Articles of Association - Outsourcery Plc

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SHARE meeting Company person GENERAL meeting BOARD Member NOTICE vote
<p>DATED 24 MAY 2013
ARTICLES OF ASSOCIATION
of
OUTSOURCERY PLC
(Adopted by Special Resolution
passed on 16 May 2013)
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CONTENTS
1
PRELIMINARY AND DEFINITIONS ...................................................................................3
2
SHARE CAPITAL ................................................................................................................6
3
VARIATION OF RIGHTS.....................................................................................................7
4
ALTERATION OF SHARE CAPITAL ..................................................................................8
5
SHARES..............................................................................................................................8
6
DISCLOSURE OF INTERESTS..........................................................................................9
7
UNCERTIFICATED SHARES ...........................................................................................11
8
SHARE CERTIFICATES ...................................................................................................12
9
LIEN ON SHARES ............................................................................................................13
10
CALLS ON SHARES.........................................................................................................14
11
FORFEITURE OF SHARES..............................................................................................15
12
TRANSFER OF SHARES .................................................................................................17
13
TRANSMISSION OF SHARES .........................................................................................18
14
GENERAL MEETINGS......................................................................................................19
15
NOTICE OF GENERAL MEETINGS.................................................................................19
16
PROCEEDINGS AT GENERAL MEETINGS....................................................................21
17
VOTING AT GENERAL MEETINGS.................................................................................24
18
VOTES OF MEMBERS .....................................................................................................25
19
PROXIES...........................................................................................................................27
20
DIRECTORS......................................................................................................................30
21
REMUNERATION, EXPENSES AND PENSIONS ...........................................................30
22
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS...............................31
23
EXECUTIVE DIRECTORS................................................................................................33
24
ALTERNATE DIRECTORS ...............................................................................................33
25
ASSOCIATE DIRECTORS................................................................................................34
26
PROCEEDINGS OF DIRECTORS ...................................................................................36
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27
MINUTES...........................................................................................................................38
28
GENERAL POWERS OF THE BOARD............................................................................38
29
BORROWING POWERS...................................................................................................39
30
DELEGATION OF BOARD'S POWERS ...........................................................................43
31
DIRECTORS' INTERESTS ...............................................................................................44
32
SECRETARY.....................................................................................................................48
33
SEAL..................................................................................................................................48
34
AUTHENTICATION OF DOCUMENTS ............................................................................48
35
DIVIDENDS .......................................................................................................................49
36
RESERVES AND CAPITALISATION................................................................................53
37
RECORD DATES ..............................................................................................................55
38
ACCOUNTS.......................................................................................................................55
39
NOTICES...........................................................................................................................55
40
DESTRUCTION OF DOCUMENTS ..................................................................................59
41
UNTRACED MEMBERS ...................................................................................................60
42
WINDING UP.....................................................................................................................61
43
INDEMNITY AND INSURANCE........................................................................................61
3
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Company Number: 8368966
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
OUTSOURCERY PLC
(Adopted by written special resolution on 24 May 2013)
1
PRELIMINARY AND DEFINITIONS
1.1
Exclusion of Model Articles
No regulations or model articles contained in any statute or subordinate legislation,
including those contained in Table A or the model articles contained in The Companies
(Model Articles) Regulations 2008 (SI2008/3229), apply as the articles of association of
the Company.
1.2
Definitions and interpretation
(a)
In these Articles (if not inconsistent with the subject or context) the following
words and expressions shall have the following meanings.
"Address" includes a number or address used for the purposes of sending or
receiving documents or information by electronic means.
"AIM" means the AIM market of the London Stock Exchange.
"Articles" means these articles of association as originally framed or as from
time to time altered and the expression "Article" shall be construed accordingly.
"Auditors" means the auditors for the time being of the Company.
"Board" means the Directors or any of them acting as the board of Directors of
the Company.
"CA 2006" means the Companies Act 2006 as amended.
"Certificated Share" means a share in the capital of the Company that is not an
Uncertificated Share.
"Clear Days" means, in relation to the sending of a notice, the period excluding
the day on which the notice is sent or deemed to be sent and the day for which it
is given or on which it is to take effect.
"Companies Acts" has the meaning given by section 2 of the CA 2006 and
includes any enactment passed after the CA 2006 which may, by virtue of that or
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any other enactment, be cited together with the CA 2006 as "the Companies
Acts".
"Company" means Outsourcery plc or such other name by which the Company
may for the time being be registered in accordance with the Statutes.
"Directors" means the directors for the time being of the Company and the
expression "Director" shall be construed accordingly.
"Dividend" means dividend or bonus.
"Electronic copy, electronic form and electronic means" have the meanings
given to them in section 1168 of the CA 2006.
"Group" means the Company and any subsidiary undertaking or subsidiary
undertakings for the time being of the Company and "Group Company" shall be
construed accordingly.
"Hard copy" and "hard copy form" have the meanings given to them in section
1168 of the CA 2006.
"Holder" means, in relation to any share, the Member whose name is entered in
the Register as the holder of that share.
"Member" means a member of the Company.
"Month" means calendar month.
"Office" means the registered office for the time being of the Company.
"Ordinary Shares" means ordinary shares of £0.01 each in the capital of the
Company.
"Paid up" means paid up or credited as paid up.
"Recognised Clearing House" and "Recognised Investment Exchange" have
the meanings given in the Financial Services and Markets Act 2000.
"Regulations" means the Uncertificated Securities Regulations 2001 as
amended.
"Relevant System" has the meaning given in the Regulations.
"Register" means the register of Members to be kept pursuant to the Companies
Acts.
"Seal" means any common seal of the Company or any official seal or securities
seal which the Company may have or be permitted to have under the Statutes.
"Secretary" means the secretary of the Company and includes (subject to the
Statutes) an assistant or deputy secretary, and any person appointed by the
Board to perform any of the duties of the Secretary.
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"Statutes" means the Companies Acts and every other statute (including any
orders, regulations or other subordinate legislation made under them) for the time
being in force concerning companies and affecting the Company, and every
statutory modification or re-enactment of the same for the time being in force.
"UKLA" means the United Kingdom Listing Authority.
"Uncertificated Share" means a share in the capital of the Company which is
recorded on the Register as being held in uncertificated form and title to which
may be transferred by means of a Relevant System.
"United Kingdom" means Great Britain and Northern Ireland.
"Working day" has the meaning given in section 1173 of the CA 2006.
(b)
For the purposes of these Articles:
(i)
references to "writing"
include references to the representation or
reproduction of words, symbols or other information in a visible form by
any method or combination of methods (whether in hard copy form or
electronic form) and "written" shall be construed accordingly; and
(ii)
references to the "giving", "sending" or "supplying" of any document
or information to a person (which expressions shall be deemed to include
such document or information being made available to, delivered to,
deposited with or served upon a person) shall mean the giving, sending
or supplying of any document or information by any means permitted by
these Articles and "giving", "sending" or "supplying" shall be
construed accordingly.
(c)
Unless the context otherwise requires:
(i)
words denoting the singular include the plural and vice versa;
(ii)
words denoting any gender include all other genders;
(iii)
any reference to "persons"
includes individuals, bodies corporate,
companies, partnerships, unincorporated associations, firms, trusts and
all other legal entities.
(d)
Any reference to a statute, statutory provision or subordinate legislation shall be
construed as referring to that statute, statutory provision or subordinate legislation
as amended, modified, consolidated, re-enacted or replaced and in force from
time to time.
(e)
Subject to paragraph (a) above and unless the context otherwise requires, all
words and expressions which are defined in the Companies Acts shall have the
same meanings in these Articles.
(f)
Headings are for convenience only and shall not affect the interpretation of these
Articles.
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1.3
Form of resolution
Where for any purpose an ordinary resolution of the Company is required, a special
resolution shall also be effective.
2
SHARE CAPITAL
2.1
Liability of Members
The liability of the Members is limited to the amount, if any, unpaid on any shares held by
them.
2.2
Shares with special rights
Subject to the provisions of the Statutes and to any rights attached to existing shares or
class of shares, any share may be issued with, or have attached to it, such rights and
restrictions as the Company may by ordinary resolution determine.
2.3
Redeemable shares
(a)
Subject to the provisions of the Statutes and to any rights attached to any existing
shares or classes of shares, shares may be issued which are to be redeemed or
are liable to be redeemed at the option of the Company or the holder.
(b)
The Board may determine the terms, conditions and manner of redemption of
shares provided that it does so before the shares are allotted.
2.4
Share warrants to bearer
(a)
The Company may issue share warrants in respect of any fully paid shares,
stating that the bearer of the warrant is entitled to the shares specified in it and
may provide (by coupons or otherwise) for the payment of future dividends on the
shares included in a share warrant. Any share while represented by such a
warrant shall be transferable by delivery of the warrant relating to it.
(b)
The Board may determine, and from time to time vary, the conditions on which
share warrants to bearer shall be issued and, in particular, the conditions on
which:
(i)
a new warrant or coupon shall be issued in place of one worn-out,
defaced, lost or destroyed (but no new warrant shall be issued unless the
Company is satisfied beyond reasonable doubt that the original has been
destroyed);
(ii)
the bearer shall be entitled to receive notice of, and attend and vote at,
general meetings;
(iii)
dividends or other moneys shall be paid; and
(iv)
a warrant may be surrendered and the name of the bearer entered in the
Register in respect of the shares specified in the warrant.
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(c)
The bearer of such a warrant shall be subject to the conditions for the time being
in force in relation to the warrant, whether made before or after the issue of the
warrant. Subject to those conditions and to the provisions of the Statutes, the
bearer shall be deemed to be a Member and shall have the same rights and
privileges as he would have if his name had been included in the Register as the
holder of the shares comprised in the warrant.
(d)
The Company shall not be bound by or be compelled in any way to recognise any
right in respect of the share represented by a share warrant other than the
bearer's absolute right to the warrant.
3
VARIATION OF RIGHTS
3.1
Variation of rights
If at any time the share capital of the Company is divided into shares of different classes,
any of the rights for the time being attached to any class of shares may be varied or
abrogated (whether or not the Company is being wound up) in such manner (if any) as
may be provided by those rights or, if no such provision is made, either:
(a)
with the consent in writing of the holders of three-quarters in nominal value of the
issued shares of that class; or
(b)
with the authority of a special resolution passed at a separate general meeting of
the holders of those shares.
3.2
Class meetings
The provisions of these Articles relating to general meetings of the Company or to the
proceedings at general meetings shall apply, mutatis mutandis, to every meeting of the
holders of any class of shares, except that:
(a)
the quorum at any such meeting (other than an adjourned meeting) shall be two
persons holding or representing by proxy at least one-third in nominal value of the
issued shares of the class in question;
(b)
at an adjourned meeting the quorum shall be one person holding shares of the
class in question or his proxy;
(c)
every holder of shares of the class shall, on a poll, have one vote in respect of
every share of the class held by him; and
(d)
a poll may be demanded by any one holder of shares of the class whether
present in person or by proxy.
(e)
for the purposes of this Article, where a person is present by proxy or proxies he
is treated as holding only the shares in respect of which those proxies are
authorised to exercise voting rights.
3.3
Deemed variation
Unless otherwise expressly provided by these Articles or the rights attached to any class
of shares, those rights shall not be deemed to be varied or abrogated by the creation or
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issue of further shares ranking pari passu with or subsequent to them or by the purchase
or redemption by the Company of any of its own shares.
4
ALTERATION OF SHARE CAPITAL
4.1
Shares created by the alteration of the Company’s share capital
All shares created by the increase of the Company’s share capital, by consolidation,
division or sub-division of its share capital or the conversion of stock into paid-up shares
shall be subject to all the provisions of these Articles and shall also be unclassified
(unless otherwise provided by these Articles, by the resolution creating the shares or by
the terms of allotment of the shares).
4.2
Fractions
(a)
Whenever as a result of a consolidation or sub-division of shares any Member
would become entitled to a fraction of a share, the Board may on behalf of the
Members deal with the fractions as it thinks fit. In particular, but without limitation,
the Board may sell the shares representing the fractions for the best price
reasonably obtainable to any person (including, subject to the Statutes, the
Company) and distribute the net proceeds of sale in due proportion among those
Members (except that any amount otherwise due to a Member, being less than
£3 or such other sum as the Board may from time to time determine, may be
retained for the benefit of the Company).
(b)
To give effect to a sale under paragraph (a) above, the Board may:
(i)
if the share is a Certificated Share, authorise any person to execute an
instrument of transfer in respect of the share to, or in accordance with the
directions of, the buyer; or
(ii)
if the share is an Uncertificated Share, exercise any of the Company's
powers under Article 7.5 to effect the sale of the share to, or in
accordance with the directions of, the buyer.
The buyer shall not be bound to see to the application of the purchase money nor
shall his title be affected by any irregularity in, or invalidity of, the proceedings
relating to the sale.
5
SHARES
5.1
New shares
Subject to the Statutes, these Articles and any resolution of the Company, the Board may
offer, allot (with or without conferring a right of renunciation), grant options over or
otherwise deal with or dispose of any new shares to such persons, at such times and
generally on such terms as the Board may decide.
5.2
Power to pay commission and brokerage
The Company may, in connection with the issue of any shares, exercise all powers of
paying commission and brokerage conferred or permitted by the Statutes. Subject to the
provisions of the Statutes, any such commission or brokerage may be satisfied by the
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payment of cash or by the allotment of fully or partly paid shares or partly in one way and
partly in the other.
5.3
Renunciation of allotment
The Board may at any time after the allotment of any share but before any person has
been entered in the Register as the holder, recognise a renunciation of the share by the
allottee in favour of some other person and may accord to any allottee of a share a right
to effect such renunciation upon and subject to such terms and conditions as the Board
may think fit to impose.
5.4
Trusts not recognised
Except as required by law or these Articles, no person shall be recognised by the
Company as holding any share upon any trust and the Company shall not be bound by or
required to recognise (even when having notice of it) any interest in or in respect of any
share, except the holder's absolute right to the entirety of the share.
6
DISCLOSURE OF INTERESTS
6.1
Section 793 notice
If a holder of, or any other person appearing to be interested in, any shares has been
issued with a notice by the Company pursuant to section 793 of the CA 2006 (a "Section
793 Notice") and has failed in relation to any shares (the "Default Shares") to comply
with the Section 793 Notice within 14 days from the service of the notice, the restrictions
set out in Article 6.2 shall apply.
6.2
Restrictions
The restrictions referred to in Article 6.1 are as follows:
(a)
the holder of the Default Shares shall not be entitled in respect of the Default
Shares to be present or to vote (either in person or by proxy) at any general
meeting of the Company or at any separate meeting of the holders of any class of
shares; and
(b)
if the Default Shares represent 0.25 per cent or more in nominal value of the
issued shares of their class, the holder of the Default Shares shall not be entitled
in respect of the Default Shares:
(i)
to receive any dividend or other distribution; or
(ii)
other than an Exempt Transfer (as defined in Article 6.3 below) to transfer
or agree to transfer any of those shares.
6.3
Exempt transfer
For the purposes of this Article 6 an "Exempt Transfer" in relation to any shares means
a transfer pursuant to:
(a)
a sale on a Recognised Investment Exchange or any other stock exchange
outside the United Kingdom on which the Company's shares are normally traded;
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(b)
a sale of the whole beneficial interest in the shares to a person whom the Board
is satisfied is unconnected with the existing holder or with any other person
appearing to be interested in the shares; or
(c)
a sale by way of or pursuant to acceptance of a takeover offer (as defined in
section 974 of the CA 2006).
6.4
Removal of restrictions
The restrictions referred to in Article 6.2 shall cease:
(a)
if they are waived, in whole or in part, by the Board;
(b)
if the Default Shares are transferred by means of an Exempt Transfer (but only in
respect of the shares transferred); or
(c)
at the end of the period of 7 days (or such shorter period as the Board may
determine) following due compliance with the Section 793 Notice to the
satisfaction of the Board.
6.5
Interested persons
(a)
If a Section 793 Notice is given to a person, other than the holder, appearing to
be interested in any shares, a copy shall at the same time be given to the holder,
but the accidental omission to do so or the non-receipt of the copy by the holder
shall not invalidate or otherwise affect the operation of this Article 6.
(b)
A person shall be treated as appearing to be interested in any share if the
Company has given to the holder of the share a Section 793 Notice and:
(i)
the holder has named the person as being interested in the share; or
(ii)
after taking into account any response to a Section 793 Notice and any
other relevant information, the Company knows or has reasonable cause
to believe that the person in question is, or may be, interested in the
share.
(c)
For the purpose of this Article 6, "interested" shall be construed in accordance
with section 820 of the CA 2006.
6.6
Powers under section 794
Nothing in this Article 6 shall be taken to limit the powers of the Company under section
794 of the CA 2006.
6.7
Entitlement to withheld distributions
If any dividend or other distribution is withheld under Article 6.2(b)(i), the Member shall be
entitled to receive it (without interest) as soon as practicable after the restriction ceases
to apply.
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6.8
Restrictions apply to new shares
Any new shares issued in right of any shares subject to restrictions under Article 6.2 shall
also be subject to the same restrictions. The Board may make any right to an allotment
of the new shares subject to restrictions corresponding to those which will apply to those
shares when such shares are issued.
7
UNCERTIFICATED SHARES
7.1
Uncertificated shares
Pursuant to and subject to the Regulations, the Board may permit shares of any class to
be held in uncertificated form and to be transferred or otherwise dealt with by means of a
Relevant System, and may revoke any such permission.
7.2
Disapplication of inconsistent articles
Any provisions of these Articles shall not apply to any shares for the time being held in
uncertificated form to the extent that the provisions are inconsistent with:
(a)
the holding of shares in uncertificated form;
(b)
the transfer of title to shares by means of a Relevant System; or
(c)
the Regulations.
7.3
General powers
(a)
The Board may make such arrangements or regulations (if any) as it may from
time to time in its absolute discretion think fit in relation to the evidencing, issue
and transfer of Uncertificated Shares and otherwise for
the purpose of
implementing and/or supplementing the provisions of this Article 7 and the
Regulations and the facilities and requirements of the Relevant System, and such
arrangements and regulations shall have the same effect as if set out in this
Article 7.
(b)
The Company may use the Relevant System in which any of its shares are held
to the fullest extent available from time to time in the exercise of any of its powers
or functions under the Statutes or these Articles or otherwise in effecting any
actions.
(c)
For the purpose of effecting any action by the Company, the Board may
determine that Uncertificated Shares held by a person shall be treated as a
separate holding from Certificated Shares held by that person.
7.4
Not separate class
Shares in a particular class shall not form a separate class of shares from other shares in
that class because they are held in uncertificated form.
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7.5
Power of sale etc
Where the Company is entitled under any provision of the Regulations, any other
Statutes or these Articles to forfeit, accept the surrender of, enforce a lien over, sell,
transfer or otherwise dispose of any Uncertificated Share, such entitlement (to the extent
permitted by the Regulations and other Statutes and the facilities and requirements of the
Relevant System) shall include the right:
(a)
to require the holder of that Uncertificated Share, by notice in writing, to change
that share into certificated form within the period specified in the notice and to
hold that share in certificated form so long as required by the Company;
(b)
to require the holder of that Uncertificated Share, by notice in writing, to give any
instructions necessary to transfer title to that share by means of the Relevant
System within the period specified in the notice;
(c)
to require the holder of that Uncertificated Share, by notice in writing, to appoint
any person to take any step, including without limitation the giving of any
instruction by means of the Relevant System, necessary to transfer that share
within the period specified in the notice; and
(d)
to take any other action that the Board considers appropriate to achieve the sale,
transfer, disposal, forfeiture, re-allotment or surrender of that share or to enforce
a lien in respect of that share.
8
SHARE CERTIFICATES
8.1
Entitlement to certificate
On becoming the holder of any Certificated Share, every Member (except a financial
institution as defined in section 778(2) of the CA 2006) shall be entitled, without payment,
to receive one certificate for all the Certificated Shares of each class held by him. Shares
of different classes shall not be included in the same certificate. If the Member transfers
part of the shares represented by a certificate, or elects to hold part in uncertificated
form, he shall be entitled, without payment, to receive a new certificate for the balance of
those shares.
8.2
Form of certificate
Every share certificate shall:
(a)
be issued under seal or signed by at least one Director and the Secretary or by at
least two Directors (which may include any signature applied mechanically or
electronically) or in such other manner as the Board may approve; and
(b)
specify the number, class and distinguishing numbers (if any) of the shares to
which it relates and the amount or respective amounts paid up on the shares.
8.3
Joint holders
In the case of joint holders, the Company shall not be bound to issue more than one
certificate for all shares in any particular class registered in their joint names, and delivery
of a certificate to any one of the joint holders shall be sufficient delivery to all.
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8.4
Replacement certificates
If a share certificate is damaged, defaced or worn-out or alleged to have been lost, stolen
or destroyed, a new certificate representing the same shares may be issued on
compliance with such conditions as to evidence, indemnity and security for such
indemnity and on the payment of any exceptional out-of-pocket expenses of the
Company in connection with the request as the Board may think fit and, in the case of
defacement or wearing out, on delivery up of the old certificate.
9
LIEN ON SHARES
9.1
Lien on partly paid shares
The Company shall have a first and paramount lien on every share which is not fully paid,
for all amounts payable (whether or not due) in respect of that share. The lien shall
extend to every amount (including, without limitation, dividends) payable in respect of that
share. The Board may waive any lien which has arisen and may declare any share to be
wholly or partly exempt from this Article 9.
9.2
Enforcement of lien
The Company may sell any share subject to a lien in such manner as the Board may
decide if an amount in respect of which the lien exists is due and is not paid within 14
days after a notice has been given to the holder of the share, or any person entitled to it
by transmission, demanding payment of that amount and stating that the share may be
sold if the notice is not complied with.
9.3
Giving effect to sale
To give effect to a sale under Article 9.2, the Board may:
(a)
if
the share is a Certificated Share, authorise any person to execute an
instrument of transfer in respect of the share to, or in accordance with the
directions of, the buyer; or
(b)
if the share is an Uncertificated Share, exercise any of the Company's powers
under Article 7.5 to effect the sale of the share to, or in accordance with the
directions of, the buyer.
The buyer shall not be bound to see to the application of the purchase money nor shall
his title be affected by any irregularity in, or invalidity of, the proceedings relating to the
sale.
9.4
Application of sale proceeds
The net proceeds of any sale of a share pursuant to this Article 9, after payment of costs,
shall be applied in or towards satisfaction of the amount due and any residue shall
(subject to a like lien for any amounts not presently due as existed on the share before
the sale and, if the share is a Certificated Share, upon the surrender of the share
certificate) be paid to the holder or person entitled by transmission to the share
immediately before the sale.
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10
CALLS ON SHARES
10.1
Power to make calls
Subject to the terms of allotment, the Board may make calls on the Members in respect
of any amounts unpaid on their shares (whether in respect of nominal amount or
premium) and each Member shall (subject to receiving at least 14 Clear Days' notice
specifying when and where payment is to be made) pay to the Company the amount
called on his shares as required by the notice. A call may be revoked or postponed in
whole or in part as the Board may decide. A call may be made payable in one sum or by
instalments.
10.2
Time when call made
A call shall be deemed to be made at the time when the resolution of the Board
authorising that call is passed.
10.3
Transfer
A person on whom a call
is made shall remain liable for it notwithstanding the
subsequent transfer of the share in respect of which the call is made.
10.4
Joint holders
The joint holders of a share shall be jointly and severally liable for the payment of all calls
in respect of that share.
10.5
Interest on calls
If a call is not paid in full on or before the due date for payment, the person from whom it
is due shall pay interest on the amount unpaid, from the due date for payment to the date
of actual payment, at such rate (not exceeding 15 per cent per annum) as the Board may
decide. The Board may waive payment of the interest in whole or in part.
10.6
Rights suspended when calls unpaid
Unless the Board otherwise decides, a Member shall not be entitled to attend or vote,
either in person or by proxy, at any general meeting of the Company or to exercise any
other right as a Member in respect of any share held by him unless and until all calls and
other sums presently payable by him in respect of that share have been paid.
10.7
Deemed calls
A sum which, by the terms of allotment of a share, is payable on allotment or at a fixed
time, or by instalments at fixed times, shall for all purposes of these Articles be deemed
to be a call duly made and payable on the date or dates fixed for payment and, in case of
non-payment, these Articles shall apply as if that sum had become payable by virtue of a
call.
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10.8
Power to differentiate
On any issue of shares the Board may make arrangements for a difference between the
allottees or holders of the shares in the amounts and times of payment of calls on their
shares.
10.9
Payment of calls in advance
The Board may, if it thinks fit, receive all or any part of the amounts payable on a share
beyond the sum actually called up on it if the holder is willing to make payment in
advance. Such payment in advance shall extinguish the liability on the share in respect
of which it is made to the extent of the payment. The Board may pay interest on sums
paid in advance (until such sums would otherwise be due) at such rate as may be agreed
between the Board and the Member paying the sum in advance.
11
FORFEITURE OF SHARES
11.1
Notice of unpaid calls or instalments
If a call or instalment remains unpaid on any share, in whole or in part, after the due date
for payment, the Board may give a notice to the holder requiring him to pay so much of
the call or instalment as remains unpaid together with any interest which may have
accrued and any costs, charges and expenses incurred by the Company by reason of
such non-payment. The notice shall:
(a)
state a further day, being not less than 14 days from the date of the notice, on or
before which payment is to be made;
(b)
name the place where payment is to be made; and
(c)
state that, if the notice is not complied with, the share in respect of which the call
was made or instalment is payable will be liable to be forfeited.
11.2
Forfeiture for non-compliance
If the requirements of a notice given under Article 11.1 are not complied with, any share
in respect of which it was given may, before the payment required by the notice has been
made, be forfeited by a resolution of the Board. The forfeiture shall include all dividends
declared and other sums payable in respect of the forfeited share and not actually paid
before the forfeiture.
11.3
Notice after forfeiture
If a share is forfeited, notice of the forfeiture shall be given to the person who was the
holder of the share or (as the case may be) the person entitled to the share by
transmission, and an entry that notice of the forfeiture has been given, with the relevant
date, shall be made in the Register, but no forfeiture shall be invalidated by any omission
to give such notice or to make such entry.
11.4
Surrender
The Board may accept a surrender of any share liable to be forfeited. A surrendered
share shall be treated as if it had been forfeited for the purposes of these Articles.
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11.5
Power to annul forfeiture
The Board may, at any time before the forfeited share has been sold, re-allotted or
otherwise disposed of, annul the forfeiture upon payment of all calls and interest due on
the share and all expenses incurred in respect of the share, and on such further terms (if
any) as the Board thinks fit.
11.6
Disposal of forfeited shares
Subject to the Statutes, every share which is forfeited shall become the property of the
Company and may be sold, re-allotted or otherwise disposed of (either to the person who
was before the forfeiture the holder of the share or to any other person) upon such terms
and in such manner as the Board shall decide.
11.7
Giving effect to disposal
To give effect to a sale, re-allotment or disposal under Article 11.6, the Board may:
(a)
if
the share is a Certificated Share, authorise any person to execute an
instrument of transfer in respect of the share to, or in accordance with the
directions of, the buyer; or
(b)
if the share is an Uncertificated Share, exercise any of the Company's powers
under Article 7.5 to effect the sale of the share to, or in accordance with the
directions of, the buyer.
The buyer shall not be bound to see to the application of the purchase money nor shall
his title be affected by any irregularity in, or invalidity of, the proceedings relating to the
sale.
11.8
Effect of forfeiture
A person whose share has been forfeited shall cease to be a Member in respect of the
forfeited share and shall, if the share is a Certificated Share, surrender the share
certificate to the Company for cancellation. The person shall remain liable (unless
payment is waived in whole or in part by the Board) to pay to the Company all sums
payable by him on or in respect of that share at the time of forfeiture, together with
interest from the time of forfeiture until payment at such rate as the board shall decide, in
the same manner as if the share had not been forfeited. He shall also be liable to satisfy
all the claims and demands (if any) which the Company has enforced in respect of the
share at the time of forfeiture. No deduction or allowance shall be made for the value of
the share at the time of forfeiture or for any consideration received on its disposal.
11.9
Evidence of forfeiture
A statutory declaration by a Director or the Secretary that a share has been forfeited or
surrendered on a specified date shall, as against all persons claiming to be entitled to the
share, be conclusive evidence of the facts stated in it and shall (subject to the execution
of any necessary transfer, or transfer by means of the Relevant System, as the case may
be) constitute a good title to the share.
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12
TRANSFER OF SHARES
12.1
Right to transfer shares
Subject to the restrictions in these Articles, a Member may transfer all or any of his
shares in any manner which is permitted by the Statutes and is from time to time
approved by the Board.
12.2
Transfers of uncertificated shares
(a)
The Company shall
register the transfer of any Uncertificated Shares in
accordance with the Regulations and other Statutes.
(b)
Where permitted by the Regulations and other Statutes, the Board may, in its
absolute discretion and without giving any reason for its decision, refuse to
register any transfer of an Uncertificated Share.
12.3
Transfers of certificated shares
(a)
An instrument of transfer of a Certificated Share may be in any usual form or in
any other form which the Board may approve and shall be signed by or on behalf
of the transferor and (except in the case of a fully paid share) by or on behalf of
the transferee. An instrument of transfer need not be under seal.
(b)
The transferor shall be deemed to remain the holder of the share until the name
of the transferee is entered in the Register in respect of it.
(c)
Subject to Article (d) below, the Board may, in its absolute discretion and without
giving any reason, refuse to register any transfer of a Certificated Share unless:
(i)
it is in respect of a share which is fully paid up;
(ii)
the instrument of transfer is left at the Office, or at such other place as the
Board may decide, for registration;
(iii)
the instrument of transfer is accompanied by the certificate for the shares
to be transferred and such other evidence (if any) as the Board may
reasonably require to prove the title of the intending transferor or his right
to transfer the shares;
(iv)
the instrument of transfer is duly stamped (if so required);
(v)
it is in respect of only one class of shares; and
(vi)
it is in favour of not more than four transferees.
(d)
In the case of a class of shares which has been admitted to the official list of
UKLA or to trading on AIM, the Board shall not refuse to register a transfer if the
refusal would prevent dealings in those shares from taking place on an open and
proper basis.
(e)
In the case of a transfer by a Recognised Clearing House (or nominee of a
Recognised Clearing House) or a Recognised Investment Exchange, the
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lodgement of a share certificate will only be necessary if and to the extent that a
certificate has been issued in respect of the share in question.
12.4
Notice of refusal to register
If the Board refuses to register a transfer of a share it shall give notice to the transferee of
the refusal (together with reasons for the same) as soon as practicable and in any event
within two months after the date on which the instrument of transfer was lodged with the
Company or the operator-instruction (as defined in the Regulations) was received, as the
case may be.
12.5
No fee payable on registration
No fee shall be charged for registration of any instrument of transfer or other document or
instruction relating to or affecting the title to any share.
12.6
Retention of transfers
The Company shall be entitled to retain an instrument of transfer which is registered, but
an instrument of transfer which the Board refuses to register shall (except in the case of
fraud or suspicion of fraud) be returned to the person presenting it.
13
TRANSMISSION OF SHARES
13.1
Transmission on death
If a Member dies, the survivor or survivors where he was a joint holder, and his personal
representatives where he was a sole holder or the only survivor of joint holders, shall be
the only persons recognised by the Company as having any title to his shares. Nothing
in these Articles shall release the estate of a deceased Member (whether a sole or joint
holder) from any liability in respect of any share held by him.
13.2
Elections permitted
(a)
A person becoming entitled by transmission to a share may, on production of any
evidence as to his entitlement as the Board may require, elect either to become
the holder of the share or to have another person nominated by him registered as
the transferee.
(b)
If he elects to become the holder he shall give notice to the Company to that
effect. If he elects to have another person registered and the share is a
Certificated Share, he shall execute an instrument of transfer of the share to that
person. If he elects to have another person registered and the share is an
Uncertificated Share, he shall take any action the Board may require (including,
without limitation, the execution of any document and the giving of any instruction
by means of a Relevant System) to effect transfer of the share to that person.
(c)
All the provisions of these Articles relating to the transfer of shares shall apply to
the notice or instrument of transfer or other document or action as if it were a
transfer effected by the Member from whom the title by transmission is derived
and the event giving rise to the transmission had not occurred.
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13.3
Board may require election
The Board may at any time send a notice requiring any person becoming entitled by
transmission to a share to elect either to be registered himself or to transfer the share. If
after 60 days the notice has not been complied with, the Board may withhold payment of
all dividends or other moneys payable in respect of the share until the requirements of
the notice have been complied with.
13.4
Rights of persons entitled by transmission
A person becoming entitled by transmission to a share shall, on production of any
evidence as to his entitlement as the Board may require and subject to Article 13.3, have
the right to receive and give a discharge for any dividends or other moneys payable in
respect of the share and shall have the same rights in relation to the share as he would
have if he were the holder except that, until he becomes registered as the holder of the
share, he shall not be entitled to receive notice of or to attend or vote at any meeting of
the Company or at any separate meeting of the holders of any class of shares of the
Company.
14
GENERAL MEETINGS
14.1
Annual general meetings
Subject to the Statutes, annual general meetings shall be held at such time and place as
the Board may determine.
14.2
General meetings
The Board may convene other general meetings whenever, and at such time and place,
as it thinks fit. The Board shall also convene a general meeting on the requisition of
Members pursuant to the Statutes.
14.3
Insufficient directors to convene meeting
If there are insufficient Directors in the United Kingdom to convene a general meeting,
any Director or any two Members may convene a general meeting.
15
NOTICE OF GENERAL MEETINGS
15.1
Period of notice
An annual general meeting shall be called by at least 21 Clear Days' notice. All other
general meetings shall be called by at least 14 Clear Days' notice.
15.2
Short notice
Subject to the provisions of the Statutes, a general meeting may be convened by shorter
notice than that specified in Article 15.1, if it is so agreed:
(a)
in the case of an annual general meeting, by all the Members entitled to attend
and vote at the meeting; and
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(b)
in the case of any other meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, being a majority together holding not
less than 95 per cent in nominal value of the shares giving that right.
15.3
Contents of notice
The notice shall specify:
(a)
whether the meeting is an annual general meeting or a general meeting;
(b)
the place, the date and the time of the meeting and the general nature of the
business to be dealt with;
(c)
in the case of any resolution to be proposed as a special resolution, the text of
the resolution and a statement of the intention to propose the resolution as such
and, in the case of any other special business, the general nature of that
business; and
(d)
with reasonable prominence, that a Member entitled to attend and vote is entitled
to appoint one or more proxies to attend, speak and vote instead of him and that
a proxy need not also be a Member.
15.4
Recipients of notice
The notice shall be given to all Members (other than any who, under the provisions of
these Articles or of any restrictions imposed on any shares, are not entitled to receive
such notice from the Company) and to each Director and the Auditors.
15.5
Entitlement to attend and vote
(a)
For the purposes of determining which persons are entitled to attend and/or vote
at a meeting and how many votes such person may cast, the Company may
specify in the notice of the meeting a time, not more than 48 hours before the
time fixed for the meeting, by which a person must be entered on the Register in
order to have the right to attend or vote at the meeting.
(b)
In calculating the period of 48 hours referred to in this Article, the Board may
specify in any case that no account shall be taken of any part of a day that is not
a working day.
15.6
Special business
All business that is transacted at a general meeting shall be deemed special, except the
following transactions at an annual general meeting:
(a)
declaring dividends;
(b)
considering and adopting the annual accounts, the reports of the Directors and
Auditors and other documents required to be annexed to the annual accounts;
(c)
appointing Auditors and fixing the remuneration of the Auditors or determining the
manner in which such remuneration is to be fixed; or
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(d)
appointing or re-appointing Directors.
15.7
Omission to send notice
Subject to the Companies Acts, the accidental omission to send a notice of meeting or a
form of proxy or any other document relating to a meeting to, or the non-receipt of the
notice, form of proxy or other document by, any person entitled to receive the same shall
not invalidate the proceedings at that meeting.
16
PROCEEDINGS AT GENERAL MEETINGS
16.1
Quorum
(a)
No business shall be transacted at any general meeting unless a quorum is
present when the meeting proceeds to business.
(b)
Except as otherwise provided by these Articles two persons entitled to vote upon
the business to be transacted, each being a Member or a proxy for a Member or
a duly authorised representative of a corporation, shall be a quorum.
(c)
If within five minutes from the time fixed for holding a general meeting (or such
longer interval, not exceeding thirty minutes, as the chairman may decide) a
quorum is not present, or if during a meeting such a quorum ceases to be
present, the meeting, if convened on the requisition of Members, shall be
dissolved. In any other case, the meeting shall stand adjourned to such time and
place as the chairman of the meeting (or, in default, the Board) may determine.
(d)
If at an adjourned meeting a quorum is not present within fifteen minutes from the
time fixed for holding the meeting, the meeting shall be dissolved.
16.2
Security
The Board may from time to time make any security arrangements which it considers
appropriate relating to the holding of a general meeting of the Company including,
without limitation, arranging for any person attending a meeting to provide proof of
identity, to be searched and for items of personal property which may be taken into a
meeting to be restricted. A Director or the Secretary may:
(a)
refuse entry to a meeting to any person who refuses to comply with any such
arrangements; and
(b)
eject from a meeting any person who causes the proceedings to become
disorderly.
16.3
Chairman
At each general meeting, the chairman of the Board (if any) or, if he is absent or
unwilling, the deputy chairman of the Board (if any) shall preside as chairman of the
meeting. If neither the chairman nor deputy chairman is present and willing, one of the
other Directors selected for the purpose by the Directors present (or, if only one Director
is present and willing, that Director) shall preside as chairman of the meeting.
If no
Director is present within fifteen minutes after the time fixed for holding the meeting or if
none of the Directors is willing to preside as chairman of the meeting, the Members
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present in person or by proxy and entitled to vote shall choose a Member to preside as
chairman of the meeting.
16.4
Right to attend and speak
Each Director shall be entitled to attend and speak at any general meeting of the
Company whether or not he is a Member. The chairman may invite any person to attend
and speak at any general meeting of the Company if he considers that such person has
the appropriate knowledge or experience of the Company's business to assist in the
deliberations of the meeting.
16.5
Adjournment
(a)
The chairman may, with the consent of any general meeting at which a quorum is
present, and shall, if so directed by the meeting, adjourn the meeting to another
time and/or place.
(b)
In addition, the chairman of the meeting may at any time without the consent of
the meeting adjourn the meeting (whether or not it has commenced or a quorum
is present) to another time and/or place if, in his opinion:
(i)
the Members wishing to attend cannot be conveniently accommodated in
the place appointed for the meeting;
(ii)
the conduct of the persons present prevents or is likely to prevent the
orderly continuation of business; or
(iii)
an adjournment is otherwise necessary to facilitate the conduct of the
business of the meeting.
(c)
Nothing in this Article shall limit any other power vested in the chairman of the
meeting to adjourn the meeting.
(d)
No business shall be transacted at any adjourned meeting other than the
business which might have been transacted at the meeting from which the
adjournment took place.
16.6
Notice of adjourned meeting
Whenever a meeting is adjourned for 14 days or more or for an indefinite period, at least
7 Clear Days' notice of the adjourned meeting shall be given in the same manner as in
the case of the original meeting but otherwise no person shall be entitled to any notice of
an adjourned meeting or of the business to be transacted at an adjourned meeting.
16.7
Meeting at more than one place
(a)
A general meeting may be held at more than one place if:
(i)
the notice convening the meeting specified that it shall be held at more
than one place;
(ii)
the Board resolves, after the notice convening the meeting has been
given, that the meeting shall be held at more than one place; or
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(iii)
it appears to the chairman of the meeting that the place of the meeting
specified
in
the notice convening the meeting
is
inadequate to
accommodate all persons entitled and wishing to attend.
(b)
A general meeting held at more than one place is duly constituted and its
proceedings are valid if (in addition to the other provisions of these Articles
relating to general meetings being satisfied) the chairman of the meeting is
satisfied that facilities (whether by electronic methods or otherwise) are available
to enable each person present at each place to participate in the business of the
meeting.
(c)
The Members present at each place in person or by proxy shall be counted in the
quorum for, and shall be entitled to vote at, the meeting. The meeting is deemed
to take place at the place at which the chairman of the meeting is present.
(d)
The Board may from time to time make such arrangements for controlling the
level of attendance at any venue for which arrangements have been made
pursuant to this Article 16.7 (including, without limitation, the issue of tickets or
the imposition of some other means of selection) as it, in its absolute discretion,
considers appropriate and may from time to time alter any such arrangements. If
a Member, pursuant to such arrangements, is not entitled to attend in person or
by proxy at a particular venue, he shall be entitled to attend in person or by proxy
at one of the other venues.
16.8
Resolutions and amendments
(a)
Subject to the Statutes, a resolution may only be put to the vote at a general
meeting if the chairman of the meeting in his absolute discretion decides that the
resolution may properly be regarded as within the scope of the meeting.
(b)
If the chairman of the meeting in good faith rules a resolution or an amendment to
a resolution admissible or out of order (as the case may be) the proceedings of
the meeting or on the resolution in question shall not be invalidated by any error
in his ruling. Any ruling by the chairman of the meeting in relation to such matters
shall be final and conclusive.
(c)
In the case of a resolution to be proposed as a special resolution, no amendment
may be made, at or before the time at which the resolution is put to the vote, to
the form of the resolution as set out in the notice of meeting, except to correct a
patent error or as may otherwise be permitted by law.
(d)
In the case of a resolution to be proposed as an ordinary resolution, no
amendment may be made, at or before the time at which the resolution is put to
the vote, unless:
(i)
in the case of an amendment to the form of the resolution as set out in the
notice of meeting, notice of the intention to move the amendment is
received in hard copy form at the Office (or, if in electronic form, at such
address (if any) for the time being specified by or on behalf of the
Company for that purpose) no later than 48 hours before the time fixed for
the holding of the relevant meeting; or
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(ii)
the chairman of the meeting in his absolute discretion otherwise decides
that the amendment or amended resolution may properly be put to the
vote.
The giving of notice under paragraph (i) above shall not prejudice the power of
the chairman of the meeting to rule the amendment out of order.
(e)
With the consent of the chairman of the meeting, a person who proposes an
amendment to a resolution may withdraw it before it is put to the vote.
17
VOTING AT GENERAL MEETINGS
17.1
Method of voting and demand for poll
(a)
At a general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless a poll is duly demanded before or immediately after
the declaration of the result of the show of hands or on the withdrawal of any
other demand for a poll.
(b)
Subject to the Statutes, a poll may be demanded by:
(i)
the chairman of the meeting; or
(ii)
at least five Members present in person or by proxy and entitled to vote
on the resolution; or
(iii)
a Member or Members present in person or by proxy representing in
aggregate not less than one-tenth of the total voting rights of all the
Members having the right to vote on the resolution; or
(iv)
a Member or Members present in person or by proxy holding shares
conferring the right to vote on the resolution 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.
(c)
A demand for a poll by a person as proxy for a Member counts:
(i)
for the purposes of Article 17.1(b)(ii) above as a demand by a Member;
(ii)
for the purposes of Article 17.1(b)(iii) above as a demand by a Member
representing the voting rights that the proxy is authorised to exercise;
(iii)
for the purposes of Article 17.1(b)(iv) above, as a demand by a Member
holding the shares to which those rights are attached.
(d)
A demand for a poll may be withdrawn before the poll is taken but only with the
consent of the chairman of the meeting. A demand so withdrawn shall not be
taken to have invalidated the result of a show of hands declared before the
demand was made. If a poll is demanded before the declaration of the result of a
show of hands and the demand is duly withdrawn, the meeting shall continue as if
the demand had not been made.
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(e)
Unless a poll is demanded (and the demand is not withdrawn) a declaration by
the chairman of the meeting that a resolution has been carried, or carried
unanimously, or has been carried by a particular majority, or lost, or not carried
by a particular majority and an entry to that effect in the minutes of the meeting
shall be conclusive evidence of that fact, without proof of the number or
proportion of the votes recorded in favour of or against the resolution.
(f)
The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.
17.2
How poll is to be taken
(a)
If a poll is demanded (and the demand is not withdrawn) it shall be taken at such
time, either at the meeting at which the poll is demanded or within 30 days after
the meeting, at such place and in such manner as the chairman of the meeting
shall direct. The chairman may appoint scrutineers who need not be Members.
(b)
A poll demanded on the election of a chairman or a question of adjournment shall
be taken at the meeting without adjournment.
(c)
No notice need be given of a poll not taken immediately if the time and place at
which it is to be taken are announced at the meeting at which it is demanded. In
any other case at least 7 Clear Days' notice shall be given specifying the time
and place at which the poll is to be taken.
(d)
On a poll, votes may be given either personally or by proxy and a Member
entitled to more than one vote need not use all his votes or cast all the votes he
uses in the same way.
(e)
The result of the poll shall be deemed to be a resolution of the meeting at which
the poll was demanded.
18
VOTES OF MEMBERS
18.1
Voting rights
Subject to these Articles and to any special rights or restrictions as to voting for the time
being attached to any class of shares in the Company:
(a)
on a show of hands:
(i)
every Member who is present in person shall have one vote;
(ii)
every proxy present who has been duly appointed by one or more
Members entitled to vote on the resolution shall have one vote Provided
always that a proxy shall have one vote for and one vote against the
resolution if:
(A)
the proxy has been duly appointed by more than one Member
entitled to vote on the resolution; and
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(B)
the proxy has been instructed by one of more of those Members
to vote for the resolution and by one or more of those Members
to vote against it;
(b)
on a poll every Member present in person shall have one vote for every share of
which he is the holder. All or any of the voting rights of a Member may be
exercised by one or more duly appointed proxies.
18.2
Representation of corporations
(a)
Any corporation which is a Member of the Company (in this article called "the
Appointor") may, by resolution of its directors or other governing body, authorise
any person or persons to act as its representative or representatives at any
general meeting of the Company or at any separate meeting of the holders of any
class of shares.
(b)
Any Director or the Secretary or some person authorised for the purpose by the
Secretary may require evidence of the authority of any such representative before
permitting him to exercise his powers.
(c)
For the purposes of these Articles, the Appointor shall be deemed to be present
personally at any meeting at which a person so authorised is present.
18.3
Voting rights of joint holders
If more than one of the joint holders of a share tenders a vote on the same resolution,
whether in person or by proxy, the vote of the senior who tenders a vote shall be
accepted to the exclusion of the vote(s) of the other joint holder(s); and for this purpose
seniority shall be determined by the order in which the names stand in the Register in
respect of the relevant share.
18.4
Member under incapacity
A Member in respect of whom an order has been made by any court having jurisdiction
(whether in the United Kingdom or elsewhere) in matters concerning mental disorder may
vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other
person in the nature of a receiver or curator bonis appointed by that court. That receiver,
curator bonis or other person may, on a poll, vote by proxy. The right to vote shall be
exercisable only if evidence satisfactory to the Board of the authority of the person
claiming the right to vote is received at the Office (or at such other address as may be
specified for the receipt of proxy appointments) not later than 48 hours before the time
appointed for holding the meeting or adjourned meeting at which the right to vote is to be
exercised. The Board may specify in any case that in calculating the period of 48 hours,
no account shall be taken of any part of a day that is not a working day.
18.5
Votes cast by proxies and corporate representatives
The Company shall be under no obligation to ascertain whether or not any proxy (or
corporate representative) has voted in accordance with instructions given by the Member
appointing them. Failure by any proxy or corporate representative to vote in accordance
with any such instructions shall not invalidate their vote.
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18.6
Objections to admissibility of votes
No objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting or poll at which the vote objected to is given or tendered. Every vote
not disallowed at such meeting or poll shall be valid for all purposes. Any such objection
shall be referred to the chairman of the meeting and shall only vitiate the decision of the
meeting on any resolution if the chairman decides that the error is of sufficient magnitude
to vitiate the resolution. The chairman's decision on such matters shall be final and
conclusive.
19
PROXIES
19.1
Proxies
(a)
A proxy need not be a Member and a Member may appoint more than one proxy
to attend on the same occasion provided that each such proxy is appointed to
exercise the rights attached to a different share or shares held by that Member.
(b)
The appointment of a proxy shall not preclude a Member from attending and
voting in person at the meeting or on the poll concerned.
(c)
The appointment of a proxy shall:
(i)
be deemed to entitle the proxy to exercise all or any of the appointing
Members' rights to attend and to speak and vote at a meeting of the
Company;
(ii)
be valid for any adjournment of the meeting as well as for the meeting to
which it relates; and
(iii)
where it is stated to apply to more than one meeting, be v</p>