TIDMNTEA
RNS Number : 1417M
Northern Electric PLC
18 May 2010
PROPOSED NEW ARTICLES OF ASSOCIATION
The following document, disseminated pursuant to DTR 6.1.2, comprises the
proposed new articles of association of Northern Electric plc, which will be put
before shareholders at the Annual General Meeting on 22 June 2010.
Pursuant to LR 9.6.1, two copies of the document have been submitted to the UK
Listing Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. No. 020 7066 8224
Enquiries:
John Elliott 0191 223 5103
THE COMPANIES ACT 1985 TO 2006
A PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
NORTHERN ELECTRIC plc
1. The Company's name is "Northern Electric plc".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and
Wales.
WE, the subscribers to this memorandum of association, wish to be formed into a
company pursuant to this memorandum and we agree to take the number of shares
shown opposite our respective names.
Names and addresses Number of
shares
of subscribers
taken by each
subscriber
Mark Andrew Higson One
2
Staleys Road
Borough Green
Kent TN15 8RR
David Frederick Pascho One
25
Derwent Road
Whitton
Twickenham
Middlesex TW2 7HQ
Dated 9 March 1989
Witness to the above signatures:- B G
Johnson
161 Wessex Drive
Erith
Kent
DA8 3AH
Civil
Servant
THE COMPANIES ACTS 1985 TO 2006
A PUBLIC COMPANY LIMITED BY
SHARES
ARTICLES OF ASSOCIATION
OF
NORTHERN ELECTRIC plc
(adopted by special resolution passed on 22 June 2010).
PRELIMINARY
1. (1) In these articles the following words bear the following
meanings -
+-----------------------+--------------------------+
| "the Act" | subject to paragraph (3) |
| | below, means the |
| | Companies Act 2006; |
+-----------------------+--------------------------+
| "these articles" | means the articles of |
| | the Company; |
+-----------------------+--------------------------+
| "clear days" | in relation to the |
| | period of a notice, |
| | means that period |
| | excluding the day when |
| | the notice is given or |
| | deemed to be given and |
| | the day for which it is |
| | given or on which it is |
| | to take effect; |
+-----------------------+--------------------------+
| "financial | means a recognised |
| institution" | clearing house or a |
| | nominee of a recognised |
| | clearing house or of a |
| | recognised investment |
| | exchange who is |
| | designated as mentioned |
| | in section 778 of the |
| | Act; |
+-----------------------+--------------------------+
| "the Group" | means the Company and |
| | any subsidiary or |
| | subsidiaries of the |
| | Company; |
+-----------------------+--------------------------+
| "holder" | in relation to shares, |
| | means the member whose |
| | name is entered in the |
| | Register as the holder |
| | of the shares; |
+-----------------------+--------------------------+
| "Office" | means the registered |
| | office of the Company; |
+-----------------------+--------------------------+
| "Preference Shares" | means the Preference |
| | Shares of 1p each as |
| | more particularly |
| | described in article 10; |
+-----------------------+--------------------------+
| "Register" | means the register of |
| | members to be kept |
| | pursuant to section 113 |
| | of the Act; |
+-----------------------+--------------------------+
| "the seal" | means any common seal of |
| | the Company and any |
| | official seal kept by |
| | the Company by virtue of |
| | section 50 of the Act, |
| | or either of them as the |
| | case may require; |
+-----------------------+--------------------------+
| "secretary" | means any person |
| | appointed by the |
| | directors to perform the |
| | duties of the secretary |
| | of the Company, |
| | including a joint, |
| | assistant or deputy |
| | secretary; |
+-----------------------+--------------------------+
| "The Stock Exchange" | means London Stock |
| | Exchange plc; |
+-----------------------+--------------------------+
| "the United Kingdom" | means Great Britain and |
| | Northern Ireland. |
+-----------------------+--------------------------+
(2) Save as aforesaid and unless the context otherwise requires, words or
expressions contained in these articles bear the same meaning as in the Act.
(3) A reference to any statute or provision of a statute includes a
reference to any statutory modification or re-enactment of it from time to time
in force.
(4) Unless the context otherwise requires -
(a) words in the singular include the plural, and vice versa;
(b) words importing any gender include all genders;
(c) a reference to a person includes a reference to a body corporate and
to an unincorporated body of persons;
(d) a reference to execution shall include any mode of execution and the
word "executed" shall be construed accordingly.
(5) References to writing include references to typewriting, printing,
lithography, photography and any other modes of representing or reproducing
words in a legible and non-transitory form.
2. The regulations contained in Table A in the schedule to the Companies
(Table A to F) Regulations 1985 do not apply to the Company.
LIABILITY OF MEMBERS
3. The liability of the members is limited to the amount, if any, unpaid
on the shares held by them.
SHARE CAPITAL
4. Subject to the provisions of the Act -
(a) the directors may allot, grant options over or otherwise dispose of
the shares in the Company to such persons and on such terms as the directors
think fit;
(b) shares may be issued on the terms that they are, or are to be liable,
to be redeemed at the option of the Company or the holder on such terms and in
such manner as may be provided by these articles.
5. Subject to the provisions of the Act and without prejudice to any
rights attached to any existing shares, any share may be issued with such rights
or restrictions as the Company may by ordinary resolution determine (or, if the
Company does not so determine, as the directors may determine).
6. The Company may exercise the powers of paying commissions conferred
by the Act. Subject to the provisions of the Act, any such commission may be
satisfied by the payment of cash or by the allotment of fully or partly paid
shares or partly in one way and partly in the other.
7. Except as required by law, no person shall be recognised by the
Company as holding any share upon 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 to the entirety of it in the
holder.
VARIATION OF RIGHTS
8. Subject to the provisions of the Act, if at any time the capital of
the Company is divided into different classes of shares, the rights attached to
any class may be varied, either while the Company is a going concern or during
or in contemplation of a winding up -
(a) in such manner (if any) as may be provided by those rights; or
(b) in the absence of any such provision, with the consent in writing of
the holders of three-quarters in nominal value of the issued shares of that
class, or with the sanction of a special resolution passed at a separate meeting
of the holders of the shares of that class,
but not otherwise. To every such separate meeting the provisions of these
articles relating to general meetings shall apply, except that -
(a) the necessary quorum at any such meeting other than an adjourned
meeting shall be two persons together holding or representing by proxy at least
one-third in nominal value of the issued shares of the class in question and at
an adjourned meeting shall be one person holding shares of the class in question
or his proxy; and
(b) any holder of shares of the class in question present in person or by
proxy may demand a poll.
9. Unless otherwise expressly provided by the rights attached to any
shares, those rights -
(a) shall be deemed to be varied by the reduction of the capital paid up
on those shares and by the creation or issue of further shares ranking in
priority for payment of a dividend in respect of capital or which confer on the
holders voting rights more favourable than those conferred by the
first-mentioned shares;
(b) shall otherwise be deemed not to be varied by the creation or issue
of further shares ranking pari passu with or subsequent to the first-mentioned
shares; and
(c) shall be deemed not to be varied by the purchase by the Company of
any of its own shares.
PREFERENCE SHARES
10. (1) (a) Out of the profits of the Company available for
distribution and resolved to be distributed, the holders of the Preference
Shares shall be entitled in priority to any payment of dividend to the holders
of any other class of shares (other than any Further Preference Shares referred
to in paragraph (6) below) to be paid a fixed cumulative preferential dividend
("preferential dividend") at such rate per share per annum as shall be
determined by the directors at the time of the allotment thereof, such dividend
to be paid half-yearly in equal instalments on 31 March and 30 September (or, if
any such date shall be a Saturday, Sunday or public holiday in England, on the
first business day following such date without any interest or payment in
respect of such delay) ("fixed dividend dates") in each year in respect of the
half-years ending on those respective dates save that if the first fixed
dividend date after the allotment of the Preference Shares is a date less than
30 days after the date of allotment of the Preference Shares then the first
dividend will be paid on the second fixed dividend date after the date of
allotment of the Preference Shares in respect of the period from the date of
allotment of the Preference Shares to such second fixed dividend date.
(b) Payments of preferential dividends on the Preference Shares shall be
made to holders on the register at any date selected by the directors being not
more than 42 days prior to the relevant fixed dividend date. Without prejudice
to the rights of the holders of the Preference Shares hereunder any amount not
so paid (whether because of an insufficiency of profits, a failure to resolve
upon their distribution or otherwise) shall (and notwithstanding any other
provisions contained herein) become payable out of profits of the Company
available for distribution without any resolution of the directors or of the
Company in general meeting on the next fixed dividend date in priority to the
preferential dividend payable on that date. The holders of the Preference
Shares shall not be entitled to any further right of participation in the
profits of the Company.
(2) On a return of capital on a winding-up or (other than on a purchase
of shares or capitalisation issue) otherwise, the holders of the Preference
Shares shall be entitled in priority to any payment to the holders of any other
class of shares (other than any Further Preference Shares referred to in
paragraph 6 below) to the repayment of a sum equal to the nominal capital paid
up or credited as paid up on the Preference Shares held by them respectively
together with the sum of 99p per Preference Share held by them respectively and
a sum equal to all arrears and accruals (if any) of the preferential dividend
irrespective of whether or not such dividend has been declared or earned or
become due and payable, to be calculated (on the basis of a 365/6 day year and
the actual number of days elapsed) down to and including the date of
commencement of the winding-up (in the case of a winding-up) or the return of
capital (in any other case). The holders of the Preference Shares shall not be
entitled to any further or other right of participation in the assets of the
Company. If, on a return of capital on a winding-up or otherwise, the amounts
available for payment are insufficient to cover in full the amounts payable on
the Preference Shares, then the holders of such shares will share rateably in
the distribution of surplus assets (if any) in proportion to the full respective
preferential amounts to which they are entitled.
(3) The holders of the Preference Shares shall, by virtue of
and in respect of their holdings of Preference Shares, have the right to receive
notice of, attend and speak at any general meeting of the Company, but shall not
be entitled to vote at any such meeting unless:
(i) at the date of the notice convening such
meeting the preferential dividend on such shares is six months or more in
arrears (and so that for this purpose the preferential dividend shall be deemed
to be payable on the dates and in respect of the periods specified in paragraph
1 above); or
(ii) if a resolution is to be proposed
abrogating, varying or modifying any of the rights or privileges of the holders
of the Preference Shares, or for the winding-up of the Company, in which case
they shall only be entitled to vote on such resolution.
(4) (a) If at any time the Secretary of State (as defined under
the public electricity supply licence (the "Licence") granted to the Company by
the Secretary of State for Energy under the Electricity Act 1989) gives the
Company notice in writing of the revocation of the Licence (provided that the
giving of notice pursuant to paragraph 3 of Part 1 of the Licence shall not for
this purpose be deemed to constitute the revocation of the Licence) then the
Company shall, subject to the provisions of the Act, redeem all, but not some
only, of the Preference Shares on a date (the "Redemption Date") being a date
not less than 30 days nor more than 60 days from the date on which the Company
receives such notice. Within 14 days of the date on which the Company receives
such notice the Company shall give notice in writing to the holders of
Preference Shares (the "Redemption Notice") as hereinafter provided.
(b) There shall be paid by the Company on each Preference Share so
redeemed, in pounds sterling, the aggregate of:
(i) the nominal amount thereof;
(ii) a sum equal to all arrears and accruals (if any) of the said
preferential dividend irrespective of whether or not such dividend has been
declared or become due and payable to be calculated (on the basis of a 365/6 day
year and the actual number of days elapsed) down to and including the Redemption
Date; and
(iii) the sum of 99p,
such aggregated amounts being hereinafter referred to as the "Redemption
Amount".
(c) Any Redemption Notice shall specify the Redemption Date and the
Redemption Amount (specifying the amount of such arrears and accruals per share
to be included therein and stating that dividends on the Preference Shares to be
redeemed will cease to accrue on the Redemption Date), and shall state the place
or places at which certificates for such Preference Shares are to be presented
and surrendered for redemption and payment of the Redemption Amount is to be
effected. Upon the Redemption Date, the Company shall redeem the Preference
Shares subject to the provisions of this paragraph 4 and of the Act. No defect
in the Redemption Notice or in the giving thereof shall affect the validity of
the redemption proceedings.
(d) Payments in respect of the amount due on redemption of the Preference
Shares shall be made by sterling cheque drawn on a bank in the City of London or
upon the request of the holder or joint holders not later than the date
specified for the purpose in the Redemption Notice by transfer to a sterling
account maintained by the payee with a bank in the City of London. Such payment
will be made against presentation and surrender of the relative certificate or,
if the relative certificate has been lost or destroyed, an appropriate indemnity
in a form satisfactory to the directors at the place or one of the places
specified in the Redemption Notice, provided that the directors may determine
that presentation and surrender of certificates shall not be required in which
event each certificate shall be void and of no effect as from the date of
payment of the amount due on the redemption of the registered Preference Shares
to which the certificate relates. All payments in respect of the Redemption
Amount will in all respects be subject to any applicable fiscal or other laws.
(e) As from the Redemption Date the preferential dividend on the
Preference Shares shall cease to accrue except on any such Preference Share in
respect of which, upon the due surrender of the relative certificate or, if the
relative certificate has been lost or destroyed, an appropriate indemnity in a
form satisfactory to the directors, payment of the Redemption Amount due on the
Redemption Date shall be improperly withheld or refused, in which case the
preferential dividend on such Preference Share shall be deemed to have continued
and shall accordingly continue to accrue and be payable from the Redemption Date
to the date of payment of the Redemption Amount. The Preference Shares shall
not be treated as having been redeemed until the Redemption Amount in question
together with any accrued dividend thereon shall have been paid.
(f) The receipt by the holder for the time being of any Preference Share
(or in the case of joint holders the receipt by any one of them) in respect of
the moneys payable on redemption of such Preference Share shall constitute an
absolute discharge to the Company in respect thereof.
(g) On the redemption of the Preference Shares the notional amounts of
such shares comprised in the capital of the Company may thereafter be divided
into, and reclassified as, ordinary shares without any further resolution or
consent.
(h) The Company shall not be entitled or obliged to redeem the Preference
Shares in any circumstances other than those referred to in sub-paragraph 4(a)
above.
(5) Subject to the provisions of the Act, the Company may at any time
purchase Preference Shares (1) in the market, or (2) by tender (available alike
to all holders of Preference Shares), or (3) by private treaty, in each case at
a price and upon such other terms and conditions as the directors may think fit.
The Company may exercise its rights and powers of purchase as regards the
Preference Shares and any Further Preference Shares which may be issued pursuant
to paragraph (6) of this article (not being a series which is identical and
forms a single series with the Preference Shares) at its sole discretion and
without obligation to maintain the ratio between the nominal amounts for the
time being outstanding of any series. On the purchase of any Preference Shares,
the nominal amounts of such shares comprised in the capital of the Company may
thereafter be divided into, and reclassified as, ordinary shares without any
further resolution or consent.
(6) (a) The Company may from time to time create and issue further
preference shares (in this article called "Further Preference Shares") ranking
as regards participation in the profits and assets of the Company pari passu
with (but not in priority to) the Preference Shares. Subject to the preceding
sentence, any such Further Preference Shares may either carry rights and
restrictions as regards participation in the profits and assets of the Company
which are identical in all respects with the Preference Shares or with any other
series of Further Preference Shares or rights and restrictions differing
therefrom in any respect including but without prejudice to the generality of
the foregoing in that:
(i) the rate and/or the basis of calculation of the dividend may differ;
(ii) the Further Preference Shares may rank for dividend as from such
date as may be provided by the terms of issue thereof and the dates for payment
of dividend may differ;
(iii) subject to (iv) below, a premium may be payable on a return of
capital or there may be no such premium;
(iv) the Further Preference Shares may be redeemable on such terms and
conditions as may be prescribed by the terms of the issue thereof and/or these
articles provided that the amount payable in respect of such Further Preference
Shares on a winding-up or other return on capital (including redemption) shall
not exceed the amount paid on the subscription of such shares (together with any
arrears, deficiency or accrual of dividends) or may be non-redeemable;
(v) the Further Preference Shares may be convertible into ordinary shares
or any other class of shares which constitutes equity share capital ranking as
regards participation in the profits or assets of the Company after the Further
Preference Shares.
(b) The creation and issue by the Company of ordinary shares shall not be
deemed to be a variation of the rights attached to the Preference Shares.
SHARE CERTIFICATES
11. (1) Every holder of shares (other than a financial institution
in respect of whom the Company is not required by law to complete and have ready
a certificate) shall be entitled without payment to one certificate for all the
shares of each class held by him (and, upon transferring a part of his holding
of shares of any class, to a certificate for the balance of that holding) or,
upon payment for every certificate after the first of such reasonable sum as the
directors may determine, to several certificates each for one or more of his
shares. Every certificate shall be under the seal and shall specify the number,
class and distinguishing numbers (if any) of the shares to which it relates and
the amount or respective amounts paid up on them. The Company shall not be bound
to issue more than one certificate for shares held jointly by several persons
and delivery of a certificate to one joint holder shall be a sufficient delivery
to all of them.
(2) If a share certificate is defaced, worn out, lost or destroyed, it
may be renewed on such terms (if any) as to evidence and indemnity and payment
of any exceptional out of pocket expenses incurred by the Company in
investigating evidence as the directors may determine but otherwise free of
charge, and (in the case of defacement or wearing-out) on delivery up of the old
certificate.
(3) Nothing in these articles shall prevent title to any securities of
the Company from being evidenced and transferred without a written instrument in
accordance with the Act and any regulations made thereunder and the directors
shall have power to implement such procedures as they may think fit and as may
accord with that Act and any regulations made thereunder for recording and
transferring title to securities and for the regulation of those procedures and
the persons responsible -for or involved in their operation.
LIEN
12. The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all amounts (whether presently payable or not)
payable at a fixed time or called in respect of that share. The directors may
declare any share to be wholly or in part exempt from the provisions of this
article. The Company's lien on a share shall extend to all amounts payable in
respect of it.
13. The Company may sell, in such manner as the directors determine, any
share on which the Company has a lien if an amount in respect of which the lien
exists is presently payable and is not paid within fourteen clear days after
notice has been given to the holder of the share, or the person entitled to it
in consequence of the death or bankruptcy of the holder or otherwise by
operation of law, demanding payment and stating that if the notice is not
complied with the shares may be sold.
14. To give effect to the sale the directors may authorise some person to
execute an instrument of transfer of the share sold to, or in accordance with
the directions of, the purchaser. The title of the transferee to the share shall
not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
15. The net proceeds of the sale, after payment of the costs, shall be
applied in payment of so much of the amount for which the lien exists as is
presently payable, and any residue shall (upon surrender to the Company for
cancellation of the certificate for the share sold and subject to a like lien
for any amount not presently payable as existed upon the share before the sale)
be paid to the person entitled to the share immediately prior to the sale.
CALLS ON SHARES AND FORFEITURE
16. Subject to the terms of allotment, the directors may make calls upon
the members in respect of any amounts unpaid on their shares (whether in respect
of nominal value or premium) and each member shall (subject to receiving at
least fourteen clear days' notice specifying when and where payment is to be
made) pay to the Company as required by the notice the amount called on his
shares. A call may be required to be paid by instalments. A call may, before
receipt by the Company of an amount due under it, be revoked in whole or in part
and payment of a call may be postponed in whole or in part. A person upon whom
a call is made shall remain liable for calls made upon him notwithstanding the
subsequent transfer of the shares in respect of which the call was made.
17. A call shall be deemed to have been made at the time when the
resolution of the directors authorising the call was passed.
18. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect of it.
19. If a call remains unpaid after it has become due and payable the
person from whom it is due shall pay interest on the amount unpaid, from the day
it became due and payable until it is paid at the rate fixed by the terms of
allotment of the shares in question or in the notice of the call or, if no rate
is fixed, at the appropriate rate (as defined by the Act) and together with all
costs, charges and expenses that may have been incurred by the Company by reason
of such non-payment but the directors may waive payment of the interest or such
costs, charges or expenses wholly or in part.
20. An amount payable in respect of a share on allotment or at any fixed
date, whether in respect of nominal value or premium or as an instalment of a
call, shall be deemed to be a call and if it is not paid these articles shall
apply as if that sum had become due and payable by virtue of a call.
21. Subject to the terms of allotment, the directors may differentiate
between the holders in the amounts and times of payment of calls on their
shares.
22. The directors may receive from any member willing to advance it all or
any part of the amount unpaid on the shares held by him (beyond the sums
actually called up) as a payment in advance of calls, and such payment shall, to
the extent of it, extinguish the liability on the shares in respect of which it
is advanced. The Company may pay interest on the amount so received, or so much
of it as exceeds the sums called up on the shares in respect of which it has
been received, at such rate as the member and the directors agree.
23. If a call remains unpaid after it has become due and payable the
directors may give to the person from whom it is due not less than fourteen
clear days' notice requiring payment of the amount unpaid together with any
interest which may have accrued and all costs, charges and expenses incurred by
the Company by reason of such non-payment. The notice shall name the place
where payment is to be made and shall state 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 directors and the forfeiture shall include all
amounts payable in respect of the forfeited shares and not paid before the
forfeiture.
24. Subject to the provisions of the Act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the
holder or to any other person and, at any time before the disposition, the
forfeiture may be cancelled on such terms as the directors determine. Where for
the purposes of its disposal a forfeited share is to be transferred to any
person, the directors may authorise someone to execute an instrument of transfer
of the share to that person.
25. A person any of whose shares have been forfeited shall cease to be a
member in respect of them and shall surrender to the Company for cancellation
the certificate for the shares forfeited but shall remain liable to the Company
for all amounts which at the date of forfeiture were presently payable by him to
the Company in respect of those shares with interest at the rate at which
interest was payable on those amounts before the forfeiture or, if no interest
was so payable, at the appropriate rate (as defined in the Act) from the date of
forfeiture until payment, but the directors may waive payment wholly or in part
or enforce payment without any allowance for the value of the shares at the time
of forfeiture or for any consideration received on their disposal.
26. 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 as against all persons claiming to be entitled to the share and the
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the share
is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.
TRANSFER OF SHARES
27. Except as may be provided by any procedures implemented pursuant to
article 11(3) above, the instrument of transfer of a share may be in any usual
form or in any other form which the directors approve and shall be executed by
or on behalf of the transferor and, where the share is not fully paid, by or on
behalf of the transferee.
28. The directors may, refuse to register the transfer of a share which is
not fully paid or over which the Company has a lien. They may also decline to
recognise an instrument of transfer unless the instrument of transfer -
(a) is lodged, duly stamped (if stampable), at the Office or at such
other place as the directors may appoint and (except in the case of a transfer
by a financial institution where a certificate has not been issued in respect of
the share) is accompanied by the certificate for the share to which it relates
and such other evidence as the directors may reasonably require to show the
right of the transferor to make the transfer;
(b) is in respect of only one class of share; and
(c) is in favour of not more than four transferees.
29. No fee shall be charged for the registration of any instrument of
transfer or other document relating to or affecting the title to any share.
30. The Company shall be entitled to retain any instrument of transfer
which is registered, but any instrument of transfer which the directors refuse
to register shall (except in the case of fraud) be returned to the person
lodging it when notice of the refusal is given.
31. Nothing in these articles shall preclude the directors -
(a) from recognising a renunciation of the allotment of any share by the
allottee in favour of some other person; or
(b) if empowered by these articles to authorise any person to execute an
instrument of transfer of a share, from authorising any person to transfer that
share in accordance with any procedures implemented pursuant to article 11(3)
above.
DESTRUCTION OF DOCUMENTS
32. (1) The Company may destroy -
(a) any instrument of transfer, after six years from the date on which it
is registered;
(b) any dividend mandate or any variation or cancellation thereof or any
notification of change of name or address after two years from the date on which
it is recorded;
(c) any share certificate, after one year from the date on which it is
cancelled; and
(d) any other document on the basis of which an entry in the Register is
made at any time after the expiry of six years from the date an entry was first
made in the Register in respect of it.
(2) It shall be conclusively presumed in favour of the Company that every
entry in the Register purporting to have been made on the basis of a document so
destroyed was duly and properly made, that every instrument of transfer so
destroyed was duly registered, that every share certificate so destroyed was
duly cancelled, and that every other document so destroyed was valid and
effective in accordance with the 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 notice of any claim (regardless of the parties to it) to
which the document might be relevant;
(b) nothing in this article shall be construed as imposing upon 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
(c) references in this article to the destruction of any document include
references to the disposal of it in any manner.
UNTRACED MEMBERS
33. (1) The Company shall be entitled to sell in such manner and
for such price as the directors think fit any share held by a member, or any
share to which a person is entitled by transmission, if -
(a) for a period of 12 years no cheque or warrant for amounts payable in
respect of the share sent and payable in a manner authorised by these articles
has been cashed and no communication has been received by the Company from the
member or person concerned;
(b) during that period at least three dividends in respect of the share
have become payable;
(c) the Company has, after the expiration of that period, by
advertisement in a leading national daily newspaper, published in the United
Kingdom and in a newspaper circulating in the area of the registered address or
last known address of the member or person concerned, given notice of its
intention to sell such share; and
(d) the Company has not during the further period of three months after
the date of the advertisement and prior to the sale of the share received any
communication from the member or person concerned.
(2) The Company shall also be entitled to sell, in the manner provided in
this article, any share ("additional share") issued during the said period or
periods of 12 years and three months in right of any share to which paragraph
(1) of this article applies or in right of any share issued during either of
such periods, provided that the requirements of sub-paragraphs (a) (but modified
to exclude the words "for a period of 12 years"), (c) and (d) are satisfied in
respect of such additional share.
(3) To give effect to the sale the Company may appoint any person to
execute an instrument of transfer of the share, and the instrument shall be as
effective as if it had been executed by the holder of, or person entitled by
transmission to, the share. The Company shall be indebted to the member or
other person entitled to the share for an amount equal to the net proceeds of
the sale, but no trust shall be created and no interest shall be payable in
respect of the proceeds of sale.
TRANSMISSION OF SHARES
34. If a member dies, the survivor where he was a joint holder, or his
personal representative where he was a sole holder or the only survivor of joint
holders, shall be the only person recognised by the Company as having any title
to his interest. Nothing in this article shall release the estate of a deceased
member from any liability in respect of any share which had been held solely or
jointly by him.
35. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or otherwise by operation of law may, upon such evidence
being produced as the directors may properly require, elect either to become the
holder of the share or to have some person nominated by him registered as the
transferee. If he elects to become the holder he shall give notice to the
Company to that effect. If he elects to have another person registered he shall
execute an instrument of transfer of the share to that person. All the
provisions of these articles relating to the transfer of shares shall apply to
the notice or instrument of transfer as if it were an instrument of transfer
signed by the member and the death or bankruptcy of the member or other
operative event had not occurred. The directors may at any time give notice
requiring the person to elect either to be registered himself or to transfer the
share and, if the notice is not complied with within sixty days, the directors
may withhold payment of all dividends and other moneys payable in respect of the
share until the requirements of the notice have been complied with.
36. A person becoming entitled to a share by reason of the death or
bankruptcy of a member or otherwise by operation of law 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 the holder of the share, be entitled in
respect of it to attend or vote at any general meeting or at any separate
meeting of the holders of any class of shares.
FAILURE TO NOTIFY CONTACT DETAILS
37. (1) If -
(a) the Company sends two consecutive documents
to a member over a period of twelve months, and
(b) each of those documents is returned
undelivered, or the Company receives notification that it has not been
delivered,
that member ceases to be entitled to receive notices
from the Company.
(2) A member who has ceased to be entitled to receive notices
from the Company becomes entitled to receive such notices again by sending the
Company a new address to be recorded in the register of members.
STOCK
38. The Company may by ordinary resolution convert any paid up shares into
stock and re-convert any stock into paid up shares of any denomination.
39. A holder of stock may transfer it or any part of it in the same
manner, and subject to the same provisions of these articles as would have
applied to the shares from which the stock arose if they had not been converted,
or as near thereto as circumstances admit, but the directors may fix the minimum
amount of stock transferable at an amount not exceeding the nominal amount of
any of the shares from which the stock arose.
40. A holder of stock shall, according to the amount of the stock held by
him, have the same rights as if he held the shares from which the stock arose:
provided that no such right (except participation in dividends and in the assets
of the Company) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that right.
41. All the provisions of these articles applicable to paid up shares
shall apply to stock, and the words "share" and "member" shall include "stock"
and "holder of stock" respectively.
ALTERATION OF CAPITAL
42. Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the directors may on behalf of those
members sell to any person (including, subject to the provisions of the Act, the
Company) the shares representing the fractions for such price as the directors
think fit and distribute the net proceeds of sale in due proportion among those
members. Where the shares to be sold are held in certificated form, the
directors may authorise any person to execute an instrument of transfer of the
shares to or in accordance with the directions of the purchaser. Where the
shares to be sold are in uncertificated form, the directors may do all acts and
things that they consider necessary or expedient to effect the transfer of the
shares to, or in accordance with the directions of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money
nor shall his title to the shares be affected by any irregularity in or
invalidity of the proceedings in reference to the sale.
MEETINGS
43. All general meetings other than annual general meetings shall be
called general meetings.
PROCEEDINGS AT GENERAL MEETINGS
44. No business shall be transacted at any meeting unless a quorum is
present. Two persons entitled to vote upon a business to be transacted, each
being a member or a proxy for a member or a duly authorised representative of a
corporation or corporation sole which is a member shall be a quorum.
45. If a quorum is not present within half an hour after the time
appointed for holding the meeting, or if during a meeting a quorum ceases to be
present, the meeting shall stand adjourned to such day, time and place as the
directors may determine being at least 10 clear days after the original meeting.
If at the adjourned meeting a quorum is not present within fifteen minutes after
the time appointed for holding the meeting, the meeting shall be dissolved.
46. The chairman (if any) of the board of directors, or in his absence the
deputy chairman (if any), or in the absence of both of them some other director
nominated by the directors, shall preside as chairman of the meeting, but if
neither the chairman nor the deputy chairman nor such other director (if any) is
present within fifteen minutes after the time appointed for holding the meeting
and willing to act, the directors present shall elect one of their number
present to be cha-irman and, if there is only one director present and willing
to act, he shall be chairman.
47. If no director is willing to act as chairman, or if no director is
present within fifteen minutes after the time appointed for holding the meeting,
the members present and entitled to vote shall choose one of their number to be
chairman.
48. A director shall, notwithstanding that he is not a member, be entitled
to attend and speak at any general meeting and at any separate meeting of the
holders of any class of shares.
49. The chairman shall adjourn a meeting at which a quorum is present to
another time and place if requested to do so by such meeting and may so adjourn
such meeting if either -
(A) he has the consent of such meeting; or
(B) in his opinion it is not practicable to obtain consent under
sub-paragraph (A) above but it appears to him necessary in order to facilitate
the business of the meeting.
No business shall be transacted at an adjourned meeting other than business
which might properly have been transacted at the meeting had the adjournment not
taken place. When a meeting is adjourned for twenty-eight days or more, at least
seven clear days' notice shall be given specifying the time and place of the
adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give notice of an adjournment.
50. If an amendment proposed to any resolution under consideration is
ruled out of order by the chairman, the proceedings on the resolution shall not
be invalidated by any error in the ruling.
51. A resolution put to the vote of a meeting shall be decided on a show
of hands unless before, or on the declaration of the result of, the show of
hands a poll is duly demanded. Subject to the provisions of the Act, a poll may
be demanded -
(a) by the chairman; or
(b) by not less than five persons present in person or by proxy having
the right to vote at the meeting; or
(c) by a member or members present in person or by proxy 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) by a member or members present in person or by proxy 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.
52. Unless a poll is duly demanded, a declaration by the chairman 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
made in the minutes of the meeting, shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or
against the resolution.
53. The demand, for a poll may, before the poll is taken, be withdrawn but
only with the consent of the chairman, and a demand so withdrawn shall not be
taken to have invalidated the result of a show of hands declared before the
demand was made.
54. A poll shall be taken as the chairman directs, and he may appoint
scrutineers (who need not be members) and fix a time and place for declaring the
result of the poll. The result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.
55. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman shall be entitled to a casting vote in addition to any
other vote he may have.
56. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken either forthwith or at such time and place as the chairman
directs, not being more than thirty days after the poll is demanded. The demand
for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which the poll was demanded. If a poll
is demanded before the declaration of the result of a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the demand had not
been made.
57. No notice need be given of a poll not taken forthwith if the time and
place at which it is to be taken are announced at the meeting in respect of
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.
VOTES OF MEMBERS
58. A member in respect of whom an order has been made by any court having
competent jurisdiction (whether in the United Kingdom or elsewhere) in matters
concerning mental disorder may vote by any person authorised in that behalf by
that court, who may on a show of hands or on a poll vote by proxy. Evidence to
the satisfaction of the directors of the authority of the person claiming the
right to vote shall be deposited at the Office, or at such other place as is
specified in accordance with these articles for the deposit of instruments of
proxy, not less than forty-eight hours before the time 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. No member shall have the right to vote at any general meeting or at
any separate meeting of the holders of any class of shares, either in person or
by representative or proxy, in respect of any share held by him unless all
amounts presently payable by him in respect of that share have been paid.
60. 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 tendered. Subject to any
objection made in due time, every vote counted and not disallowed at the meeting
or adjourned meeting shall be valid and every vote disallowed or not counted
shall be invalid. Any objection made in due time shall be referred to the
chairman whose decision shall be final and conclusive.
61. On a poll, votes may be given either personally or by proxy or (in the
case of a corporate member) by a duly authorised representative. Subject to the
provisions of the Act, a member or proxy or corporate representative entitled to
more than one vote need not, if he votes, use all his votes or cast all the
votes he uses the same way. A proxy need not be a member.
62. An instrument appointing a proxy shall be in writing in any usual form
or in any other form which the directors may approve and shall be executed by or
on behalf of the appointor or his duly constituted attorney. A corporation may
execute a form of proxy either under its common seal or under the hand of a duly
authorised officer, attorney or other person authorised to sign it. A member
may appoint more than one proxy to attend on the same occasion. Deposit of an
instrument of proxy shall not preclude a member from attending and voting at the
meeting or at any adjournment of it.
63. The instrument appointing a proxy and any authority under which it is
executed or a copy of the authority certified notarially or in some other way
approved by the directors may -
(a) be deposited at the 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 forty-eight 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 a poll taken more than forty-eight hours after it was
demanded, be deposited as aforesaid after the poll has been demanded and not
less than twenty-four hours before the time appointed for taking the poll; or
(c) where the poll is not taken forthwith but is taken not more than
forty-eight hours after it was demanded, be delivered at the meeting to the
chairman or to the secretary or to any director;
and an instrument of proxy which is not deposited or delivered in a manner so
permitted shall be invalid.
64. A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation or corporation sole shall be valid
notwithstanding the previous determination of the authority of the person voting
or demanding a poll, unless notice of the determination was received by the
Company at the Office, or at such other place at which the instrument of proxy
was duly deposited, not less than forty-eight hours 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) the time appointed for taking the poll.
65. The directors may at the expense of the Company send instruments of
proxy to the members by post or otherwise (with or without provision for their
return prepaid) for use at any general meeting or at any separate meeting of the
holders of any class of shares, either in blank or nominating 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 a notice
of the meeting and to vote at it. The accidental omission to send such an
instrument or give such an invitation to, or the non-receipt thereof by, any
member entitled to attend and vote at a meeting shall not invalidate the
proceedings at that meeting.
66. The Company shall not be required to check whether a proxy or
corporate representative votes in accordance with any instruments given by the
member who appointed him. Votes by proxy or corporate representative will still
be valid if they have not been cast in accordance with the appointor's
instruction.
INCORPORATED MEMBERS ACTING BY REPRESENTATIVES
67. Any corporation or corporation sole which is a member of the Company
may (by resolution of its directors or other governing body, or by authority
given under seal or under the hand of an officer duly authorised by it)
authorise such person as it thinks fit to act as its representative (or
representatives) at any meeting of the Company, or at any separate meeting of
the holders of any class of shares.
DIRECTORS
68. Unless otherwise determined by the Company by ordinary resolution the
number of directors (other than alternate directors) shall be not less than
four.
69. A director shall not require a share qualification.
70. Until otherwise determined by the Company by ordinary resolution,
there shall be paid to the directors (other than alternate directors) such fees
for their services in the office of director as the directors may determine (not
exceeding in the aggregate an annual sum of GBP200,000 or such larger amount as
the Company may by ordinary resolution decide) divided between the directors as
they agree, or, failing agreement, equally. The fees shall be deemed to accrue
from day to day. The directors may also be paid all travelling, hotel and other
expenses properly incurred by them in connection with their attendance at
meetings of the directors or of committees of the directors or general meetings
or separate meetings of the holders of any class of shares or otherwise in
connection with the discharge of their duties as directors.
ALTERNATE DIRECTORS
71. Any director (other than an alternate director) may appoint any
person, who is willing to act and who is either a director or who is approved by
resolution of the directors, to be an alternate director and may remove from
office an alternate director appointed by him.
72. An alternate director shall (unless he is absent from the United
Kingdom) be entitled to receive notices of meetings of the directors and of
committees of the directors of which his appointor is a member, to attend and
vote at any such meeting at which the director appointing him is not present,
and generally to perform all the functions of his appointor as a director in his
absence, but shall not (unless the Company by ordinary resolution otherwise
determines) be entitled to any fees for his services as an alternate director.
73. An alternate director shall cease to be an alternate director if his
appointor ceases to be a director but, if a director retires by rotation or
otherwise but is reappointed or deemed to have been reappointed at the meeting
at which he retires, any appointment of an alternate director made by him which
was in force immediately prior to his retirement shall continue after his
reappointment.
74. An appointment or removal of an alternate director shall be by notice
to the Company executed by the director making or revoking the appointment and
deposited at the Office, or in any other manner approved by the directors.
75. Save as otherwise provided in these articles, an alternate director
shall be deemed for all purposes to be a director and shall alone be responsible
for his own acts and defaults, and he shall not be deemed to be the agent of the
director appointing him.
POWERS OF DIRECTORS
76. The business of the Company shall be managed by the directors who,
subject to the provisions of the Act, these articles and to any directions given
by special resolution, may exercise all the powers of the Company. No
alteration of these articles and no such direction shall invalidate any prior
act of the directors which would have been valid if that alteration had not been
made or that direction had not been given. The powers given by this article
shall not be limited by any special power given to the directors by these
articles and a meeting of the directors at which a quorum is present may
exercise all powers exercisable by the directors.
77. In addition to a name change by special resolution of the Company, the
directors may change the name of the Company by a board resolution.
78. (1) The directors shall restrict the borrowings of the Company
and exercise all powers of control exercisable by the Company in relation to its
subsidiaries (if any) so as to secure (as regards such subsidiaries so far as by
such exercise they can secure) that the aggregate principal amount outstanding
of all money borrowed by the Group (excluding amounts borrowed by any member of
the Group from any other member of the Group, other than amounts to be taken
into account under paragraph (3)(j) below) shall not at any time, save with the
previous sanction of an ordinary resolution of the Company, exceed an amount
equal to the aggregate of the amounts in sub-paragraphs (a) and (b) of this
paragraph (1) multiplied by the figure specified in paragraph (6) below:-
(a) the amount paid up on the share capital of the Company; and
(b) the total of the capital and revenue reserves of the Group, including
any share premium account, capital redemption reserve and credit balance on the
profit and loss account, but excluding sums set aside for taxation and amounts
attributable to outside shareholders in subsidiaries of the Company and
deducting any debit balance on the profit and loss account,
all as shown in the then latest audited consolidated balance sheet and profit
and loss account of the Group prepared for the purposes of the Act ("the Latest
Accounts"), but adjusted as may be necessary in respect of any variation in the
paid up share capital or share premium account of the Company since the date of
that balance sheet and further adjusted as may be necessary to reflect any
change since that date in the companies comprising the Group.
(2) For the purposes of this article, "subsidiary" means a subsidiary or
a subsidiary undertaking.
(3) For the purposes of this article, but without prejudice to the
generality of the terms "borrowing" and "borrowed" or to the exclusion under
paragraph (1) above for intra-Group borrowings -
(a) the principal amount of any debentures (other than a debenture dated
1 November 1990 issued in favour of the Secretary of State for Energy pursuant
to a direction made under section 71 of the Electricity Act 1989) issued by a
member of the Group, whether for cash or otherwise, shall be taken into account
as money borrowed by that member;
(b) the principal amount raised by any member of the Group by acceptances
or under any acceptance credit opened on its behalf by a bank or acceptance
house, other than acceptances and acceptance credits relating to the purchase of
goods or services in the ordinary course of trading and outstanding for six
months or less, shall be taken into account as money borrowed by that member;
(c) the nominal amount of any paid up preference share capital of any
subsidiary of the Company not being capital owned by a member of the Group,
shall be taken into account as money borrowed by that subsidiary;
(d) the principal amount of any borrowings of a person (other than a
member of the Group) the beneficial interest in which or right of repayment to
which is not owned by a member of the Group and the payment or repayment of
which is the subject of a guarantee or indemnity given by, or is secured on the
assets of, a member of the Group, shall be taken into account as money borrowed
by that member;
(e) any fixed amount in respect of a hire purchase agreement or of a
finance lease payable in either case by a member of the Group which would be
shown at the material time as an obligation in a balance sheet prepared in
accordance with the accounting principles used in the preparation of the
relevant balance sheet shall be taken into account as money borrowed by that
member (and for the purpose of this sub-paragraph "finance lease" means a
contract between a lessor and a member of the Group as lessee or sub-lessee
where substantially all the risks and rewards of the ownership of the asset
leased or sub-leased are to be borne by that member and "hire purchase
agreement" means a contract of hire between a hire purchase lender and a member
of the Group as hirer);
(f) amounts borrowed for the purpose of repaying the whole or any part of
any amounts previously borrowed and then outstanding (including any premium
payable on final repayment) and to be applied for that purpose within six months
of the borrowing shall not, pending such application, be taken into account as
money borrowed;
(g) amounts borrowed for the purpose of financing any contract in respect
of any part of the price receivable thereunder is guaranteed or insured by the
Export Credits Guarantee Department or any other institution carrying on similar
business shall not be taken into account to the extent of the sums so guaranteed
or insured;
(h) amounts borrowed by a company before, and outstanding after, it
becomes a subsidiary of the Company and amounts secured on an asset before and
remaining so secured after, it is acquired by a member of the Group, shall not
be taken into account as money borrowed until six months after the company
becomes a subsidiary or the asset is acquired, as the case may be;
(i) any premium payable on final repayment of an amount to be taken into
account as money borrowed shall also be so taken into account, and any premium
payable on final repayment of an amount not to be taken into account shall also
not be so taken into account;
(j) money borrowed by a partly-owned subsidiary (if any) and not owing
to another member of the Group shall (notwithstanding sub-paragraphs (a) to (e)
above) be taken into account subject to the exclusion of a proportion of it
equal to the minority proportion, and money borrowed and owing to a partly-owned
subsidiary (if any) by another member of the Group shall (subject to
sub-paragraph (h) above) be taken into account to the extent of a proportion of
it equal to the minority proportion (and for the purpose of this sub-paragraph
"minority proportion" means the proportion of such issued equity share capital
of the partly-owned subsidiary which is not attributable, directly or
indirectly, to the Company);
and in sub-paragraphs (f) to (h) above references to amounts borrowed include
references to amounts which, but for the exclusions under those sub-paragraphs,
would fall to be taken into account as money borrowed.
(4) In calculating the aggregate amount of borrowings for the purposes of
this article -
(i) money borrowed by any member of the Group which is denominated or
repayable in a currency other than sterling shall be treated as converted into
sterling -
(a) at the rate of exchange used for the conversion of that currency in
the latest audited balance sheet of that member; or
(b) if no rate was so used, at the middle market rate of exchange
prevailing in London at the close of business on the date of that balance sheet,
but if the amount in sterling resulting from conversion at that rate would be
greater than that resulting from conversion at the middle market rate prevailing
in London at the close of business on the business day immediately preceding the
day on which the calculation falls to be made, the latter rate shall apply
instead; and
(ii) there shall be credited against the amounts of any borrowings any
amounts beneficially owned by any member of the Group which are deposited with
any bank or other person not being a member of the Group and which are repayable
to any member of the Group on demand or within three months of any demand,
subject in the case of money deposited by a partly owned subsidiary, to the
exclusion of a proportion thereof equal to the minority proportion (as defined
in paragraph (3)(j) above).
(5) No debt incurred or security given in respect of money borrowed or to
be taken into account as money borrowed in excess of the above limit shall be
invalid or ineffectual except in the case of express notice to the lender or the
recipient of the security at the time when the debt was incurred or security
given that the limit hereby imposed had been or was thereby exceeded, but no
lender or other person dealing with the Company shall be concerned to see or
enquire whether such limit is observed.
(6) If the Latest Accounts (defined for the purposes of this paragraph in
paragraph (1) above) include a balance sheet prepared in accordance with the
current cost convention (a "Current Cost Balance Sheet") but do not include a
balance sheet prepared in accordance with the historical cost convention (an
"Historical Cost Balance Sheet"), the multiple for the purposes of paragraph (1)
shall be 1.25 (one and a quarter). If the Latest Accounts include an Historical
Cost Balance Sheet but do not include a Current Cost Balance Sheet, the multiple
for the purposes of paragraph (1) shall be 2.5 (two and a half). If the Latest
Accounts include a Current Cost Balance Sheet and an Historical Cost Balance
Sheet, the accounts to be taken for the purposes of paragraph (1) and for
determining the multiple under this paragraph shall be as the directors shall in
their absolute discretion decide.
(7) In this article references to a consolidated balance sheet or profit
and loss account are to be taken, in a case where the Company has no
subsidiaries, as references to the balance sheet or profit and loss account of
the Company and, in a case where the Company has subsidiaries but there are no
consolidated accounts of the Group, as references to the respective balance
sheets or profit and loss accounts of the companies comprising the Group and
references to the audited consolidated accounts of the Group shall be construed
accordingly.
(8) A certificate or report by the auditors as to the amount paid up on
the share capital of the Company or the total of the capital and revenue
reserves of the Group or the amount of any borrowing or to the effect that the
limit imposed by this article has not been or will not be exceeded at any
particular time or times or as a result of any particular transaction or
transactions shall be conclusive evidence of the amount or of that fact.
79. The directors may appoint any person to any office or employment
having a designation or title including the word "director" or attach to any
existing office or employment with the Company such a designation or title and
may terminate any such appointment or the use of any such designation or title.
The inclusion of the word "director" in the designation or title of any such
office or employment (other than the office of chief executive or joint chief
executive or deputy or assistant chief executive director) shall not imply that
the holder is a director of the Company, nor shall the holder thereby be
empowered in any respect to act as, or be deemed to be, a director of the
Company for any of the purposes of these articles.
DELEGATION OF DIRECTORS' POWERS
80. (1) The directors may delegate any of their powers -
(a) to any managing director or any director holding any other executive
office;
(b) to any committee, consisting of such person or persons (whether
directors or not) as they think fit; and
(c) to any local board or agency for managing any of the affairs of the
Company either in the United Kingdom or elsewhere.
(2) Any such delegation (which may include authority to sub-delegate all
or any of the powers delegated) may be subject to any conditions the directors
impose and either collaterally with or to the exclusion of their own powers and
may be revoked or altered. Subject as aforesaid, the proceedings of any
committee, local board or agency with two or more members shall be governed by
such of these articles as regulate the proceedings of directors so far as they
are capable of applying.
81. The directors may, by power of attorney or otherwise, appoint any
person, whether nominated directly or indirectly by the directors, to be the
agent of the Company for such purposes and with such powers and subject to such
conditions as they think fit, and any such appointment may contain such
provisions for the protection and convenience of persons dealing with the agent
as the directors may think fit, and may also authorise the agent to sub-delegate
all or any of the powers vested in him.
APPOINTMENT AND RETIREMENT OF DIRECTORS
82. At every annual general meeting, any directors -
(a) who have been appointed by the directors since the last annual
general meeting, or
(b) who were not appointed or reappointed at one of the preceding
two annual general meetings,
must retire from office and may offer themselves for reappointment
by the members.
83. If the Company, at the meeting at which a director retires by
rotation, does not fill the vacancy the retiring director shall, if willing to
act, be deemed to have been reappointed unless at the meeting it is resolved not
to fill the vacancy or a resolution for the reappointment of the director is put
to the meeting and lost.
84. No person other than a director retiring by rotation shall be
appointed or reappointed a director at any general meeting unless -
(a) he is recommended by the directors; or
(b) not less than seven nor more than thirty-five days before the date
appointed for holding the meeting, notice executed by a member qualified to vote
on the appointment or reappointment has been given to the Company of the
intention to propose that person for appointment or reappointment, stating the
particulars which would, if he were appointed or reappointed, be required to be
included in the Company's register of directors, together with notice executed
by that person of his willingness to be appoi-nted or reappointed.
85. At a general meeting a motion for the appointment of two or more
persons as directors by a single resolution shall not be made, unless a
resolution that it shall be so made has been first agreed to by the meeting
without any vote being given against it, and for the purposes of this article a
motion for approving a person's appointment or for nominating a person for
appointment shall be treated as a motion for his appointment.
86. Subject as aforesaid, 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
additional director.
87. The directors may appoint a person who is willing to act to be a
director, either to fill a casual vacancy or as an additional director, provided
that the appointment does not cause the number of directors to exceed any number
fixed as the maximum number of directors. A director so appointed shall retire
at the next following annual general meeting, notice of which is first given
after his appointment.
88. Subject as aforesaid, a director who retires at an annual general
meeting may be reappointed. If he is not reappointed or deemed to have been
reappointed, 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.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
89. Without prejudice to the provisions of the Act, the Company may, by
ordinary resolution, remove a director before the expiration of his period of
office (but such removal shall be without prejudice to any claim to damages for
breach of any contract of service between the director and the Company) and may,
by ordinary resolution, appoint another person instead of him. A person so
appointed shall be subject to retirement at the same time as if he had become a
director on the day on which the director in whose place he is appointed was
last appointed or reappointed a director.
90. The office of a director shall be vacated as soon as -
(a) he ceases to be a director by virtue of any provision of the Act or
he becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(c) a registered medical practitioner who is treating that person gives a
written opinion to the Company stating that that person has become physically or
mentally incapable of acting as a director and may remain so for more than three
months; or
(d) by reason of that person's mental health, a court makes an order
which wholly or partly prevents that person from personally exercising any
powers or rights which that person would otherwise have; or
(e) he resigns his office by notice in writing to the Company; or
(f) in the case of a director who holds any executive office, his
appointment as such is terminated or expires and the directors resolve that his
office be vacated; or
(g) he is absent for more than six consecutive months without permission
of the directors from meetings of the directors held during that period (whether
or not an alternate director appointed by him attends) and the directors resolve
that his office be vacated; or
(h) he is requested in writing by all the other directors to resign.
DIRECTORS' APPOINTMENTS AND INTERESTS
91. The directors may appoint one or more of their number to the office of
managing director or to any other executive office under the Company and may
enter into an agreement or arrangement with any director for his employment by
the Company or for the provision of any services outside the scope of the
ordinary duties of a director. Subject to the provisions of the Act, any such
appointment, agreement or arrangement may be made for such term, at such
remuneration and on such other conditions as the directors think fit. Any
appointment of a director to an executive office shall terminate if he ceases to
be a director but without prejudice to any claim to damages for breach of the
contract of service between the director and the Company. The chairman of the
board of directors and the managing director shall not be subject to retirement
by rotation.
92. (1) (a) The directors may authorise any matter where any
director (or former director if that former director is still subject to the
statutory duty to avoid conflicts of interest) has or may have a direct or
indirect interest and/or duty that conflicts or possibly may conflict with the
interests and/or duties of the Company provided that:-
(i) the director concerned and any
other interested director are not counted towards any requirement as to quorum;
and
(ii) the matter is agreed without
such director or other director voting (or would have been agreed to if their
votes had not counted).
(b) For the avoidance of doubt, no authorisation
is required under Article 92(1)(a) in relation to a transaction or arrangement
with the Company.
(c) The authorising directors may impose any
limits or conditions on their authorisation under Article 92(1)(a) at the time
when such authorisation is given or subsequently as they in their discretion
consider appropriate including the following:-
(i) limiting or preventing the
disclosure of information to the director who has or may have the interest that
is the subject of the authorisation;
(ii) limiting or preventing the
attendance of such director at any board meeting or discussion; and
(iii) limiting or preventing the
availability of board or briefing papers to such director
in each case to the extent the authorising
directors consider appropriate to protect that director from being in breach of
his statutory duty to avoid conflicts of interest.
(d) Provided he has declared to the directors the
nature and extent of any interest of his, a director, notwithstanding his office
and subject to Article 92(1)(a):-
(i) may be a party to, or otherwise
interested in, any transaction or arrangement with the Company or in which the
Company is otherwise interested;
(ii) may be a director or other
officer of, or employed by or otherwise interested in any body corporate
promoted by the Company or in which the Company is otherwise interested; and
(iii) may be a party to, or otherwise
interested in, any transaction or arrangement with any such body corporate.
(e) Such director shall not, by reason of his
office, be accountable to the Company for any benefit which he derives from any
such office or employment or from any such transaction or arrangement or from
any interest in any such body corporate and no such transaction or arrangement
shall be liable to be avoided on the ground of any such interest or benefit. In
particular a director may act by himself or through his firm in a professional
capacity for the Company (otherwise than as auditor) and he or his firm shall be
entitled to remuneration for professional services as if he were not a director.
(2) For the purposes of this article -
(a) a general notice given to the directors that a director is to be
regarded as having an interest of the nature and extent specified in the notice
in any transaction or arrangement in which a specified person or class of
persons is interested shall be deemed to be a disclosure that the director has
an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as an interest
of his.
DIRECTORS' GRATUITIES AND PENSIONS
93. The directors may provide benefits, whether by the payment of
gratuities or pensions or by insurance or otherwise, for any director who has
held but no longer holds any executive office or employment with the Company or
with any body corporate which is or has been a subsidiary of the Company or a
predecessor in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person who
is or was dependent on him and may (as well before as after he ceases to hold
such office or employment) contribute to any fund and pay premiums for the
purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
94. (1) Subject to the provisions of these articles, the directors
may regulate their proceedings as they think fit.
(2) A director may, and the secretary at the request of a director shall,
call a meeting of the directors. Subject to paragraph (3) of this article, it
shall not be necessary to give notice of a meeting to a director who is absent
from the United Kingdom. Any director may waive notice of a meeting and any
such waiver may be retrospective.
(3) If a director notifies the Company in writing of an address in the
United Kingdom at which notice of meetings of the directors is to be given to
him when he is absent from the United Kingdom, he shall, if so absent, be
entitled to have notice given to him at that address but the Company shall not
be obliged by virtue of this paragraph to give any director a longer period of
notice than he would have been entitled to had he been present in the United
Kingdom at that address.
(4) Questions arising at a meeting shall be decided by a majority of
votes. In case of an equality of votes, the chairman shall have a second or
casting vote. A director who is also an alternate director shall be entitled in
the absence of his appointor to a separate vote on behalf of his appointor in
addition to his own vote and an alternate director who is appointed by two or
more directors shall be entitled to a separate vote on behalf of each of his
appointors, in their absence.
95. No business shall be transacted at any meeting of the directors unless
a quorum is present. The quorum may be fixed by the directors 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.
96. The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors
is less than the minimum number fixed by or in accordance with these articles or
the number fixed as the quorum, the continuing directors or director may act
only for the purpose of filling vacancies or of calling a general meeting.
97. The directors may elect from their number, and remove, a chairman and
a deputy chairman of the board of directors. The chairman, or in his absence
the deputy chairman, shall preside at all meetings of the directors, but if
there is no chairman or deputy chairman, or if at the meeting neither the
chairman nor the deputy chairman is present within five minutes after the time
appointed for the meeting, or if neither of them is willing to act as chairman,
the directors present may choose one of their number to be chairman of the
meeting.
98. All acts done by a meeting of the directors, or of a committee of the
directors, or by a person acting as a director, shall notwithstanding that it
may afterwards be discovered that there was a defect in the appointment of any
director 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 and had been entitled to vote.
99. (i) A resolution in writing executed by all the directors
entitled to receive notice of a meeting of the directors or of a committee of
the directors shall be as valid and effectual as if it had been passed at a
meeting of the directors or (as the case may be) of that committee of the
directors duly convened and held, and may consist of several documents in the
like form each executed by one or more directors, but a resolution executed by
an alternate director need not also be executed by his appointor and, if it is
executed by a director who has appointed an alternate director, it need not also
be executed by the alternate director in that capacity.
(ii) A meeting of the directors or of a committee of the board may
consist of a conference between directors and any alternate directors who are
not all in one place, but each of which is able (directly or by telephonic
communications) to speak to each of the others, and to be heard by each of the
others simultaneously. A director or an alternate director taking part in such
a conference shall be deemed to be present in person at the meeting and shall be
entitled to vote or be counted in a quorum accordingly. Such a meeting shall be
deemed to take place where the largest group of those participating in the
conference is assembled, or, if there is no such group, where the chairman of
the meeting then is. The word "meeting" in these articles shall be construed
accordingly.
100. (1) Save as otherwise provided by these articles, a director
shall not vote at a meeting of the directors on any resolution concerning a
matter in which he has, directly or indirectly, an interest which (together with
any interest of any person connected with him within the meaning of section 252
of the Act) is to his knowledge a material interest (other than an interest in
shares, debentures or other securities of, or otherwise in or through, the
Company), unless his interest arises only because the case falls within one or
more of the following sub-paragraphs and provided that the director has duly
declared his interest in accordance with the Act -
(a) the resolution relates to the giving to him of a guarantee, security,
or indemnity in respect of money lent to, or an obligation incurred by him for
the benefit of, the Company or any of its subsidiaries;
(b) the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the Company or any of its
subsidiaries for which the director has assumed responsibility in whole or part
and whether alone or jointly with others under a guarantee or indemnity or by
the giving of security;
(c) his interest arises by virtue of his being, or intending to become, a
participant in the underwriting or sub-underwriting of an offer of any shares,
debentures or other securities of the Company or any of its subsidiaries for
subscription, purchase or exchange;
(d) the resolution relates in any way to a retirement benefits scheme
which has been approved, or is conditional upon approval, by HM Revenue &
Customs for taxation purposes;
(e) the resolution relates to an arrangement for the benefit of the
employees of the Company or any of its subsidiaries, including but without being
limited to an employees' share scheme, which does not accord to any director as
such any privilege or advantage not generally accorded to the employees to whom
the arrangement relates;
(f) the resolution relates to a transaction or arrangement with any other
company in which he and any persons connected with him (within the meaning of
section 252 of the Act) do not to his knowledge hold any interest (as that term
is used in sections 820 and 822-824 of the Act) representing one percent or more
of either any class of the equity share capital or the voting rights of that
company. For the purpose of this paragraph there shall be disregarded any
shares held by a director as bare or custodian trustee and in which he has no
beneficial interest and any shares comprised in any authorised unit trust scheme
in which the director is interested only as a unit holder;
(g) the resolution relates in any way to the purchase and/or maintenance
of any insurance policy pursuant to article 129 below.
(2) For the purposes of paragraph (1) of this article, and interest of
any person who is for any purpose of the Act (excluding any statutory
modification thereof not in force when these articles became binding on the
Company) connected with a director shall be taken to be the interest of that
director and, in relation to an alternate director, an interest of his appointor
shall be treated as an interest of the alternate director without prejudice to
any interest which the alternate director has otherwise.
(3) Where proposals are under consideration concerning the appointment
(including the fixing or varying of terms of appointment) of two or more
directors to offices or employments with the Company or any body corporate in
which the Company is interested, the proposals may be divided and considered in
relation to each director separately and (provided he is not by virtue of
sub-paragraph (f) or paragraph (1) of this article, or otherwise under that
paragraph, or for any other reason, precluded from voting) each of the directors
concerned shall be entitled to vote and be counted in the quorum in respect of
each resolution except that concerning his own appointment.
101. A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
102. The Company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of these
articles prohibiting a director from voting at a meeting of the directors or of
a committee of the directors.
103. If a question arises at a meeting of the directors as to the right of
a director to vote, the question may, before the conclusion of the meeting, be
referred to the chairman of the meeting (or, if the director concerned is the
chairman, to the other directors at the meeting), and his ruling in relation to
any director other than himself (or, as the case may be, the ruling of the
majority of the other directors in relation to the chairman) shall be final and
conclusive.
MINUTES
104. The directors shall cause minutes to be made in books kept for the
purpose -
(a) of all appointments of officers made by the directors; and
(b) of all proceedings at meetings of the Company, of the holders of any
class of shares in the Company, and of the directors, and of committees of the
directors, including the names of the directors present at each such meeting.
SECRETARY
105. Subject to the provisions of the Act, the secretary shall be appointed
by the directors for such term, at such remuneration and on such other
conditions as they think fit and any secretary so appointed may be removed by
them.
THE SEAL
106. (1) The seal shall be used only by the authority of a
resolution of the directors or of a committee of the directors. The directors
may determine whether any instrument to which the seal is affixed, shall be
signed and, if it is to be signed, who shall sign it. Unless otherwise so
determined -
(a) share certificates and, subject to the provisions of any instrument
constituting the same, certificates issued under the seal in respect of any
debentures or other securities, need not be signed and any signature may be
affixed to or printed on any such certificate by any means approved by the
directors; and
(b) every other instrument to which the seal is affixed shall be signed
by one director and by the secretary or another director.
(2) A document signed by a director and by the secretary or another
director and expressed (in whatever form of words) to be executed by the Company
shall have the same effect as if it were under seal and a document so executed
which makes it clear on its face that it is intended to be a deed (in whatever
form of words) has effect, upon delivery, as a deed.
DIVIDENDS
107. Subject to the provisions of the Act, the Company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount recommended by the directors.
108. The directors may, with the previous sanction of an ordinary
resolution of the Company, offer any holders of ordinary shares the right to
elect to receive ordinary shares, credited as fully paid, instead of cash in
respect of the whole (or some part, to be determined by the directors) of any
dividend specified by the ordinary resolution. The following provisions shall
apply -
(a) The said resolution may specify a particular dividend, or may specify
all or any dividends declared within a specified period but such period may not
end later than the fifth anniversary of the date of the meeting at which the
ordinary resolution is passed.
(b) The entitlement of each holder of ordinary shares to new ordinary
shares shall be such that the relevant value of the entitlement shall be as
nearly as possible equal to (but not greater than) the cash amount (disregarding
any tax credit) 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 Company's ordinary shares on The Stock
Exchange as derived from the Daily Official List, for the day on which the
ordinary 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 certificate 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.
(c) No fractions of a share shall be allotted. The directors may make
such provisions as they think fit for any fractional entitlements including
provisions whereby, in whole or in part, the benefit thereof accrues to the
Company and/or under which fractional entitlements are accrued and/or retained
and in each case accumulated on behalf of any member and such accruals or
retentions are applied to the allotment by way of bonus to or cash subscription
on behalf of such member of fully paid ordinary shares and/or provisions whereby
cash payments may be made to members in respect of their fractional
entitlements.
(d) The directors shall, after determining the basis of allotment, notify
the holders of ordinary shares in writing of the right of election offered to
them, and specify the procedure to be followed and place at which, and the
latest time by which elections must be lodged in order to be effective.
(e) The directors may exclude from any offer any holders of ordinary
shares where the directors believe 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.
(f) The dividend (or that part of the dividend in respect of which a
right of election has been given) shall not be payable on ordinary shares in
respect of which an election has been duly made ("the elected ordinary shares")
and instead additional ordinary shares shall be allotted to the holders of the
elected ordinary shares on the basis of allotment determined as aforesaid. For
such purpose the directors shall capitalise out of any amount for the time being
standing to the credit of any reserve or fund (including any share premium
account or capital redemption reserve fund) any of the profits which could
otherwise have been applied in paying dividends in cash as the directors may
determine a sum equal to the aggregate nominal amount of the additional ordinary
shares to be allotted on that basis and apply it in paying up in full the
appropriate number of ordinary shares for allotment and distribution to the
holders of the elected ordinary shares on that basis.
(g) The additional ordinary shares when allotted shall rank pari passu in
all respects with the fully paid ordinary shares then in issue except that they
will not be entitled to participation in the dividend in place of which they
were allotted.
(h) The directors may do all acts and things considered 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 effective and binding on all concerned.
(i) The directors may also from time to time establish or vary a
procedure for election mandates, under which a holder of ordinary shares may
elect in respect of future rights of election offered to that holder under this
article until the election mandate is revoked in accordance with the procedure.
109. Subject to the provisions of the Act, the directors may pay interim
dividends if it appears to them that they are justified by the profits of the
Company available for distribution. If the share capital is divided into
different classes, the directors may pay interim dividends on shares which
confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no interim
dividend shall be paid on shares carrying deferred or non-preferred rights if,
at the time of payment, any preferential dividend is in arrears. The directors
may also pay at intervals settled by them any dividend payable at a fixed rate
if it appears to them that the profits available for distribution justify the
payment. If the directors act in good faith they shall not incur any liability
to the holders of shares conferring preferred rights for any loss they may
suffer by the lawful payment of an interim dividend on any shares having
deferred or non-preferred rights.
110. Except as otherwise provided by these articles or the rights attached
to shares, all dividends shall be declared and paid according to the amounts
paid up (otherwise than in advance of calls) on the shares on which the dividend
is paid. If any share is issued on terms that it ranks for dividend as from a
particular date, it shall rank for dividend accordingly. In any other case,
dividends shall be apportioned and paid proportionately to the amounts paid up
on the shares during any portion or portions of the period in respect of which
the dividend is paid. For the purpose of this article, an amount paid up on a
share in advance of a call shall be treated, in relation to any dividend
declared after the payment but before the call, as not paid up on the share.
111. A general meeting declaring a dividend may, upon the recommendation of
the directors, direct that it shall be satisfied wholly or partly by the
distribution of assets and the directors may resolve that any interim dividend
resolved by them to be paid shall be so satisfied and, where any difficulty
arises in regard to the distribution, the directors may settle the same and in
particular may issue fractional certificates (or ignore fractions) and fix the
value for distribution of any assets, and may determine that cash shall be paid
to any member upon the footing of the value so fixed in order to adjust the
rights of members, and may vest any assets in trustees.
112. Any dividend or other money payable in respect of a share may be paid
by cheque sent by post to the registered address of the person entitled or, if
two or more persons are the holders of the share or are jointly entitled to it
by reason of the death or bankruptcy of the holder or otherwise by operation of
law, to the registered address of that one of those persons who is first named
in the register of members or to such person and to such address as the person
or persons entitled may in writing direct. Every cheque shall be made payable
to the order of the person or persons entitled or to such other person as the
person or persons entitled may in writing direct and payment of the cheque shall
be a good discharge to the Company. Every such cheque or warrant shall be sent
at the risk of the person or persons entitled to the money represented thereby.
Any joint holder or other person jointly entitled to a share as aforesaid may
give receipts for any dividend or other money payable in respect of the share.
Any such dividend or other money may also be paid by any other method (including
direct debit, bank transfer and dividend warrant) which the directors consider
appropriate.
113. The Company may cease to send dividend warrants and cheques by post to
any person or persons entitled in any case where such warrants or cheques have
been returned undelivered or left uncashed by such person or persons on at least
two consecutive occasions.
114. 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.
115. Any dividend which has remained unclaimed for twelve years from the
date when it became due for payment shall, if the directors so resolve, be
forfeited and cease to remain owing by the Company.
CAPITALISATION OF PROFITS AND RESERVES
116. The directors may with the authority of an ordinary resolution of the
Company -
(a) subject as hereinafter provided, resolve to capitalise any undivided
profits of the Company not required for paying any preferential dividend
(whether or not they are available for distribution) or any sum standing to the
credit of any reserve or fund of the Company which is available for distribution
or standing to the credit of the Company's share premium account or capital
redemption reserve;
(b) appropriate the sum resolved to be capitalised to the members 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 were distributed by way of dividend and apply such sum on their behalf
either in or towards paying up the amounts, if any, for the time being unpaid on
any shares held by them respectively, or in paying up in full shares or
debentures of the Company of a nominal amount equal to that sum, and allot the
shares or debentures credited as fully paid to those members or as they may
direct, in those proportions, or partly in one way and partly in the other, but
the share premium account, the capital redemption reserve, and any profits which
are not available for distribution may, for the purposes of this article, only
be applied in paying up 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 the latter shares rank for
dividend;
(d) make such provision by the issue of fractional certificates (or by
ignoring fractions) or by payment in cash or otherwise as they determine in the
case of shares or debentures becoming distributable in fractions;
(e) authorise any person to enter on behalf of all the members concerned
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid, of any further shares to which they are
entitled upon such capitalisation, any agreement made under such authority being
binding on all such members; and
(f) generally do all acts and things required to give effect to such
resolution as aforesaid.
RECORD DATES
117. Notwithstanding any other provision of these articles, but without
prejudice to any rights attached to any shares, the Company or the directors may
fix a date as the record date by reference to which a dividend will be declared
or paid or a distribution, allotment or issue made, and that date may be before,
on or after the date on which the dividend, distribution, allotment or issue is
declared, paid or made.
ACCOUNTS
118. No member (other than a director) shall have any right to inspect 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 directors or by ordinary resolution
of the Company.
119. (1) Except as provided in paragraph 119(2) below, a printed
copy of the directors' and auditors' reports accompanied by printed copies of
the balance sheet and every document required by the Act to be annexed to the
balance sheet and of the profit and loss account or income and expenditure
account shall be delivered or sent by post to every member and holder of
debentures of the Company, and to the auditors but this article shall not
require a copy of those documents to be sent to any member or holder of
debentures of whose address the Company is unaware or to more than one of the
joint holders of any shares or debentures. If all or any of the shares in or
debentures of the Company are listed or dealt in on any stock exchange, there
shall at the same time be forwarded to the secretary of that stock exchange such
number of copies of each of those documents as may be required by the
regulations of that stock exchange.
(2) The Company may, in accordance with section 426 of the Act and any
regulations made under it, send a summary financial statement to any member
instead of or in addition to the documents referred to in paragraph 119(l)
above.
NOTICES
120. Any notice to be given to or by any person pursuant to these articles
shall be in writing, except that a notice calling a meeting of the directors
need not be in writing.
121. The Company may give any notice to a member either personally or by
sending it by post in a prepaid envelope addressed to the member at his
registered address or by leaving it at that address. In the case of joint
holders of a share, all notices shall be given to the joint holder whose name
stands first in the register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders. A member
whose registered address is not within the United Kingdom and who gives to the
Company an address within the United Kingdom at which notices may be given to
him shall be entitled to have notices given to him at that address, but
otherwise no such member shall be entitled to receive any notice from the
Company.
122. A member present either in person or by proxy, or in the case of a
member which is a corporation 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 notice of the meeting and, where requisite, of the purposes for
which it was called.
123. Every person who becomes entitled to a share shall be bound by any
notice in respect of that share which, before his name is entered in the
register of members, has been given to the person from whom he derives his
title.
124. Where, by reason of the suspension or curtailment of postal services
within the United Kingdom, the Company is unable effectively to convene a
general meeting by notice sent by post, notice of the meeting shall be
sufficiently given if given by advertisement in two leading national daily
newspapers published in the United Kingdom. The Company shall send a copy of
the notice to members by post if at least seven clear days before the meeting
the posting of notices to addresses throughout the United Kingdom again becomes
practicable.
125. Any notice to be given by the Company to the members or any of them,
the manner of giving which is not provided for by these articles, shall be
sufficiently given if given by advertisement in at least one leading national
daily newspaper published in the United Kingdom.
126. A notice sent by post shall be deemed to have been given on the day
following that on which the envelope containing the notice was posted unless it
was sent by second class post or there is only one class of post in which case
it shall be deemed to have been given on the day next but one after it was
posted. Proof that the envelope was properly addressed, prepaid and posted
shall be conclusive evidence that notice was given. A notice given by
advertisement shall be deemed to have been served on the day on which the
advertisement appears.
127. A notice may be given by the Company to the person entitled to a share
in consequence of the death or bankruptcy of a member or otherwise by operation
of law 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
like description, at the address, if any, within the United Kingdom supplied for
that purpose by the person claiming to be so entitled. Until such an address
has been supplied, a notice may be given in any manner in which it might have
been given if the death or bankruptcy or operation of law had not occurred.
WINDING UP
128. If the Company is wound up, the liquidator may, with the sanction of a
special resolution and any other sanction required by law and these articles,
divide among the members in specie the whole or any part of the assets of the
Company and may, for that purpose, value any assets and determine how the
division shall be carried out as between the members or different classes of
members. The liquidator may, with the like sanction, vest the whole or any part
of the assets in trustees upon such trusts for the benefit of the members as he
may with the like sanction determine, but no member shall be compelled to accept
any assets upon which there is a liability.
INDEMNITY
129. Subject to the provisions of the Act, but without prejudice to any
indemnity to which a director may otherwise be entitled, every director or other
officer or auditor of the Company shall be indemnified out of the assets of the
Company against any liability, loss or expenditure incurred by him in defending
any proceedings, whether civil or criminal, which relate to anything done or
omitted to be done or alleged to have been done or omitted to be done by him as
an officer or auditor of the Company and in which judgment is given in his
favour or in which he is acquitted or incurred in connection with any
application in which relief is granted to him by the court from liability in
respect of any such act or omission or from liability to pay any amount in
respect of shares acquired by a nominee of the Company. Subject to the
provisions of the Act, the directors may purchase and maintain insurance at the
expense of the Company for the benefit of any director or other officer or
auditor of the Company 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, officer or auditor. The
directors may authorise directors of companies within the Group to purchase and
maintain insurance at the expense of the Company for the benefit of any
director, other officer or auditor of such company in respect of such liability,
loss or expenditure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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