Regulatory Filings • Mar 31, 2021
Regulatory Filings
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Company No. 09763575
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| 1. | Exclusion of model articles1 | |
|---|---|---|
| 2. | Definitions and interpretation 1 |
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| 3. | Liability of members5 | |
| 4. | Share capital5 | |
| 5. | Variation of rights6 | |
| 6. | Alteration of capital 7 |
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| 7. | Share certificates7 | |
| 8. | Calls on shares 9 |
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| 9. | Lien on shares11 | |
| 10. | Forfeiture and surrender of shares 12 |
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| 11. | Transfer of shares13 | |
| 12. | Destruction of documents15 | |
| 13. | Untraced shareholders16 | |
| 14. | Transmission of shares17 | |
| 15. | Suspension of rights where non-disclosure of interests18 | |
| 16. | General meetings 21 |
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| 17. | Notice of general meetings 22 |
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| 18. | Proceedings at general meetings23 | |
| 19. | Voting 29 |
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| 20. | Votes of members30 | |
| 21. | Proxies32 | |
| 22. | Corporation acting by representatives 36 |
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| 23. | Number, appointment, retirement and removal of Directors36 | |
| 24. | Directors' remuneration40 | |
| 25. | Powers and duties of Directors41 | |
| 26. | Alternate Directors42 | |
| 27. | Meetings and proceedings of Directors 44 |
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| 28. | Directors' interests45 | |
| 29. | Secretary 50 |
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| 30. | Authentication of documents50 | |
| 31. | The seal/execution of documents50 | |
| 32. | Minutes and books51 | |
| 33. | Accounts 51 |
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| 34. | Auditors52 | |
| 35. | Dividends52 | |
| 36. | Reserves59 | |
| 37. | Capitalisation of reserves59 | |
| 38. | Documents, information and notices 61 |
| 39. | Winding up66 | |
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| 40. | Indemnity for Directors and officers66 | |
| 41. | Insurance for Directors and officers 67 |
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| 42. | Defence expenditure 67 |
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| 43. | Borrowing powers68 | |
| 45. | Deferred Shares77 | |
| 44. | Limitations on holdings72 |
(Company No. 09763575)
No articles set out in any statute or other instrument having statutory force apply to the Company and the following are the Company's articles of association.
In these Articles:
"address", in relation to a communication made by electronic means, includes any number or address used for the purposes of that communication (including, without limitation, in the case of an Uncertificated Proxy Instruction (as defined in Article 21.10 (Meaning of "Uncertificated Proxy Instruction")) an identification number of a participant in the Relevant System concerned);
"Articles" means these Articles of Association as from time to time altered;
"Auditors" means the Company's appointed auditors from time to time;
"Board" means the board of Directors of the Company or the Directors present or deemed present at a duly convened meeting of the Directors at which a quorum is present;
"CA06" means the Companies Act 2006;
"certificated" means, in relation to any share or other security of the Company, that it is not held or to be held in uncertificated form;
"clear days" means in relation to a period of notice the period excluding the day on which the notice is given or deemed to have been given and the day for which it is given or on which it is to take effect;
"Deferred Shares" means the deferred shares in the capital of the Company;
"Director" means a director of the Company;
"distribution recipient" means, in respect of a share in respect of which any dividend, interest or other moneys are payable in cash:
(a) the holder of that share; or
(b) if the share has two or more joint holders, the joint holder who is named first in the Register;
"electronic facility" means a device, system, procedure, method or facility providing an electronic means of attendance or participation at (or both attendance and participation at) a general meeting decided by the Directors pursuant to Article 16.4 (Simultaneous attendance and participation by electronic facilities);
"electronic form" has the meaning given in the CA06;
"electronic means" has the meaning given in the CA06;
"executed" means any mode of execution;
"FCA" means the Financial Conduct Authority;
"financial institution" means any financial institution as that expression is defined in s778 CA06;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"hard copy" has the meaning given in the CA06;
"holder" means in relation to shares the person entered in the Register and "shareholder" and "member" shall be construed accordingly;
"Listing Rules" means the rules and regulations made by the FCA under Part VI of FSMA, and contained in the FCA's publication of the same name;
"month" means calendar month;
"Office" means the registered office of the Company for the time being;
"Official List" means the Official List of the FCA;
"Ordinary Shares" means ordinary shares in the Company;
"paid up" means paid or credited as paid-up;
"principal meeting place" has the meaning given in Article 18.13 (General meeting with satellite meetings);
"record date" has the meaning given in Article 35.15 (Record dates);
"Register" means, in relation to a certificated share or the holder of it, the register of members maintained by the Company and, in relation to an uncertificated share or the holder of it, the register of members of the Company maintained by the operator of the Relevant System through which title to that share is evidenced and transferred and "registered" shall be construed accordingly;
"Regulations" means the Uncertificated Securities Regulations 2001 as amended or replaced from time to time and any subordinate legislation or rules made under them for the time being in force;
"Relevant System" means any computer-based system, and procedures, permitted by the Regulations and the rules of the FCA, which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters;
"satellite meeting place" has the meaning given in Article 18.13 (General meeting with satellite meetings);
"Seal" means the common seal (if any) of the Company and the Securities Seal (if any) or either of them as the case may require;
"Secretary" means the Secretary of the Company or any other person appointed to perform the duties of the Secretary of the Company including (subject to the provisions of the Statutes) a joint, deputy or assistant Secretary;
"Securities Seal" means the official seal (if any) kept by the Company under the provisions of s50 CA06;
"Statutes" means the CA06 and every other statute (and any subordinate legislation, order or regulations made under any of them) concerning companies and affecting the Company (including, without limitation, the Regulations), in each case, as they are for the time being in force;
"Subsidiary" means a subsidiary and/or subsidiary undertaking of the Company as each of the terms are defined in the CA06;
"uncertificated" means in relation to any share or other security of the Company that title to it is evidenced and transferred or to be evidenced and transferred by means of a Relevant System;
"United Kingdom" means Great Britain and Northern Ireland;
"working day" has the meaning given in the CA06;
"writing" includes handwriting, typewriting, printing, lithography, photocopying and other modes of representing or reproducing words in legible and non-transient form including, unless provided otherwise, by electronic means or in electronic form; and
"year" means calendar year.
In these Articles, unless the context otherwise requires, any reference to:
(a) a meeting means a meeting convened and held in any manner permitted by these Articles, including a general meeting at which some of those entitled to be present attend and participate by means of electronic facility or facilities. Those persons shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles and attend, participate, attending, participating, attendance and participation shall be construed accordingly;
In these Articles, the table of contents and headings are included for convenience only and shall not affect the interpretation or construction of these Articles.
Unless the context otherwise requires, any words and expressions defined in the Statutes and not defined in these Articles shall have the meanings given to them in the Statutes.
Where pursuant to any provision of these Articles any notice, appointment of proxy or other document that is in electronic form is required to be signed or executed by or on behalf of any person, that signature or execution includes the affixation by or on behalf of that person of an electronic signature (as defined in s7(2) Electronic Communications Act 2000) in such form as the Directors may approve.
A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.
Nothing in these Articles precludes the holding and conducting of a meeting in such a way that persons who are not present together at the same place may by electronic means attend and participate in it.
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
Subject to the provisions of the Statutes and without prejudice to any rights for the time being conferred on the holders of any class of shares (which rights shall not be varied or abrogated except with any consent or sanction as is required by Article 5 (Variation of rights)), any share in the Company may be issued with such preferred, deferred or other rights, or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine (or failing any such determination as the Directors may determine).
The Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder. The Directors may decide the terms, conditions and manner of redemption of any of those shares and must do so before the shares are allotted.
Subject to the provisions of these Articles and of the Statutes, and to any direction given by the Company in general meeting, the Directors may allot, grant options over, or otherwise dispose of shares to such persons (including the Directors themselves) at such times and on such terms as the Directors may think proper.
The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent permitted by the Statutes. Subject to the provisions of the Statutes 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. The Company may also on any issue of shares pay such brokerage as may be lawful.
Except as required by law, no person may be recognised by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognise even when having express notice of it any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as otherwise provided by these Articles or by law) any other right in respect of any share, except an absolute right to the entirety in the holder.
The Directors may at any time after the allotment of any share but before any person has been entered in the Register as the holder recognise a renunciation of such allotment by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.
The Company may issue fractions of shares in accordance with, and subject to the provisions of, the CA06, provided that:
Whenever the capital of the Company is divided into different classes of shares, the rights or privileges attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding-up, either with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise). All the provisions of these Articles relating to general meetings shall, mutatis mutandis, apply to every such separate general meeting, except that:
Unless otherwise expressly provided by these Articles or by the rights conferred upon the holders of any class of shares those rights or privileges are not deemed to be varied by:
(a) the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with the firstmentioned shares but in no respect in priority; or
(b) the purchase by the Company of any of its own shares.
Any resolution authorising the Company to sub-divide its shares or any of them may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage or be subject to any restriction as compared with the others.
Subject to any direction by the Company in general meeting, whenever as the result of any consolidation or sub-division of shares any members of the Company are entitled to fractions of a share, the Directors may:
(a) Every person whose name is entered as a member in the Register (other than a financial institution in respect of whom the Company is not required by law to complete and have ready for delivery a certificate) is (except where the Directors have passed a resolution pursuant to Article 7.5) entitled, except as provided by the Statutes, without payment to receive one certificate for all the shares of each class held by them or, upon payment of such reasonable out-ofpocket expenses for every certificate after the first as the Directors shall from time to time determine, to several certificates each for one or more of their shares.
Every certificate must be issued under the Seal (or under a Securities Seal or, in the case of shares on a branch register, under an official seal for use in the relevant territory) or, subject to the provisions of the Statutes, in such other manner as the Directors may resolve. Each share certificate must specify the number and class of the shares to which it relates and the amount paid up on them. Whether or not certificates are issued under the Seal, the Directors may by resolution decide that any signatures on any certificates need not be autographic but may be affixed by some method or system of mechanic or electronic signature or that certificates need not be signed by any person.
If a share certificate or any other document of title is worn out, defaced, lost, stolen or destroyed, it must be renewed free of charge on such terms (if any) as to evidence and indemnity with or without security as the Directors require. In the case of loss, theft or destruction the person to whom the new certificate is issued must pay to the Company any exceptional out-of-pocket expenses incidental to the investigation of evidence of loss or destruction and the preparation of the requisite form of indemnity and, in the case of defacement or wearing out, that person must deliver up the old certificate to the Office.
Subject to the terms of issue of the shares and to the provisions of these Articles, the Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium).
A call shall be deemed to have been made when the resolution of the Directors authorising the call was passed. At any time before the date on which payment in respect of the call is due, a call may be revoked or postponed in whole or part as the Directors may specify by a further notice in writing to the member in respect of whose shares the call is made.
Each member shall (subject to receiving at least 14 clear days' notice specifying the time and place of payment) pay to the Company, at the time or times and place of payment so specified, the amount called on their shares. A call may be required to be made payable by instalments. A person on whom a call is made shall remain liable for calls made on them despite the subsequent transfer of the shares in respect of which the call was made.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of such share.
If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on such sum from the day fixed for payment of such sum to the time of actual payment at the rate specified by the terms of issue of the share or, if no rate is specified, at an appropriate rate or at such rate as the Directors may determine together with all expenses that may have been incurred by the Company by reason of such non-payment but the Directors shall be at liberty in any case or cases to waive payment of such interest and expenses wholly or in part.
Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable on allotment or at any fixed date shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise and all other relevant provisions of these Articles shall apply as if such sum had become payable by virtue of a call duly made and notified.
The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid on any shares held by that person. The Company may pay interest upon the money so received, or as much of it as exceeds for the time being the amount called up on the shares in respect of which such advance has been made, at such rates as the member paying such sum and the Directors agree in addition to the dividend payable on such part of the share in respect of which such advance has been made as is actually called up. No dividend shall be payable on so much of the moneys paid up on a share as exceeds the amount for the time being called up on a share. The Directors may at any time repay the amount so advanced on giving to such member not less than three months' notice in writing of the Directors' intention to do so, unless before the expiration of such notice the amount so advanced shall have been called up on the share in respect of which it was advanced.
The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the time of payment of such calls.
If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may delegate to the person in whose favour such mortgage or security is executed, or to any other person in trust for them, the power to make calls on the members in respect of such uncalled capital, and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls so made and to give valid receipts for such moneys, and the power so delegated shall subsist during the continuance of the mortgage or security, despite any change of Directors, and shall be assignable if expressed so to be.
The Company shall have a first and paramount lien on any of its shares which are not fully paid in the circumstances and to the extent permitted by the Statutes for all amounts (whether presently payable or not) called or payable in respect of that share; but the Directors may waive any lien which has arisen and may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien (if any) on a share shall further extend to all dividends and interest payable on such share.
The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is due and payable, nor until a notice in writing, stating and demanding payment of the sum presently payable, and giving notice of the intention to sell in default, shall have been given to the holder for the time being of the share, or to the person entitled to the share by reason of the holder's death or bankruptcy and the holder (or person so entitled) has defaulted in payment for seven clear days after the date of the notice.
To give effect to any permitted sale of any shares on which the Company has a lien, the Directors may authorise a person to execute a transfer of the shares sold to, or in accordance with the directions of, the purchaser. Subject to payment of any stamp or other duty due the purchaser shall be entered in the Register as the holder of the shares comprised in any such transfer, and the purchaser shall not be bound to see to the application of the purchase money, nor shall the purchaser's title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
The net proceeds of a permitted sale of shares in which the Company has a lien shall be received by the Company and, after payment of the costs of such sale, be applied in or towards satisfaction of the amount due to the Company in respect of which the lien exists, so far as the same is presently payable, and the balance (if any) shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the holder at the date of the sale.
If a member fails to pay the whole or any part of any call or instalment of a call on the day fixed for payment, the Directors may, at any time after such date, serve a notice on that member requiring payment of so much of the call or instalment as is unpaid, together with any accrued interest and any expenses incurred by the Company by reason of such non-payment.
The notice shall name a further day (not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment in accordance with such notice, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.
If the notice is not complied with, any share in respect of which such notice was given may at any time after that, before payment of all calls or instalments and interest and expenses due in respect of it has been made, be forfeited by a resolution of the Directors to that effect. Every forfeiture shall include all dividends declared or other amounts payable in respect of the forfeited share and not actually paid before the forfeiture. The Directors may accept the surrender of any share which they are in a position to forfeit upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited.
Subject to the Statutes, a forfeited or surrendered share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who before such forfeiture was the holder of such share or to any other person upon such terms and such conditions as the Directors shall think fit and the Company may receive the consideration, if any, for such sale, re-allotment or disposal. The Directors may if they reasonably consider it necessary authorise some person to execute the transfer of a forfeited or surrendered share. At any time before sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Any share not sol, re-allotted or disposed of in accordance with this Article within a period of three years from the date of its forfeiture or surrender shall, at the expiry of that period, be cancelled in accordance with the provisions of the Statutes.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before the forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give notice.
A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares and shall surrender to the Company for cancellation the certificate in relation to such shares, but shall, despite the forfeiture or surrender, remain liable to pay to the Company all moneys which, at the date of forfeiture or surrender, were then payable by them to the Company in respect of those shares, with interest on those moneys at such rate (not exceeding 15 per cent. per annum) as the Directors shall think fit from the date of forfeiture or surrender until payment, and that person shall remain liable to satisfy all (if any) of the claims and demands which the Company might have enforced in respect of the shares at the time of forfeiture or surrender without any reduction or allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal; but that person's liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.
The forfeiture or surrender of a share shall involve the extinction at the time of forfeiture or surrender of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the holder whose share is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Statutes given or imposed in the case of past members.
A statutory declaration in writing by a Director or the Secretary that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Such declaration shall (subject to the execution of any necessary instrument of transfer) constitute a good title to the share. The person to whom the share is sold or disposed shall be registered as the holder of the share and shall be discharged from all calls made prior to such sale or disposition and shall not be bound to see to the application of the purchase money or other consideration (if any), nor shall that peron's title to the share be affected by any act, omission or irregularity in, or invalidity of, the proceedings with reference to the forfeiture or surrender, sale, re-allotment or disposal of the share.
Subject to such of the restrictions contained in these Articles as may be applicable, any member may transfer all or any of their shares by transfer in writing in any usual or common form or in any other form acceptable to the Directors or by any other manner acceptable to the Directors and permitted by the Statutes and the Financial Conduct Authority.
Every written instrument of transfer of a share shall be executed by or on behalf of the transferor and (in the case of a partly paid share) by or on behalf of the transferee. The transferor of any share shall remain the holder of the share concerned until the name of the transferee is entered in the Register in respect of that share.
The Directors may, in their absolute discretion, refuse to register the transfer of a share which is not fully paid or on which the Company has a lien provided that, where any such share is listed on the Official List, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
The Directors may also refuse to register a transfer of a share unless:
If the Directors refuse to register a transfer of a share, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal together with reasons for the refusal.
Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.
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 case of fraud) be returned to the person lodging it when notice of the refusal is given.
No fee shall be charged by the Company for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.
For the avoidance of doubt, nothing in these Articles shall require shares to be transferred by a written instrument if the Statutes provide otherwise and the Directors shall be empowered to implement such arrangements as they consider fit in accordance with and subject to the Statutes and the rules of the London Stock Exchange and Financial Conduct Authority to evidence and regulate the transfer of title to shares in the Company and for the approval or disapproval as the case may be by the Directors or the operator of any Relevant System of the registration of those transfers.
The Company shall be entitled to destroy:
It shall conclusively be presumed in favour of the Company that every share certificate destroyed as permitted by Article 12.1 was a valid certificate duly and properly cancelled, that every entry on the Register purporting to have been made on the basis of a document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed was a valid and effective document in accordance with the particulars of it recorded in the books or records of the Company, provided always that:
(d) any document referred to in Article 12.1 may be destroyed at a date earlier than that authorised by that Article provided that a permanent copy of such document shall have been made which shall not be destroyed before the expiration of the period applicable to the destruction of the original of such document and in respect of which the Directors shall take adequate precautions for guarding against falsification and for facilitating its production.
The Company is entitled to sell at the best price reasonably obtainable any share of a member or any share to which a person is entitled by transmission if and provided that:
The Company is also entitled to sell for the best price reasonably obtainable any additional share issued during either:
in each case in right of any share held at the beginning of the period referred to in Article 13.1(a) or in right of any additional share previously so issued. The Company may only sell the additional share if the requirements of Articles 13.1(a) to (c) have been satisfied in relation to it.
To give effect to the sale of any share pursuant to Article 13.1 the Company may appoint some person to execute as transferor any necessary instrument of transfer of that share and that instrument of transfer shall be as effective as if it had been executed by the holder or person entitled by transmission to the share. The transferee shall not be bound to see to the application of the purchase moneys nor shall their title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company and on receipt the Company shall be indebted to the member (or other person entitled to the share) for an amount equal to the net proceeds of that sale but no trust shall be created and no interest shall be payable in respect of the proceeds of sale. The proceeds of sale may either be employed in the business of the Company or invested in such investment (other than shares of the Company or its holding company, if any) as the Directors may from time to time think fit.
If a member dies, the survivor or survivors where the deceased was a joint holder, or that member's personal representatives where the deceased 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 the deceased's interest in the share; but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share held by that holder.
Any person becoming entitled to a share as a consequence of the death or bankruptcy of a member may, subject to the following and upon supplying to the Company such evidence of that entitlement as the Directors may reasonably require, either be registered as holder of the share upon giving to the Company notice in writing of such desire or transfer such share to some other person. All the limitations, restrictions and provisions of these Articles relating to the right of transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were an instrument of transfer executed by such member.
Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member shall (upon supplying to the Company such evidence of that entitlement as the Directors may reasonably require) be entitled to the same dividends and other advantages as those to which they would be entitled if they were the holder of the share, except that that person
shall not (except with the authority of the Directors) be entitled in respect of such share to attend or vote at meetings of the Company or to any of the rights or privileges of a member until they have been registered as a member in respect of the share. The Directors may at any time give notice requiring any such person to elect either to be registered as the holder of the share or to transfer the share and if the notice is not complied with within 60 days the Directors may after that withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.
If any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under s793 CA06 and is in default for the prescribed period in supplying to the Company the information thereby required, then at any time after that the Directors may (in their absolute discretion) by notice to such member or such other person direct:
(ii) no transfer, other than an approved transfer, of any of the shares held by such member shall be registered unless:
(iii) any shares held by such member in uncertificated form shall forthwith be converted into certificated form (and the Directors shall be entitled to direct the operator of any Relevant System applicable to those shares to effect that conversion immediately) and that member shall not after that be entitled to convert all or any shares held by them into uncertificated form (except with the authority of the Directors) unless:
The Company shall send to each other person appearing to be interested in the shares that are the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice. Neither the Company nor the Directors shall in any event be liable to any person as a result of the Directors having imposed any restrictions pursuant to Article 15.1 if the Directors have acted in good faith.
Any direction notice shall have effect in accordance with its terms until seven days (or such shorter period as the Directors may resolve) after the earlier of the date on which:
The Directors may at any time give notice cancelling a direction notice, in whole or in part, or suspending, in whole or in part, the imposition of any restrictions contained in the direction notice for a given period. If dividends or other moneys payable in respect of any default shares shall be withheld as a result of any restrictions imposed by a direction notice, such dividends or other money shall accrue and shall be payable (without interest) upon the relevant restrictions ceasing to apply.
For the purposes of this Article 15:
Nothing in this Article shall limit the powers of the Company under s794 CA06 or any other powers whatsoever.
The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year. The annual general meeting shall be held at such time and place, including partly (but not wholly) by means of electronic facility or facilities, as may be decided by the Directors.
The Directors may call a general meeting. The Directors must call a general meeting if the members and the CA06 require them to do so.
The Directors shall decide in relation to each general meeting the means of attendance and participation at the meeting, including whether the persons entitled to attend, speak and vote at the meeting shall be enabled to do so:
or be heard by all other persons present at the meeting on account of a breakdown in electronic facilities shall not in any way affect the validity of the proceedings of the meeting.
No provision of these Articles authorises or allows a general meeting to be held exclusively on an electronic basis.
Every notice of a meeting of the Company shall:
(i) a proxy to exercise all or any of that member's rights to attend, speak and vote at the meeting; and
(ii) more than one proxy in relation to the meeting if each proxy is appointed to exercise the rights attached to a different share or shares held by the member;
If the Company gives notice of a general meeting or a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be disregarded for the purpose of determining whether notice of the meeting or resolution is properly given, but this is subject to the exceptions prescribed by the CA06. The non-receipt of a notice of a general meeting or a resolution intended to be moved at a general meeting is to be disregarded for the purpose of determining whether notice of the meeting or resolution is properly given.
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the appointment of a Chair which shall not be treated as part of the business of the meeting. Two qualifying persons present at a meeting are a quorum unless each person is a qualifying person only because:
For the purposes of this Article 18, a "qualifying person" is an individual who is a member, a person authorised to act as the representative of a member (being a corporation) in relation to the meeting or a person appointed as proxy of a member in relation to the meeting.
If within 15 minutes from the time appointed for the meeting (or such longer interval not exceeding one hour as the Chair of the meeting may decide) a quorum is not present or if during a meeting a quorum ceases to be present, the meeting is dissolved if the meeting was convened on the requisiton of the members or any of them. In any other case:
(a) it stands adjourned to such time, date and place as may be fixed by the Chair of the meeting and, when fixing the date of the adjourned meeting, it has to be at least 10 days after the date of the original meeting (excluding the day of the original meeting and the day of the adjourned meeting); and
(b) if at that adjourned meeting a quorum is not present within 30 minutes from the time appointed for holding the meeting, a qualifying person is a quorum.
The Directors or the Chair of the meeting, may make such arrangements and give such directions as they or the Chair shall in their or the Chair's absolute discretion consider appropriate for the purpose of:
The Directors or the Chair of the meeting may also from time to time vary those arrangements or make new arrangements in place of them.
Without prejudice to Article 18.3, the Directors or the Chair of the meeting may direct that persons wishing to attend general meetings at a physical place should provide evidence of identity and submit to such searches, security arrangements and restrictions (including as to the items that may be taken into the meeting place) as the Directors or the Chair of the meeting shall consider appropriate in the circumstances.
Without prejudice to Article 18.3, if a general meeting is held partly by means of an electronic facility or facilities pursuant to Article 16.4 (Simultaneous attendance and participation by electronic facilities), the Directors or the Chair of the meeting may make any arrangement and impose any requirement or restriction that is:
In this respect, the Directors may authorise any voting application, system or facility for attendance and participation as they see fit.
The Directors shall be entitled in their absolute discretion to authorise one or more persons (including a Director or the Secretary or the Chair of the meeting) to refuse physical or electronic entry to, or eject (physically or electronically) from, any meeting any person who:
The Chair's decision on matters of procedure or arising incidentally from the business of the meeting shall be final. This includes the Chair's decision on whether any matter is of that nature.
The Chair (if any) of the Directors, or, failing whom, the deputy [Chair] (if any) must preside as Chair at every general meeting of the Company. If at any meeting neither shall be present at the principal place of meeting within 15 minutes after the time fixed for holding the meeting and willing to act as Chair, the Directors present at the principal place of meeting must choose one of their number to be Chair of the meeting. If no Director is present at the principal place of meeting, or if all the Directors present at the principal place of meeting decline to take the chair, the members present at the principal place of meeting personally or by proxy and entitled to vote shall elect one of themselves to be Chair of the meeting by a resolution passed at the meeting.
(iii) to ensure the business of the meeting is properly disposed of.
(c) If it appears to the Chair of the meeting that the facilities at the principal meeting place or any satellite meeting place or an electronic facility or facilities or have become inadequate for the purposes referred to in Article 16.4 (Simultaneous attendance and participation by electronic facilities) or Article 18.13 (General meeting with satellite meetings), then the Chair may, without the consent of the meeting, interrupt or adjourn the meeting.
The following applies if, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time or place (or places in the case of a satellite meeting) specified in the notice calling the general meeting or by means of the electronic facility stated in that notice:
(b) The Directors shall take reasonable steps to ensure that notice of the date, time and place of the rearranged meeting (or places in the case of a satellite meeting) is given to any member trying to attend the meeting at the original time and place.
(c) Notice of the date, time and place of the rearranged meeting (or places in the case of a satellite meeting) shall, if practicable, also be placed on the Company's website and notified to a regulatory information service.
as an ordinary resolution, no amendment to that resolution (other than a mere clerical amendment to correct a patent error) may be considered or voted on unless at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which that resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the resolution has been lodged at the Office.
(c) The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to participate in, the general meeting in question.
(d) The meeting shall be duly constituted and its proceedings valid if the Chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at the principal meeting place and at other satellite meeting places are able to:
Without prejudice to Article 23.11 (No share qualification for Directors) and subject to the Statutes, the Chair may invite any person to attend and speak at general meetings of the Company whom the Chair considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting. In addition, the Chair may invite any person who has been nominated by a member of the Company (provided that the Chair is satisfied that, at such time as they may decide, the member holds any shares in the Company as that person's nominee) to attend and, if the Chair considers it appropriate, to speak at general meetings of the Company.
Unless otherwise specified in the notice of meeting or decided by the Chair of the meeting, a general meeting is deemed to take place at the physical place where the Chair of the meeting is present at the time of the meeting.
At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands, unless (before, or on the declaration of the result of, the show of hands) a poll is demanded. Subject to the provisions of the CA06, a poll may be demanded:
A resolution put to the vote at a general meeting held partly by means of electronic facility or facilities shall be held on a poll in such manner as the Directors (or Chair of the meeting) in their respective sole discretion deem appropriate for the purposes of the meeting.
Unless a poll is demanded, a declaration by the Chair of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority or lost, or not carried by a particular majority and an entry to that effect in the minute book shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded for or against such resolution.
If a poll is demanded, it shall be taken in such manner (including the use of ballot or voting papers or cards) as the Chair of the meeting may direct. The Chair may appoint scrutineers (who need not be members) and may adjourn the meeting to some time, date and place fixed by the Chair for the purpose of declaring the result of the poll.
A poll demanded on the election of a Chair of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at some time later during or at the end of the meeting or at such subsequent time, date (not being more than 30 days from the date of the meeting) and place and by such means of attendance and participation (including at such place and/or by means of such electronic facility) as the Chair of the meeting may direct. No notice need be given of a poll not taken immediately if the time, date and place at, and means by, which it is to be taken are announced at the meeting. In any other case, at least seven clear days' notice shall be given specifying the time, date and place at which the poll shall be taken.
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.
The demand for a poll may at any time before the conclusion of the meeting be withdrawn but only with the consent of the Chair of the meeting, and if it is so withdrawn:
but, if a demand is withdrawn, the Chair of the meeting or other member or members so entitled may demand a poll.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting at which the show of hands takes place or at which the poll is demanded is not entitled to a second or casting vote in addition to the votes which they may have.
Subject to any other provision of these Articles and without prejudice to any special rights, privileges or restrictions as to voting attached to any shares for the time being forming part of the capital of the Company:
(ii) except as provided in Article 20.1(a)(iii) or (iv), each proxy present in person who has been duly appointed by one or more members entitled to vote on a resolution has one vote;
(iii) each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution and the proxy has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; and
For the avoidance of doubt, the Company itself is prohibited (to the extent specified by the Statutes) from exercising any rights to attend or vote at meetings in respect of any shares held by it as treasury shares.
On a show of hands or 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 and on a poll a person entitled to more than one vote need not, if they vote, use all their votes or cast all the votes they use in the same way.
In the case of joint holders of a share only the vote of the senior holder who votes, whether in person or by proxy, may be counted by the Company and for this purpose the senior holder is determined by the order in which the names of the joint holders appear in the Register in respect of the share.
A member in respect of whom an order has been made by any Court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by any person authorised in that behalf by that Court, and any such person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at or delivered to the Office (or such other place or address as is specified in accordance with these Articles for the deposit or delivery of appointments of proxy) not later than the last time at which an appointment of proxy should have been deposited or delivered in order to be valid for use at that meeting or on the holding of that poll.
No member (whether in person or by proxy or in the case of a corporate member, by a duly authorised representative) shall (unless the Directors otherwise determine) be entitled to vote or to exercise any other right of membership at any general meeting or at any separate meeting of the holders of any class of shares in the Company in respect of any share held by that member unless all calls or other sums presently payable by that member in respect of that share in the Company have been paid.
No objection shall be raised to the admissibility of any vote or to the counting of or failure to count any vote unless it is raised at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chair of the meeting, whose decision shall be final and conclusive. If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the results of the voting unless it is pointed out at the same meeting, or at any adjournment thereof, and it is in the opinion of the Chair of the meeting of sufficient magnitude to vitiate the result of the voting.
The Company is entitled to assume without enquiry that a proxy or corporate representative has complied with any obligation to vote in accordance with instructions given by the member by whom the proxy or corporate representative is appointed. The validity of anything done at a meeting is not affected by any failure by a proxy or corporate representative to comply with such an obligation.
A member may appoint:
Deposit or delivery of an appointment of proxy shall not preclude a member from attending and voting at the meeting or any adjournment of it.
The appointment of a proxy shall:
The signature of an appointment of proxy need not be witnessed. Where an appointment of proxy is signed on behalf of a corporation by an officer or on behalf of any appointor by an attorney, the Directors may, but shall not be bound to, require reasonable evidence of the authority of any such officer or attorney.
The Directors must send or supply proxy forms to all persons entitled to notice of, and to attend and vote at, any general meeting or at any separate meeting of the holders of any class of shares in the Company.
Such proxy forms shall provide for at least three-way voting on all resolutions to be proposed at that meeting other than resolutions relating to the procedure of the meeting and may either be in blank or may nominate any one or more of the Directors or any other person.
The accidental omission to send an appointment of proxy or the non-receipt of such appointment by any member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting.
The appointment of 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:
In calculating the periods mentioned in this Article, no account is to be taken of any part of a day that is not a working day, unless the Directors decide otherwise in relation to a specific general meeting.
Without limiting any other provision of these Articles, in relation to an uncertificated share the Directors may from time to time:
For the purposes of Article 21.9, "Uncertificated Proxy Instruction" means a communication in the form of:
(a) an instruction which is properly authenticated as determined by the Regulations;
in each case sent by means of the Relevant System concerned and received by such participant in that system acting on behalf of the Company (and in such form and on such terms and conditions) as the Directors may determine subject to the facilities and requirements of that system.
A corporation which is a member of the Company may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting of the Company or at any separate general meeting of the holders of any class of shares. Such a corporation is for the purposes of these Articles deemed to be present in person at any meeting if a person or persons so authorised is or are present at it.
The Directors may appoint any person who is permitted by the Statutes and willing to act to be a Director, either to fill a casual vacancy or as an additional Director but so that the total number of Directors does not exceed any maximum number fixed by or in accordance with these Articles. Any Director so appointed shall retire from office at the annual general meeting next following such appointment. Any Director so retiring is eligible for election by the Company.
Subject to the provisions of these Articles, the Company may by ordinary resolution elect any person who is willing to act to be a Director either to fill a casual vacancy or as an addition to the existing Directors or to replace a Director removed from office under Article 23.12 but so that the total number of Directors does not exceed any maximum number fixed by or in accordance with these Articles.
Each Director shall retire and (except to the extent that any Director's terms of appointment with the Company specify otherwise) is eligible for election or re-election at each annual general meeting.
Article 23.6 applies if:
All retiring Directors who stood for election or re-election at that meeting:
As soon as reasonably practicable after that meeting, they shall convene another general meeting at which they shall retire from office. If, at the end of any meeting convened pursuant to this Article 23.6, the number of Directors is, or would be, fewer than any minimum number of Directors fixed by or in accordance with these Articles, the provisions of this Article 23.6 shall apply to that meeting and, if relevant, any subsequent meetings.
Except as otherwise authorised by s160 CA06, the appointment of each person proposed as a Director shall be effected by a separate resolution.
No person, other than a Director retiring at the meeting, is eligible for election as a Director at any general meeting unless:
In addition to any power of removal conferred by the Statutes the Company may by special resolution remove any Director before the expiration of their term of office despite anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim which such Director may have for damages for breach of any contract of service between them and the Company.
A Director need not hold any share qualification but is entitled to receive notice of and to attend and speak at any general meeting of the Company or at any separate meeting of the holders of any class of shares of the Company.
The office of a Director shall be vacated in any of the following events, namely:
(c) a bankruptcy order or an interim order is made against them or they make any arrangement or composition with their creditors generally;
(d) a registered medical practitioner who is treating them gives a written opinion to the Company stating that they have become physically or mentally incapable of acting as a Director and may remain so for more than three months;
The appointment of any Director to any other executive office or position of employment with the Company shall not automatically determine if that person ceases for any cause to be a Director unless their contract of appointment to such office or employment expressly states otherwise (in which event such determination shall be without prejudice to any rights or claims which that person may have against the Company by reason of such determination).
Each of the Directors may be paid out of the funds of the Company such sum by way of Directors' fees (in addition to any amounts payable under Articles 24.2 or 24.3 or any other provision of these Articles) as the Directors may from time to time determine provided that the aggregate of all such fees so paid to such Directors shall not in any year exceed the sum of £2,000,000 exclusive of value added tax (if applicable) or such higher amount as may from time to time be decided by ordinary resolution of the Company. Those fees shall be divided among the Directors in such manner as the Directors shall direct or, failing agreement, shall be divided equally and shall be deemed to accrue from day to day.
Any Director who is appointed to hold any employment or executive office with the Company or who, by request of the Company, goes or resides abroad for any purposes of the Company or who otherwise performs services which in the opinion of the Directors are outside the scope of that person's ordinary duties as a Director may be paid such additional remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors (or any duly authorised committee of the Directors) may determine and either in addition to or in lieu of any remuneration provided for by or pursuant to any other Article.
Each Director may be paid their reasonable travelling expenses (including hotel and incidental expenses) of attending and returning from meetings of the Directors or committees of the Directors or general meetings or any separate meeting of the holders of any class of shares in the Company or any other meeting which as a Director they are entitled to attend and shall be paid all expenses properly and reasonably incurred by them in the conduct of the Company's business or in the discharge of their duties as a Director. Subject to the Statutes, a Director may also be paid out of the funds of the Company all expenses incurred by them in obtaining professional advice in connection with the affairs of the Company or the discharge of their duties as a Director.
The Directors may exercise all the powers of the Company to provide benefits, either by the payment of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing or not, for any Director or former Director who is or was at any time employed by, or held an executive or other office or place of profit in, the Company or any body corporate which is or has been a Subsidiary of the Company or a predecessor of the business of the Company or of any such Subsidiary and for the families and dependants of any such persons and for the purpose of providing any such benefits contribute to any scheme, trust or fund or pay any premiums.
Subject to the provisions of the Statutes, these Articles and any directions given by the Company in general meeting, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No such direction and no alteration of these Articles shall invalidate any prior act of the Directors which would have been valid if that direction or alteration had not been given or made.
The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards and may determine their remuneration. The Directors may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors with power to sub-delegate and may authorise the members of any local board, or any of them, to fill any vacancies therein and to act despite vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and either collaterally with or to the exclusion of its own powers, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected by it. Subject to this, the proceedings of any local board shall be governed by such of these Articles as regulate the proceedings of the Directors so far as they are capable of applying.
The Directors may from time to time, and at any time by power of attorney or otherwise, appoint any company, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such agent as the Directors may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in them by the appointment.
The Directors may entrust to and confer upon any Director any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers, but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
The Directors may exercise any power conferred by the Statutes to make provision for the benefit of persons employed or formerly employed by the Company or any of its Subsidiaries in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that Subsidiary.
The Directors may from time to time appoint any person to a position in the Company having a designation or title, including the word "Director", or attach to any existing position with the Company such a designation or title. The inclusion of the word "Director" in the designation or title of any person shall not imply that such person is a director of the Company nor shall such person by virtue of such designation or title be empowered in any respect to act as a director of the Company or be deemed to be a Director for any purpose (including any of the purposes of these Articles).
Each Director (other than an alternate Director) at any time by notice in writing may appoint to the office of an alternate Director either another Director or any other person willing to act approved for that purpose by a resolution of the Directors, and may at any time terminate such appointment by notice in writing. The appointment of a person who is not a Director shall, unless previously approved by the Directors, have effect only upon and subject to being so approved. Any such alternate is referred to in these Articles as an alternate Director. Any notice from a Director to the Company pursuant to this Article 26.1 may be sent by facsimile or, at the Company's option, by any other electronic means to an address provided for that purpose by the Company or by post or by hand to the office or to a meeting of the Directors.
The appointment of an alternate Director shall automatically determine in any of the following events:
An alternate Director shall (subject to them giving to the Company an address within the United Kingdom at which notices may be served upon them) be entitled to receive notices of meetings of the Directors and of any committee or sub-committee of the Directors of which their appointor is a member and shall be entitled to attend and vote as a Director and be counted in the quorum at any such meeting at which their appointor is not personally present, and at such meeting generally to perform all functions of their appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if the alternate (instead of their appointor) were a Director. If the alternate Director is a Director or if they shall attend a meeting as an alternate for more than one Director the alternate's voting rights shall be cumulative but the alternate shall not be counted more than once in a quorum. If their appointor is absent from the United Kingdom or otherwise not available, the alternate's signature to any resolution in writing of the Directors shall be as effective as the signature of their appointor. Apart from this, an alternate Director shall not have power to act as a Director nor shall they be deemed to be a Director for the purposes of these Articles but they shall be an officer of the Company and shall not be deemed to be the agent of the Director appointing them.
An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if they were a Director but they shall not be entitled to receive from the Company in respect of their appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to their appointor as such appointor may by notice in writing to the Company from time to time direct.
Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the Chair of the meeting shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, call a meeting of the Directors.
A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of Directors shall during that Director's absence be sent to them at their last known address or any other address (including an address for communications by electronic means) given by that Director to the Company for this purpose. It shall not be necessary to give notice of a meeting of Directors to any Director who is for the time being absent from the United Kingdom if no such request is made or if the address given to the Company for the purpose of this Article is outside the United Kingdom and they have not provided an address for the purpose of communications by electronic means or otherwise. Where such address is outside the United Kingdom notice may be sent by electronic means but the Company shall not be obliged to give the Director a longer period of notice than they would have been entitled to had they been present in the United Kingdom. Any Director may waive notice of any meeting and such waiver may be retrospective.
All or any of the Directors, or the members of any committee or sub-committee of the Directors, may participate in a meeting of the Directors or of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and to be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chair of the meeting is present.
The quorum necessary for the transaction of the business of the Directors may be fixed from time to time by the Directors, and unless so fixed at any other number shall be two.
The Directors may elect from their number a Director to be Chair and another Director to be deputy Chair of their meetings on such terms and for such periods (subject to the Statutes and any retirement from office under Article 23.4 (Re-election)) as they may decide. The Directors may also remove any Director so appointed from that office or otherwise stipulate the period for which they are to hold that office. That removal is without prejudice to any rights or claims that the person removed from office may have against the Company by virtue of being so removed. If no Chair or Deputy Chair is appointed, or if neither is present at any meeting within five minutes after the time appointed for holding that meeting, the Directors present may choose one of their number to be Chair of the meeting.
All acts done by any meeting of the Directors, or of a committee or sub-committee of the Directors, or by any person acting as a Director or as an alternate Director or as a member of any such committee or sub-committee shall (as regards all persons dealing in good faith with the Company) be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or, as the case may be, an alternate Director or member of the committee or sub-committee and had been entitled to vote. This shall apply even if it is discovered afterwards that there was some defect in the appointment or continuance in office of any of those persons, or that any of them were disqualified, or had vacated office or were not entitled to vote.
(ii) in accordance with the Board's normal procedures or in such other manner as the Board may approve.
(c) A reference in these Articles to a conflict of interest includes a conflict of interest and duty and a conflict of duties.
(a) Except as provided by the terms of any authorisation of a conflict of interest or proposed conflict of interest, whether given by the Directors (pursuant to Article 28.1(a)) or otherwise if a meeting (or part of a meeting) of the Directors is concerned with an actual or proposed transaction or arrangement with the company in which a Director is interested, that Director may not vote or be counted in the quorum at that meeting or part of a meeting.
(vi) the provision to a Director of funds to meet expenditure incurred or to be incurred by that Director in defending criminal or civil proceedings against them or in connection with any application under any of the provisions mentioned in s205(5) CA06 or otherwise enabling them to avoid incurring that expenditure; or
(vii) proposals concerning another company in which a Director is interested directly or indirectly (whether as officer, shareholder or otherwise), if the Director and any other persons connected with them do not to that Director's knowledge hold an interest in shares (as that term is used in ss820 to 825 CA06) representing one per cent. or more of the issued shares of any class of the equity share capital of that company (or of any third company through which that interest is derived) or of the voting rights available to members of the relevant company (and that interest is deemed for the purposes of this Article to be a material interest).
If it is proposed to appoint two or more Directors to offices or employments with the Company or with a company in which the Company is interested, or to fix or vary the terms of those appointments, the proposals may be divided and considered in relation to each Director separately and in such case each of those Directors (if not debarred from voting for another reason) may vote (and be counted in the quorum) in respect of each resolution except that which relates to their own appointment.
If a question arises at any meeting of the Directors or committee or sub-committee of the Directors as to the materiality of a Director's interest or as to the entitlement of a Director to vote or count in the quorum and the question is not resolved by that Director's voluntarily agreeing to abstain from voting, the question must be referred to the Chair of the meeting (or where the interest concerns the Chair to the Deputy Chair of the meeting who if not already appointed under Article 27.5 (Appointment and removal of Chair) is the non-executive Director who has been in office as a nonexecutive Director the longest) and the Chair's ruling in relation to any other Director is final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.
The Board may exercise the voting power conferred by the shares in any company held or owned by the Company in any way that it decides (including voting in favour of any resolution appointing any of them directors of that company, or voting or providing for the payment of remuneration to the directors of that company).
Subject to the Statutes, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed from office by the Directors but at any time without prejudice to any claim for damages for breach of any contract of service between the appointee and the Company. If thought fit, two or more persons may be appointed as joint Secretaries and the Directors may also appoint one or more assistants or deputy secretaries from time to time on such terms as they think fit.
Any provision of the Statutes or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.
Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee of the Directors and any books, records, documents and accounts relating to the business of the Company and to certify copies of them or extracts from them as true copies or extracts and, where any books, records, documents or accounts are elsewhere than at the Office, the local manager or other officer of the Company having the custody of them shall be deemed to be a person appointed by the Directors for the above purposes. A document purporting to be a copy of a resolution or an extract from the minutes of a meeting of the Company, the Directors or any committee that is certified as described in this Article, shall be conclusive evidence in favour of all persons dealing with the Company upon the faith of such resolution or extract of minutes, that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.
be executed by the Company shall have the same effect as if executed under the Seal.
The Securities Seal (if any) shall be used only for sealing shares or debentures or other securities or options in respect of such securities issued by the Company and documents creating or evidencing securities or options so issued. Any such securities or documents sealed with the Securities Seal shall not be required to be signed.
The Directors may resolve (if such is lawful) that the Company shall not have a Seal.
The Directors shall cause minutes to be made in books provided for the purpose:
Those minutes, if purporting to be authenticated by the Chair of the meeting to which they relate or the Chair of the next meeting, shall be sufficient evidence of the facts stated in them without any further proof.
Any register, index, minute book, book of account or other book required by these Articles or the Statutes to be kept by or on behalf of the Company may, subject to the Statutes, be kept either by making entries in bound books or by recording them in any other manner. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.
Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Statutes shall be kept at the Office or (subject to the provisions of the Statutes) at such other place in Great Britain as the Directors think fit, and shall always be open to inspection by the officers of the Company. No member (other than a Director or other officer of the Company) or other person shall have any right of inspecting any account or book or document of the Company, except as conferred by the Statutes or authorised by the Directors, by an ordinary resolution of the Company or under an order of a Court of competent jurisdiction.
The Directors shall, in respect of each financial year in accordance with the Statutes, cause to be prepared and to be laid before the Company at a general meeting such annual accounts and reports as are required by the Statutes.
A copy of the Company's annual accounts and reports that are to be laid before the Company at a general meeting shall, not less than 21 days before the date of the meeting, be made available to every member and debenture-holder of the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or of these Articles. This Article shall not require a copy of these documents to be made available to more than one of joint holders or to any person of whose current address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been made available shall be entitled to have a copy made available free of charge on application to the Office.
The requirements of Article 33.3 shall be deemed satisfied by sending to the requisite persons, where permitted by the Statutes and instead of the copies referred to in that Article, a strategic report with supplementary material in the form and containing the information prescribed by the Statutes.
Auditors of the Company shall be appointed and their duties regulated in accordance with the Statutes. The Auditor's report to the members made pursuant to the Statutes shall be laid before the Company at a general meeting and shall be open to inspection by any member.
Subject to the provisions of the Statutes, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members but no such dividend shall exceed the amount recommended by the Directors. For the avoidance of doubt, no dividend shall be payable to the Company itself in respect of any shares held by it as treasury shares (except to the extent permitted by the Statutes).
Every Distribution shall, at any point prior to its payment, be Cancellable by the Directors if the Directors consider, in their sole discretion, that such Cancellation is or may be necessary or appropriate:
Accordingly, notwithstanding the terms of any ordinary resolution of the Company or resolution of the Board, any Distribution declared by such ordinary resolution or resolved to be paid by such Board resolution shall be payable subject in each case to the condition that it shall not have been Cancelled by the Directors prior to its payment (whether or not such conditionality is expressly provided for in the relevant resolution). If the Directors act in good faith, they shall not incur any liability to the members of the Company or any of them in respect of any decision by the Directors to Cancel a Distribution in accordance with this Article 35.2.
In this Article 35.2, (a) the term "Cancellable" means, as the context so requires, cancellable (and withholdable) or deferrable, and "Cancellation", "Cancelled" and similar terms shall be construed accordingly; and (b) the term "Distribution" means, as the context so requires, a dividend (whether interim or final) or any other distribution.
(c) The Board may agree with any member that dividends which may at any time or from time to time be declared or become due on that member's shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.
The Directors may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently payable by that member to the Company on account of calls or otherwise in relation to shares of the Company.
All dividends and interest shall belong and be paid (subject to any lien of the Company) to those members whose names shall be on the Register at the record date fixed in accordance with Article 35.15 despite any subsequent transfer or transmission of shares.
The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares contained in these Articles entitled to become a member, or which any person is under those provisions entitled to transfer, until that person shall become a member in respect of those shares or shall transfer them.
The Directors may retain any dividends or other moneys payable on or in respect of a share on which the Company has a lien, and may apply them in or toward satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
(iv) in respect of shares held in uncertificated form, by means of a Relevant System in any manner consistent with the facilities and requirements of the Relevant System concerned or as the Directors may otherwise decide; or
(v) by any other electronic or other means as the Directors may decide, to an account, or in accordance with the details, specified by the distribution recipient in writing or as the Directors may otherwise decide.
The Directors may for this purpose decide that different methods of payment may apply to different distribution recipients or different groups of distribution recipients.
then the dividend, interest or other moneys payable shall be treated as unclaimed for the purposes of these Articles.
The following applies to all dividends, interest or other moneys payable in cash in respect of registered shares:
If any cheque is returned undelivered or remains uncashed or any other means of transfer permitted by Article 35.9 has failed either:
the Company may stop any means of payment made pursuant to Article 35.9 in relation to dividends, interest or moneys payable in respect of the relevant shares. Subject to the provisions of these Articles, if the holder (or person entitled by transmission) claims the arrears, the Company shall resume payment of dividends, interest and other moneys payable in respect of the relevant shares in accordance with Article 35.9. If any cheque has or is alleged to have been lost, stolen or destroyed, the Directors may, on the request of the person entitled to it, issue a replacement subject to that person complying with any conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
The Company may, upon the recommendation of the Directors, by ordinary resolution, direct payment of a dividend wholly or partly by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to that distribution (including, without limitation, in relation to fractional entitlements or legal or practical problems under the law of, or the requirements of any recognised regulatory body or any stock exchange in, any country or territory), the Directors may settle the same as they think fit and in particular may issue fractional certificates (or ignore fractions) and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all members and may vest any assets in trustees, upon trust for the members entitled to the dividend and may determine that cash shall be paid to any overseas holder upon the footing of the value so fixed.
The waiver, in whole or in part, of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the holder (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and to the extent that the same is accepted as such or acted upon by the Company.
Despite any other provision of these Articles but subject always to the Statutes, the Company or the Directors may specify a date (the "record date") as the date at the close of business (or such other time as the Directors may specify) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, allotment, issue, notice, information, document or circular and such record date may be on or before the date the same is made, paid or despatched or (in the case of any dividend, interest, allotment or issue) after the date on which the same is recommended, resolved, declared or announced but without prejudice to the rights inter se in respect of the same of the transferors and transferees of any such shares or other securities.
With the prior approval of an ordinary resolution of the Company passed at any general meeting the Directors may, in respect of any dividend specified by the ordinary resolution, offer any holders of Ordinary Shares (excluding, for the avoidance of doubt, the Company itself to the extent that it is such a holder by virtue only of its holding any shares as treasury shares) the right to elect to receive in lieu of that dividend (or part of any of that dividend) an allotment of Ordinary Shares credited as fully paid. In any such case, the following provisions shall apply:
market quotation for the Ordinary Shares as derived from the Daily Official List of London Stock Exchange plc, on such five consecutive dealing days as the Directors shall determine provided the first of such days shall be on or after the day on which such Ordinary Shares are first quoted "ex" the relevant dividend, or shall be calculated in such other manner as the Directors may determine and is set out in the announcement of the availability of the election in respect of the relevant dividend. A certificate or report by the Auditors as to the amount of the Relevant Price in respect of any dividend shall be conclusive evidence of that amount and in giving such a certificate or report the Auditors may rely on advice or information from brokers or other sources of information as they think fit;
(f) the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully-paid Ordinary Shares then in issue save only as regards participation in the relevant dividend;
(g) Article 37 (Capitalisation of reserves) shall apply (mutatis mutandis) to any capitalisation made pursuant to this Article;
The Directors may, before recommending any dividend, set aside out of the profits of the Company and carry to reserve such sums as they think proper, which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may properly be applied and, pending such application, may either be employed in the business of the Company or be invested in such investments (subject to the provisions of the Statutes) as the Directors may from time to time think fit. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide. The Directors may divide the reserve into any special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided.
The Directors shall transfer to share premium account as required by the Statutes sums equal to the amount or value of any premiums at which any shares of the Company shall be issued.
The Company may, upon the recommendation of the Directors, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account or income statement) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions, on the footing that it is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by those members respectively or in paying up in full shares, debentures or other obligations of the Company to be allotted and distributed credited as fully paid-up among those members, or partly in one way and partly in the other, but so that, for the purposes of this Article, a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up shares of the Company as fully paid. The Directors may resolve that any shares so allocated to any member in respect of a holding by the member 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. The Directors may authorise any person to enter into an agreement with the Company on behalf of the persons entitled to participate in the distribution providing for the allotment to them respectively of any shares, debentures or other obligations of the Company to which they are entitled on the capitalisation and the agreement shall be binding on those persons.
Where any difficulty arises in regard to any distribution of any capitalised reserve or fund the Directors may settle the matter as they think expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties, as may seem expedient to the Directors.
available for distribution and not required for the payment of any preferential dividend; and
(a) A document or information may be sent or supplied in hard copy form or, subject to Article 38.2(b) below, in electronic form by the Company to any member either personally or by sending or supplying it by post addressed to the member at that member's registered address or by leaving it at that address.
(i) it is made available on the website for part of that period; and
(ii) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable for the Company to prevent or avoid.
If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post to those members who have not notified an address for electronic communication, a general meeting may be convened by a notice advertised in at least one national newspaper in the United Kingdom. In any such case the Company shall send confirmatory copies of the notice by post to those members to whom notice cannot be given by electronic means if at least six clear days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.
(a) Any document or information, if sent by regular post, shall be deemed to have been received on the second day following that on which the envelope containing it is put into the post and in proving that a document or information has been received it shall be sufficient to prove that the letter, envelope or wrapper containing the document or information was properly addressed, prepaid and put into the post.
For the purposes of giving notices of meetings, or of sending or supplying other documents or other information, whether under the Statutes, a provision in these Articles or any other instrument, the Company may determine that persons entitled to receive such notices, documents or other information are those persons entered on the register at the close of business on a day determined by it.
Where a person is entitled by transmission to a share, any notice or other communication shall be given to that person, as if that person were the holder of that share and the address noted in the Register were their registered address. In any other case, any notice or other communication given to any member pursuant to these Articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly given in respect of any share registered in the name of that member as sole or joint holder.
A member shall not be entitled to receive any communication from the Company if two consecutive communications addressed to them, and properly given under these Articles, have been returned to the Company undelivered but they shall again become entitled to receive communications following written notice from them to the Company of a new or corrected registered address (or, in the case of a member whose registered address is not within the United Kingdom, a new address for the service of notices). For the purposes of this Article 38.7, references to a communication include (without limitation) notices of general meetings and any cheque or other instrument of payment, but nothing in this Article 38.7 shall entitle the Company to cease sending any cheques, warrants or orders for dividends or other monies payable in respect of shares, unless it is so entitled under Article 35.11.
Notice of every general meeting shall, subject to the provisions of these Articles, be given in any manner authorised in these Articles to:
No other person shall be entitled to receive notices of general meetings.
Without prejudice to Article 17.3 (Omission or non-receipt of notice of general meeting or resolution) or Article 21.7 (Accidental omission to send proxy), the accidental failure to send any document, notice or information to or the non-receipt of any document, notice or information by any person entitled to any document, notice or information relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding.
If the Company is wound up (whether the liquidation is voluntary, under supervision or by the Court), the liquidator may, with the authority of a special resolution and any other sanction required by the Statutes, divide among the members (excluding the Company itself to the extent that it is a member by virtue only of its holding any shares as treasury shares) in specie or in kind the whole or any part of the assets of the Company whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as the liquidator deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as the liquidator with the like authority determines, and the liquidation of the Company may be closed and the Company dissolved, but so that no members shall be compelled to accept any shares or other property in respect of which there is a liability.
A special resolution sanctioning a transfer or sale to another company duly passed pursuant to s110 Insolvency Act 1986 may authorise the distribution of any shares or other consideration receivable by the liquidator among the members (whether or not in accordance with the existing rights of members) and any such distribution shall be binding on all members subject to the right of dissent and consequential rights conferred by s111 Insolvency Act 1986.
Subject to the provisions of and so far as may be permitted by the Statutes, the Company may, at the Directors' discretion and on such terms as the Directors may decide from time to time, indemnify any Director or other officer of the Company or of a subsidiary against any liability.
Subject to the provisions of and so far as may be permitted by the Statutes, the Company may, at the Directors' discretion and on such terms as the Directors may decide from time to time, indemnify any director or other officer of a company if that company is a trustee of an occupational pension scheme (as defined in s235(6) CA06) against any liability incurred in connection with that company's activities as trustee of that scheme.
Without prejudice to the provisions of Article 40 (Indemnity for Directors and officers) and subject to the provisions of and so far as may be permitted by the Statutes, the Directors shall have power to purchase, fund and/or maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees of the Company, or of any company which is a Subsidiary or in any way allied to or associated with the Company or any such Subsidiary or of any predecessors of the business of the Company or any such company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any such other company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution or discharge of their duties, the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company or pension fund.
Subject to the provisions of and so far as may be permitted by the Statutes, the Company may:
Subject to Article 43.2 and the Statutes, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
The Directors shall:
so as to secure (in relation to Subsidiaries so far as it can by exercising those rights and powers) that the aggregate principal amount for the time being outstanding of all moneys borrowed by the Group:
shall not at any time exceed an amount equal to three times the Adjusted Share Capital and Reserves without the previous sanction of an ordinary resolution of the Company.
For the purposes of this Article:
(ii) in relation to an undertaking without capital are to interests:
(B) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up;
(g) moneys borrowed by any member of the Group expressed in or calculated by reference to a currency other than sterling shall be translated into sterling:
(i) by reference to the rate of exchange used for the conversion of that currency in the latest audited balance sheet of the relevant member of the Group;
but if the amount in sterling resulting from conversion at that rate would be greater than 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;
all as reported in the then latest available audited consolidated balance sheet of the Group but after:
(A) making such adjustments as may be appropriate in respect of any variation in the amount of that paid up share capital or any such reserves after the relevant balance sheet date and so that, for the purpose of making those adjustments, if any issue or proposed issue of shares by the Company for cash has been underwritten then those shares shall be deemed to have been issued and the amount (including any premium) of the subscription moneys payable in respect of them (not being moneys payable later than six months after the date of allotment) shall, to the extent so underwritten, be deemed to have been paid up on a date when the issue of those shares was underwritten (or, if that underwriting was conditional, on the date when it became unconditional);
any time. If as a result that limit is inadvertently exceeded an amount of moneys borrowed equal to the excess may be disregarded until the expiration of 60 days after the date on which (by reason of a determination of the Auditors or otherwise) the Directors become aware that this situation has or may have arisen.
No debt incurred or security given in respect of moneys borrowed in excess of the limit imposed by this Article shall be invalid or ineffectual unless the lender or recipient of the security had express notice at the time when the debt was incurred or security given that the limit imposed by this Article had been exceeded but no lender shall be concerned to see or enquire whether that limit is observed.
In this Article:
and "control" is construed accordingly;
The Directors may at any time serve a notice upon any member requiring them to furnish the Directors with information (in the case of paragraphs (b) to (d) below, to the extent that such paragraphs apply to any person other than the member, so far as such information lies within the knowledge of or can be obtained by such member), supported by a declaration and by such other evidence (if any) in support as the Directors may require, for the purpose of determining:
If such information and evidence is not furnished within a reasonable period (not being less than 14 days) from the date of service of such notice or the information and evidence provided is, in the opinion of the Directors, unsatisfactory for the purposes of so determining, the Directors may (but shall not be obliged to) serve upon such member a further notice calling upon them, within 14 days after the service of such further notice, to furnish the Directors with such information and evidence or further information or evidence as shall (in their opinion) enable them so to determine. If any such information or evidence is not furnished within either such period, the Directors may, without prejudice to any other powers hereinafter conferred on them, withhold, to the extent lawful, the payment of any amounts to which the holder of the relevant shares is entitled.
If the Directors, following consultation with the Council, determine, whether pursuant to information or evidence furnished in response to a notice under Article 44.2 or on any other basis, that there are reasonable grounds for apprehending that the Council may revoke, suspend or determine the membership of Lloyd's of any Subsidiary or refuse to permit any Subsidiary to become a member of Lloyd's or to restrict in any way the ability of any Subsidiary to carry on business as a member of Lloyd's by reason of the interest of a person in shares, the Directors shall be entitled, but shall not be obliged, to serve a written notice on the person and, if different, on the holder or holders of such shares stating that they have so determined and specifying their grounds in general terms, referring to the cessation of voting rights pursuant to Article 44.9 and/or calling for a disposal to be made of all such shares or of such lesser number of shares as shall be specified in the said notice and in that event all the provisions of Articles 44.4 to 44.5 (inclusive) as to Mandated Disposals as shall be specified in such notice shall apply to the shares concerned as if such notice were a Disposal Notice (as defined in Article 44.4) and the shares specified in the notice as to be disposed of were Excess Shares.
Where more than one holder (treating joint holders as a single holder) is required to dispose of shares pursuant to a notice given under this Article the said notice shall specify the number of shares to be disposed of by each such holder (which shall be in the discretion of the Directors and need not be pro rata amongst the holders being called upon to dispose of shares).
The Directors shall withdraw such notice served under this Article at any time if it appears to them that the reasons therefor no longer exist.
If any person (to the knowledge of the Directors and without the consent of the Council) becomes or is deemed in accordance with Articles 44.6 and 44.8 to be a Controller, the Directors shall be entitled, but shall not be obliged, to serve a written notice ("a Disposal Notice") on all those who (to the knowledge of the Directors) have interests in, and, if different, on the holder or holders of, the Specified Shares. The Disposal Notice shall refer to the voting restrictions as set out in Article 44.10 and shall call for a Mandated Disposal to be made and shall state the number of Excess Shares in respect of which the Mandated Disposal is to be made and shall call for reasonable evidence that such Mandated Disposal shall have been effected to be supplied to the Company within 21 days from the date of such notice or such other period as the Directors may consider reasonable and which they may extend. The Directors shall withdraw a Disposal Notice served under this Article (whether before or after the expiration of the period referred to) if it appears to them that there is no Controller in relation to the shares concerned or if the Council gives its consent to the holder of the relevant shares being a Controller.
The Directors may assume without enquiry that a person is not a Controller. The Directors may determine that any person is a Controller if there are reasonable grounds for believing that that person is a Controller (notwithstanding that the Company has not been supplied with a declaration or other evidence establishing to its satisfaction that such person is or may become a Controller) until such time as they are satisfied that such is not the case. Except as otherwise expressly provided, the Directors shall not be required to give any reason for any action taken or not taken or any decision or determination made by them pursuant to Articles 44.1 to 44.12 inclusive.
Unless and until a Disposal Notice is served on a person in accordance with Article 44.4, the exercise by that person of any right attaching to any share in which they are interested shall not be challenged or invalidated by any subsequent determination by the Directors that such person is a Controller.
The Directors shall not be obliged to serve any notice under Articles 44.2 or 44.3 or any Disposal Notice under Article 44.4 upon any person if they do not know that person's identity or address and the absence of service of such a notice in such circumstances as aforesaid and any accidental error in, or failure to give, any notice to any person upon whom notice is required to be served under the foregoing Articles shall not prevent the implementation of or invalidate any procedure thereunder. Any notice to be served under Articles 44.2 to 44.5 inclusive upon a person who is not a member shall be deemed validly served if sent through the post to that person at the address, if any, at which the Directors believe them to be resident or carrying on business. Any such notice shall be deemed served on the day following any day on which it was put in the post and in proving service, it shall be sufficient to prove that the notice was properly addressed, stamped and put in the post. Any determination of the Directors under the provisions of Articles 44.3 to 44.8 inclusive shall be final and conclusive, but without prejudice to the power of the Directors subsequently to vary or revoke such determination.
The holder or holders of the Specified Shares who has or have pursuant to Article 44.3 been served, or deemed to have been served, with a notice by the Directors shall not, with effect from the expiration of such period as the Directors shall specify in such notice (not being longer than 30 days from the date of service of the notice), be entitled to receive notice of, or to attend or vote at, any general meeting of the Company or any meeting of the holders of shares of the relevant class in respect of the shares referred to in that Article as Excess Shares unless the notice is withdrawn in accordance with Article 44.3.
Where a Disposal Notice has been served under Article 44.4 the holder or holders of the Specified Shares shall not in respect of the number of Excess Shares held by each of them be entitled with effect from the date of service of such notice to receive notice of, or to attend or vote at, any general meeting of the Company or any meeting of the holders of shares of the relevant class.
Any member who has pursuant to Article 44.2 been served with a further notice by the Directors requiring them to furnish the Directors with information and evidence or further information or evidence within 14 days after the service of such further notice shall not, with effect from the expiration of such period and until information or evidence is furnished to the satisfaction of the Directors, be entitled to receive notice of, or to attend or vote at, any general meeting of the Company or meeting of the holders of shares of any class other than in respect of such of the shares held by such member as are shares in respect of which it shall have been established to the satisfaction of the Directors that they are not shares in respect of which the Directors may require a disposal pursuant to the provisions of Articles 44.3 to 44.5.
Where any person who acquires or disposes of any interest in any shares of the Company is (or is a Connected Person of) a members' agent, managing agent, Lloyd's broker or Lloyd's adviser (all as defined in the Membership Bye-law), the registered holder shall, insofar as the facts lie within their knowledge, within two business days of such acquisition or disposal, notify the Company in writing at its registered office of such acquisition and disposal, the number of shares concerned and the identity of the members' agent, managing agent, Lloyd's broker or Lloyd's adviser.
Notwithstanding the provisions of these Articles which relate to shares, this Article 45 comprises all the rights and restrictions relating to the Deferred Shares.
The Deferred Shares shall not entitle their holders to any dividend or distribution of profits.
On any payment or return of capital on a winding-up or other return of assets, there shall be paid to the holders of the Deferred Shares the nominal value paid up or credited as paid up on such Deferred Shares after all share capital (including premium) on the Ordinary Shares in issue has been paid. The holders of Deferred Shares shall not be entitled to any further right to participate in the assets of the Company.
The holders of the Deferred Shares shall not be entitled to receive notice of any general meeting of the Company nor to attend, speak or vote at any such meeting.
The Deferred Shares shall not be transferable except in accordance with Article 45.7 or with the prior written consent of the Directors.
(a) The Company may from time to time create, allot and issue further shares whether ranking pari passu with or in priority or subsequent to the Deferred Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the Deferred Shares) shall be treated as being in accordance with the rights attaching to the Deferred Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders to the Deferred Shares.
Article 45 shall remain in force until there are no longer any Deferred Shares in existence. Thereafter Article 45 shall be and shall be deemed to be of no effect (save to the extent that the provisions of Article 45 are referred to in other Articles) and a separate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company, but the validity of anything done under Article 45 before that date shall not otherwise be affected and any actions taken under Article 45 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.
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