Registration Form • Sep 10, 2025
Registration Form
Open in ViewerOpens in native device viewer
of
No regulations set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the Company.
In these articles unless the context other requires:
"the 2006 Act" means the Companies Act 2006 to the extent in force from time to time;
"the Acts" means the Companies Acts (as defined in section 2 of the 2006 Act), in so far as they apply to the Company;
"AIFM Rules" means The Alternative Investment Fund Managers Directive (2011/61/EU) and all applicable rules and regulations implementing that Directive;
"these articles" means these articles of association as altered from time to time by special resolution and the expression "this article" shall be construed accordingly;
"the auditors" means the auditors for the time being of the Company or, in the case of joint auditors, any one of them;
"the board" means the board of directors from time to time of the Company or the directors present at a meeting of the directors at which a quorum is present;
"business day" means a day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays);
"clear days" in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
"CREST Regulations" means the Uncertificated Securities Regulations 2001;
"electronic address" means any number or address used for the purposes of sending or receiving notices, documents or information by electronic means;
"electronic facility" means a device, system, procedure, method or facility providing an electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting determined by the board pursuant to article 55.4;
"electronic form" has the same meaning as in the Acts;
"electronic means" has the same meaning as in the Acts;
"the holder" in relation to any shares means the member whose name is entered in the register as the holder of those shares;
"London Stock Exchange" means London Stock Exchange plc;
"member" means a member of the Company;
"Model Articles" means the articles contained within the Companies (Model Articles) Regulations 2008;
"the office" means the registered office of the Company;
"the operator" means Euroclear UK & Ireland Limited or such other person as may for the time being be approved by H.M. Treasury as operator under the CREST Regulations;
"operator-instruction" means a properly authenticated dematerialised instruction attributable to the operator;
"paid up" means paid up or credited as paid up;
"participating security" means a security title to units of which is permitted by the operator to be transferred by means of a relevant system;
"person entitled by transmission" means in relation to a share a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
"the register" means the register of members of the Company;
"relevant system" means a computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST Regulations;
"seal" means any common or official seal that the Company may be permitted to have under the Acts;
"the secretary" means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the Company and includes an assistant or deputy secretary and any person appointed and authorised by the board to perform any of the duties of the secretary;
"securities seal" means an official seal kept by the Company by virtue of Section 50 of the 2006 Act;
"the transfer office" means the place where the register is situate for the time being;
"United Kingdom" means Great Britain and Northern Ireland;
references to "writing" include references to typewriting, printing, lithography, photography and any other modes of representing words in a legible and non-transitory form, whether sent or supplied in electronic form or made available on a website or otherwise;
any words following the terms "including", "include", "in particular", "for example" or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
references to a power are to a power of any kind, whether administrative, discretionary or otherwise;
the words "share" and "member" shall include the meanings assigned to them by article 11.4;
the expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000;
the expression "officer" shall include a director, manager and the secretary, but shall not include an auditor;
except where the context otherwise requires, any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares.
references to a document being "executed" include references to its being executed under hand or under seal or by any other method;
references to a "committee of the directors" are to a committee established in accordance with these articles, whether or not comprised wholly of directors;
words or expressions to which a particular meaning is given by the Acts bear the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate;
references to a share (or to a holding of shares) being in "certificated" or "uncertificated" form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations;
references to a "meeting" shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person and shall mean a meeting convened and held in any manner permitted by these articles, including a general meeting of the Company at which some persons entitled to be present attend and participate by means of an electronic facility or facilities in accordance with these articles, and such persons shall be deemed to be "present" at that meeting for all the purposes of the Acts and the articles and "attend" and "participate", "attending" and "participating" and "attendance" and "participation" shall be construed accordingly; and
references to a person's "participation" in the business of any general meeting includes as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Acts or these articles to be made available at the meeting and "participate" and "participating" shall be construed accordingly.
Headings and notes are included only for convenience and shall not affect meaning.
In these articles, unless the context otherwise requires, words in the singular include the plural and vice versa; words importing any gender include all genders; and a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.
The liability of members is limited to the amount, if any, unpaid on the shares held by them.
Subject to the Acts, where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective.
5A(1) Words and expressions defined in the circular to shareholders of the Company dated 21 August 2025 (the "Circular") shall bear the same meanings in this Article 5A, save where the context requires otherwise.
5A(2) Every reference in these Articles to shares shall be construed as a reference to the ordinary shares of 5 pence each in the capital of the Company which are designated as shares with either "A" rights or "B" rights as set out in Article 5A(3) below. Notwithstanding anything to the contrary in these Articles, each class of ordinary shares will have attached to it the respective rights and privileges and be subject to the respective limitations and restrictions set out in Article 5A(3).
5A(3) The rights attaching to the shares with "A" rights and the shares with "B" rights shall be identical to each other, save that in a winding up of the Company in the circumstances set out in the Circular, the Reclassified Shares shall have the following additional rights, notwithstanding anything to the contrary in these Articles:
(i) the rights of holders of shares with "A" rights in respect of the assets of the Company shall be satisfied by the issue to the holders thereof (or to the Liquidators as nominee on their behalf) of the number of New FEV Shares to which they shall respectively be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below) in accordance with the Scheme;
(ii) the rights of holders of shares with "B" rights in respect of the assets of the Company shall be satisfied by the payment to the holders thereof of the amount of cash to which they shall respectively be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below) in accordance with the Scheme; and
(iii) any cash arising in the Company after the payment of the Cash Pool transfer of the Rollover Pool and any surplus remaining in the Liquidation Pool ("Relevant Cash") shall be distributed in accordance with the Scheme.
All or any of the rights for the time being attached to any class of shares for the time being issued may from time to time (whether or not the Company is being wound up) be varied with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the Company shall mutatis mutandis apply to any such separate general meeting, but so that the necessary quorum shall be a person or persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class, that every holder of shares of the class shall be entitled on a poll to one vote for every share of the class held by him, that any holder of shares of the class present in person or by proxy may demand a poll and that at any adjourned meeting one holder present in person or by proxy (whatever the number of shares held by him) shall be a quorum.
The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be 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 therewith but in no respect in priority thereto or (b) the purchase or redemption by the Company of any of its own shares.
The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Acts.
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 and may be in respect of a conditional or an absolute subscription.
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future, partial or other claim or any interest in any share other than the holder's absolute ownership of it and all the rights attaching to it.
12.1 Every person, (except a person to whom the Company is not by law required to complete and have ready for delivery a certificate) whose name is entered in the register as a holder of any shares in certificated form shall be entitled, without payment (in the case of an issue), to receive within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully paid shares) within five business days after lodgement of the transfer OR (in the case of a transfer of partly paid shares) within two months after lodgement of the transfer one certificate for all those shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the board may from time to time decide.
Every share certificate shall be executed by the Company in such manner as the board may decide (which may include use of the seal or the securities seal and/or manual or facsimile signatures by one or more directors) having regard to the terms of issue and any listing requirements may authorise, and shall specify the number and class of the shares to which it relates and the amount of respective amounts paid up on the shares. The board may by resolution decide, either generally or in any particular case or cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.
The Company has a lien on every share (which is partly paid) for all amounts payable to the Company (whether presently payable or not) in respect of that share. The Company's lien over a share takes priority over any third party's interest in that share, and extends to any dividend or other money payable by the Company in respect of that share (and if the lien is enforced and the share is sold by the Company, the proceeds of sale of that share). The board may at any time either generally or in any particular case waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article.
The Company may sell, in such manner as the board may decide, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after a notice in writing has been served on the holder of the shares, demanding payment and stating that if the notice is not complied with the shares may be sold. For giving effect to the sale the board may authorise some person to execute an instrument of transfer of the shares sold to or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in reference to the sale.
The net proceeds, after payment of the costs, of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as it is presently payable. Any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Company, for cancellation of the certificate for the shares sold) be paid to the holder immediately before the sale.
Subject to the terms of issue, the board 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 amount of the shares or by way of premium) and not payable on a date fixed by or in accordance with the terms of issue, and each member shall (subject to the Company serving upon him at least fourteen clear days' notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be wholly or partly revoked or postponed as the board may decide. A person upon whom a call is made shall remain liable for all calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.
A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.
If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it is due and payable to the time of actual payment at such rate, not exceeding 15 per cent per annum, as the board may decide. However, the board shall be at liberty to waive payment of the interest wholly or in part.
Any amount which becomes payable in respect of a share on allotment or on any other date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of the share or by way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not paid, all the provisions of these articles shall apply as if the sum had become due and payable by virtue of a call.
Subject to the terms of issue, the board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
The board may, if it thinks fit, receive from any member who is willing to advance them all or any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the moneys so advanced may (until they would, but for the advance, become presently payable) pay interest at such rate, not exceeding (unless the Company by ordinary resolution shall otherwise direct) 15 per cent per annum, as the board may decide.
If any call or instalment of a call remains unpaid on any share after the day appointed for payment, the board may at any time serve a notice on the holder requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
The notice shall name a further day (not being less than fourteen 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 on or before the day and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited. The board may accept the surrender of any share liable to be forfeited and, in that event, references in these articles to forfeiture shall include surrender.
If the notice is not complied with, any share in respect of which it was given may, at any time before payment of all calls or instalments and interest due in respect of it has been made, be forfeited by a resolution of the board to that effect and the forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares and not paid before the forfeiture.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share but no forfeiture shall be invalidated by any omission or neglect to give the notice.
Until cancelled in accordance with the requirements of the Acts, a forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder or to any other person upon such terms and in such manner as the board shall decide. The board may for the purposes of the disposal authorise some person to execute an instrument of transfer to the designated transferee. The Company may receive the consideration (if any) given for the share on its disposal and if the share is in registered form may register the transferee as the holder of the share. At any time before a sale, re-allotment or disposition the forfeiture may be cancelled by the board on such terms as the board may decide.
A person whose shares have been forfeited shall cease to be a member in respect of them and shall in the case of shares held in certificated form surrender to the Company for cancellation the certificate for the forfeited shares but shall remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by him to the Company in respect of those shares with interest thereon at the rate of 15 per cent per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any consideration received on their disposal.
A statutory declaration that the declarant is a director of the Company or the secretary and that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject to the relevant share transfer being made, if the same be required) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal.
Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.
The board may, in the issue of shares in certificated form, in its absolute discretion, decline to register any transfer of any share which is not a fully paid share provided that where any such shares are admitted to the Official List of the Financial Conduct Authority, 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 board may also decline to register any transfer unless:
to refuse (or is excepted from the requirement) under the Uncertificated Securities Regulations to register the transfer.
If the board declines to register a transfer it shall as soon as practicable and in any event, within two months after the date on which
send to the allottee or transferee notice in writing of the refusal together with reasons for the refusal. The board shall send such further information about the reasons for the refusal to the transferee as the transferee may reasonably request.
No fee shall be charged by the Company for registering any transfer or other document relating to or affecting the title to any share or for making any other entry in the register.
39.2 For the purpose of this paragraph of this article:
39.2.1 "the qualifying period" means the period of six years immediately preceding the date of publication of the advertisements referred to in sub-paragraph 39.1.4 above or of the first of the two advertisements to be published if they are published on different dates; and
If, after the publication of either or both of the advertisements referred to in sub-paragraph 39.1.4 above but before the Company has become entitled to sell the shares pursuant to this paragraph of this article, the requirements of sub-paragraph 39.1.2 or 39.1.3 above cease to be satisfied, the Company may nevertheless sell those shares after the requirements of sub-paragraphs 39.1.1 to 39.1.4 above have been satisfied afresh in relation to them.
If during any relevant period further shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub-paragraphs 39.1.2 to 39.1.4 above have been satisfied in regard to the further shares, the Company may also sell the further shares.
To give effect to any sale of shares pursuant to this paragraph of this article the board may authorise some person to transfer the shares in question and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his 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, upon their receipt, the Company shall become indebted to the former holder of, or person entitled by transmission to, the shares for an amount equal to the net proceeds. No trust shall be created in respect of the debt and no interest shall be payable in respect of it and the Company shall not be required to account for any moneys earned from the net proceeds which may be employed in the business of the Company or as it thinks fit.
39.3 In the case of shares in uncertificated form, the foregoing provisions of this article are subject to any restrictions applicable under the CREST Regulations.
If a member dies, the survivor or survivors, where he was a joint holder, and his personal representatives, where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his shares. However nothing contained in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly with other persons.
Where the entitlement of a person to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law is proved to the satisfaction of the board, the board shall within one month after proof cause the entitlement of that person to be noted in the register.
Any person entitled by transmission to a share may, subject as provided elsewhere in these articles, elect either to become the holder of the share or to have some person nominated by him registered as the holder. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall execute an instrument of transfer of the share in favour of that person. All the provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was a of transfer made by the member.
Where a person becomes entitled by transmission to a share, the rights of the holder in relation to that share shall cease, but the person entitled by transmission to the share may give a good discharge for any dividends or other moneys payable in respect of it and shall have the same rights in relation to the share as he would have had if he were the holder of it save that, until he becomes the holder, he shall not be entitled in respect of the share to attend or vote at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company. The board may at any time give notice requiring the person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty days the board may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with.
44.1 Where the holder of any shares in the Company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with any statutory notice in respect of those shares, the Company may give the holder of those shares a further notice (a "restriction notice") to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the restriction notice those shares shall, notwithstanding any other provisions of these articles, by subject to those relevant restrictions accordingly provided that, in the case of shares in uncertificated form the board may only exercise its discretion not to register a transfer if permitted to do so by the CREST Regulations.
Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.
44.7.1 "arm's length sale" means a sale of the entire interest in the shares the subject of the sale on a recognised stock exchange or a stock exchange on which shares in the Company of that description are normally traded, or a sale of such an entire interest otherwise than on such a stock exchange to a person who had no interest in those shares at the time the relevant statutory notice was served and who is not an associate (within the definition of that expression in any statute relating to insolvency in force at the date of adoption of this article) of a person who had such an interest and who is not acting in concert (within the definition of that expression in any code on take-overs and mergers generally applicable in the United Kingdom at the date of adoption of this article) with a person who had such an interest.
and in any other case mean only the restriction specified in paragraph (i) of this definition.
44.7.6 "statutory notice" means a notice served by the Company under the Acts requiring particulars of interests in shares or of the identity of persons interested in shares.
The Company may from time to time by ordinary resolution:
Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit and in particular may sell the shares representing the fractions to any person (including the Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among those members or retain such net proceeds for the benefit of the Company and the board may authorise some person to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. The person to whom any shares are transferred or delivered shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. So far as the Acts allow, the board may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional entitlements to be entered in the register as shares in certificated form where this is desirable to facilitate the sale thereof.
The board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Acts.
An annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed or permitted under the Acts. The notice shall specify the date and the time of the meeting, and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. Notice of every general meeting shall be given to all members other than any who, under the provisions of these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors of the Company or, if more than one, each of them Provided that the Company may determine that only those persons entered on the register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) to send an instrument of proxy to or the failure to give notice of a meeting or to send an instrument of proxy due to circumstances beyond the Company's control to, or the non-receipt of either or both by, any person entitled to receive the notice shall not invalidate the proceedings at that meeting.
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 choice or appointment of a chair which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member (including for this purpose two proxies or corporate representatives who are appointed by the same member) shall be a quorum.
The chair (if any) of the board or, in his absence, the deputy chair (if any) shall preside as chair at every general meeting. If there is no chair or deputy chair, or if at any meeting neither the chair nor any deputy chair is present within fifteen minutes after the time appointed for the commencement of the meeting, or if neither the chair nor any deputy chair is willing to act as chair, then some other director nominated prior to the meeting by the directors, shall preside as chair of the meeting but, if such other director (if any) is not present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall choose one of their number to act, or if one director only is present he shall preside as chair if willing to act. If no director is present, or if each of the directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chair.
Each director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares in the Company whether or not they are members. The chair of the meeting may permit other persons who are not members of the Company or otherwise entitled to exercise the rights of members in relation to general meetings to attend and, at the chair of the meetings discretion, speak at a general meeting or at any separate class meeting.
55.1 If the board determines that a general meeting shall be held (wholly or partly) at a physical place or places, the notice shall specify the place or places (and any satellite meeting place determined in accordance with article 55.3 shall be identified as such in the notice).
55.2 If the board determines that a general meeting shall be held (wholly or partly) by means of an electronic facility or facilities, the notice shall specify the means, or all different means, of attendance and participation determined in accordance with article 55.4 and any access, identification and security arrangements determined in accordance with article 56.4.
to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.
general meeting. The board may direct that any person wishing to attend any general meeting held at a physical place should provide evidence of identity and submit to such searches or other security arrangements or restrictions (including restrictions on items of personal property which may be taken into the meeting) as the board shall consider appropriate in the circumstances.
56.4 If a general meeting is held wholly or partly by means of an electronic facility, the board and/or the chair of the meeting may make any arrangement and impose any requirement or restriction that is, in the opinion of the board and/or the chair of the meeting, necessary to ensure the identification of those taking part by way of such electronic facility and the security of the electronic communication.
In this respect, the board may authorise any voting application, system or facility for attendance and participation as it sees fit.
56.5 The board shall be entitled in its absolute discretion to authorise one or more persons (including the directors, the secretary or the chair of the meeting) to refuse electronic entry to, or eject electronically from, any meeting any person who fails to provide such evidence of identity or to submit to such searches or to otherwise comply with such security arrangements or restrictions as are required pursuant to this article, or who, in the opinion of the chair of the meeting, causes the meeting to become disorderly.
58.1 If within ten minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon the requisition of members, shall be dissolved. If otherwise convened it shall stand adjourned to such date and time as the board may determine, and with such means of attendance and participation (including at such place or places and/or by means of such electronic facility) as the board may determine, and no notice of such adjournment need be given. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting, the members who are present shall be a quorum and may transact the business for which the meeting was called.
58.2 Without prejudice to any other power of adjournment he may have under these articles or at common law:
58.5 The chair of the meeting may specify that only the business conducted at a meeting up to a point in time which is earlier than the time of adjournment is valid if, in his opinion, to do so would be more appropriate.
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair of the meeting, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
Polls at general meetings shall, subject to articles 62 and 63 below, be taken when, where, and in such a manner as the chair of the meeting shall direct. The chair of the meeting may appoint scrutineers (who need not be members) and decide how and when the rest of a poll is to be declared. The result of the poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
A poll demanded on the election of a chair of the meeting, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken either immediately or on such date (being not later than thirty days after the date of the demand) and at such time and by such means of attendance and participation (including at such place or places and/or by means of such electronic facility) as the chair of the meeting shall direct.
It shall not be necessary (unless the chair of the meeting otherwise directs) for notice to be given of a poll.
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, and it may be withdrawn with the consent of the chair of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier, and in that event if a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
Subject to any rights and restrictions attached to any shares:
64.2 on a poll every member present in person or by duly appointed proxy or corporate representative has one vote for every share of which he is the holder or in respect of which his appointment as proxy or corporate representative has been made.
A member, proxy or corporate representative entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
For the purposes of determining which persons are entitled to attend or vote at a general meeting and how many votes such persons may cast, the Company may specify in the notice convening the meeting a time, being not more than 48 hours before the time fixed for the meeting (and for this purpose no account shall be taken of any part of a day that is not a working day), by which a person must be entered on the register in order to have the right to attend or vote at the meeting.
In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote, whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his behalf and the person so authorised may exercise other rights in relation to general meetings, including appointing a proxy. Evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote shall be delivered to the office (or to such other place as may be specified in accordance with these articles for the delivery of instruments appointing a proxy) not later than the last time at which an instrument of proxy should have been delivered in order to be valid for use at that meeting or on the holding of that poll.
No member shall, unless the board otherwise decides, be entitled to vote at any general meeting of the Company or at any separate general meeting of the holders of any class of shares in the Company unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
69.1.1 any objection shall be raised to the qualification of any person voting at a general meeting or on a poll; or
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs or at the time the poll is taken (if not taken at the meeting or adjourned meeting). Any objection or error shall be referred to the chair of the meeting and shall only vitiate the decision of the meeting on any resolution if the chair of the meeting decides that the same may have affected the decision of the meeting. The decision of the chair of the meeting on such matters shall be conclusive. If a vote is not vitiated by the chair at the meeting it is valid for all purposes.
69.2 The Company shall not be bound to enquire whether any proxy or corporate representative votes in accordance with the instructions given to him by the member he represents and if a proxy or corporate representative does not vote in accordance with the instructions of the member he represents the vote or votes cast shall nevertheless be valid for all purposes.
any part of a day that is not a working day. An appointment of proxy which is not received or delivered in a manner so permitted shall be invalid.
A vote given or poll demanded by proxy shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll, unless notice of the termination was delivered in writing to the Company at such place or address at which an appointment of proxy may be duly received under article 72 not later than the last time at which an appointment of proxy should have been received under article 72 in order for it to be valid.
Subject to the provisions of the Acts, any corporation (other than the Company itself) 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 meeting of the holders of any class of shares. The corporation shall for the purposes of these articles be deemed to be present in person at any such meeting if a person or persons so authorised is present at it. The Company may require such person or persons to produce a certified copy of the resolution before permitting him to exercise his powers.
Unless otherwise determined by ordinary resolution of the Company, the directors (disregarding alternate directors) shall be not less than two or more than eight in number.
Subject to the provisions of these articles, the Company may by ordinary resolution appoint any person who is willing to act to be a director, and is permitted in law to do so, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles.
Without prejudice to the power of the Company in general meeting pursuant to any of the provisions of these articles to appoint any person to be a director, the board may appoint any person who is willing to act to be a director and is permitted in law to do so, either to fill a vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed any maximum number fixed by or in accordance with these articles. Any director so appointed shall hold office only until the next following annual general meeting.
78.2 If:
(i) at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as directors are put to the meeting and lost; and
all retiring directors who stood for re-appointment at that meeting ("Retiring Directors") shall be deemed to have been re-appointed as directors and shall remain in office but the Retiring Directors may only act for the purposes of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose.
78.3 The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in article 78.2(i) and they shall retire from office at that meeting. If at the end of any meeting convened under this article the number of directors is fewer than any minimum number of directors required under article 75, the provisions of this article shall also apply to that meeting.
The Company at the meeting at which a director retires under any provision of these articles may by ordinary resolution fill the office being vacated by electing thereto the retiring director (if eligible for re-election) or some other person eligible for election. In the absence of such a resolution the retiring director shall nevertheless be deemed to have been re-elected except in any of the following cases:
The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring director who is re-elected or deemed to have been re-elected will continue in office without a break.
A resolution for the election of two or more persons as directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it. Any resolution moved in contravention of this provision shall be void.
No person other than a director retiring at the meeting shall, unless recommended by the directors for election, be eligible for election as a director at any general meeting unless not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the office notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
In addition to any power of removal under the Acts, the Company may, by special resolution, remove a director before the expiration of his period of office and, subject to these articles, may, by ordinary resolution, appoint another person who is willing to act as a director, and is permitted by law to do so, to be a director instead of him. A person so appointed shall be treated, for the purposes of determining the time at which he or any other director is to retire, as if he had become a director on the day on which the director in whose place he is appointed was last appointed or reappointed a director.
Without prejudice to the provisions for retirement contained in these articles, the office of a director shall be vacated if:-
The board or any committee authorised by the board may from time to time appoint one or more directors to hold any employment or executive office with the Company (including that of a managing director) for such period (subject to the provisions of the Acts) and upon such other terms as the board or any committee authorised by the board may in its discretion decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the director may have against the Company or the Company may have against the director for any breach of any contract of service between him and the Company which may be involved in the revocation or termination. A director so appointed shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may decide, and either in addition to or in lieu of his remuneration as a director.
Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision of these articles) shall not exceed any aggregate remuneration limit contained within the remuneration policy of the Company as set out in the Company's most recently published annual reports and accounts.
Any director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the board go beyond the ordinary duties of a director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the board or any committee authorised by the board may in its discretion decide in addition to any remuneration provided for by or pursuant to any other article.
Each director may be paid his reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the board or committees of the board or general meetings of the Company or any other meeting which as a director he is entitled to attend and shall be paid all other costs and expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a director.
The board or any committee authorised by the board may exercise all the powers of the Company to provide benefits, whether by the payment of allowances gratuities or pensions or by insurance or death, sickness or disability benefits or in any other manner whether similar to the foregoing or not, for any director or former director or the relations, connections or dependants of any director or former director provided that no benefits (except such as may be provided for by any other article) may be granted to or in respect of a director or former director who has not been employed by, or held an executive or other office or place of profit under, the Company or any body corporate which is or has been its subsidiary or any predecessor in business of the Company or any such body corporate without the approval of an ordinary resolution of the Company. No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.
part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
90.1.3 the resolution relates to the giving to him of any other indemnity which is on substantially the same terms as indemnities given or to be given to all of the other directors and/or to the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other directors have been given or are to be given substantially the same arrangements;
The Company may by ordinary resolution suspend or relax to any extent, in respect of any particular matter, any provision of these articles prohibiting a director from voting at a meeting of the directors or of a committee of the directors.
If a question arises at a meeting of the directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chair of the meeting (or, if the director concerned is the chair, to the other directors at the meeting), and his ruling in relation to any director other than himself (or, as the case may be, the ruling of the majority of the other directors in relation to the chair) shall be final and conclusive.
93.3 Each director shall, if and to the extent required by and in accordance with the provisions of the Acts, disclose to the other directors the nature and extent of any interest in any transaction or arrangement proposed to be entered into by, or that has been entered into by, the Company.
provided that for this purpose the director in question and any other interested director are not counted in the quorum at any board meeting at which such matter, or such office, employment or position, is approved and it is agreed to without their voting or would have been agreed to if their votes had not been counted.
Subject to the provisions of these articles, and to any directions given by the Company in general meeting by special resolution to take, or refrain from taking, specified action, the business of the Company shall be managed by the board which may exercise all the powers of the Company whether relating to the management of the business of the Company or not. No alteration of these articles and no special resolution shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that resolution had not been passed. The powers given by this article shall not be limited by any special power given to the board by any other article and a meeting of the directors at which a quorum is present may exercise all powers exercisable by the directors.
as they think fit.
The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company upon such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub-delegate). The board may remove any person appointed under this article and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions and may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.
The board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company 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 board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of the rights or powers of control the board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the group (exclusive of borrowings owing by one member of the group to another member of the group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to the adjusted capital and reserves.
For the purposes of this paragraph of this article:
all as shown by the then latest audited balance sheet but after:
but do not include:
that date and so that for these purposes the rate of exchange shall be taken as the spot rate in London recommended by a London clearing bank, selected by the board, as being the most appropriate rate for the purchase by the Company of the currency in question for sterling on the day in question;
The Company may exercise all the powers conferred by the Acts with regard to having official seals, and those powers shall be vested in the board.
Subject to the provisions of the Acts, the Company may keep an overseas or local or other register in any place, and the board may make and vary such regulations as it may think fit respecting the keeping of the register.
The board may exercise any power conferred by the Acts 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 the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.
The board, at its discretion, may allow a depositary appointed to safe-keep the Company's assets to avail of a contractual discharge of liability for loss of such assets (including in cases where the law of a country that is not part of the European Economic Area requires assets to be held by a local custodian), provided always that all other conditions for such discharge have been met.
The board may meet for the despatch of business, adjourn and otherwise make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors. A director at any time may, and the secretary on the requisition of a director at any time shall, summon a board meeting.
Notice of a board meeting shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose, or sent in electronic form to such electronic address (if any) as may for the time being be notified by him to the Company for that purpose. A director absent or intending to be absent from the United Kingdom may request the board that notices of board meetings shall during his absence be sent in writing to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to directors not so absent and if no request is made to the board it shall not be necessary to give notice of a board meeting to any director who is for the time being absent from the United Kingdom. A director may waive notice of any meeting either prospectively or retrospectively.
105.1 The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.
105.2 A director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote (or when his vote cannot be counted) but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting.
The continuing directors or a sole continuing director may act notwithstanding any vacancy in their number but, if and so long as the number of directors is reduced below the minimum number fixed by or in accordance with these articles, the continuing directors or director, notwithstanding that the number of directors is below the number fixed by or in accordance with these articles as the quorum or that there is only one continuing director, may act for the purpose of filling vacancies or of summoning general meetings of the Company but not for any other purpose. If there be no directors or director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.
The board may appoint a director to be the chair or the deputy chair of the board, and may at any time remove him from that office. Unless he is unwilling to do so, the chair or failing him the deputy chair shall act as chair at every meeting of the board. But if no chair or deputy chair is appointed, or if at any meeting neither the chair nor any deputy chair is present within ten minutes after the time appointed for holding the meeting and willing to act, the directors present may choose one of their number to be chair of the meeting.
A meeting of the board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the board.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chair of the meeting shall (unless he is not entitled to vote on the resolution in question) have a second or casting vote. A director who is also an alternate director shall be entitled in the absence of his appointer to a separate vote on behalf of his appointer in addition to his own vote; and an alternate director who is appointed by two or more directors shall be entitled to a separate vote on behalf of each of his appointers in the appointer's absence.
All or any of the members of the board or any committee of the board may participate in a meeting of the board or that committee by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear each other and, if they so wish, to address each other simultaneously. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chair of the meeting then is.
A resolution in writing agreed to by all the directors entitled to receive notice of a meeting of the directors and who would be entitled to vote (and whose vote would have been counted) on the resolution at a meeting of the directors shall (if that number is sufficient to constitute a quorum) be as valid and effectual as if it had been passed at a meeting of the directors, duly convened and held. A resolution in writing is adopted when all such directors have signed one or more copies of it or have otherwise indicated their agreement to it in writing. A resolution agreed to by an alternate director, however, need not also be agreed to by his appointor and, if it is agreed to by a director who has appointed an alternate director, it need not also be agreed to by the alternate director in that capacity.
All acts done by the board or by any committee or by any person acting as a director or member of a committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or person so acting or that they or any of them were disqualified or had vacated office, be as valid as if each such member or person had been properly appointed and was qualified and had continued to be a director or member of the committee.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine.
The secretary shall be appointed by the board on such terms and for such period as it may think fit. Any secretary so appointed may at any time be removed from office by the board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as joint secretaries. The board may also appoint from time to time on such terms as it may think fit one or more deputy and/or assistant secretaries.
Any director or the secretary or any person appointed by the directors for the purpose shall have power to authenticate any document affecting the constitution of the Company and any resolution passed at a shareholders' meeting or at a meeting of the directors or any committee, and any book, record, document or account relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any book, record, document or account is elsewhere than at the office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the board as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.
The board may pay such interim dividends as appear to the board to be justified by the financial position of the Company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the Company, in the opinion of the board, justifies its payment. If the board acts in good faith, it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer in consequence of the payment of an interim dividend on any shares having non-preferred or deferred rights.
The board may deduct from any dividend or other moneys payable to a member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.
Any dividend or other sum payable by the Company in respect of a share may be paid to the holder whose name stands first in the register in respect of the shares at his address as appearing in the register or addressed to such person and at such address as the holder or joint holders may in writing direct. Such dividend or other moneys may be paid (i) by cheque sent by post to the payee; (ii) by inter-bank transfer to such account as the payee or payees shall in writing direct; or (iii) (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system; or (iv) by such other method of payment as the member (or in the case of the joint holders of a share) all of them may agree to. Every cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of the shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. In addition, any such dividend or other sum may be paid by any bank or other funds transfer system or such other means and to or through such person as the holder or joint holders may in writing direct, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by them. Where a person is entitled by transmission to a share, any dividend or other sum payable by the Company in respect of the share may be paid as if he were a holder of the share and his address noted in the register were his registered address.
The Company may cease to send any cheque or warrant through the post or employ any other means of payment for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques or warrants have been returned undelivered or remain uncashed or that means of payment has failed or following one such occasion, reasonable enquiries have failed to establish any new address or account of the person entitled to the payment but, subject to the provisions of these articles, may recommence sending cheques or warrants or employing such means in respect of dividends payable on those shares if the holder or person entitled by transmission requests such recommencement in writing.
Any dividend unclaimed after a period of six years from the date when it became due for payment shall be forfeited and shall revert to the Company and the payment by the board of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it.
Any general meeting declaring a dividend may, upon the recommendation of the board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of specific assets, and in particular of paid up shares or debentures of any other company. Where any difficulty arises in regard to the distribution the board may settle it as it thinks expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution purposes of any assets to be distributed and may determine that cash shall be paid to any members upon the footing of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as may seem expedient to the board.
The board may, if authorised by an ordinary resolution of the Company, offer any holders of ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of any dividend specified by the ordinary resolution. The following provisions shall apply:
shall be allotted to the holders of the elected ordinary shares on the basis of allotment calculated as stated. For such purpose the board shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis.
Subject to the Acts, the Company may upon the recommendation of the board, 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) 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 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 in full shares of the Company. The board 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 board may settle the matter as it thinks 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 hall be made to any members in order to adjust the rights of all parties, as may seem expedient to the board.
Notwithstanding any other provision of these articles the Company or the board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.
Without prejudice to any other provision of these articles, valuation of the Company's assets shall be performed in accordance with prevailing accounting standards, the AIFM Rules, or such other accounting standards, bases, policies and procedures as the board may determine from time to time.
The board shall cause to be kept accounting records sufficient to show and explain the Company's transactions, and such as to disclose with reasonable accuracy at any time the financial position of the Company at that time, and which accord with the Acts.
Except as provided by statute or by order of the court or authorised by the directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a member.
Any notice or other document may be served or delivered by the Company by reference to the register as it stands at any time not more than 15 days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or other document is served on or delivered to any person in respect of a share in accordance with these articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.
Any member whose registered address is not within the United Kingdom and who gives to the Company an address (not being an electronic address) within the United Kingdom at which notices, documents or information may be served upon him shall be entitled to have notices, documents and information served upon him at that address but, unless he does so, shall not be entitled to receive any notices, documents or information from the Company.
Where a person is entitled by transmission to a share, any notice, document or information shall be sent or delivered to him in any manner authorised by these articles for the giving of notice to a member, as if he were the holder of that share and his address noted in the register were his registered address. Otherwise, any notice, document or information served on or delivered 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 served or delivered in respect of any share registered in the name of that member as sole or joint holder.
Where, by reason of any suspension or curtailment of postal services, the Company is unable effectively to give notice of a general meeting, the board may decide that the only persons to whom notice of the affected general meeting must be sent are: the directors; the Company's auditors; those members to whom notice to convene the general meeting can validly be sent by electronic means and those members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also:
139.1 advertise the general meeting in at least two national daily newspapers published in the United Kingdom; and
139.2 send or supply a confirmatory copy of the notice to members in the same manner as it sends or supplies notices under article 134 if at least seven clear days before the meeting the posting of notices again becomes practicable.
Any notice, document or information to be given sent or supplied by the Company to the members or any of them, not being a notice to which article 139 applies, shall be sufficiently sent or supplied if given by advertisement in at least one national daily newspaper published in the United Kingdom.
Nothing in any of the preceding seven articles shall affect any requirement of the Acts that any particular offer, notice or other document be served in any particular manner.
Where under these articles a document requires to be signed by a member or other person then, if the document is in electronic form, it must, in order to be valid either:
The Company may designate mechanisms for validating any such document, and any such document not so validated by use of such mechanisms shall be deemed not to have been received by the Company. In the case of any document or information relating to a meeting, an instrument of proxy or invitation to appoint a proxy, any validation requirements shall be specified in the relevant notice of meeting in accordance with articles 49 and 72.1.
If on three consecutive occasions notices, documents or information sent or supplied to a member have been returned undelivered, the member shall not be entitled to receive any subsequent notice, document or information until he has supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom, or shall have informed the Company, in such manner as may be specified by the Company, of an electronic address. For the purposes of this article, references to notices, documents or information include references to a cheque or other instrument of payment; but nothing in this article shall entitle the Company to cease sending any cheque or other instrument of payment for any dividend, unless it is otherwise so entitled under these articles.
Subject to compliance with the rules (as defined in the CREST Regulations) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company Provided always that:
Notwithstanding the provisions of these Articles, upon the winding-up of the Company in connection with the scheme of reconstruction and voluntary winding-up of the Company (the "Scheme") set out in Part 3 of the circular to shareholders of the Company dated 21 August 2025 (the "Circular"), the Liquidators of the Company will give effect to the Scheme and will enter into and give effect to the Transfer Agreement with Fidelity European Trust PLC (as duly amended where relevant), a draft of which was tabled at the general meeting of the Company convened for 9 September 2025 by a notice attached to the Circular, in accordance with the provisions of this Article and Article 5A and the holders of Shares will be entitled to receive New FEV Shares and/or cash, in each case in accordance with the terms of the Scheme. Words and expressions defined in the Circular have the same meanings in this Article 145A. save where the context otherwise requires.
If the Company commences liquidation, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts:
but no member shall be compelled to accept any shares or other assets upon which there is any liability.
Subject to the provisions of the Acts, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.
An auditor shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting which any member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns him as auditor.
The net asset value per share shall be calculated at least annually and disclosed to members from time to time in such manner as may be determined by the board.
151.1 Investor Disclosures shall be made available to members and prospective members in such manner as may be determined by the board from time to time (including without limitation, and where so determined, by posting some or all of the Investor Disclosures on the Company's website or by electronic notice). For the purposes of this article the term "Investor Disclosures" means solely the information required to be made available to members and prospective members pursuant to FUND Rules in the FCA Handbook as amended or replaced from time to time.
The Company may change its name by resolution of the directors.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.