shall be transacted at any meeting of the Board unless a
quorum is present. The quorum may be fixed by the Board and unless so
fixed at any other number shall be two. An alternate Director who is
not himself a Director shall, if his appointor is not present, be
counted in the quorum. A duly convened Board meeting at which a
47
quorum is present shall be competent to exercise any and all of the
authorities, discretions and powers vested in or exercisable by the
Board.
101 TELEPHONE PARTICIPATION
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 conferencing or any other 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 shall be deemed to be present in
person at the meeting and shall be counted in a quorum and entitled
to vote. Subject to the Statutes, all business transacted in this way
by the Board or a committee of the Board shall be deemed for the
purposes of the Articles to be validly and effectively transacted at
a meeting of the Board or a committee of the Board even if one
Director only is physically present at any one place. The meeting
shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the
chairman of the meeting then is.
102 BOARD CHAIRMAN
The Board may appoint any Director to be, and may remove, a chairman,
deputy or vice-chairman of the Board. The chairman or, in his
absence, the deputy or vice-chairman, shall preside at all Board
meetings. If there is no chairman, deputy or vice-chairman, or if at
a Board meeting the chairman, deputy or vice-chairman is not present
within five minutes after the time appointed for the meeting, or if
none of them are willing to act as chairman, the Directors present
may choose any Director present to be chairman of the meeting.
103 VOTING
Questions arising at a meeting shall be decided by a majority of
votes. In the case of an equality of votes, the chairman shall have a
second or casting vote.
104 WRITTEN RESOLUTIONS
104.1 A resolution in writing executed by all the Directors for the time
being entitled to receive notice of a Board meeting and in number not
being less than a quorum, or by all the members of a committee of the
Board for the time being entitled to receive notice of the meetings
of such committee and in number not being less than a quorum of such
committee, shall be as valid and effective for all purposes as a
resolution duly passed at a meeting of the Board (or committee, as
the case may be).
104.2 Such a resolution:
(A) may consist of several documents in the same form each
executed by one or more of the Directors or members of the
relevant committee, including executions evidenced by
facsimile transmission;
(B) need not be signed by an alternate Director if it is
signed by his appointor;
(C) if signed by an alternate Director, need not also be
signed by his appointor; and
48
(D) to be effective, need not be signed by a Director who is
prohibited by these Articles from voting on it, or by his
alternate.
105 COMMITTEE PROCEEDINGS
Proceedings of committees of the Board shall be conducted in
accordance with regulations prescribed by the Board (if any). Subject
to those regulations, such proceedings shall be conducted in
accordance with applicable provisions of these Articles regulating
the proceedings of the Board. Where the Board resolves to delegate
any of its powers, authorities and discretions to a committee and
such resolution states that the committee shall consist of any one or
more named Directors, it shall not be necessary to give notice of a
meeting of such committee to any Directors other than the Director or
Directors who form the committee.
106 MINUTES
106.1 The Board shall cause minutes to be made of:
(A) all appointments of officers and committees made by the
Board and of any such officer's remuneration; and
(B) the names of Directors present at every meeting of the
Board, a committee of the Board, the Company or the
holders of any class of shares or debentures, and all
orders, resolutions and proceedings of such meetings.
106.2 Any such minutes, 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 or the Secretary, shall be prima facie
evidence of the matters stated in them.
107 VALIDITY OF PROCEEDINGS
All acts done in good faith by a meeting of the Board, or of a
committee of the Board, or by a person acting as a Director, an
alternate Director or a committee member shall, notwithstanding that
it may be discovered afterwards that there was a defect in the
appointment of any person so acting or that any of them were
disqualified from holding office, or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director,
alternate Director or committee member and entitled to vote.
INTERESTS OF DIRECTORS
108 PERMITTED INTERESTS
Subject to the Statutes and compliance with Article 109, a Director,
notwithstanding his office:
(A) may enter into or otherwise be interested in any contract,
arrangement, transaction or proposal with the Company or
in which the Company is otherwise interested, either in
connection with his tenure of any office or place of
profit or as vendor, purchaser or otherwise;
49
(B) may hold any other office or place of profit under the
Company (except that of auditor) in conjunction with the
office of Director and may act by himself or through his
firm in a professional capacity for the Company, and in
any such case on such terms as to remuneration and
otherwise as the Board may arrange, either in addition to
or in lieu of any remuneration provided for by any other
Article;
(C) may be a director or other officer of, or employed by, or
a party to any contract, arrangement, transaction or
proposal with or otherwise interested in, any body
corporate promoted by the Company or in which the Company
is otherwise interested or as regards which the Company
has any powers of appointment; and
(D) shall not be liable to account to the Company for any
profit, remuneration or other benefit realised by any such
office, employment, contract, arrangement, transaction or
proposal,
and no such contract, arrangement, transaction or proposal shall be
avoided on the grounds of any such interest or benefit.
109 DISCLOSURE OF INTERESTS TO BOARD
A Director who is in any way (directly or indirectly) interested in
any contract or arrangement or any other 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 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 so interested. For the purposes of
this Article 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 any contract, arrangement or proposal in
which a specified person or class of persons is interested shall be
deemed to be a sufficient disclosure under this Article in relation
to such contract, arrangement or proposal of the nature and extent so
specified.
110 INTERESTED DIRECTOR NOT TO VOTE OR COUNT FOR QUORUM
A Director shall not vote on, or be counted in the quorum in relation
to, any resolution of the Board or of a committee of the Board
concerning any contract or arrangement or any other 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 interests in shares or debentures or other securities
of, or otherwise in or through, the Company), other than a
resolution:
(A) relating to the giving of any security, guarantee or
indemnity to him in respect of money lent or obligations
incurred by him or by any other person at the request of
or for the benefit of a member of the Group;
(B) relating to the giving of any security, guarantee or
indemnity in respect of a debt or obligation of a member
of the Group for which he himself has assumed
responsibility in whole or in part under a guarantee or
indemnity or by the giving of security;
50
(C) relating to, or in the context of, an offer of securities
by a member of the Group in which he is or may be entitled
to participate as a holder of securities or in the
underwriting or sub-underwriting of which he is to
participate;
(D) relating to another company in which he does not have to
his knowledge 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, or the voting rights in, such company;
(E) relating to an arrangement for the benefit of employees of
any member of the Group which does not award him any
privilege or benefit not generally awarded to the
employees to whom such arrangement relates;
(F) relating to any proposal concerning the adoption,
modification or operation of a superannuation fund or
retirement, death or disability benefits scheme under
which he may benefit and which has been approved by or is
subject to and conditional upon approval by the Board of
Inland Revenue for taxation purposes; or
(G) concerning insurance which the Company proposes to
maintain or purchase for the benefit of Directors or for
the benefit of persons including Directors.
111 DIRECTOR'S INTEREST IN OWN APPOINTMENT
A Director shall not vote or be counted in the quorum on any
resolution of the Board or committee of the Board concerning his own
appointment (including fixing or varying or recommending the terms of
his appointment or its termination) as a holder of any office or
place of profit with the Company or any body corporate in which the
Company is interested. Where proposals are under consideration
concerning the appointment (including fixing or varying or
recommending the terms of appointment or the termination thereof) of
two or more Directors to offices or places of profit with the Company
or any body corporate in which the Company is interested, such
proposals may be divided and a separate resolution considered in
relation to each Director. In such case each of the Directors
concerned (if not debarred from voting under these Articles) shall be
entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment.
112 CONCLUSIVE RULINGS ON DIRECTORS' INTERESTS
112.1 If any question arises at any meeting as to the materiality of the
interest of a Director (other than the chairman of the meeting) or as
to the entitlement of any Director (other than the chairman) to vote
or be counted in the quorum and such question is not resolved by his
voluntarily agreeing to abstain from voting or being counted in the
quorum, such question shall be referred to the chairman of the
meeting. The chairman's ruling in relation to such Director shall be
conclusive and binding on all concerned (except in a case where the
nature or extent of the interest of such Director, as known to him,
has not been adequately disclosed to the meeting).
112.2 If any question arises at any meeting as to the materiality of the
interest of the chairman of the meeting or as to his entitlement to
vote or be counted in the quorum and such question is not resolved by
his voluntarily agreeing to abstain from voting or being counted in
51
the quorum, such question shall be decided by a resolution of the
Directors or committee members present at the meeting (excluding the
chairman), whose majority vote shall be conclusive and binding on all
concerned (except in a case where the nature or extent of the
interest of such chairman, as known to him, has not been adequately
disclosed to the meeting).
113 CONNECTED PERSONS
For the purposes of the provisions of these Articles concerning a
Director's interests in relation to the Company, the interest of a
person who is for the purposes of the Act connected (within the
meaning of section 346 of the Act) with a Director shall be (if known
by the Director to be an interest of any such connected person)
treated as the interest of the Director and, in relation to an
alternate Director, the interest of his appointor shall be 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.
114 SUSPENSION OR RELAXATION OF PROVISIONS CONCERNING DIRECTORS'
INTERESTS
Subject to the Act and to any relevant requirements of (to the extent
applicable) the Listing Rules and/or the London Stock Exchange, the
Company may by ordinary resolution suspend, vary or relax any
provision in these Articles concerning a Director's interests in
relation to the Company, either generally or in respect of any
particular matter, or ratify any contract, arrangement or other
proposal not authorised by reason of a contravention of any such
provision.
SECRETARY
115 SECRETARY
115.1 Subject to the Act, the Secretary may only be appointed and removed
by the Board. The Board may appoint one or more persons to be a
joint, deputy or assistant Secretary on such terms and conditions as
it thinks fit.
115.2 Any provision of the Statutes or of these Articles requiring or
authorising a thing to be done by or to a Director and the Secretary
shall not be satisfied by its being done by or to the same person
acting both as a Director and as, or in the place of, the Secretary.
SEALS AND DOCUMENT AUTHENTICATION
116 APPLICATION OF SEAL
116.1 Any Seal may be used only by the authority of the Board or of a
committee of the Board. The Board may decide who is to sign an
instrument to which the Seal is to be applied either generally or in
relation to a particular instrument or type of instrument. The Board
may decide, either generally or in a particular case, that a
signature may be dispensed with or applied by mechanical or other
means. Unless otherwise decided by the Board:
52
(A) share certificates and certificates issued in respect of
debentures or other securities to which the Seal is
affixed (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
(B) every other instrument to which the Seal is affixed shall
be signed by one Director and by the Secretary or a second
Director.
116.2 Every share certificate or share warrant shall be issued either under
the Seal (which may be applied to it or printed on by mechanical or
other means), or in such other manner as the Board, having regard to
the terms of issue, the Act and (to the extent applicable) the
Listing Rules and/or the London Stock Exchange, may authorise. All
references in these Articles to the Seal shall be construed in
relation to share certificates and share warrants accordingly.
117 OFFICIAL SEAL FOR USE ABROAD
The Company may exercise the powers conferred by the Act with regard
to having an official seal for use abroad, and those powers shall be
vested in the Board.
118 DIRECTORS OR SECRETARY TO AUTHENTICATE OR CERTIFY
A Director or the Secretary or any person appointed by the Board for
the purpose may authenticate any documents relating to the
constitution of the Company (including the memorandum of association
and these Articles) and any resolutions passed by the Company or
holders of a class of shares or the Board or any committee of the
Board and any books, records, documents and accounts relating to the
business of the Company, and may certify copies of or extracts from
any such items as true copies or extracts.
DIVIDENDS AND OTHER PAYMENTS
119 DECLARATION
Subject to the Act and these Articles, the Company may by ordinary
resolution declare a dividend to be paid to members according to
their respective rights and interests in the profits of the Company.
No such dividend shall exceed the amount recommended by the Board.
120 INTERIM DIVIDENDS
Subject to the Statutes, the Board may pay such interim dividends
(including any dividend payable at a fixed rate) as appears to the
Board to be justified by the profits of the Company available for
distribution. If at any time the share capital is divided into
different classes, the Board may pay such interim dividends on shares
which rank after shares conferring preferential rights with regard to
dividend as well as on shares conferring preferential rights, unless
at the time of payment any preferential dividend is in arrears. If
the Board acts in good faith, it shall not incur any liability to the
holders of shares conferring preferential rights for any loss that
they may suffer by the lawful payment of an interim dividend on any
shares ranking after those with preferential rights.
53
121 ENTITLEMENT TO DIVIDENDS
121.1 Except as otherwise provided by these Articles or the rights attached
to shares:
(A) a dividend shall be declared and paid according to the
amounts paid up (otherwise than in advance of calls) on
the nominal value of the shares on which the dividend is
paid; and
(B) dividends shall be apportioned and paid proportionately to
the amounts paid up on the nominal value of the shares
during any portion or portions of the period in respect of
which the dividend is paid, but if any share is issued on
terms that it shall rank for dividend as from a particular
date, it shall rank for dividend accordingly.
121.2 Except as otherwise provided by these Articles or the rights attached
to shares:
(A) a dividend may be paid in any currency or currencies
decided by the Board; and
(B) the Company may agree with a member that any dividend
declared or which may become due in one currency will be
paid to the member in another currency,
for which purpose the Board may use any relevant exchange rate
current at any time as the Board may select for the purpose of
calculating the amount of any member's entitlement to the dividend.
122 PAYMENT METHODS
122.1 The Company may pay a dividend, interest or other amount payable in
respect of a share by any method which the Board considers
appropriate, including by cheque, warrant or money order or by a bank
or other funds transfer system or (in respect of any uncertificated
share) through the Uncertificated System in accordance with any
authority given to the Company to do so (whether in writing, through
the Uncertificated System or otherwise) by or on behalf of the member
in a form or in a manner satisfactory to the Board. Any joint holder
or other person jointly entitled to a share may give an effective
receipt for a dividend, interest or other amount paid in respect of
such share.
122.2 The Company may send a cheque, warrant or money order by post:
(A) in the case of a sole holder, to his registered address;
(B) in the case of joint holders, to the registered address of
the person whose name stands first in the Register of
Members;
(C) 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 (Notice to Persons Entitled by
Transmission); or
(D) in any case, to a person and address that the person or
persons entitled to the payment may in writing direct.
54
122.3 Every cheque, warrant or money order shall be sent at the risk of the
person or persons entitled to the payment and shall be made payable
to the order of the person or persons entitled or to such other
person or persons as the person or persons entitled may in writing
direct. The payment of the cheque, warrant or money order shall be a
good discharge to the Company. If payment is made by a bank or other
funds transfer or through the Uncertificated System, the Company
shall not be responsible for amounts lost or delayed in the course of
transfer. If payment is made by or on behalf of the Company through
the Uncertificated System:
(A) the Company shall not be responsible for any default in
accounting for such payment to the member or other person
entitled to such payment by a bank or other financial
intermediary of which the member or other person is a
customer for settlement purposes in connection with the
Uncertificated System; and
(B) the making of such payment in accordance with any relevant
authority referred to in paragraph 122.1 of this Article
shall be a good discharge to the Company.
122.4 The Board may:
(A) lay down procedures for making any payments in respect of
uncertificated shares through the Uncertificated System;
(B) allow any holder of uncertificated shares to elect to
receive or not to receive any such payment through the
Uncertificated System; and
(C) lay down procedures to enable any such holder to make,
vary or revoke any such election.
122.5 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 entitlement that the Board may
reasonably require.
123 DEDUCTIONS
The Board may deduct from any dividend or other amounts payable to
any person in respect of a share all such sums as may be due from him
to the Company on account of calls or otherwise in relation to any
shares.
124 INTEREST
No dividend or other money payable in respect of a share shall bear
interest against the Company, unless otherwise provided by the rights
attached to the share.
125 UNCLAIMED DIVIDENDS
All unclaimed dividends or other monies 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. The payment of
any unclaimed dividend or other amount payable by the Company in
respect of a share into a separate account shall not constitute the
Company a trustee in respect of it. Any dividend unclaimed after a
55
period of twelve (12) years from the date the dividend became due for
payment shall be forfeited and shall revert to the Company.
126 UNCASHED DIVIDENDS
If, in respect of a dividend or other amount payable in respect of a
share:
(A) a cheque, warrant or money order is returned undelivered
or left uncashed; or
(B) a transfer made by or through a bank transfer system
and/or other funds transfer system(s) (including, without
limitation, the Uncertificated System in relation to any
uncertificated shares) fails or is not accepted,
on two consecutive occasions, or one occasion and reasonable
enquiries have failed to establish another address or account of the
person entitled to the payment, the Company shall not be obliged to
send or transfer a dividend or other amount payable in respect of
such share to such person until he notifies the Company of an address
or account to be used for such purpose.
127 DIVIDENDS IN KIND
A general meeting declaring a dividend may, upon the recommendation
of the Board, direct that it shall be satisfied wholly or partly by
the distribution of assets (including, without limitation, paid up
shares or securities of any other body corporate). Where any
difficulty arises concerning such distribution, the Board may settle
it as it thinks fit. In particular (without limitation), the Board
may:
(A) issue fractional certificates or ignore fractions;
(B) fix the value for distribution of any assets, and may
determine that cash shall be paid to any member on the
footing of the value so fixed in order to adjust the
rights of members; and
(C) vest any assets in trustees on trust for the persons
entitled to the dividend.
128 SCRIP DIVIDENDS
128.1 The Board may, with the prior authority of an ordinary resolution and
subject to such terms and conditions as the Board may determine,
offer any holders of shares or any class of shares the right to elect
to receive shares or any class of shares, credited as fully paid,
instead of cash in respect of the whole (or some part, to be
determined by the Board) of any dividend specified by the ordinary
resolution, or to elect to invest such cash in paying up in full or
by instalments any unpaid or partly paid shares or any class of
shares held by them on such terms as may be determined by the Board,
subject to the Act and to the provisions of this Article.
128.2 An ordinary resolution under paragraph 128.1 of this Article may
specify a particular dividend (whether or not declared), or may
specify all or any dividends declared within a specified period, but
such period may not end later than the beginning of the fifth annual
general meeting next following the date of the meeting at which the
ordinary resolution is passed.
56
128.3 The entitlement of each holder of shares or any class of shares to
new shares shall be such that the relevant value of the entitlement
shall be the cash amount, disregarding any tax credit, (or as near to
such cash amount as the Board considers appropriate) that such holder
would have received by way of dividend. For this purpose, "RELEVANT
VALUE" shall be calculated by reference to the average of the middle
market quotations for the shares or any class of shares on the London
Stock Exchange as derived from the London Stock Exchange Daily
Official List for the day on which the shares are first quoted "EX"
the relevant dividend and the four subsequent dealing days, or in
such other manner as may be determined by or in accordance with the
ordinary resolution. A written confirmation or report by the Auditors
as to the amount of the relevant value in respect of any dividend
shall be conclusive evidence of that amount.
128.4 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 ordinary resolution referred to in
paragraph 128.1 of this Article), including (without limitation):
(A) the giving of notice to holders of the right of election
offered to them;
(B) the provision of forms of election and/or a facility and a
procedure for making elections through the Uncertificated
System (whether in respect of a particular dividend or
dividends generally);
(C) determination of the procedure for making and revoking
elections;
(D) 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;
(E) 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); and
(F) the exclusion from any offer of any holders of shares or
any class of shares where the Board considers that the
making of the offer to them would or might involve the
contravention of the laws of any territory or that for any
other reason the offer should not be made to them.
128.5 The dividend (or that part of the dividend in respect of which a
right of election has been offered) shall not be payable on shares or
any class of shares in respect of which a valid election has been
made ("THE ELECTED SHARES"). Instead additional shares shall be
allotted to the holders of the elected Shares on the basis of
allotment determined under this Article. For such purpose, the Board
may capitalise out of any amount for the time being standing to the
credit of any reserve or fund of the Company (including any 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 additional shares to be allotted
on that basis and apply it in paying up in full the appropriate
number of unissued shares for allotment and distribution to the
holders of the elected Shares on that basis.
57
128.6 The additional shares when allotted shall rank pari passu in all
respects with the fully paid shares in issue on the record date for
the dividend in respect of which the right of election has been
offered, except that they will not rank for any dividend or other
entitlement which has been declared, paid or made by reference to
such record date.
128.7 The Board may:
(A) do all acts and things which it considers necessary or
expedient to give effect to any such capitalisation, and
may authorise any person to enter on behalf of all the
members interested into an agreement with the Company
providing for such capitalisation and incidental matters
and any agreement so made shall be binding on all
concerned;
(B) establish and vary a procedure for election mandates in
respect of future rights of election and determine that
every duly effected election in respect of any shares or
any class of shares shall be binding on every successor in
title to the holder of such shares; and
(C) terminate, suspend or amend any offer of the right to
elect to receive shares in lieu of any cash dividend at
any time and generally implement any scheme in relation to
any such offer on such terms and conditions as the Board
may from time to time determine and take such other action
as the Board may deem necessary or desirable from time to
time in respect of any such scheme.
129 RESERVES
The Board may set aside out of the profits of the Company and carry
to reserve such sums as it thinks fit. Such sums standing to reserve
may be applied, at the Board's discretion, for any purpose to which
the profits of the Company may properly be applied and, pending such
application, may either be employed in the business of the Company or
be invested in such investments as the Board thinks fit. The Board
may divide the reserve into such special funds as it thinks fit and
may consolidate into one fund any special funds or any parts of any
special funds into which the reserve may have been divided as it
thinks fit. The Board may also carry forward any profits without
placing them to reserve.
130 CAPITALISATION OF PROFITS AND RESERVES
The Board may, with the authority of an ordinary resolution:
(A) subject to this Article, resolve to capitalise any
undistributed profits of the Company not required for
paying any preferential dividend (whether or not available
for distribution) or any sum standing to the credit of any
reserve or fund of the Company (including any share
premium account, capital redemption reserve and profit and
loss account), whether or not available for distribution;
(B) appropriate the sum resolved to be capitalised to the
holders of shares or any class of shares in proportion to
the nominal amounts of the shares (whether or not fully
paid) held by them respectively which would entitle them
to participate in a distribution of that sum if the shares
were fully paid and the sum were then distributable and
58
were distributed by way of dividend and apply such sum on
their behalf either in or towards paying up the amounts,
if any, unpaid on any shares held by them respectively, or
in paying up in full unissued shares or debentures of the
Company of a nominal amount equal to that sum, and allot
the shares or debentures credited as fully paid to those
holders of shares or as the Board may direct, in those
proportions, or partly in one way and partly in the other,
but so that the share premium account, the capital
redemption reserve and any profits or reserves 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;
(C) resolve that any shares so allotted to any member in
respect of a holding by him of any partly paid shares
shall, so long as such shares remain partly paid, rank for
dividend only to the extent that such partly paid shares
rank for dividend;
(D) make such provision by the issue of fractional
certificates (or by ignoring fractions or by accruing the
benefit of fractions to the Company rather than to the
holders concerned) or by payment in cash or otherwise as
the Board may determine in the case of shares or
debentures becoming distributable in fractions;
(E) vest any shares or debentures to which persons are
entitled as trustees upon such trust for the benefit of
the persons entitled to share in the appropriation and
distribution as may seem just and expedient to the Board;
(F) authorise any person to enter on behalf of all the members
concerned into an agreement with the Company providing for
either:
(1) the allotment to them respectively, credited as
fully paid, of any further shares or debentures
to which they are entitled upon such
capitalisation; or
(2) the payment up by the Company on behalf of such
members by the application thereto of their
respective proportions of the reserves or
profits resolved to be capitalised, of the
amounts or any part of the amounts remaining
unpaid on their existing shares,
and so that any such agreement shall be binding on all
such members; and
(G) generally do all acts and things required to give effect
to such resolution.
RECORD DATES
131 BOARD TO FIX DATE
Notwithstanding any other provision of these Articles but without
prejudice to the rights attached to any shares and subject to the Act
and Article 135.4 the Company or the Board may fix any date ("THE
RECORD DATE") as the date at the close of business (or such other
time as the Board may decide) on which persons registered as the
holders of shares or other securities shall be entitled to receive
any dividend, distribution, interest, allotment, issue, notice,
information, document or circular. A record date may be on or at any
59
time before any date on which such item is paid, made, given or
served or (in the case of any dividend, distribution, interest,
allotment or issue) after any date on which such item is recommended,
resolved, declared or announced.
ACCOUNTS
132 ACCESS TO ACCOUNTING RECORDS
No member (other than an officer of the Company) shall have any right
of inspecting any accounting record or other document of the Company
unless he is authorised to do so by statute, by order of the court,
by the Board or by an ordinary resolution.
133 DISTRIBUTION OF ANNUAL ACCOUNTS
133.1 In respect of each financial year, a copy of the Company's annual
accounts, Directors' report and Auditors' report on those accounts
(or such documents which may be required or permitted by the Statutes
to be sent in their place) shall be sent by post or delivered or
given, using electronic communications to an address for the time
being notified to the Company by the member, to every member, every
holder of debentures, and every other person who is entitled to
receive notices of general meetings, in each case 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 Act. This Article
does not require copies of such documents to be sent or delivered or
given to a person who is not entitled to receive notices of general
meetings and of whose address the Company is unaware or to more than
one of the joint holders of shares or debentures.
133.2 Where permitted in accordance with the Statutes, the Company may send
a summary financial statement to any member instead of or in addition
to the documents referred to in paragraph 133.1 of this Article.
In this Article, "ADDRESS", in relation to electronic communications,
includes any number or address used for the purposes of such
communications.
NOTICES
134 FORMS OF NOTICES
Any notice to be given to or by any person pursuant to these Articles
(other than a notice calling a meeting of the Directors) shall be in
writing or shall be given using electronic communications to an
address for the time being notified for that purpose to the person
giving the notice, except that a notice to a holder of any
uncertificated shares or given in respect of any such shares may be
given electronically through the Uncertificated System (if permitted
by, and subject to, the facilities and requirements of the
Uncertificated System and subject to compliance with any relevant
requirements of the Listing Rules and/or the London Stock Exchange).
In this Article "ADDRESS", in relation to electronic communications,
includes any number or address used for the purposes of such
communications.
60
135 SERVICE ON MEMBERS
135.1 A notice or other document may be given by the Company to any member
either personally or by sending it by post in a pre-paid envelope
addressed to such member at his registered address or by leaving it
at that address or by giving it using electronic communications to an
address for the time being notified to the Company by the member, or
by any other means authorised in writing by the member concerned or
(in the case of a notice to a member holding uncertificated shares)
by transmitting the notice through the Uncertificated System.
135.2 In the case of joint holders of a share, all notices and documents
shall be given to the person whose name stands first in the Register
of Members in respect of that share. Notice so given shall be
sufficient notice to all the joint holders.
135.3 If a member (or, in the case of joint holders, the person first named
in the Register of Members) has a registered address outside the
United Kingdom but has given to the Company an address in the United
Kingdom at which notices may be given to him or has an address which
is registered on an overseas branch register or has an address to
which notices may be sent using electronic communications, he shall
be entitled to have notices or documents given to him at that
address. Otherwise no such member (including any such joint holder)
shall be entitled to receive any notice or other document from the
Company.
135.4 Any notice or other document to be given to a member may be given by
reference to the Register of Members as it stands at any time within
the period of 21 days before the day that the notice is given or
(where and as applicable) within any other period permitted by, or in
accordance with the requirements of, (to the extent applicable) the
Listing Rules and/or the London Stock Exchange, the Act and the
Uncertificated Securities Regulations. No change in the Register of
Members after that time shall invalidate the giving of such notice or
document or require the Company to give such item to any other
person.
135.5 If on three consecutive occasions notices or other documents have
been sent through the post to any member at his registered address or
his address for the service of notices but have been returned
undelivered, such member shall not be entitled to be sent notices or
other documents by the Company until he shall have communicated with
the Company and supplied in writing a new registered address for the
service of notices.
135.6 If on three consecutive occasions notices, notifications or other
documents have been sent using electronic communications to an
address for the time being notified to the Company by the member and
the Company becomes aware that there has been a failure of
transmission, the Company shall revert to giving notices,
notifications and other documents to the member by post or by any
other means authorised in writing by the member concerned. Such
member shall not be entitled to receive notices, notifications or
other documents from the Company using electronic communications
until he shall have notified the Company in writing of a new address
to which notices, notifications or other documents may be sent using
electronic communications.
61
136 NOTICES BY ADVERTISEMENT
136.1 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 through the post, any such meeting
may be convened by notice advertised once in at least one national
newspaper published in the country in which the Company's registered
office is located. The Company shall send a copy of the notice to
members by post if at least six clear days before the meeting the
posting of notices to addresses throughout the United Kingdom again
becomes practicable.
136.2 Any notice to be given by the Company to the members or any of them,
and not otherwise provided for by these Articles, shall be
sufficiently given if given by advertisement in at least one national
newspaper published in the country in which the Company's registered
office is located.
136.3 Any notice given by advertisement in accordance with this Article
shall be deemed to have been served at noon on the day on which the
advertisement first appears.
137 EVIDENCE OF GIVING NOTICE
137.1 (A) A notice, notification or other document addressed to a
member at his registered address or address for giving
notice in the United Kingdom shall be, if sent by post,
deemed to have been given at the time 24 hours after
posting if pre-paid as first class post and at the time 48
hours after posting if pre-paid as second class post. In
proving that notice has been given it shall be sufficient
to prove that the envelope containing the notice or
document was properly addressed, pre-paid and posted.
(B) A notice, notification or other document addressed to a
member at an address to which notices may be sent using
electronic communications shall be, if sent by electronic
communications, deemed to have been given at the
expiration of 48 hours after the time it was sent. Proof
that a notice or notification 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.
137.2 A notice or document not sent by post but:
(A) left at a registered address or address for giving notice
in the United Kingdom shall be deemed to be given on the
day it is left; and
(B) given through the Uncertificated System shall be deemed to
be given when the Company or any system-participant (as
defined in the Uncertificated Securities Regulations) or
other relevant person acting on the Company's behalf sends
the relevant issuer-instruction (as defined in the
Uncertificated Securities Regulations) or other relevant
message in respect of such notice.
137.3 A member present either in person or by proxy, or in the case of a
corporate member by a duly authorised representative, at any meeting
of the Company or of the holders of any class of shares shall be
deemed to have received due notice of such meeting and, where
required, of the purposes for which it was called.
62
138 NOTICE BINDING ON TRANSFEREES
A person who becomes entitled to a share by transfer, transmission or
otherwise shall be bound by any notice in respect of that share
(other than a notice given by the Company under section 212 of the
Act) which, before his name is entered in the Register of Members,
has been given to the person from whom he derives his title.
139 NOTICE TO PERSONS ENTITLED BY TRANSMISSION
A notice or other document may be given by the Company to a person
entitled by transmission to a share in consequence of the death or
bankruptcy of a member or otherwise by sending or delivering it in
any manner authorised by these Articles for the giving of notice to a
member, addressed to that person by name, or by the title of
representative of the deceased or trustee of the bankrupt or by any
similar or equivalent description, at the address, if any, in the
United Kingdom or to the address to which notices may be sent using
electronic communications supplied for that purpose by the person
claiming to be so entitled. Until such an address has been supplied,
a notice, notification or other document may be given in any manner
in which it might have been given if the event giving rise to the
transmission had not occurred. The giving of notice in accordance
with this Article shall be sufficient notice to all other persons
interested in the share.
In this Article, "ADDRESS", in relation to electronic communications,
includes any number or address used for the purposes of such
communications.
DOCUMENT DESTRUCTION
140 DOCUMENT DESTRUCTION
140.1 The Company may destroy:
(A) any share certificate or other evidence of title to shares
which has been cancelled at any time after one year from
the date of such cancellation;
(B) any mandate for the payment of dividends or other amounts
or any variation or cancellation of such mandate or any
other instruction concerning the payment of monies or any
notification of change of name or address at any time
after two years from the date such mandate, variation,
cancellation or notification was recorded by the Company;
(C) any instrument or other evidence of transfer of shares or
renunciation of an allotment of shares which has been
registered at any time after six years from the date of
registration; and
(D) any other document on the basis of which an 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,
and the Company may destroy any such document earlier than the
relevant date, provided that a permanent record of the document is
made (on microfilm, computer disc or otherwise) which is not
destroyed before that date.
63
140.2 It shall be conclusively presumed in favour of the Company that every
entry in the Register of Members purporting to have been made on the
basis of a document destroyed in accordance with this Article was
duly and properly made, that every instrument of transfer so
destroyed was duly registered, that every share certificate so
destroyed was valid and was duly cancelled and that every other
document so destroyed was valid and effective in accordance with the
recorded particulars in the records of the Company, provided that:
(A) this Article shall apply only to the destruction of a
document in good faith and without express notice of any
claim (regardless of the parties to it) to which the
document might be relevant;
(B) nothing in this Article imposes on the Company any
liability in respect of the destruction of any such
document otherwise than as provided for in this Article
which would not attach to the Company in the absence of
this Article; and
140.3 references in this Article to the destruction of any document include
references to the disposal of it in any manner.
ELECTRONIC COMMUNICATION
141 ELECTRONIC COMMUNICATION
141.1 Notwithstanding anything in these Articles to the contrary, but
subject to the Statutes, any notice or other document to be given or
sent to any person by the Company is also to be treated as given or
sent where:
(A) the Company and that person have agreed that any notice or
other document required to be given or sent to that person
may instead be accessed by him on a specified web site;
(B) the meeting (in the case of a notice of meeting) or other
document (in any other case) is one to which that
agreement applies;
(C) that person is notified, in a manner for the time being
agreed between him and the Company, of the publication of
the notice or (as the case may be) other document on a web
site, the address of that web site and the place on that
web site where the notice or (as the case may be) other
document may be accessed and how it may be accessed;
(D) in the case of a notice of meeting, such notice of meeting
is published in accordance with Article 141.3 and the
notification referred to in Article 141.1(C) states that
it concerns a notice of a company meeting served in
accordance with the Act, specifies the place, date and
time of the meeting and states whether the meeting is to
be an annual or extraordinary general meeting; and
(E) in the case of a document referred to in section 238 of
the Act, and in the case of a document comprising a
summary financial statement referred to in section 251 of
the Act, such document is published in accordance with
Article 141.3;
64
141.2 A notice of meeting or other document treated as being given or sent
shall be treated as so given or sent, as the case may be, at the time
of the notification mentioned in Article 141.1(C).
141.3 Where a notice of meeting or other document is required by Articles
141.1(D) and 141.1(E) to be published in accordance with this Article
141.3 it shall be treated as so published only if:
(A) in the case of a notice of meeting, the notice is
published on the web site throughout the period beginning
with the giving of the notification referred to in Article
141.1(C) and
(B) in the case of a document referred to in Article 141.1(E),
the document is published on the web site throughout the
period beginning at least 21 days before the date of the
relevant meeting and ending with the conclusion of the
meeting and the notification referred to in Article
141.1(C) is given not less than 21 days before the date of
the meeting.
141.4 Nothing in Article 141.3 shall invalidate the proceedings of the
meeting where the notice or other document is published for a part,
but not all, of the period mentioned in Article 141.3(A) or, as the
case may be, Article 141.3(B) and the failure to publish the notice
or other document throughout that period is wholly attributable to
circumstances which it would not be reasonable to have expected the
Company to prevent or avoid.
141.5 The Board may from time to time make such arrangements or regulations
(if any) as they may from time to time in their absolute discretion
think fit in relation to the giving of notices, notifications or
other documents by electronic communication by or to the Company and
otherwise for the purpose of implementing and/or supplementing the
provision of these Articles and the Statutes in relation to
electronic communication and such arrangements and regulations (as
the case may be) shall have the same effect as if set out in this
Article.
WINDING UP
142 DIVISION OF ASSETS
142.1 On a winding up of the Company, the Company's assets available for
distribution shall be divided among the members in proportion to the
nominal amounts of capital paid up or credited as paid up on the
shares held by them, subject to the terms of issue of or rights
attached to any shares.
142.2 On a winding up of the Company (whether voluntary, under supervision
or by the Court) 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. 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 such 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
65
consent an asset to which there is attached a liability or potential
liability for the owner.
142.3 If any division made pursuant to paragraphs 142.1 and 142.2 of this
Article is made otherwise than in accordance with the existing rights
of the members, every member shall have the same right of dissent and
other ancillary rights as if the division had been sanctioned by a
special resolution passed in accordance with section 582 of the Act.
INDEMNITY
143 RIGHT TO INDEMNITY
Subject to the Act, but without prejudice to any indemnity to which
he may be otherwise entitled, every Director, alternate Director,
Secretary or other officer of the Company (excluding the Auditors,
unless and to the extent that the Board determines otherwise) and
every employee or agent of the Company shall be entitled to be
indemnified out of the assets of the Company against all costs,
charges, losses, damages and liabilities incurred by him in the
actual or purported execution or discharge of his duties or exercise
of his powers or otherwise in relation to such duties, including
(without limitation) any liability incurred in defending any
proceedings (whether civil or criminal) which relate to anything done
or omitted or alleged to have been done or omitted by him as an
officer or employee of the Company and in which judgment is given in
his favour or in which he is acquitted or in connection with any
application in which relief is granted to him by any court of
competent jurisdiction or which are otherwise disposed of without any
finding or admission of any material breach of duty on his part.
144 POWER TO INSURE
Subject to the Act, the Board may purchase and maintain insurance at
the expense of the Company for the benefit of any person who is or
was at any time a Director, alternate Director, Secretary or other
officer or employee of any body corporate which is a member of the
Group or in which the Company has an interest whether direct or
indirect or who is or was at any time a trustee of any pension fund
or employee benefits trust in which any employee of any such body
corporate is or has been interested indemnifying such person against
any liability which may attach to him or loss or expenditure which he
may incur in relation to anything done or alleged to have been done
or omitted to be done as a Director, alternate Director, Secretary,
officer, employee or trustee.
66