Shareholder Information

 
   
 
 
1. ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

1.1 Annual General Meetings

Annual General Meetings are to be held at such time and place as may be determined by the Directors.

1.2 Extraordinary General Meetings

All general meetings which are not Annual General Meetings shall be called Extraordinary General Meetings.

1.3 When an extraordinary general meeting is to be called

The directors may convene an Extraordinary General Meeting whenever they think fit. They can also be called on requisition or in default may be convened by such requisitionists as provided by the Companies Act 1985 (the "Act"). If a meeting is convened by requisitionists, it shall be convened in the same manner as nearly as possible as the meetings which are called by the Directors.

1.4 Notice of meetings

An Annual General Meeting and an Extraordinary General Meeting called for the passing of a Special Resolution shall be called by not less than 21 days’ written notice (which includes subject to applicable legislation, electronic communication), and all other Extraordinary General Meetings of the Company shall be called by not less than 14 days’ written notice (which includes subject to applicable legislation, electronic communication). The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and hour of meeting, and in case of special business the general nature of such business. The notice shall be given to the Members, other than such as, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive notice from the Company, to the Directors and to the Auditors. A notice calling an Annual General Meeting shall specify the meeting as such and the notice convening a meeting to pass a Special Resolution or an Extraordinary Resolution as the case may be shall specify the intention to propose the Resolution as such.

1.5 Meetings at short notice

A general meeting can be called at short notice if it agreed by the Members as prescribed by the Act.

1.6 Omission to send notice

The accidental omission to send a notice or the non-receipt of a notice does not invalidate the meeting.

1.7 Proxies

A notice calling a meeting of the Company or any class of Member must contain (reasonably prominent) a statement that the Member (who is entitled to attend and vote) is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member.

1.8 Business of annual general meeting

The business of an Annual General Meeting shall be to receive and consider the profit and loss account, the balance sheet and reports of the Directors and of the Auditors, and the documents required by law to be annexed to the Balance Sheet, to elect Directors and Officers in the place of those retiring by rotation or otherwise or ceasing to hold office as a result of being appointed solely to fill a casual vacancy or as an addition to the Board and to fix their remuneration if required, to declare dividends, to appoint the Auditors (when Special Notice of the Resolution for such appointment is not required by the Act) and to fix, or determine the manner of the fixing of, their remuneration.

1.9 Special Business

All business (save for that mentioned in paragraph 1.8 above) transacted at an Annual General Meeting and at an Extraordinary General Meeting shall be deemed special.

1.10 Special Notice

Where in accordance with the Act, special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given (in any manner in which notice may lawfully be given) to the Company not less than 28 days (or such shorter period as the Act permits) before the meeting at which it is moved, and the Company shall give to its Members, subject as in the Articles, notice of any such resolution as provided by the Act.

1.11 Quorum

Save as provided by paragraph 1.13 the quorum for a General Meeting shall be not less than 3 Members present in person or by proxy and entitled to vote.

1.12 Proceeding if quorum is not present

If within half an hour from 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. In any other case it shall be adjourned to a time (being not less than fourteen days nor more than twenty-eight days thence) and place as the Chairman shall appoint. At any such adjourned meeting the Member or Members present in person or by proxy and entitled to vote shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place. Where a quorum is not present the Company shall give not less than seven clear days’ notice (in any manner in which notice may lawfully be given) of any meeting adjourned and the notice shall state that the Member or Members present as aforesaid shall form a quorum.

1.13 Chairman

The Chairman (if any) of the Board of Directors shall be the Chairman. If there is no such Chairman or he is not present within 15 minutes of the time appointed for the meeting or is unwilling to act, the Directors present shall elect one of their own as Chairman. If that fails, the Members present and entitled to vote shall choose one of their number to be Chairman.

1.14 Power to adjourn

The Chairman may adjourn the meeting from time to time or sine die and from place to place if he has consent of or directed by the meeting. No business shall be transacted at any adjourned meeting save the unfinished business at the meeting when the adjournment occurred.

1.15 When notice of adjournment to be given

Whenever a meeting is adjourned for 28 days or more, seven clear days’ written notice (which includes, subject to applicable legislation, electronic communication) at the least specifying the place, in the correct manner, to the Directors and to the Auditors. However the notice does not need to specify the nature of the business to be transacted at the adjourned meeting. Subject to paragraph 1.12 and save as aforesaid it shall not be necessary to give any notice of an adjournment.

1.16 How questions to be decided at the meeting

At any General Meeting, a resolution put to the vote of the meeting shall be decided by a show of hands unless (before, or upon the declaration of the result of, the show of hands) a poll be duly demanded, in accordance with the provisions of the Articles. If a poll is not demanded the Chairman declares that the resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority. An entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

1.17 Casting vote

If there is an equality of votes the Chairman shall have the casting vote in addition to the vote he has as a Member. The casting vote is in relation to a poll and on a show of hands.

1.18 Who may demand a poll

A poll may be demanded:

  • upon any question by the Chairman; or
  • by not less than five Members present in person; or
  • by proxy and entitled to vote or by a Member;
  • or Members present in person or by proxy representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or
  • by a Member or Members holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

1.19 Poll demanded by proxy

A valid instrument appointing a proxy is deemed to confer authority to demand or join the demand for a poll. Where a proxy demands a poll (for a Member or other person entitled to vote), that demand shall be deemed to be a demand by the Member or the other person.

1.20 How poll to be taken

Subject to paragraph 1.21 a poll which is demanded shall be taken in such manner, time and place as the Chairman directs. It shall be taken either at once or after an interval or adjournment (but not more than 30 days after the date of the meeting or adjourned meeting where the poll was demanded). The result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll can be withdrawn. No notice needs to be given if the poll is not taken immediately.

1.21 Poll taken without adjournment

Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.

Business proceeding notwithstanding the demand for a poll

A demand for a poll shall not prevent a meeting continuing in relation to the transaction of any business save for that business for which a poll was demanded.

2. VOTING

2.1 Votes of members

Subject to any special terms as to voting upon which any shares may have been issued, or may for the time being be held, every Member present in person shall, upon a show of hands, have one vote. Every Member present in person or by proxy shall (upon a poll) have one vote for every 5p in nominal amount of the shares held by him. A Member who is a patient within the meaning of the Mental Health Act 1983 may vote, whether on a show of hands or on a poll, by his receiver or curator bonis and such receiver or curator bonis may, on a poll, vote by proxy.

2.2 Joint Owners

Where two or more people are jointly entitled to shares and have been conferred a right to vote, any one of such persons may vote personally or by proxy at any meeting as if he was solely entitled to the shares. If more than one such person is present at the meeting personally or by proxy, only the Member whose name is first on the register of members as the holder of the shares is entitled to vote.

2.3 When members are not to vote

No Member shall, unless the Directors otherwise determine, be entitled to be present or to vote, either in person or by proxy, at any General Meeting or upon any poll, or to exercise any privilege as a Member in relation to Meetings of the Company in respect of any shares held by him if either:

.

2.3.1

any Calls or other moneys due and payable in respect of those shares remain unpaid; or

 

2.3.2

he or any person appearing to be interested in those shares has been duly served with a notice (in any manner in which notice may lawfully be given) under Section 212 of the Act and he or any such person

 

2.3.2.1

is in default in supplying to the Company the information requested within 28 days after the service of such notice or such longer period as may be specified in such notice for compliance with the notice, or in purported compliance with a Statutory Notice has made a statement which is false or misleading in any material particular; and

 

2.3.2.2

has not remedied such default or corrected such statement within a further period of 14 days after service of a further notice (the "disenfranchisement notice") requiring him so to do and stating that in the event of non-compliance with the disenfranchisement notice with effect from expiry such shares shall no longer confer on him the right to vote at any General Meeting of the Company.

 

 

For the purpose of this paragraph a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification under the said Section 212 which fails to establish the identities of those interested in the shares, and if (after taking into account that notification and any other relevant Section 212 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares.

 

2.3.4

The Company may at any time withdraw a disenfranchisement notice by serving on Member to which the disenfranchisement notice relates a written notice (which includes, subject to applicable legislation on electronic communication) to that effect. A disenfranchisement notice shall be deemed and have been withdrawn when the statutory notice has been complied with in respect of all the shares to which the disenfranchisement notice relates.

 

2.3.5

The Company shall withdraw any disenfranchisement notice (in accordance with this paragraph) seven days after the earlier of:

 

 

(i)

receipt by the Company of notice (in any manner in which notice may lawfully be given) that the shareholding has been sold to a third party; or

 

 

(ii)

due compliance, to the satisfaction of the Company, with the notice under section 212 of the Act;

 

 

by serving on the holder of the shares to which the disenfranchisement notice relates a written notice (which includes, subject to applicable legislation on electronic communication) to that effect.

2.4 Voting personally or by proxy

.

2.4.1

On a poll votes can be by proxy or personal. A Member entitled to more than one vote need not use or cast all his votes in the same way. A proxy does not need to be a Member of the Company and a Member may appoint more than one proxy to attend on the same occasion. A deposit of an instrument of proxy does not preclude a Member from attending and voting in person at the meeting or any adjournment.

 

2.4.2

The instrument appointing the proxy shall be either:

 

 

2.4.2.1

in writing such form as approved by the Directors and signed by the appointer – if a corporation it shall be under its common seal or signed on its behalf by an attorney or duly authorised officer of the corporation- or his designated attorney; or

 

 

2.4.2.2

by electronic communication sent to the address notified by the Company or other lawful means as designated by the Directors. The terms of appointing a proxy is subject to restrictions, limitations, terms and conditions prescribed by the Directors.

2.5 Deposit of proxy

.

2.5.1

A proxy instrument (and power of attorney under which it was signed if any) must be deposited at the registered office of the Company or such other place in the United Kingdom as specified by the Company. A proxy sent by electronic communication must be sent to the address specified by the Company. The proxy form must reach the Company not less than 48 hours before the meeting or adjourned meeting at which the person specified in the notice is voting. In the case of default the instrument will be invalid.

 

2.5.2

If more than one proxy is delivered/received in respect of the same share for use at the same meeting and the details differ, the proxy received last shall be valid. If the Directors are unsure as to which was delivered/received last, neither proxy shall be valid.

2.6 Validity of proxy

A proxy instrument or a proxy appointment by electronic communication is valid for any adjournment of its relevant meeting. A proxy instrument is invalid 12 months from the date of execution or, if an electronic communication, 12 months from its being sent to the specified address of the Company.

2.7 When votes by proxy valid even though authority is revoked

A vote given or poll demanded in accordance with the terms of the instrument of proxy or proxy appointment by electronic communication is valid notwithstanding:

.

2.7.1

the previous death or incapacity of the principal;

 

2.7.2

the revocation of the proxy instrument or the authority under which it was executed;

 

2.7.3

the transfer of the share in respect of which the proxy was given;

provided that no intimation in writing of the death, incapacity revocation or transfer has been received at the office or such other place appointed for the receipt of the proxy instrument before the holding of the meeting or adjourned meeting or the poll at which such vote is give.


3. VARIATION OF RIGHTS

3.1 Consent to variation

If at any time the capital is divided into different classes of shares all or any of the rights or privileges attached to any class may be varied:

.

3.1.1

in such manner (if any) as may be provided by such rights, or

 

3.1.2

in the absence of any such provision either with the consent in writing of the holders of at least three-fourths of the nominal amount of the issued shares of that class; or

 

3.1.3

with the sanction of an Extraordinary Resolution passed at a separate meeting of the holders of the issued shares of that class, but not otherwise.

The creation or issue of shares ranking pari passu with or subsequent to the shares of any class shall not (unless otherwise expressly provided by the Articles or the rights attached to such last mentioned shares as a class) be deemed to be a variation of the rights of such shares.

3.2 Proceedings at meetings of classes of Members

.

3.2.1

For the purposes of paragraph 3.1 any meeting shall be convened as nearly as possible in the same way as an Extraordinary General Meeting provided that no Member who is not a Director is entitled to notice of or attend the meeting unless he is entitled to do so on account of the rights and privileges attaching to the shares which he holds being varied or abrogated by the resolution and that no vote is to be given except in relation to that class.

 

3.2.2

The quorum of such a meeting is at least 2 persons present holding or representing by proxy at least one-third nominal value of the issued shares of the class

 

3.2.3

In the case of an adjourned meeting the quorum shall be one person or his proxy holding shares of that class.

 

3.2.4

Any Member present in person or by proxy and entitled to vote at the meeting may demand, in writing, a poll.


4. RIGHTS ATTACHING TO THE SECURITIES

4.1 Declarations of dividends

Subject to the following provisions, the Company in General Meeting may declare a dividend to be paid to the Members according to their rights and interests in the profits. The Company shall not pay any dividend which is larger than that recommended by the Directors.

4.2 Dividends not to bear interest

No dividend shall bear interest as against the Company.

4.3 How dividends are paid

Subject to the special rights in relation to dividends of any person, all dividends shall be declared and paid according to the amounts paid up on the shares in relation to which the dividend is paid and shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion(s) of the period in respect of which the portion is paid. If any share has any particular rights to a dividend the dividend shall be paid accordingly. No amount paid up on a share in advance of Calls shall be treated for the purpose of this paragraph as paid up on the share.

4.4 Dividends to joint holders

Any one of the joint holders of a share may give effectual receipt for all dividends and payments in relation to the dividend paid on that share.

4.5 Interim Dividends

Directors can declare interim dividends.

4.6 Unclaimed dividends

The Directors can invest or otherwise use all dividends, interest or other sums payable which are unclaimed for one year after having been declared. Any dividend unclaimed for 12 years will be forfeit and returned to the Company. The Company shall not become a trustee of the separate account into which it pays the unclaimed dividend, interest or other sum payable by the Company.

4.7 To whom dividends belong

A resolution by the Company in general meeting or by the Directors can specify that the dividend be paid to the registered holder of the shares on a particular date even if this date is before the resolutions is passed. The dividend would be paid according to their rights but without prejudice to the rights inter se of transferors and transferees of any such shares in respect of the dividend.

4.8 Calls or debts may deducted from the dividend

The Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all such sums due from him to the Company on account of Calls or otherwise in relation to shares of the Company.

4.9 Method of payment

The Company may pay any dividend, interest or other sum payable in cash or by direct debit, bank transfer, cheque, dividend, warrant, or money order and may render the same by post to the Members or persons entitled thereto. In the case of joint holders the monies will be paid to the Member whose name stands first in the Register, or to such person and address as the holder or joint holders may direct. The Company shall not be responsible for any loss of any such cheque, warrant, or order. Every such cheque, warrant, or order shall be made payable to the order of the person to whom it is sent, or to such person as the holder or joint holders may in writing direct, and the payment of the cheques, warrant or order shall be a good discharge to the Company.

4.10 Payment of dividends in specie

Any General Meeting declaring a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of paid-up shares or debentures of any other company. The Directors shall give effect to any such direction provided that no such distribution shall be made unless recommended by the Directors. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates, fix the value for distribution of such specific assets or any part thereof, determine that cash payments may be made to any Members upon the footing of the value so fixed, in order to adjust the rights of all parties, and may vest any such assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Directors.

4.11 Payment of scrip dividends

.

4.11.1

The Directors may, with the prior authority of an ordinary resolution of the Company, offer holders of a particular class of shares the right to elect to receive Ordinary Shares, credited as fully-paid, instead of cash in respect of the whole (or some part to be determined by the Directors) of any dividend or dividends specified by the ordinary resolution, subject to such exclusions, restrictions or other arrangements as the Directors may in their absolute discretion deem necessary or desirable in relation to compliance with legal or practical problems under the laws of any territory, or the requirements of any recognised body or any stock exchange in any territory. The provisions in this paragraph are without prejudice to the rights and obligations of the holders of the A Preference Shares and B Preference Shares set out below respectively.

4.11.2 Where payment of a dividend is to be satisfied in accordance with paragraph 4.11.1:

.

4.11.2.1

the ordinary resolution may specify a particular dividend or may relate to all or. any dividends declared or paid within a specified period, but such period may not end later than five years from the date of the meeting at which the ordinary resolution is passed;

 

4.11.2.2

the basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient without involving any rounding up of fractions, the value (calculated by reference to the average quotation) of the new Ordinary Shares (including any fractional entitlement) to be allotted instead of the cash amount of any dividend (disregarding any associated tax credit) shall equal (but not exceed) such amount. For such purposes the "average quotation" of an Ordinary Share shall be the average of the prices at which business was done in the Unlisted Securities Market (save that in the event that there are three or less prices recorded which would otherwise as aforesaid fall to be averaged, then the average quotation shall be determined to be that price which the Directors reasonably consider to be the average of the market prices for the period having regard to the prices shown during that period by the "SEAQ" system of The Stock Exchange and to any prices recorded at which, and any conditions under which, business was done during the period) or, if the Ordinary Shares have been admitted to the Official List, the middle market quotations for a fully paid Ordinary Share as derived from the Daily Official List of The Stock Exchange on the business day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent business days or shall be as determined by or in accordance with the ordinary resolution. A certificate or report by the Auditors as to the amount of the average quotation in respect of any dividend shall be conclusive evidence of that amount;

 

4.11.2.3

on or as soon as practicable after announcing that any dividend is to be declared or recommended, the Directors, if they intend to offer an election in respect of that dividend, shall also announce that intention, and shall after determining the basis of allotment, if they decide to proceed with the offer, make such provisions as they consider necessary or expedient in relation to such offer to be made pursuant to this paragraph including but not limited to the giving of notice to shareholders of the right of election offered to them, the provision of forms of election (whether in respect of a particular dividend or dividends generally) and determination of the procedure for making, amending and revoking such elections and the place at which, and the latest time by which, forms of election and any other relevant documents must be lodged in order to be effective which time shall not be later than the time of the meeting convened to declare the dividend;

 

4.11.2.4

the Directors shall not proceed with any election unless the Company has sufficient unissued Ordinary Shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined;

 

4.11.2.5

no fraction of an Ordinary Share shall be allotted. The Directors may make such provisions as they think fit for any fractional entitlements including provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case. accumulated on behalf of any holder and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid Ordinary Shares and/or provisions whereby cash payments may be made to holders in respect of their fractional entitlements;

 

4.11.2.6

the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be declared or payable in cash on shares in respect of which an election has been duly made (the "elected shares") and instead additional Ordinary Shares shall be allotted to the holders of the elected shares on the basis of allotment calculated as stated in 4.11.2.2 above. For such purpose, the Directors may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve), whether or not the same is available for distribution, or any of the profits which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of the additional shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected shares on such basis. Every duly effected election shall be binding on every successor in title to the elected shares (or any of them) of the holder(s) who has/have effected the same;

 

4.11.2.7

the additional Ordinary Shares so allotted shall rank pan passu in ail respects with each other and with the fully paid Ordinary Shares then in issue except that they will not rank for any dividend or other distribution or other entitlement which has been declared, made or paid on the Ordinary Shares in relation to which the relevant election was made;

 

4.11.2.8

the Directors may in their discretion amend, suspend or terminate any offer which is in operation;

 

4.11.2.9

the Directors may do all acts and things considered necessary or expedient to give effect to the allotment and issue of any Ordinary Shares in accordance with the provisions of this Article or otherwise in connection with any offer made pursuant to this Article and may authorise any person to enter, on behalf of all the holders concerned, into an agreement with the Company providing for such allotment and incidental matters and any agreements so made under such authority shall be binding on all such holders.


5. TRANSFER OF SHARES

5.1 Form of transfer

Subject to the applicable restrictions set out in the Articles, each Member may transfer any of his shares in the usual form or in such form as approved by the directors. The instrument shall be signed by or on behalf of the transferor and (in the case of a partly paid share) by the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered into the Register. The registered transfer will remain with the Company.

5.2 Registration of transfer

Every instrument must be left at the Office or such other place as determined by the Directors to be registered along with the certificate of shares and such evidence as reasonably required by the Directors to prove the title of the transferor and his execution of the transfer (or if it has been executed by another person, that person's authority to execute). The Directors shall then register the transferee as the holder subject the restrictions as specified in the articles.

5.3 Restraint on transfer

The Directors may, in their absolute discretion and without assigning any further reason therefor, refuse to register any share transfer unless:

.

5.3.1

it is in respect of a fully paid share and such refusal to register does not prevent dealing in the shares from taking place on an open and proper basis;

 

5.3.2

it is in respect of a fully paid share and such refusal to register does not prevent dealing in the shares from taking place on an open and proper basis;

 

5.3.3

it is in respect of a share on which the Company does not have a lien;

 

5.3.4

it is in respect of only one class of shares;

 

5.3.5

it is in favour of not more than four joint holders as transferees; and

 

5.3.6

the conditions referred to in the next succeeding paragraph have been satisfied in respect thereof.

5.4 Suspension of registration and closing of register

The Directors may suspend the registration of transfers at such times and for such periods as they may determine from time to time generally or in relation to any class of share. The register cannot be closed for more than 30 days in any year.

5.5 Location of instruments of transfer

All transfer instruments shall be retained by the Company save that any transfer instrument which the Directors have refused to register shall be returned to the person depositing the same (save in the case of fraud).

6. TRANSMISSION OF SHARES

6.1 Representatives of interests of deceased members

In the case of a deceased Member (not being one of two or more joint holders) the Company shall recognise the executor or administrator as having any title to the shares. In the case of two or more joint holders the survivor(s) shall be entitled to the shares.

6.2 Evidence in case of death or bankruptcy

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon such evidence being produced as may be required by the Directors, elect in writing either to be registered as a Member (in respect of which registration no fee shall be payable) by giving written notice (which includes, subject to applicable legislation, electronic communication) to that effect or, without being so registered, execute a transfer to some other person who shall be registered as a transferee of such share and the execution of such a transfer shall signify his election as aforesaid. The Directors shall, in either case, be able to decline or refuse to register such transfer as is provided with respect to ordinary transfers. The Directors may at any time give notice (in any manner in which notice may lawfully be given) requiring any such person to elect as aforesaid and if such notice is not complied with within 60 days the Directors may afterwards withhold payment of all dividends and other moneys payable in respect of such share until compliance therewith.

6.3 Rights as to dividends and voting

A person entitled to a share as a result of a Member's death or bankruptcy is entitled to the same dividends and other advantages as if he were the registered holder. However, he shall not be entitled to receive notices or to exercise any rights conferred by membership in relation to Company meetings unless and until he is registered as a Member.

7. A PREFERENCE SHARES

7.1 Income

.

7.1.1

The holders of the A Preference Shares shall be entitled to receive out of the profits of the Company available for distribution and from time to time resolved to be distributed a fixed cumulative preferential dividend at the rate of 6 per cent. per annum on the nominal amount of the capital for the time being paid up or credited as paid up thereon (exclusive of any associated tax credit). This dividend shall be paid in priority to any payment of dividend on any other class of shares in the Company payable half yearly in equal amounts on 31 May and 30 November ("Fixed Dividend Dates") in respect of the six-month periods ("Dividend Period") ending on those respective dates.

 

7.1.2

The A Preference Shares shall not confer any further right to participate by way of dividend in the profits of the Company.

 

7.1.3

Each holder of A Preference Shares shall have the right, in respect of any dividend accruing or payable on the A Preference Shares on the eight Fixed Dividend Dates commencing on (and including) 31 May, 1991 to elect to receive Ordinary Shares, credited as fully paid, instead of a cash dividend. The number of Ordinary Shares to be allotted in respect of each such election shall be determined by reference to the "average quotation" of an Ordinary Share established by taking the average of the prices at which business was done in the Unlisted Securities Market (save that in the event that there are three or less prices recorded which would otherwise as aforesaid fall to be averaged, then the average quotation shall be determined to be that price which the Directors reasonably consider to be the average of the market prices for the period having regard to the prices shown during that period by the "SEAQ" system of The Stock Exchange and to any prices recorded at which, and any conditions under which, business was done during the period) or, if the Ordinary Shares have been admitted to the Official List, the middle market quotations for a fully paid Ordinary Share as derived from the Daily Official List of The Stock Exchange for the five business days commencing on and including the business day 24 business days before the relevant Fixed Dividend Date (or, if the Fixed Dividend Date is not a business day, the preceding business day) provided that if the average quotation is less than 5p then it will be deemed to be 5p and if more than 85p then it will be deemed to be 85p for the purposes of such calculations. For the avoidance of doubt this method of determination shall also apply in cases where the dividend accrues on the relevant Fixed Dividend Date but it is not paid until a later date.

 

7.1.4

At least 15 business days before each Fixed Dividend Date the Directors shall despatch a form of election to each holder of A Preference Shares other than to any holder of A Preference Shares who has already lodged an irrevocable and continuous election in respect of the relevant period. The form of election shall specify the procedure to be followed and place at which, and the latest time by which (which shall not be more than five business days prior to any Fixed Dividend Date or later than the business day before the Fixed Dividend Date) elections must be lodged in order to be effective. The right to receive Ordinary Shares instead of a cash dividend shall not be affected by any conversion of A Preference Shares into Ordinary Shares to the extent that any dividend has accrued as aforesaid. Save to the extent that paragraph 4.11.2.2 and 4.11.2.3 are varied by the above, the provisions of paragraph 4.11 other than Article 4.11.2.8 shall apply to the above election and to the procedure to be adopted by the Directors in respect thereof.

7.2 Capital

On a winding up or otherwise (other than on a conversion of share capital carried out by means of a redemption of shares followed by the immediate reissue of share capital in consideration of the subscription of the whole of the redemption proceeds) the assets of the Company available for distribution among the Members shall be applied in priority to any repayment to the holders of any other class of shares in the capital of the Company in paying to the holders of the A Preference Shares (other than any A Preference Shares in respect of which the right of election mentioned in sub-paragraph 7.3.11 below shall have been duly exercised):

.

7.2.1

all arrears, deficiencies or accruals, if any, of the said fixed cumulative preferential dividend on the A Preference Shares held by them respectively to be calculated down to and including the date of commencement of the winding up (in the case of a winding up) or the return of capital (in any other case) and to be payable whether or not such dividend has been declared or earned; and

 

7.2.2

a sum equal to the capital paid up or credited as paid up on the A Preference Shares held by them respectively.

7.3 Conversion

.

7.3.1

Subject as hereinafter provided each holder of A Preference Shares shall be entitled at the times and in the manner set out in this paragraph 4.3 to convert all or any of his A Preference Shares into fully paid Ordinary Share capital of the Company at the rate (which, subject to adjustment under sub-paragraphs 7.3.10, 7.3.11, 7.3.12 and 7.3.14 below and to a maximum in any circumstance of 76.92, is hereinafter referred to as the "Conversion Rate") of 66.67 Ordinary Shares for every 100 A Preference Shares and so in proportion for any greater or lesser number of A Preference Shares.

 

7.3.2

For the purpose of the following provisions of this paragraph 7.3:

 

 

7.3.2.1

a "Conversion Date" shall, except where sub-paragraph 7.3.6, 7.3.11 or 7.3.14 below applies, be 28 February, 31 May, 31 August and 30 November in each year commencing on the date falling 28 days after the date on which the accounts for the accounting period ending 31 March 1991 shall have been audited and sent to holders of the A Preference Shares and finishing on 31 May, 2000. Provided that if any Conversion Date falls in any event on a Saturday, Sunday or a day which is a public holiday in England such Conversion Date shall be the next day which is not of such description;

 

 

7.3.2.2

a "Conversion Period" shall be the period of 28 days ending on a Conversion Date or where sub-paragraphs 7.3.6, 7.3.11 or 7.3.14 below apply, during the period specified therein;

 

 

7.3.2.3

a "Conversion Notice" means, in relation to any A Preference Shares that in certificated form on any Conversion Date, a Certificated Conversion Notice (as defined in sub-paragraph 7.3.3.1 of this paragraph or, in relation to any A Preference Shares that are in uncertificated form on any Conversion Date, an Uncertificated Conversion Notice (as defined in sub-paragraph 7.3.3.2 of this paragraph); and

 

 

7.3.2.4

whether any A Preference Shares are in certificated form or uncertificated form on a Conversion Date shall be determined by reference to the Register as at the close of business on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.

 

7.3.1

 

 

 

 

7.3.3.1

In relation to any A Preference Shares that are in certificated form on any Conversion Date the right to convert shall be exercisable on that Conversion Date by completing the Notice of conversion endorsed on the certificate relating to the A Preference Shares to be converted or a notice in such other form as may from time to time be prescribed by the Board in lieu thereof (a "Certificated Conversion Notice") and delivering the same together with the relevant share certificate to the Registrars for the time being of the company at any time during the Conversion Period, together with such other evidence, if any, as the Board may reasonably require to prove the title of the person exercising such right.

 

 

7.3.3.2

In relation to any A Preference Shares that are in uncertificated form on any Conversion Date, the right to convert shall be exercised (and treated by the Company as exercised) on the Conversion Date if an Uncertificated Conversion Notice is received as referred to below at any time during the Conversion Period ending on that Conversion Date. For these purposes, an "Uncertificated Conversion Notice" shall mean a properly authenticated dematerialised instruction and/or other instruction or notification received by the Company or by such person as it may require in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements. of the relevant system concerned). The directors may, in addition, determine when any such properly authenticated dematerialised instruction and/or other instructions or notification is to be treated as received by the Company or by such person as it may require for these purposes (subject always to the facilities and requirements of the relevant system concerned). Without prejudice to the generality of the foregoing, the effect of the properly authenticated dematerialised instructions and/or other instruction or notification referred to above may be such as to divest the holder of the A Preference Shares concerned of the power to transfer such A Preference Shares to another person. The Company shall give to the holders of the A Preference Shares that are in uncertificated form a form of Uncertificated Conversion Notice prescribed by the Board not less than 28 days prior to the Conversion Date next occurring after any A Preference Shares become uncertificated.

 

 

7.3.3.3

A Conversion Notice once given may not be withdrawn without the consent in writing of the Company. If the Board wish to prescribe some form of Certificated Conversion Notice different from that endorsed on the certificate relating to the A Preference Shares, 28 days’ prior notice in any manner in which notice may lawfully be given of such change must be sent, accompanied by a copy of the Certificated Conversion Notice so prescribed to all the holders of the A Preference Shares.

 

 

7.3.3.4

A Preference Shares in respect of which the right to convert shall have been duly exercised shall not rank for any fixed dividend in respect of the Dividend Period in which the relevant Conversion Date falls. The Ordinary Share capital to which any holder of A Preference Shares shall become entitled in consequence of exercising his right to convert shall carry the right to receive all dividends and. (unless any adjustment shall have been made under sub-paragraph 7.3.10 or 7.3.11 below in respect thereof) other distributions declared made or paid upon the Ordinary Share capital of the Company in respect of the accounting reference period of the Company in which the relevant Conversion Date falls but not in respect of any earlier period and shall rank pan passu in all other respects and form one class with the Ordinary Share capital of the Company then in issue and fully paid.

 

 

7.3.3.5

In relation to any A Preference Shares that in certificated form on their Conversion Date, within 28 days after conversion, the Company shall forward to each holder, free of charge, a definitive certificate for the appropriate amount of Ordinary Share capital, credited as fully paid and a new certificate for any unconverted A Preference Shares comprised in the certificate surrendered by him and, if appropriate, a cheque in respect of any fractional entitlement. In the meantime, transfers of such shares will be certified against the Register. Unless the Board otherwise determine or unless the Regulations and/or the rules of the relevant system concerned otherwise require, the Ordinary Shares arising on conversion of any A Preference Shares which were in uncertificated form on the Conversion Date concerned shall be or shall be issued (as appropriate) in uncertificated form and the cash value of any fractional entitlements arising on such conversion will be forwarded to the holder through the relevant system.

 

 

7.3.3.6

In the event that 75 per cent or more of the A Preference Shares originally issued shall have been converted or redeemed or purchased as herein mentioned, the Company shall be entitled (by not more than six weeks’ and not less than four weeks’ written notice which includes, subject to applicable legislation, electronic communication) to require all holders (treating holdings of the same holder or joint holders in certificated form and uncertificated form as separate holdings, unless the Board otherwise determines) of the A Preference Shares either to convert, on the expiry of such notice, all of their A Preference Shares into Ordinary Shares at the Conversion Rate applicable on the date of such notice (after making any appropriate adjustment pursuant to sub-paragraphs 7.3.10, 7.3.11, 7.3.12 or 7.3.14 below) or, subject to the Act, to agree to early redemption of such A Preference Shares on the expiry of such notice and requiring holders to elect whether to convert or agree to redeem by notice (which includes, subject to applicable legislation, electronic communication) to the Company within two weeks of receipt of notice from the Company. Upon the expiry of the period of two weeks after the said notice the holders of the A Preference Shares who shall not have elected for redemption (or, if redemption at the date of expiry of such notice would not be lawful under the Act, all holders of A Preference Shares) shall be treated as having exercised the right to convert in respect of their A Preference Shares on the basis aforesaid and the provisions of this paragraph 4.3 relating to conversion shall mutatis mutandis apply as if the date of such expiry were the Conversion Date concerned. In the event that any holder shall serve notice upon the Company agreeing to early redemption and such redemption may lawfully be made on the date of such expiry the provisions of paragraph 7.4 below shall mutatis mutandis apply in respect of the A Preference Shares held by such holder.

 

 

7.3.3.7

The Company shall use all reasonable endeavours to procure that all the Ordinary Shares arising from conversion are as soon as practicable following conversion permitted to be dealt in the Unlisted Securities Market or, if the Ordinary Shares. of the Company are listed on The Stock Exchange at the relevant time, shall use all reasonable endeavours to procure that all the Ordinary Shares arising from conversion are admitted to the Official List by the Council of The Stock Exchange and admitted to listing or the equivalent on any other stock exchange or securities market on which the Company’s Ordinary Shares are for the time being listed or traded.

 

 

7.3.3.8

Conversion of the A Preference Shares may be effected in such manner as the Board shall from time to time determine (subject to the provisions of the Act) and, without prejudice to the generality of the foregoing, may be effected by a redemption of the A Preference Shares as set out below or by means of consolidation and sub-division as provided for below. In the case of a conversion effected by means of the redemption of A Preference Shares the Board shall effect redemption of the relevant A Preference Shares at par out of profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or in any other manner for the time being permitted by law provided that the Board shall first have obtained all requisite authorities for the purpose of enabling them to allot the Ordinary Shares which fall to be allotted pursuant to this subparagraph 7.3.8 and/or to grant rights to subscribe therefor. In the case of redemption out of such profits the A Preference Shares which are due to be converted by redemption shall confer on the holder thereof the right and obligation to subscribe for the appropriate number of Ordinary Shares at the applicable Conversion Rate at such premium as shall represent the amount (if any) by which the redemption moneys exceed the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled and in any such case the Conversion Notice given by the holder of such A Preference Shares shall be deemed irrevocably to authorise and instruct the Directors to apply the redemption moneys payable to such holder in his name in subscribing for the appropriate Ordinary Shares at such premium (if any) as aforesaid. In the case of redemption out of the proceeds of a fresh issue of shares the A Preference Shares which are due to be converted by redemption shall confer on the holder thereof the right and obligation to subscribe and shall authorise some person selected by the Directors to subscribe and pay for as agent on the holder’s behalf the appropriate number of Ordinary Shares (which authority shall include the right to borrow money for such purpose) at the applicable Conversion Rate at such premium, as shall represent the amount (if any), by which the redemption moneys exceed the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled. In any such case, the Conversion Notice given by or relating to the holder of such A Preference Shares shall be deemed irrevocably to authorise and instruct the Directors to apply the redemption moneys payable to the holder in payment to the said agent to be retained by him or, if applicable, in repaying any moneys borrowed as aforesaid. Any allotment of Ordinary Share capital pursuant to this sub-paragraph 7.3.8 shall be made within 14 days of the relevant Conversion Date.

 

 

7.3.3.9

In the case of a conversion effected by means of consolidation and sub-division, the requisite consolidation and sub-division shall be effected pursuant to the authority given by the passing of the resolution to create the A Preference Shares by consolidating into one share all the A Preference Shares held by any holder or joint holders in respect of which a Conversion Notice shall have been delivered (treating holdings of the same holder or joint holders in certificated form and uncertificated form as separate holdings, unless the Board otherwise determines) and sub-dividing such consolidated share into such number of Ordinary Shares of 5p each (or such nominal amount as may be appropriate as a result of any earlier consolidation or sub-division of Ordinary Shares) as the holder is entitled to by virtue of the conversion (any fraction of an Ordinary Share arising being dealt with as below) and into one Non-voting Deferred Share (of a nominal amount equal to the excess of the nominal amount of the consolidated share over the aggregate nominal amount of the Ordinary Shares (including any fraction) derived therefrom) having the rights set out below. Any Non-voting Deferred Share will be in certificated form (unless the Board otherwise determines).

The Non-voting Deferred Shares shall on a return of capital on winding-up or otherwise entitle the holder only to the repayment of the amounts paid up on such shares after repayment of the capital paid up on the Ordinary Shares and the payment of £10,000 on each Ordinary Share and shall not entitle the holder to the payment of any dividend nor to receive notice of or to attend or vote at any General Meeting of the Company and such conversion shall be deemed to confer irrevocable authority on the Company at any time thereafter to appoint any person to execute on behalf of any holder of such Non-voting Deferred Shares a transfer thereof (and/or an agreement to transfer the same) to such person as the Company may determine as custodian thereof and/or to purchase the same (in accordance with the provisions of the Act) in any case for not more than lp for all the Non-voting Deferred Shares without obtaining the sanction of the holder or holders thereof and pending such transfer and/or purchase to retain the certificate for such Non-voting Deferred Shares. The Company may at its option at any time after the later of the creation of any Non-voting Deferred Shares and three years after the conversion of A Preference Shares in respect of which they arose redeem all of the Non-voting Deferred Shares then in issue, at a price not exceeding lp for all the Non-voting Deferred Shares redeemed, at any time upon giving the registered holders of such shares not less than 28 days’ previous written notice (which includes, subject to applicable legislation electronic communication) of its intention so to do, fixing a time and place for the redemption and at such time the Company shall pay the redemption monies (if any) to one of the registered holders to be selected by lot.

 

 

7.3.3.10

Subject as provided below in this sub-paragraph 7.3.10, upon any allotment of fully paid Ordinary Share capital pursuant to a capitalisation of profits or reserves (including any share premium account and capital redemption reserve) to Ordinary Shareholders on the Register on or prior to the final Conversion Date, the number of Ordinary Shares to be issued in respect of A Preference Shares converted on any Conversion Date being or following the record date of such allotment shall be increased in due proportion. Holders of A Preference Shares shall be notified in any manner in which notice may lawfully be given within 14 days of any change in the basis of conversion. No adjustment shall be made in the event of the issue of shares by way of capitalisation of profits or reserves at the option of a holder of Ordinary Shares in lieu of cash dividends.

 

 

7.3.3.11

So long as A Preference Shares remain capable of being converted into Ordinary Shares, then:

 

 

 

7.3.3.11.1

If any offer or invitation (not being an offer falling within sub-paragraph 7.3.14 below) is made or extended by way of rights or otherwise to the holders of the Ordinary Shares the Company shall make or extend, or so far as it is able, procure that there is made or extended a like offer or invitation at the same time to each holder of A Preference Shares as if his conversion rights (conferred by this paragraph 7.3) had been exercisable and exercised in full at the Conversion Rate then applicable and as if the Conversion Date for such conversion had been immediately prior to the record date for such offer or invitation;

 

 

 

7.3.3.11.2

If the Company is placed in liquidation the Company shall forthwith give written notice (which includes subject to applicable legislation, electronic communication) thereof to all holders of A Preference Shares and each holder of A Preference Shares shall in respect of all or any of his A Preference Shares be entitled within six weeks after the date of the resolution for winding up the Company or (as the case may be) after the date of the Order of the Court for the winding up elect to be treated as if his conversion rights (conferred by this paragraph 7.3) had been exercisable and had been exercised, at the Conversion Rate then applicable immediately prior to the commencement of such winding up and as if the Conversion Date for such conversion had been immediately prior to such commencement and in that event he shall be entitled to be paid in satisfaction of the amount due in respect of such of his A Preference Shares as are to be treated as if converted a sum equal to the amount to which he would become entitled in such liquidation if he had been the holder of the Ordinary Shares to which he would have become entitled by virtue of such conversion and he shall not be entitled to be paid any arrears, deficiency or accrual of the fixed dividend on such A Preference Shares whether or not such dividend has been earned or has become due and payable. At the expiration of the said period of six weeks, any outstanding A Preference Shares shall cease to be capable of conversion;

 

 

 

7.3.3.11.3

If the Ordinary Shares shall be consolidated or sub-divided then the number of Ordinary Shares to be issued on any subsequent conversion of the A Preference Shares shall be reduced or increased pro rata accordingly and if any doubt shall arise as to the number thereof the certificate of the Auditors of the Company shall be conclusive and binding on all concerned.

 

 

7.3.12

 

 

 

 

 

7.3.12.1

If the Consolidated EPS (as defined below) in respect of the financial year of the Company ending on 31 March 1991 (and the Company undertakes that it will not change its accounting reference date from 31 March prior to the publication of its audited consolidated accounts in respect of such financial year) is less than 15p then the Conversion Rate shall be adjusted to be X Ordinary Shares for every 100 A Preference Shares, where:

X= 100 x 100
10Y
and
Y = the Consolidated EPS in respect of such financial year,

provided that X shall be subject to a maximum of 76.92. Consolidated EPS means the amount which is certified by the Auditors of the Company to be the consolidated earnings per share of the Company and its subsidiaries calculated (subject as provided below) in the same manner as diluted earnings per share were calculated for the purposes of Note 8 to the audited consolidated profit and loss account of the Company and its subsidiaries for the year ended 31 March 1989.

For the purposes of calculating Consolidated EPS:

 

 

 

 


(i) there shall be excluded from the calculation any capital profit arising during the financial year, including, for the avoidance of doubt, any profit arising upon the disposal, directly or indirectly, of shares in any subsidiary or all or part of the undertaking or tangible or intangible assets including trade names, publishing rights and titles of the Company or any subsidiary;

(ii) the Auditors shall take account, when determining Consolidated EPS, of any consolidation or subdivision of shares of the Company and of any bonus issue of shares to members of the Company, in each case occurring after the date on which this Article is adopted, so that Consolidated EPS is calculated on the basis that such consolidation, subdivision or bonus issue had not taken place;

(iii) if there is any change (for whatever reason) in the accounting principles or policies adopted by the Company in preparing the consolidated profit and loss accounts of the Company and its subsidiaries from the principles and policies adopted in respect of the audited consolidated profit and loss account for the financial year ended 31 March, 1989 the Auditors shall make such adjustments as they deem appropriate, so that Consolidated EPS is calculated on the basis that such change of principle or policy had not occurred; and

(iv) the A Preference Shares shall be deemed to have been issued and for every 100 A Preference Shares, on the date of the issue of the A Preference Shares.

The Board shall procure that, on or before the announcement of the preliminary results of the Company and its subsidiaries for the financial year ending on 31 March, 1991, the Auditors of the Company for the time being give in writing their opinion of the amount of Consolidated EPS. Such opinion shall be made by the Auditors as experts. The calculations made for the purposes of such opinion shall be discussed by the Auditors with the Board prior to the opinion being given, but once given such opinion shall, in the absence of manifest error, be conclusive as to the amount of Consolidated EPS;

 

 

 

7.3.12.2

If an adjustment to the Conversion Rate is made pursuant to paragraph (A) above then the figures of 71.43 and 68.97 referred to in sub-paragraph 7.3.14 below shall be increased by:

( X - 66.67) x 100 per cent
(66.67)

where X has the same meaning as in paragraph (1) above, provided that the Conversion Rate applied will not be greater than 76.92.

 

 

 

 

 

 

7.3.13

If any fractions of Ordinary Shares shall arise on conversion of A Preference Shares the fractions will be aggregated and sold at the best price reasonably obtainable and the net proceeds of sale will be distributed pro rata among the persons entitled thereto within 28 days after the Conversion Date concerned unless such net proceeds amount to less than £2 in respect of any one holding in which case they will not be so distributed but will be retained for the benefit of the Company. For the purpose of implementing the provisions of this sub-paragraph 7.3.13 the Board may appoint some person to execute transfers or renunciations on behalf of persons entitled to any such fractions and generally make all arrangements which appear to the Board necessary or appropriate for the settlement and disposal of fractional entitlements.

 

 

7.3.14

If prior to the final Conversion Date an offer is made to the holders of Ordinary Shares (or all such shareholders other than the offerer and/or any company controlled by the offerer and/or any persons acting in concert with the offerer) to acquire the whole or any part of the issued Ordinary Share capital of the Company or if any person proposes a scheme with regard to such acquisition, and the Company becomes aware that the right to cast more than fifty per cent. of the votes which may ordinarily be cast on a poll at a General Meeting of the Company has or will become vested in the offerer and/or such companies or persons aforesaid, the Company shall give written notice (which includes subject to applicable legislation, electronic communication) thereof to all holders of A Preference Shares within 14 days of it becoming so aware and each such holder shall be entitled within the period of six weeks from the date of such notice to convert some or all of his A Preference Shares into fully paid Ordinary Share capital on the basis set out above in this paragraph 7.3 except that the Conversion Period shall be the said period of six weeks and the Conversion Date in respect of any particular A Preference Shares shall be the day during the said period of six weeks on which the Company shall have received a duly completed Conversion Notice and the Conversion Rate shall be for every 100 A Preference Shares so converted 76.92 Ordinary Shares if the Conversion Date is on or before 1 August 1991, 71.43 Ordinary Shares if the Conversion Date is thereafter but on or before 1 August 1992, and 68.97 Shares if the Conversion Date is thereafter but on or before 1 August 1993, in each case adjusted, if appropriate, under sub-paragraphs 7.3.10, 7.3.11 and 7.3.13.

 

 

7.3.15

In relation to any Relevant Shares that are to be redeemed in accordance with this Article 7.3 and that, on the Conversion Date concerned, are in uncertificated form, the Board shall be entitled in their absolute discretion to determine the. procedures for the redemption of such Relevant Shares (subject always to the facilities and requirements of the relevant system concerned). Without prejudice to the generality of the foregoing, the procedures for the redemption of any such Relevant Shares may involve or include the sending by the Company or by any person on its behalf of an issuer-instruction to the Operator of the relevant system concerned requesting or requiring the deletion of any computer-based entries in the relevant system concerned that relate to the holding of the Relevant Shares concerned, and/or the Company may, if the Directors so determine (by written notice (which includes, subject to the applicable legislation, electronic communication) to the holder concerned) require the holder of the Relevant Shares concerned to change the form of the Relevant Shares from uncertificated to certificated form prior to the Conversion Date concerned.

7.4 Redemption

.

7.4.1

The Company is entitled to, subject to the provisions of the Act, redeem on 31 May 2000 or as soon after as the Company can comply with the Act all if the A Preference Shares in issue on that date. The amount payable shall be the amount as at that date and an amount equal to any arrears or accruals of the fixed cumulative preferential dividend calculated up to an including the date fixed for redemption and payable regardless of whether or not a dividend has been paid or earned.

 

7.4.2

Where the A Preference Shares are to be redeemed and are in certificated form the Company shall give 14 days prior written notice for redemption of the Redemption Date. The notice shall specify the place where the certificates for the shares are to be presented and the date they are to be presented so that they may be cancelled. Upon the delivery the Company shall pay the shareholder the amount for redemption.

 

7.4.3

Where the A Preference Shares are in uncertificated form the provisions of paragraph 7.4.1 shall apply save that the Board is entitled to determine the procedure for redemption. Once the Company is satisfied that those procedures have been adhered to shall pay the amount due to shareholders for redemption.

 

7.4.4

The dividend for the A Preference Shares shall cease to accrue unless on the presentation of the certificate for certificated A Preference Shares or the procedures decided upon by the Board being satisfied for uncertificated A Preference Shares and a receipt for the redemption money being signed the redemption money is refused.

 

7.4.5

Share capital available for issue as a result of the redemption shall become Ordinary Shares each of like nominal amount as any Ordinary Shares the forming part of the issued share capital of the Company and the Board will have the power to issue Ordinary Shares of such nominal amount in anticipation of such redemption.

7.5 Restrictions

.

7.5.1

So long as any A Preference Shares remain capable of being converted into Ordinary Share capital the following provisions shall apply unless the Company shall have obtained the consent in writing of the holder or holders of three-fourths in nominal value of the A Preference Shares then in issue or the sanction of an Extraordinary Resolution passed at a separate meeting of the holders of the A Preference Shares in accordance with the provisions of paragraph 3.1.

 

7.5.2

The Company shall not:

 

 

7.5.2.1

capitalise profits or reserves other than pursuant to paragraphs 7 or 4.11 (Payment of Scrip Dividends) or by way of a capitalisation issue made only to the holders of its Ordinary Share capital in the form of fully paid Ordinary Share capital; or

 

 

7.5.2.2

after any A Preference Shares have been converted make any offer or invitation to the holders of Ordinary Share capital or allot any shares in pursuance of a capitalisation issue by reference to record date occurring prior to the Conversion Date for such conversion in which the holders of the Ordinary Shares arising on such conversion are accordingly not entitled to participate.

 

7.5.4

The Company shall not permit any equity share capital (as defined in the Act) to be in issue which is not in all respects uniform with a class of shares of the Company in issue or authorised to be issued on the date of adoption of this Article 7 save as to the date from which such capital shall rank for dividend.

 

7.5.5

Save for any redemption of A Preference Shares and B Preference Shares no resolution shall be passed for reducing the share capital of the Company (without its replacement by similar issued share capital of the Company) or any uncalled liability thereon or the amount, if any, for the time being standing to the credit of any share premium account or capital redemption reserve in any manner for which the confirmation of the Court would be required pursuant to the Act unless the reduction does not involve either (i) the diminution of liability in respect of unpaid share capital or (ii) the payment to any shareholder of any paid up share capital or amounts standing to the credit of share premium account or capital redemption reserve.

 

7.5.6

The Company shall not purchase its own Ordinary Share capital or any part thereof whether in the market, by tender or by private treaty save in the case of Ordinary Shares which arise upon the conversion of First, Second, Third, Fourth, Fifth and Sixth Deferred Shares.

 

7.5.7

The Company shall not do any act or thing resulting in an adjustment of the Conversion Rate if in consequence such rate would involve the issue of Ordinary Share capital at a discount.

 

7.5.8

The Company shall not make any capital distribution to Ordinary Shareholders. For the purposes of this paragraph "capital distribution" means any dividend or other distribution of capital profits (whether realised or not) or capital reserves, or profits or reserves arising after the date of the passing of the resolution creating the A Preference Shares from a distribution of capital profits (whether realised or not) or capital reserves by a subsidiary, or any repayment of capital or purchase of the Company’s own shares (other than a redemption or purchase of redeemable shares in accordance with the terms of issue thereof) but for the avoidance of doubt any dividend or distribution of any amount (other than an amount in respect of capital profits), placed to the credit of the Company’s profit and loss account at any time after the date of passing of the resolution creating the A Preference Shares shall not be a capital distribution; for the purposes of this paragraph insofar as the relevant audited accounts do not distinguish between capital and revenue profits or reserves, the Company shall be entitled to rely upon the written estimate by the Auditors of the Company as to the extent to which any part of any profit or reserve should be regarded as a capital nature.

7.6 Issue of further preference shares

The Company shall not create any further preference shares ranking with or in priority to the A Preference Shares in relation to participation in the profits and assets of the Company without the consent of the holders of the A Preference Shares according to paragraph 3.1.

7.7 Voting

.

7.7.1

The A Preference Shares shall entitle the holders to receive notice of (which includes, subject to applicable legislation, electronic communication) and to attend and to speak at, but shall not entitle the holders to vote at, any general meeting of the Company unless either:

 

 

7.7.1.1

at the date of the notice convening the meeting six months or more have elapsed after one of the Fixed Dividend Dates and the dividend specified to be payable on such Fixed Dividend Date has not been paid; or the business of the meeting includes the consideration of a resolution for winding up the Company or for the appointment of an Administrator or the approval of a voluntary arrangement or any resolution directly or adversely modifying or abrogating any of the special rights and privileges attached to the A Preference Shares, in which case, if the holders are entitled to attend and vote as a result of 7.6.1.1 above, in respect of any resolution considered at the meeting and, if the holders are entitled to attend and vote as a result of 7.6.1.2 above, in respect of a resolution referred to in 7.6.1.2 above only, each holder of A Preference Shares present in person or (being a corporation) by a representative shall on a show of hands have one vote and on a poll each such holder, present in person or by proxy or (being a corporation), by a representative, shall be entitled to one vote per A Preference Share held by him.

7.8 Fully paid shares

A Preference Shares are all issued fully paid or credited as fully paid.

7.9 Notices and circulars

The Company shall send (at the same time) a copy of every document to the A Preference Shareholders which it sends to its Ordinary Shareholders.

8. B PREFERENCE SHARES

8.1 Income

Subject to the decision of the Company, B Preference Shareholders are entitled to receive a fixed cumulative preferential dividend at the rate of 8.25 per cent. per annum on the nominal amount of the capital for the time being paid up or credited as paid up in priority to any payment to any other class of share save for the A Preference Shares which takes priority to the B Preference Shares. The dividend is payable half yearly in equal amounts on the fixed dividend dates of 31 May and 30 November in respect of the six month dividend periods ending on those respective dates. Other than this right the B Preference Shares does not confer any further right to participate in the profits of the Company by dividend.

8.2 Capital

On a return of capital on winding up or otherwise (other than on a conversion of share capital carried out by means of a redemption of shares followed by the immediate reissue of share capital in consideration of the subscription of the whole of the redemption proceeds) the assets of the Company available for distribution among the members shall, following the application by the Company of the same in repayment of any amounts due under these articles to the holders of any A Preference Share, be applied in priority to any repayment to the holders of any other class of shares in the capital of the Company (other than to the holder of any A Preference Shares) in paying to the holders of the B Preference Shares (other than any B Preference Shares in respect of which the right of election pursuant to paragraph 8.3 below shall have been duly exercised):

.

8.2.1

all arrears, deficiencies or accruals, if any, of the said fixed cumulative preferential dividend on the B Preference Shares held by them respectively to be calculated down to and including the date of commencement of the winding up (in the case of a winding up) or the return of capital (in any other case) and to be payable whether or not such dividend has been declared or earned; and

 

8.2.2

a sum equal to the capital paid up or credited as paid up on the B Preference Shares held by them respectively.

8.3 Conversion

The provisions as set out in paragraph 7.3 shall apply mutatis mutandis to this paragraph save that references to A Preference Shares shall be read as references to B Preferences Shares and 31 May 2000 shall be read as 31 May 2002.

8.4 Redemption

.

8.4.1

The Company can, subject to the provisions of the Act and 8.4.2 redeem on 31 May 2002 or such other date when the Company can comply with the provisions of the Act, all the B Preference Shares in issue on that date. The amount payable is the amount paid up and an amount equal to any arrears or accruals of the fixed cumulative preferential dividend thereon calculated up to an including the date fixed for redemption and is payable regardless of whether a dividend has been paid or earned.

 

8.4.2

No B Preference Share can be redeemed pursuant to 8.4.1 when there are any A Preference Shares outstanding which are capable of being redeemed. The restriction set out in this paragraph does not apply to the redemptions carried out for the purpose of converting B Preference Shares into Ordinary Share capital of the Company.

 

8.4.3

The provisions of paragraphs 7.4.2, 7.4.3 and 7.4.4 apply to the redemption of B Preference Shares as if the reference to the A Preference Shares is a reference to the B Preference Shares.

8.5 Restrictions

The restrictions set out in paragraph 7.4 shall apply mutatis mutandis to this paragraph. save that references to A Preference Shares shall be read as references to B Preferences Shares.

8.6 Voting

The B Preference Shares shall entitle the holders to receive notice in any manner in which notice may lawfully be given, of and to attend and to speak at, but shall not entitle the holders to vote at, any general meeting of the Company unless either:

.

8.6.1

at the date of the notice convening the meeting six months or more have elapsed after one of the fixed dividend dates and the dividend specified to be payable on such fixed dividend date has not been paid; or

 

8.6.2

the business of the meeting includes the consideration of a resolution for winding up the Company or for the appointment of an Administrator or the approval of a voluntary arrangement or any resolution directly or adversely modifying or abrogating any of the special rights and privileges attached to the B Preference Shares, in which case, if the holders are entitled to attend and vote as a result of 8.5.1 above, in respect of any resolution considered at the meeting and, if the holders are entitled to attend and vote as a result of 8.5.2 above, in respect of a resolution referred to in 8.5.2 above only, each holder of B Preference Shares present in person or (being a corporation) by a representative shall on a show of hands have one vote and on a poll each such holder, present in person or by proxy or (being a corporation), by a representative, shall be entitled to one vote per B Preference Share held by him.

8.7 Notices and circulars

The Company shall (at the same time) send the B Preference Shareholders a copy of every document sent to the Ordinary Shareholders.

9 REDEEMABLE DEFERRED SHARES

.

9.1

Redeemable Deferred Shares carry no rights to participate in the distribution of the Company whatsoever.

 

9.2

On a return of capital on a winding up, the shareholder shall be entitled to the repayment of the amounts paid up on such shares after repayment of the capital paid up in Ordinary Shares and the payment of £10,000 on each Ordinary Share.

 

9.3

Redeemable Deferred Shareholders are not entitled to receive notice or attend or vote at any general meeting of the Company.

 

9.4

On the conversion of any shares into Redeemable Deferred Shares, such conversion shall be deemed to confer irrevocable authority on the Company at any time thereafter to appoint any person to execute on behalf of any holder of such Redeemable Deferred Shares a transfer thereof (and/or an agreement to transfer the same) to such person as the Company may determine as custodian thereof and/or to purchase the same (in accordance with the provisions of the Act) in any case for not more than 1p each holding of the Redeemable Deferred Shares and pending such transfer and/or purchase to retain the certificate for such Redeemable Deferred Shares. The Company may at its option at any time after the creation of any Redeemable Deferred Shares redeem all of the Redeemable Deferred Shares then in issue, at a price not exceeding 1p for each holding of the Redeemable Deferred Shares redeemed, at any time upon giving the registered holders of such shares not less than 28 days’ previous written notice (which includes, subject to applicable legislation, electronic communication) of its intention so to do, fixing a time and place for the redemption and at such time the Company shall pay the redemption monies to the persons entitled thereto.


10 ALLOTMENT OF SHARES

Subject to the authority of the Company in general meeting, the Directors shall have unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any shares of the Company to such persons, at such times and generally on such terms and conditions as the Directors may determine.