Tate & Lyle PLC — Governance Information 2020

Jul 1, 2020

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title: "HouseStyle"
author: "Any Authorised User"
date: 2020-06-29 09:29:00+00:00
processor: python-docx+mammoth
status: success

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PARTICULARS OF THE RIGHTS ATTACHING TO THE ORDINARY AND PREFERENCE SHARES IN THE CAPITAL OF TATE & LYLE PLC

The rights attaching to the ordinary shares of £0.25 each (“Ordinary Shares”) in the capital of Tate & Lyle PLC (“the Company”) are set out below:

Voting rights (including any voting rights that only arise in particular voting circumstances)

Each share carries the right to one vote on a poll. On a vote by show of hands each member present in person has one vote, and each member present in proxy has one vote subject to the provisions of the Articles where a proxy has been appointed by more than one member. The right to vote is determined by reference to the register of members at a time specified in the notice of meeting, being not more than 48 hours (disregarding non-working days) before the general meeting in question.

Pre-emption rights in offers for subscription of securities of the same class

Any equity securities issued by the Company for cash must first be offered to the holders of the Ordinary Shares in proportion to their shareholdings under the Companies Act 2006. Such pre-emption rights may be disapplied by a special resolution of the shareholders, whether generally or specifically, for a maximum period not exceeding five years.

Rights to share in the issuer’s profits

The Ordinary Shares do not carry any rights to share in the Company’s profits.

Rights to share in any surplus in the event of liquidation

The Ordinary Shares do not carry any rights to share in any surplus (including in the event of liquidation) other than those that exist as a matter of law.

Redemption provisions

The Ordinary Shares are not redeemable.

Conversion provisions

The Ordinary Shares are not convertible.

Dividend rights

1. Declaration of final dividends
2. The Company may by ordinary resolution declare final dividends.
3. No dividend shall be declared unless it has been recommended by the Directors and does not exceed the amount recommended by the Directors.
4. Fixed and interim dividends
5. If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may:
   1. pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment of such dividends; and
   2. pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.
6. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of any fixed or interim dividend on any other class of shares having rights ranking after or equal with those shares.
7. Provisions relating to dividends
8. Unless and to the extent that the rights attached to any shares or the terms of issue of those shares provide otherwise, all dividends shall be:
   1. declared and paid according to the amounts paid up on the shares on which the dividend is paid; and
   2. apportioned and paid proportionately to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.
9. If the terms of issue of a share provide that it ranks for dividends as from a particular date then that share will rank for dividends as from that date.
10. For the purposes of this Article 108, no amount paid on a share in advance of the date on which such payment is due shall be treated as paid on the share.
11. Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.
12. No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Legislation.
13. Subject to the provisions of the Legislation, where any asset, business or property is bought by the Company as from a past date the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.
14. No interest on dividends

The Company shall not pay interest on any dividend or other sum payable on or in respect of a share unless the terms of issue of that share or the provisions of any agreement between the Company and the holder of that share provide otherwise.

1. Retention of dividends
2. The Directors may retain all or part of any dividend or other sum payable on or in respect of a share on which the Company has a lien in respect of which the Directors are entitled to issue an enforcement notice.
3. The Company shall apply any amounts retained pursuant to Article 110.1 in or towards satisfaction of the moneys payable to the Company in respect of that share.
4. The Company shall notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been applied.
5. The Directors may retain the dividends payable upon shares:
   1. in respect of which any person is entitled to become a member pursuant to Article 36 until such person shall become a member in respect of such shares; or
   2. which any person is entitled to transfer pursuant to Article 36 until such person has transferred those shares.
6. 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 shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.
7. Non-cash distributions
8. Without prejudice to Article 106 the Company may by ordinary resolution decide to pay or make a dividend or other distribution in whole or in part by transferring non-cash assets or by procuring the receipt by shareholders of non-cash assets (including, without limitation, paid-up shares or other securities of any company) and the Directors shall give effect to such resolution.
9. Where any difficulty arises in regard to such distribution, the Directors may make such arrangements as they think fit, including:
   1. authorising any person to sell or transfer any fractional entitlements (or ignoring any fractional entitlements altogether);
   2. fixing the value for distribution purposes of any of the assets to be transferred;
   3. paying cash to any distribution recipient on the basis of the value fixed for the assets in order to secure equality of distribution ; and
   4. vesting any assets in trustees.
10. Manner of payment of dividends
11. Any dividend or other sum payable on or in respect of a share shall be paid to:
    1. the holder of that share;
    2. if the share is held by more than one person, whichever of the joint holders’ names appears first in the Register;
    3. if the member is no longer entitled to the share, the person or persons entitled to it; or
    4. such other person or persons as the member (or, in the case of joint holders of a share, all of them) may direct,

and such person shall be the “payee” for the purpose of this Article 112.

• 1. Such dividend or other sum may be paid:
  2. by cheque sent by post to the payee or, where there is more than one payee, to any one of them at the address shown in the Register or such address as that person notifies the Company in writing;
  3. by bank transfer to such account as the payee or payees shall in writing direct;
  4. (if so authorised by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system); or
  5. by such other method of payment as the payee or payees and the Directors may agree.
• Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other sum payable on or in respect of a share may be paid in such currency as the Directors may resolve, using such exchange rate for currency conversions as the Directors may select.

• The Company may cease to send any cheque, warrant or order by post or any dividend on any shares which is normally paid in that manner if in respect of at least three consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

• Unclaimed dividends

• Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed. The payment by Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend unclaimed after a period of twelve years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company and the Company shall not be liable in any respect, nor be required to account to the relevant member or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law to such dividends or other moneys and the Company shall be entitled to use such dividends for the Company’s benefit in any manner that the Directors from time to time may think fit.
• If the Company sells shares in accordance with Article 39 any dividend or other moneys that have not been cashed or claimed by a member (or person entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law) to such dividends or other moneys shall be forfeited and shall revert to the Company when such shares are sold. The Company shall be entitled to use such uncashed or unclaimed dividends or other moneys for the Company’s benefit in any manner that the Directors may from time to time think fit.
• Record date for dividends
• Any resolution for the declaration or payment of a dividend on shares of any class may specify that the dividend shall be payable to the persons registered as the holders of such shares at a specified time on a particular date (the “Record Date”).
• If no Record Date is specified then, unless the terms of issue of the shares in question provide otherwise, the dividend shall be paid by reference to each member’s holding of shares at close of business on the date of the ordinary resolution (in the case of a final dividend) or board resolution (in the case of an interim dividend) approving the payment of that dividend.
• The Record Date may be a date prior to that on which the resolution is passed.

The rights attaching to the preference shares of the Company are extracted from the Articles of Association and set out below:

The rights of the six and one half per cent. Cumulative Preference shares of £1 each (“Preference Shares”) are as follows:

1. The rights attached to the Preference Shares were modified as from 6th April 1973 by the operation of Section 255 of the Income and Corporation Taxes Act 1988, in consequence whereof dividends are payable at the rate of 4.55 per cent. per annum, and, subject to modification as aforesaid, are that the holders of the Preference Shares are entitled to a fixed cumulative preferential dividend on the amounts paid up thereon at the rate of 6 ½ per cent. per annum, and to have the assets of the Company available for distribution amongst the shareholders on a winding up applied in the first place in repaying to them the amounts paid up on the Preference Shares held by them respectively, together with all arrears or deficiency of the said fixed dividend, whether declared or not, calculated down to the date of the return of capital, but are not entitled in respect thereof to any further or other participation in the profits or assets of the Company.
2. The special rights attached to the Preference Shares in the present capital of the Company or any further Preference Shares hereafter issued ranking pari passu therewith shall not be deemed prejudiced, affected, or modified by the creation or issue of further Preference Shares ranking pari passu therewith so long as the total amount of Preference Shares issued does not exceed two-thirds of the total amount of the issued Ordinary Shares for the time being.
3. The Preference Shares in the present capital, and other Preference Shares (if any) ranking pari passu with them, shall not confer on the holders the right to vote on any of the following matters, viz., any question as to the disposal of the surplus profits after the dividend on the Preference Shares has been provided for, the election of Directors, their remuneration, any agreement between the Directors and the Company or the alteration of the Articles of Association dealing with any of such matters.