Filed On 12/5/03 12:05pm ET · SEC File 333-110941 · Accession Number 1156973-3-1827
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
12/05/03 Vodafone Group Public Ltd Co F-3 11:243 Bowne of Europe/FA
Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction · Form F-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-3 Voadafone Group Plc F-3 HTML 451K
2: EX-1.1 Underwriting Agreement 45 170K
3: EX-1.4 Underwriting Agreement 41 168K
4: EX-4.5 Instrument Defining the Rights of Security Holders 83 341K
5: EX-5.1 Opinion re: Legality 4 18K
6: EX-5.2 Opinion re: Legality 5 15K
7: EX-8.2 Opinion re: Tax Matters 2 8K
8: EX-12 Statement re: Computation of Ratios 2± 17K
9: EX-15 Letter re: Unaudited Interim Financial Information 1 8K
10: EX-23.1 Consent of Experts or Counsel 1 7K
11: EX-25 Statement of Eligibility of Trustee 5 23K
EX-4.5 · Instrument Defining the Rights of Security Holders
Exhibit Table of Contents
EXHIBIT 4.5
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
(INCLUDING ALL AMENDMENTS AS AT 28 JULY 2000)
1 (1) THE NAME OF THE COMPANY IS "VODAFONE GROUP PUBLIC LIMITED COMPANY".
2 THE COMPANY IS A PUBLIC COMPANY.
3 THE REGISTERED OFFICE OF THE COMPANY WILL BE SITUATE IN ENGLAND.
4 THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:
(1) To carry on the business of a holding company in all its
branches, and for that purpose to acquire and hold for
investment shares, stock, debentures and debenture stock,
bonds, notes, obligations and securities issued or guaranteed
by any company, and debentures, debenture stock, bonds, notes,
obligations and securities issued or guaranteed by a
government, sovereign ruler, commissioner, public body or
authority, supreme, municipal, local or otherwise, whether at
home or abroad, and to leave money on deposit or otherwise
with any bank or building society, local authority or any
other party and to act as and to perform all the functions of
a holding company.
(2) To carry on business as dealers in, operators, manufacturers,
repairers, designers, developers, importers and exporters of
electronic, electrical, mechanical and aeronautical equipment
of all types and of parts and accessories thereof and of plant
and machinery of all descriptions, and to act as engineers'
agents and merchants, and generally to undertake and execute
agencies and commissions of any kind.
(3) To purchase, subscribe for, underwrite, take, or otherwise
acquire and hold any shares, stock, bonds, options,
debentures, debenture stock obligations or securities in or of
any company, corporation, public body, supreme, municipal,
local or otherwise or of any Government or State and to act as
and perform all the functions of a holding company and to
carry on, acquire, undertake and execute any business,
undertaking, transaction
------------------
(1) 17 July 1984 - Incorporated as a private company with name "RACAL
STRATEGIC RADIO LIMITED"
17 September 1985 - name changed to "RACAL TELECOMMUNICATIONS GROUP
LIMITED"
5 September 1988 - name changed to "RACAL TELECOM LIMITED"
14 September 1988 - Re-registered as a public company
16 September 1991 - name changed to "VODAFONE GROUP PUBLIC LIMITED
COMPANY"
29 June 1999 - name changed to "VODAFONE AIRTOUCH PUBLIC COMPANY LIMITED"
28 July 2000 - name changed to "VODAFONE GROUP PUBLIC LIMITED COMPANY"
or operation whether manufacturing, financial, mercantile,
agricultural, extractive or otherwise.
(4) To purchase, take on lease or in exchange, hire or otherwise
acquire, and obtain options over, lands, buildings and
generally any real or personal property, rights or privileges
of any kind which the Company may deem necessary or convenient
for or with reference to any of its objects, or capable of
being profitably dealt with in connections with any of its
property rights for the time being.
(5) To apply for or acquire by purchase or otherwise, whether in
the United Kingdom or elsewhere, any patents, patent rights,
secret processes, trade marks, copyrights or other rights of
monopolies, licences, concessions and the like, and to use,
exercise, develop or grant licences in respect of, or
otherwise turn the same to account and to make, assist, or
subsidise any experiments, researches or investigations.
(6) To purchase or otherwise acquire, obtain options over, take
over, manage, supervise, control and undertake all or any part
of the business, undertaking, goodwill, property, assets,
rights and liabilities of any person or company, or to acquire
the control of shares of any company or any interest therein
and to act as a director or manager of any company.
(7) To improve, manage, develop, grant licences, easements and
other rights over, exchange and in any other manner deal with
or dispose of the undertaking, property, assets, rights and
effects of the Company, or any part thereof, for such
consideration as may be thought fit, and in particular for
stock, shares, debentures, debenture stock or securities of
any other company, whether fully or partly paid up.
(8) To pay for any property or rights acquired by the Company and
for any services rendered or to be rendered to the Company
either in cash or in fully or partly paid shares, with or
without preferred or deferred or guaranteed rights in respect
of dividend or repayment of capital or otherwise, or in any
securities which the Company has power to issue, or partly in
one mode and partly in another and generally on such terms as
may seem expedient.
(9) To lend any moneys or assets of the Company to such persons,
firms or companies and on such terms as may be considered
expedient, and either with or without security, and to invest
and deal with moneys and assets of the company not immediately
required in any manner and to receive money and securities or
deposit, at interest or otherwise.
(10) To borrow or raise money and to secure or discharge any debt
or obligation of or binding on the Company in such manner as
may be thought fit, and in particular mortgages, or other
charges upon the undertaking and all or any of the property
and assets (present or future) and the uncalled or unpaid
capital of the Company, or by the creation and issue on such
terms and conditions as may be thought expedient of debentures
or debenture stock, perpetual or otherwise, or other
securities of any description.
(11) To enter into any guarantee, contract of indemnity or
suretyship whether by personal covenant or by mortgage or
charge on all or any part of the undertaking, property or
assets of the Company (including its uncalled capital) and in
particular (without prejudice to the generality of the
foregoing) with or without consideration to guarantee or give
security as aforesaid for the payment of any principal moneys,
premiums,
interest and other moneys secured by or payable under any
obligations or securities including particularly the
obligations or securities of any company which is (within the
meaning of Section 154 of the Companies Act 1948) in relation
to the Company a holding company or a subsidiary of such
holding company or of the Company or which is otherwise
associated with the Company in business.
(12) To issue securities which the Company has power to issue by
way of security and indemnity to any person whom the Company
has agreed, or is bound or willing to indemnify, or in
satisfaction of any liability undertaken or agreed to be
undertaken by the Company, and generally in every respect upon
such terms and conditions and for such consideration (if any)
as the Company may think fit.
(13) To establish or promote or concur in establishing or promoting
any other company or companies for the purpose of acquiring or
undertaking all or any of the assets and liabilities of this
Company, or for any other purpose which may seem directly or
indirectly calculated to benefit this Company or to advance
the objects or interest thereof, or to take and otherwise
acquire and hold or dispose of shares, stock, debentures,
debenture stock or other securities of any such company or
companies.
(14) To amalgamate or enter into partnership with, and to
co-operate in any way with or assist or subsidise any person,
firm or company carrying on any business which this Company is
authorised to carry on or possessed of property suitable for
the purposes of the Company.
(15) To pay all expenses incident to the formation or promotion of
this or any other company, and to remunerate any person or
company for services rendered or to be rendered in placing or
assisting to place or guaranteeing the placing of any of the
shares in or debentures or debenture stock or other securities
of the Company, or in or about the promotion, formation or
business of the Company, or of any other company promoted
wholly or in part by this Company.
(16) To draw, make, accept, endorse, discount, negotiate, execute
and issue, and to buy, sell and deal with bills of exchange,
promissory notes and other negotiable or transferable
instruments or securities.
(17) To grant pensions or gratuities to any employees or officers
(including Directors) or ex-employees or ex-officers
(including ex-Directors) of the Company or the relations,
connections or dependants of any such persons, and to pay or
contribute to insurance schemes having such objects, and to
establish or support associations, institutions, clubs, funds
and trusts which may be considered likely to benefit any such
persons or otherwise advance the interests of the Company or
of its members, and to establish or contribute to any scheme
for the purchase by trustees of fully paid shares in the
Company, to be held for the benefit of employees of the
Company, including any Director holding a salaried employment
or office in the Company, and to lend money to the Company's
employees to enable them to purchase fully paid shares in the
Company, and to formulate and carry into effect any scheme for
sharing the profits of the Company with its employees or any
of them.
(18) To subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object, or for any
exhibition, or for any purpose which may seem likely directly
or indirectly to further objects of the Company or the
interests of its members.
(19) To distribute among the members of the Company in specie by
way of dividend or bonus or upon a return of capital any
property or assets of the Company, or any proceeds of sale or
disposal of any property or assets of the Company but so that
no distribution amounting to a reduction of capital be made
except with the sanction (if any) for the time being required
by law.
(20) To hold in the name of others any property which the Company
is authorised to acquire and to do all or any of the things
and matters aforesaid in any part of the world and either as
principal, agent, contractor, trustee or otherwise, and by or
through trustees, agents, sub-contractors or otherwise, and
either alone or in conjunction with others; and to accept
property on trust and to act as trustee, executor,
administrator or attorney either gratuitously or otherwise.
(21) To procure the Company to be registered or incorporated in any
part of the world.
(22) To do all such other things and to carry on such other
business or businesses whatsoever and wheresoever as may, in
the opinion of the Company, be necessary, incidental,
conducive or convenient to the attainment of the above objects
or any of them, or calculated directly or indirectly to
enhance the value of or render profitable any of the Company's
property, assets or rights, or otherwise likely in any respect
to be advantageous to the Company.
(23) To purchase and maintain insurance for or for the benefit of
any persons who are or were at any time directors, officers or
employees or auditors of the Company, or of any other company
which is its holding company or in which the Company or such
holding company or any of the predecessors of the Company or
of such holding company has any interest whether direct or
indirect or which is in any way allied to or associated with
the Company, or of any subsidiary undertaking of the Company
or of any such other company, or who are or were at any time
trustees of any pension fund in which any employees of the
Company or of any such other company or subsidiary undertaking
are interested, including (without prejudice to the generality
of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual
or purported execution and or discharge of their duties and or
in the exercise or purported exercise of their powers and or
otherwise in relation to the Company or any such other
company, subsidiary undertaking or pension fund and to such
extent as may be permitted by law otherwise to indemnify or to
exempt any such person against or from any such liability; for
the purpose of this clause "holding company" and "subsidiary
undertaking" shall have the same meanings as in the Companies
Act 1985 as amended by the Companies Act 1989.
And it is hereby declared that the word "company" in this Clause, except where
used in reference to this Company, shall be deemed to include any partnership or
other body of persons, whether incorporated or not incorporated, and whether
domiciled in the United Kingdom or elsewhere and further the intention is that
the objects specified in each paragraph of this Clause, shall except where
otherwise expressed in such paragraph, be independent main objects and be in no
way limited or restricted by reference to or inference from the terms of any
other paragraph or the name of the Company.
--------------------------------------------------------------------------------
NAMES AND ADDRESSES AND NUMBER OF SHARES TAKEN BY
DESCRIPTIONS OF SUBSCRIBERS EACH SUBSCRIBER (IN WORDS)
--------------------------------------------------------------------------------
Brian Auld One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
--------------------------------------------------------------------------------
Brian Gilbert Guest Cowper One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
--------------------------------------------------------------------------------
Dated this 13th day of June, 1984.
Witness to the above Signatures: Paul Lush
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
TABLE OF CONTENTS
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ARTICLE NO. PAGE NO.
PRELIMINARY ARTICLES
Table A and other standard regulations do not apply 1 1
THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES 2 1
SHARE CAPITAL
Form of the Company's share capital 3 6
FIXED RATE SHARES
Right of Fixed Rate Shares to profits 4 6
Right of Fixed Rate Shares to capital 5 7
Voting rights of Fixed Rate Shares 6 7
Varying the rights of Fixed Rate Shares 7 8
CHANGING CAPITAL
The power to increase capital 8 8
Application of the Articles to new shares 9 8
The power to change capital 10 8
Fractions of shares 11 9
The power to reduce capital 12 9
Buying back shares 13 9
SHARES
The special rights of new shares 14 10
The directors' power to deal with shares 15 10
The directors' authority to allot "relevant securities" and "equity 16 10
securities"
Power to pay commission and brokerage 17 12
Renunciations of allotted but unissued shares 18 12
No trusts or similar interests recognised 19 12
SHARES IN UNCERTIFICATED FORM
Holding shares in uncertificated form and effect of the CREST 20 13
Regulations
SHARE CERTIFICATES
Certificates 21 13
Replacement share certificates 22 14
CALLS ON SHARES
The directors can make calls on shares 23 15
The liability for calls 24 15
Interest and expenses on unpaid calls 25 15
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ARTICLE NO. PAGE NO.
Sums which are payable when a share is allotted are treated as a
call 26 15
Calls can be for different amounts 27 15
Paying calls early 28 16
FORFEITING SHARES
Notice following non-payment of a call 29 16
Contents of the notice 30 16
Forfeiture if the notice is not complied with 31 16
Forfeiture will include unpaid dividends 32 16
Dealing with forfeited shares 33 16
Cancelling forfeiture 34 17
The position of shareholders after forfeiture 35 17
LIENS ON PARTLY PAID SHARES
The Company's lien on shares 36 17
Enforcing the lien by selling the shares 37 17
Using the proceeds of the sale 38 18
Evidence of forfeiture or enforcement of lien 39 18
CHANGING SHARES RIGHTS
Changing the special rights of shares 40 18
More about the special rights of shares 41 19
TRANSFERRING SHARES
Share transfers 42 19
More about transfers of shares in certificated form 43 19
The Company can refuse to register certain transfers 44 20
Closing the Register 45 20
Overseas branch registers 46 20
PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
When a shareholder dies 47 20
Registering personal representatives 48 20
A person who wants to be registered must give notice 49 21
Having another person registered 50 21
The rights of people automatically entitled to shares by law 51 21
SHAREHOLDERS WHO CANNOT BE TRACED
Shareholder who cannot be traced 52 21
GENERAL MEETINGS
The Annual General Meeting 53 22
Extraordinary General Meetings 54 22
Calling an Extraordinary General Meeting 55 22
Notice of General Meetings 56 23
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PROCEEDINGS AT GENERAL MEETINGS
The chairman of a General Meeting 57 24
Security, and other arrangements at General Meetings 58 24
Overflow meeting rooms 59 25
The quorum needed for General Meetings 60 25
The procedure if there is no quorum 61 25
Adjourning meetings 62 25
Amending Resolutions 63 26
VOTING PROCEDURES
How votes are taken 64 26
How a poll is taken 65 26
Where there cannot be a poll 66 27
A General Meeting continues after a poll is demanded 67 27
Timing of a poll 68 27
The chairman's casting vote 69 27
The effect of a declaration by the chairman 70 27
VOTING RIGHTS
The votes of shareholders 71 27
Shareholders who owe money to the Company 72 28
Suspension of rights on non-disclosure of interest 73 28
Votes of shareholders who are of unsound mind 74 30
The votes of joint holders 75 30
PROXIES
Appointment of proxies 76 30
Completing proxy forms 77 30
Delivering proxy forms 78 31
Cancellation of proxy's authority 79 32
Authority of proxies 80 32
Representatives of companies 81 32
Challenging votes 82 33
DIRECTORS
The number of directors 83 33
Qualification to be a director 84 33
Directors' fees and expenses 85 33
Special pay 86 33
Directors' expenses 87 34
Directors' pensions and other benefits 88 34
Appointing directors to various posts 89 34
CHANGING DIRECTORS
Age limits 90 35
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Retiring directors 91 35
Eligibility for re-election 92 35
Re-electing a director who is retiring 93 35
Election of two or more directors 94 35
People who can be directors 95 35
The power to fill vacancies and appoint extra directors 96 36
Removing and appointing directors by an ordinary resolution 97 36
When directors are disqualified 98 36
DIRECTORS' MEETINGS
Directors' meetings 99 37
Who can call directors' meetings 100 37
How directors' meetings are called 101 37
Quorum 102 37
The Chairman of directors' meetings 103 38
Voting at directors' meetings 104 38
Directors can act even if there are vacancies 105 38
Directors' meetings by video conference and telephone 106 38
Resolutions in writing 107 38
The validity of directors' actions 108 39
DIRECTORS' INTERESTS
Directors' interests in transactions with the Company 109 39
When directors can vote on things in which they are interested 110 39
More about directors' interests 111 41
DIRECTORS' COMMITTEES
Delegating powers to committees 112 41
Committee procedure 113 42
DIRECTORS' POWERS
The directors' management powers 114 42
The power to establish local boards 115 42
The power to appoint attorneys 116 43
Borrowing powers 117 43
Borrowing restrictions 118 43
ALTERNATE DIRECTORS
Alternate directors 119 45
THE SECRETARY
The Secretary and Deputy and Assistant Secretaries 120 46
THE SEAL
The Seal 121 46
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AUTHENTICATING DOCUMENTS
Establishing that documents are genuine 122 47
RESERVES
Setting up reserves 123 47
DIVIDENDS
No dividends are payable except out of profits 124 48
Final dividends 125 48
Fixed and interim dividends 126 48
Dividends not in cash 127 48
Calculation and currency of dividends 128 48
Deducting amounts owing from dividends and other money 129 49
Payments to shareholders 130 49
Record dates for payments and other matters 131 49
Dividends which are not claimed 132 50
Waiver of dividends 133 50
CAPITALISING RESERVES
Capitalising reserves 134 50
SCRIP DIVIDENDS
Ordinary Shareholders can be offered the right to receive extra 135 51
shares instead of cash dividends
ACCOUNTS
Accounting and other records 136 53
Location and inspection of records 137 53
Sending copies of accounts and other documents 138 53
AUDITORS
Acts of auditors 139 54
Auditors at General Meetings 140 54
NOTICES
Serving and delivering notices and other documents 141 54
Notices to joint holders 142 55
Notices for shareholders with foreign addresses 143 55
When notices are served 144 55
Serving notices and documents on shareholders who have died or 145 55
are bankrupt
If documents are accidentally not sent 146 55
MINUTES AND RECORDS
Minutes 147 56
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ARTICLE NO. PAGE NO.
Availability of records for inspection and notifying the Registrar of
Companies 148 56
WINDING UP
Directors' power to petition 149 56
Distribution of assets in kind 150 57
DESTROYING DOCUMENTS
Destroying documents 151 57
INDEMNITY AND INSURANCE
Indemnity 152 58
Insurance 153 58
SHARE WARRANTS
Issue of Share Warrants 154 59
Directors can accept a certificate instead of a Share Warrant 155 59
Requesting a Share Warrant 156 59
Replacing Share Warrants 157 60
Rights of the Bearer 158 60
Bearers of Share Warrants participating in securities offers 159 61
Communications with Bearers of Share Warrants 160 61
Issuing shares to which the Share Warrant relates 161 61
ADR DEPOSITARY
ADR Depositary can appoint proxies 162 62
The ADR Depositary must keep a Proxy Register 163 62
Appointed Proxies can only attend General Meetings if properly 164 62
appointed
Rights of Appointed Proxies 165 62
Sending information to an Appointed Proxy 166 63
The Company can pay dividends to an Appointed Proxy 167 63
The Proxy Register may be fixed at a certain date 168 63
The nature of an Appointed Proxy's interest 169 64
Validity of the appointment of Appointed Proxies 170 64
GLOSSARY 65
Company Number: 1833679
THE COMPANIES ACTS 1948 TO 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
Adopted on 30 June 1999 pursuant to a Special Resolution passed on 24 May 1999
and amended by Special Resolutions passed on 27 July 2000 and 25 July 2001.
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
PRELIMINARY ARTICLES
1 TABLE A AND OTHER STANDARD REGULATIONS DO NOT APPLY
The regulations in Table A of the Companies Act 1948, and any similar
regulations in THE COMPANIES ACTS do not apply to the COMPANY.
2 THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES
2.1 The following table gives the meaning of certain words and phrases as
they are used in these ARTICLES. However, the meaning given in the
table does not apply if that is inconsistent with the context in which
a word or phrase appears. After the ARTICLES there is a Glossary which
explains various words and phrases. The Glossary is not part of the
MEMORANDUM or ARTICLES, and it does not affect their meaning.
Throughout the ARTICLES, those words and expressions explained in this
Article 2.1 are printed in BOLD and those explained in the Glossary are
printed in italics.
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WORDS AND PHRASES MEANING
ADJUSTED TOTAL OF CAPITAL This is defined in Article 118.2.
AND RESERVES
ADR DEPOSITARY A custodian or other person or persons approved by the directors
who (a) hold's SHARES in the COMPANY under arrangements where
either the custodian or some other person issues AMERICAN
DEPOSITARY RECEIPTS which evidence AMERICAN DEPOSITARY SHARES
representing SHARES in the COMPANY; and/or (b) is appointed by or
on behalf of the COMPANY to hold SHARE WARRANTS.
AMERICAN DEPOSITARY SHARES These represent SHARES in the COMPANY and are evidenced by AMERICAN
DEPOSITARY RECEIPTS.
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WORDS AND PHRASES MEANING
AMERICAN DEPOSITARY These represent AMERICAN DEPOSITARY SHARES either
RECEIPTS physically or in the form of DIRECT REGISTRATION RECEIPTS.
APPOINTED PROXY This is defined in Article 162.1.
APPROVED TRANSFER This is defined in Article 73.9, for the purposes of Article 73.
ARTICLES The COMPANY'S Articles of Association, including any changes made
to them.
BEARER This is defined in Article 154.1.
CLASS MEETING This is defined in Article 40.1.
COMMON SEAL Any seal which the COMPANY may have under the COMPANIES ACTS and
which the COMPANY may use to execute documents.
COMPANIES ACT 1985 The Companies Act 1985, as amended by the Companies Act 1989.
COMPANIES ACTS The COMPANIES ACT 1985, The CREST REGULATIONS and other legislation
relating to COMPANIES and affecting the COMPANY (including any
orders, regulations or other subordinated legislation made under
them) in force from time to time.
COMPANY Includes any company, corporate body and any corporation
established anywhere in the world.
COMPANY REPRESENTATIVE This is defined in Article 81.1.
THE COMPANY Vodafone Group Public Limited Company.
CREST REGULATIONS The Uncertificated Securities Regulations 1995.
DEFAULT SHARES This is defined in Article 73.1, for the purposes of Article 73.
DIRECT REGISTRATION RECEIPT AN AMERICAN DEPOSITARY RECEIPT IN UNCERTIFICATED FORM, the
ownership of which is recorded in the DIRECT REGISTRATION SYSTEM.
DIRECT REGISTRATION SYSTEM The system maintained by the ADR DEPOSITARY in which the ADR
DEPOSITARY records the ownership of DIRECT REGISTRATION RECEIPTS.
DIRECTION NOTICE This is defined in Article 73.3 for the purposes of Article 73.
ELECTED SHARES This is defined in Article 135.8.
ELECTRONIC COMMUNICATIONS The meaning of electronic communication is given in Section 15 of
the Electronic Communications Act 2000.
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WORDS AND PHRASES MEANING
ELECTRONIC MAIL Includes any ELECTRONIC COMMUNICATION in any form through any
medium (including transmissions through the internet or by fax).
EQUITY SECURITIES The meaning of equity securities is given in Section 94 COMPANIES
ACT 1985.
EQUITY SHARES SHARES in the capital of the COMPANY which are regarded as equity
share capital pursuant to Section 744 COMPANIES ACT 1985.
FIXED RATE SHARES The 7 per cent cumulative fixed rate shares of(pound)1 each in the
COMPANY.
GROUP This is defined in Article 118.2, for the purposes of Article 118.
LONDON STOCK EXCHANGE London Stock Exchange plc.
MEMORANDUM The Memorandum of Association of the COMPANY.
NON EQUITY SECURITIES Securities which are not EQUITY SECURITIES.
OPERATOR CRESTCo Limited or any other operator of a RELEVANT SYSTEM under
the CREST REGULATIONS.
ORDINARY SHAREHOLDER A holder of the COMPANY'S ORDINARY SHARES.
ORDINARY SHARES Ordinary shares of US$0.10 each in the COMPANY.
PAID-UP SHARE OR OTHER Includes a SHARE or other security which is treated
SECURITY ("credited") as paid up.
PAY Includes any kind of reward or payment for services.
PRESCRIBED PERIOD This is defined in Article 16.5, for the purposes of Article 16.
PROCEDURAL RESOLUTION A resolution or question put to the vote of a General Meeting of a
procedural nature (such as a resolution on a simple clerical
amendment to correct an obvious error in a SUBSTANTIVE RESOLUTION,
a resolution to adjourn a General Meeting or a resolution on the
choice of chairman of a General Meeting).
PROXY FORM This includes any document or ELECTRONIC COMMUNICATION which appoints
a proxy.
RECOGNISED CLEARING HOUSE A clearing house granted recognition under the Financial Services
Act 1986.
RECOGNISED INVESTMENT An investment exchange granted recognition under the Financial
EXCHANGE Services Act 1986.
RECORD DATE This is defined in Article 168.1, for the purposes of Article 168.
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WORDS AND PHRASES MEANING
REGISTER The COMPANY'S register of members.
REGISTERED OFFICE The COMPANY'S registered office.
RELEVANT COMPANY This is defined in Article 153.1, for the purposes of Article 153.
RELEVANT SECURITIES The meaning of relevant securities is given in Section 80 of the
COMPANIES ACT 1985.
RELEVANT SYSTEM A relevant system under the CREST REGULATIONS whose OPERATOR allows
SHARES or other securities of the COMPANY to be transferred using
that system.
RELEVANT VALUE This is defined in Article 135.4, for the purposes of Article 135.
RIGHTS of any share The rights attached to a SHARE when it is issued, or afterwards.
RIGHTS ISSUE This is defined in Article 16.5, for the purposes of Article 16.
SECRETARY Any person appointed by the directors to do work as the company
secretary including any assistant or deputy secretary.
SECURITIES OFFER This is defined in Article 159.3, for the purposes of Article 159.
SECURITIES SEAL A seal used to stamp securities issued by the COMPANY in
CERTIFICATED FORM as evidence that the COMPANY has issued them.
SHARE WARRANT A share warrant to bearer issued by the COMPANY.
SHAREHOLDER A holder of the COMPANY'S SHARES.
SHAREHOLDERS' MEETING A meeting OF SHAREHOLDERS including both a General Meeting of the
COMPANY and a class meeting.
SHARES Shares which are in issue at the relevant time.
STERLING The currency of the UNITED KINGDOM.
SUBSIDIARY A subsidiary as defined in Section 736 of the COMPANIES ACT 1985.
SUBSIDIARY UNDERTAKING A subsidiary undertaking as defined in Section 258 of the
COMPANIES ACT 1985.
SUBSTANTIVE RESOLUTION Any resolution or question put to the vote of a General Meeting
which is not a PROCEDURAL RESOLUTION.
TAKEOVER OFFER A takeover offer as defined in Section 428 of the Companies Act
1985.
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WORDS AND PHRASES MEANING
TERMS of a share The terms on which a SHARE was issued.
TRANSFER OFFICE The place where the REGISTER is kept.
UK LISTING AUTHORITY The Financial Services Authority in its capacity as the competent
authority under the Financial Services Act 1986.
UNITED KINGDOM Great Britain and Northern Ireland.
US DOLLARS The currency of the United States of America.
WORKING DAY A day on which banks in the UNITED KINGDOM are generally open for
business, excluding Saturdays, Sundays and public holidays.
2.2 References to a DEBENTURE include DEBENTURE STOCK and references to a
DEBENTURE HOLDER include a DEBENTURE STOCKHOLDER.
2.3 Where the ARTICLES refer to a person who is automatically entitled to a
SHARE by law, this includes a person who is entitled to the share as a
result of the death, or bankruptcy, of a SHAREHOLDER.
2.4 Words which refer to a single number also refer to plural numbers, and
the other way around.
2.5 Words which refer to males also refer to females and to other PERSONS.
2.6 References to a PERSON or PEOPLE include COMPANIES, unincorporated
associations and so on.
2.7 References to OFFICERS include directors, managers and the SECRETARY,
but not the COMPANY'S auditors.
2.8 References to the DIRECTORS are to the board of directors unless the
way in which DIRECTORS is used does not allow this meaning.
2.9 Any headings in these ARTICLES are only included for convenience. They
do not affect the meaning of the ARTICLES.
2.10 When an Act or other legislation or the ARTICLES are referred to, the
version which is current at any particular time will apply.
2.11 Where the ARTICLES give any power or authority to anybody, this power
or authority can be used on any number of occasions, unless the way in
which the word is used does not allow this meaning.
2.12 Any word which is defined in the COMPANIES ACTS (excluding any
modification to them by a further act or statutory instrument which is
not in force when these ARTICLES are adopted) means the same in the
ARTICLES, unless the ARTICLES define it differently, or the way in
which the word is used is inconsistent with the definition given in the
COMPANIES ACTS.
2.13 Where the ARTICLES say that anything can be done by passing an ordinary
resolution, this can also be done by passing a special resolution or an
extraordinary resolution.
2.14 Where the ARTICLES refer to changing the amount of SHARES this means
doing any or all of the following:
- subdividing the SHARES into other SHARES with a smaller
nominal value;
- consolidating the SHARES into other SHARES with a larger
nominal value; and
- dividing SHARES which have been consolidated into SHARES with
a larger nominal value than the original SHARES had.
2.15 Where the ARTICLES refer to any document being MADE EFFECTIVE this
means being signed, sealed or executed in some other legally valid way.
2.16 Where the ARTICLES refer to MONTHS or YEARS, these are calendar months
or years.
2.17 ARTICLES which apply to fully-paid SHARES can also apply to stock.
References in those ARTICLES to SHARE or SHAREHOLDER include stock or
stockholder.
2.18 Where the ARTICLES refer to SHARES in CERTIFICATED FORM, this means
that ownership of the SHARES can be transferred using a written
transfer document (rather than in accordance with the CREST
REGULATIONS) and that a share certificate is usually issued to the
owner.
2.19 Where the ARTICLES refer to SHARES in UNCERTIFICATED FORM, this means
that ownership of the SHARES can be transferred in accordance with the
CREST REGULATIONS without using a written transfer document and that no
share certificate is issued to the owner.
2.20 Where the ARTICLES refer to A PERIOD OF CLEAR DAYS, the period does not
include the date the notice is delivered, or treated as being
delivered, nor the date of the General Meeting or other relevant event.
2.21 The term ADDRESS when used in relation to ELECTRONIC COMMUNICATIONS or
ELECTRONIC MAIL includes any number or address used for the purposes of
such communication.
SHARE CAPITAL
3 FORM OF THE COMPANY'S SHARE CAPITAL
(1) The COMPANY'S share capital at the date when these ARTICLES are
adopted is (pound)50,000 and U.S.$816,000,000. This is made up of
50,000 7 per cent. cumulative fixed rate shares of (pound)1 each and
8,160,000,000 ordinary shares of U.S.$0.10 each.
FIXED RATE SHARES
4 RIGHT OF FIXED RATE SHARES TO PROFITS
4.1 If the COMPANY has profits which are available for distribution and the
directors resolve that these should be distributed, the holders of the
FIXED RATE SHARES are entitled, before the holders of any other class
of SHARES, to be paid in respect of each financial year or other
accounting period of the COMPANY a fixed cumulative preferential
dividend ("PREFERENTIAL DIVIDEND") at the rate of 7 per cent. per annum
on the nominal value of the FIXED RATE SHARES which is PAID UP or
treated as PAID UP.
-----------------
(1) On 21 July 1999 the share capital of the Company was increased to
(pound)50,000 and US$4,080,000,000 by the creation of an additional
32,640,000,000 ordinary shares of US$0.10 each.
The share capital of the Company was increased to (pound)50,000 and
US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary
shares of US$0.10 each with effect from 9 February 2000.
4.2 Subject to Article 4.3 below, the PREFERENTIAL DIVIDEND will be paid
yearly, on 31 March in respect of each financial year ending on or
before that date. If this date is not a WORKING DAY, the payment will
be made on the next WORKING DAY.
4.3 When the COMPANY has to calculate a dividend on the FIXED RATE SHARES
for a period other than a calendar year ending on 31 March (being
another accounting period, the first dividend period arising for the
FIXED RATE SHARES or otherwise), the daily dividend rate will be worked
out by dividing the yearly dividend rate by 365 days. This daily rate
will then be multiplied by the actual number of days which have passed
in the relevant period, but not including the date of payment, to give
the amount payable for that period.
4.4 Except as provided in this Article, the FIXED RATE SHARES do not have
any other right to share in the COMPANY'S profits.
5 RIGHT OF FIXED RATE SHARES TO CAPITAL
5.1 If the COMPANY is wound up (but in no other circumstances involving a
repayment of capital or distribution of assets to SHAREHOLDERS whether
by reduction of capital, redeeming or buying back SHARES or otherwise),
the holders of the FIXED RATE SHARES will be entitled, before the
holders of any other class of SHARES to:
- repayment of the amount paid up or treated as PAID UP on the
nominal value of each FIXED RATE SHARE;
- the amount of any dividend which is due for payment on, or
after, the date the winding up commenced which is payable for
a period ending on or before that date. This applies even if
the dividend has not been declared or earned;
- any arrears of dividend on any FIXED RATE SHARES held by them.
This applies even if the dividend has not been declared or
earned; and
- a proportion of any dividend in respect of the financial year
or other accounting period which began before the winding up
commenced but ends after that date. The proportion will be the
amount of the dividend that would otherwise have been payable
for the period which ends on that date. This applies even if
the dividend has not been declared or earned.
5.2 If there is a winding up to which Article 5.1 applies, and there is not
enough to pay the amounts due on the FIXED RATE SHARES, the holders of
the FIXED RATE SHARES will share what is available in proportion to the
amounts to which they would otherwise be entitled. The holders of the
FIXED RATE SHARES will be given preference over the holders of other
classes of SHARES which rank behind them in sharing in the COMPANY'S
assets.
5.3 Except as provided in this Article 5, the FIXED RATE SHARES do not have
any other right to share in the COMPANY'S surplus assets.
6 VOTING RIGHTS OF FIXED RATE SHARES
6.1 The holders of the FIXED RATE SHARES are only entitled to receive
notice of General Meetings, or to attend, speak and vote at General
Meetings, as set out below.
- If a resolution is to be proposed at the General Meeting to
wind up the COMPANY, they are entitled to receive notice of
the General Meeting and can attend, but are not entitled to
speak or vote.
- If a resolution is to be proposed at the General Meeting which
would vary or abrogate the RIGHTS attached to the FIXED RATE
SHARES, they are entitled to receive notice of the General
Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjourn the
General Meeting before such resolution is voted on.
6.2 If the holders of the FIXED RATE SHARES are entitled to vote at a
General Meeting, each holder present in person or by proxy (or, being a
COMPANY, by A COMPANY REPRESENTATIVE) has one vote on a show of hands
and on a poll every holder who is present in person or by proxy (or,
being a COMPANY, by A COMPANY REPRESENTATIVE) shall have one vote in
respect of each fully paid FIXED RATE SHARE.
7 VARYING THE RIGHTS OF FIXED RATE SHARES
The RIGHTS of the holders of the FIXED RATE SHARES will be regarded as
being varied or abrogated if any resolution is passed for the reduction
of the amount of capital paid up on the FIXED RATE SHARES but not for
the repayment of the FIXED RATE SHARES at par.
Accordingly, this can only take place if:
- holders of at least three quarters in nominal value of the
FIXED RATE SHARES agree in writing; or
- an extraordinary resolution is passed at a separate CLASS
MEETING by the holders of the FIXED RATE SHARES approving the
proposal,
in accordance with Article 40.
CHANGING CAPITAL
8 THE POWER TO INCREASE CAPITAL
The SHAREHOLDERS can increase the COMPANY'S share capital by passing an
ordinary resolution. The resolution must fix the:
- amount of the increase;
- nominal value of the new SHARES; and
- currency or currencies in which the nominal value of such
shares is to be expressed.
9 APPLICATION OF THE ARTICLES TO NEW SHARES
The provisions of the ARTICLES about allotment, payment of calls,
transfers, automatic entitlement by law, forfeiture, lien and all other
things apply to new SHARES under Article 8 in the same way as if they
were part of the COMPANY'S existing share capital.
10 THE POWER TO CHANGE CAPITAL
The SHAREHOLDERS can pass ordinary resolutions to do any of the
following:
- consolidate, or consolidate and then divide, all or any part
of the COMPANY'S share capital into new SHARES of a larger
nominal value than the existing SHARES;
- cancel any SHARES which have not been taken, or agreed to be
taken, by any person at the date of the resolution, and reduce
the amount of the COMPANY'S share capital by the amount of the
cancelled SHARES;
- divide some or all of the SHARES into SHARES which are of a
smaller nominal value than is fixed in the MEMORANDUM. This is
subject to any restrictions under the COMPANIES ACTS. The
resolution can provide that, as between the SHARES resulting
from such sub-division, different RIGHTS and restrictions
which the COMPANY can apply to new SHARES may apply to all or
any of the different divided SHARES.
11 FRACTIONS OF SHARES
11.1 If any SHARES are consolidated or divided, the directors have power to
deal with any fractions of SHARES which result or any other difficulty
that arises. If the directors decide to sell any SHARES representing
fractions, they must do so for the best price reasonably obtainable and
distribute the net proceeds of sale among SHAREHOLDERS in proportion to
their fractional entitlements in accordance with their RIGHTS and
interests. The directors can sell to any person (including the COMPANY,
if the COMPANIES ACTS allow this) and can authorise any person to
transfer those SHARES to the buyer or in accordance with the buyer's
instructions. The buyer does not need to take any steps to see how any
money he paid is used. Nor will his ownership be affected if the sale
was irregular or invalid in any way.
11.2 So far as the COMPANIES ACTS allow, when SHARES are consolidated or
divided, the directors can treat a SHAREHOLDER'S SHARES which are held
in CERTIFICATED FORM and in UNCERTIFICATED FORM as separate
shareholdings. The directors can also arrange for any SHARES which
result from a consolidation or division and which represent rights to
fractions of SHARES to be entered in the REGISTER AS SHARES in
CERTIFICATED FORM where this makes it easier to sell them.
12 THE POWER TO REDUCE CAPITAL
THE COMPANY'S SHAREHOLDERS can pass a special resolution to reduce in
any way:
- The COMPANY'S share capital; or
- any capital redemption reserve, share premium account or other
undistributable reserve.
This is subject to any restrictions under the COMPANIES ACTS.
13 BUYING BACK SHARES
The COMPANY can buy back, or agree to buy back in the future, any
SHARES of any class (including redeemable SHARES) in accordance with
the COMPANIES ACTS. However, if the COMPANY has other SHARES in issue
which are admitted to the official list maintained by the UK LISTING
AUTHORITY and which are convertible at any time into the class of
EQUITY SHARES to be repurchased, the holders of the convertible SHARES
must first pass an extraordinary resolution approving the buy-back at a
separate CLASS MEETING. A resolution is not required, however, if the
terms on which the convertible SHARES were issued allow the buy-back.
SHARES
14 THE SPECIAL RIGHTS OF NEW SHARES
14.1 If the COMPANY issues new SHARES, the new SHARES can have any RIGHTS or
restrictions attached to them. The RIGHTS can take priority over the
RIGHTS of existing SHARES, or existing SHARES can take priority over
them, or the new SHARES and the existing SHARES can rank equally. These
RIGHTS and restrictions can apply to sharing in the COMPANY'S profits
or assets. Other RIGHTS and restrictions can also apply, for example to
the right to vote.
14.2 The powers conferred by Article 14.1 are subject to the provisions of
Article 14.5.
14.3 The RIGHTS and restrictions referred to in Article 14.1 can be decided
by an ordinary resolution passed by the SHAREHOLDERS. The directors can
also take these decisions if they do not conflict with any resolution
passed by the SHAREHOLDERS.
14.4 If the COMPANIES ACTS allow this, the RIGHTS of any new SHARES can
include RIGHTS for the holder and/or the COMPANY to have them redeemed.
14.5 The ability to attach particular RIGHTS and restrictions to new SHARES
may be restricted by special rights previously given to holders of any
existing SHARES.
15 THE DIRECTORS' POWER TO DEAL WITH SHARES
15.1 The directors can decide how to deal with any SHARES which have not
been issued. The directors can:
- allot them on any terms, which can include the right to
transfer the allotment to another person before any person has
been entered on the REGISTER. This is known as the right to
RENOUNCE the allotment (see also Article 18);
- grant options to give people a right to acquire SHARES in the
future; or
- dispose of the SHARES in any other way.
15.2 The directors are free to decide with whom they deal, when they deal
with the SHARES, and the terms on which they deal.
15.3 For the purposes of Article 15.1, the directors must comply with:
- the provisions of the COMPANIES ACTS relating to authority,
pre-emption rights and other matters; and
- any resolution of a General Meeting which is passed under the
COMPANIES ACTS.
16 THE DIRECTORS' AUTHORITY TO ALLOT "RELEVANT SECURITIES" AND "EQUITY
SECURITIES"
16.1 This Article regulates the authority of the directors to allot RELEVANT
SECURITIES and their power to allot EQUITY SECURITIES for cash.
16.2 The directors are authorised, generally and without conditions, under
Section 80 of the COMPANIES ACT 1985, to allot RELEVANT SECURITIES.
They are authorised to allot them for any PRESCRIBED PERIOD. The
maximum amount of RELEVANT SECURITIES which the directors can allot in
each PRESCRIBED PERIOD is the SECTION 80 AMOUNT.
16.3 Under the directors' general authority in Article 16.2, they have the
power to allot EQUITY SECURITIES, entirely paid for in cash, free of
the restriction in Section 89(1) of the COMPANIES
ACT 1985. They have the power to allot them for any PRESCRIBED PERIOD.
There is no maximum amount of EQUITY SECURITIES which the directors can
allot when the allotment is in connection with a RIGHTS ISSUE. In all
other cases, the maximum amount of EQUITY SECURITIES which the
directors can allot is the SECTION 89 AMOUNT.
16.4 During any PRESCRIBED PERIOD, the directors can make offers and enter
into agreements which would, or might, require SHARES or other
securities to be allotted after that period has ended.
16.5 For the purposes of this Article:
- RIGHTS ISSUE means an offer of EQUITY SECURITIES which is open
for a period decided on by the directors to the people who are
registered on a particular date (chosen by the directors) as
holders of:
(i) ORDINARY SHARES, in proportion to their holdings of
ORDINARY SHARES; and
(ii) other classes of EQUITY SECURITIES or NON EQUITY
SECURITIES which give them the right to receive the
offer in accordance with their RIGHTS.
However, the directors can do the following things (and the
issue will still be treated as a RIGHTS ISSUE for the purpose
of this Article if they do so):
- sell any fractions of EQUITY SECURITIES to which
people would be entitled and keep the net proceeds
for the COMPANY'S benefit or make other appropriate
arrangements to deal with such fractions;
- make the RIGHTS ISSUE subject to any limits or
restrictions which the directors think are necessary
or appropriate to deal with legal or practical
problems under the laws of any territory, or under
the requirements of any recognised regulatory body,
or stock exchange, in any territory or as a result of
SHARES being represented by AMERICAN DEPOSITARY
SHARES; OR
- treat a SHAREHOLDER'S holdings in CERTIFICATED FORM
and UNCERTIFICATED FORM as separate shareholdings.
- PRESCRIBED PERIOD means in the first instance the period
ending on the date of the Annual General Meeting in 2000 or on
24 August 2000, whichever is the earlier. After this, the
PRESCRIBED PERIOD means a period of no more than five years
fixed by the SHAREHOLDERS by passing a resolution at a General
Meeting. The SHAREHOLDERS can, by passing further resolutions,
renew or extend this power (including the first PRESCRIBED
PERIOD), for periods of no more than five years each. Such
resolutions can take the form of:
- an ordinary resolution fixing a period under Article
16.2; or
- a special resolution fixing a period under Article
16.3; or
- a special resolution fixing identical periods under
Article 16.2 and under Article 16.3; or
- a special resolution fixing different periods under
Article 16.2 and under Article 16.3.
- The SECTION 80 AMOUNT for the first PRESCRIBED PERIOD is that
fixed at the Extraordinary General Meeting of the COMPANY held
on 24 May 1999, being
U.S.$816,000,000. For any subsequent PRESCRIBED PERIOD the
SECTION 80 AMOUNT is that stated in a relevant resolution
passed by the SHAREHOLDERS at a General Meeting.
- The SECTION 89 AMOUNT for the first PRESCRIBED PERIOD is that
fixed at the Extraordinary General Meeting of the COMPANY held
on 24 May 1999, being U.S.$30,223,864. For any subsequent
PRESCRIBED PERIOD the SECTION 89 AMOUNT is that stated in a
relevant special resolution passed by the SHAREHOLDERS at a
General Meeting.
- In working out any maximum amounts of securities referred to
in this Article, the nominal value of rights to subscribe for
SHARES, or to convert any securities into SHARES, will be
taken as the nominal value of the SHARES which would be
allotted if the subscription or conversion takes place.
17 POWER TO PAY COMMISSION AND BROKERAGE
17.1 The COMPANY can use all the powers given by the COMPANIES ACTS to pay
commission or brokerage to any person who:
- applies, or agrees to apply, for any new SHARES; or
- gets anybody else to apply, or agree to apply for, any new
SHARES.
17.2 The rate per cent or amount of the commission paid or agreed to be paid
must be disclosed as required by the COMPANIES ACTS and must not exceed
10 per cent of the price at which the SHARES in respect of which the
commission is paid are issued (or an equivalent amount).
18 RENUNCIATIONS OF ALLOTTED BUT UNISSUED SHARES
Where a SHARE has been allotted to a person but that person has not yet
been entered on the REGISTER, the directors can recognise a transfer
(called a renunciation) by that person of his right to the SHARE in
favour of some other person. The ability to renounce allotments only
applies if the terms on which the SHARE is allotted are consistent with
renunciation. The directors can impose terms and conditions regulating
renunciation rights and can allow renunciation rights to be
participating securities (as defined in the CREST REGULATIONS) in their
own right.
19 NO TRUSTS OR SIMILAR INTERESTS RECOGNISED
19.1 The COMPANY will only be affected by, or recognise, a current and
absolute right to whole SHARES. The fact that any SHARE, or any part of
a SHARE, may not be owned outright by the registered owner is not of
any concern to the COMPANY, for example if a SHARE is held on any kind
of trust.
19.2 The only exception to what is said in ARTICLE 19.1 is for any right:
- which is expressly given by these ARTICLES; OR
- which the COMPANY has a legal duty to recognise.
SHARES IN UNCERTIFICATED FORM
20 HOLDING SHARES IN UNCERTIFICATED FORM AND EFFECT OF THE CREST
REGULATIONS
20.1 Subject to the ARTICLES and so far as the COMPANIES ACTS allow this,
the directors can decide that any class of SHARES can:
- be held in UNCERTIFICATED FORM and that title to such SHARES
can be transferred using a RELEVANT SYSTEM; or
- no longer be held and transferred in UNCERTIFICATED FORM.
20.2 These ARTICLES do not apply to SHARES of any class which are held in
UNCERTIFICATED FORM to the extent that the ARTICLES are inconsistent
with the:
- holding of SHARES of that class in UNCERTIFICATED FORM;
- transfer of title to SHARES of that class by means of a
RELEVANT SYSTEM; or
- CREST REGULATIONS.
SHARE CERTIFICATES
21 CERTIFICATES
21.1 When a SHAREHOLDER is first registered as the holder of any class of
SHARES in CERTIFICATED FORM, he is entitled to receive, free of charge,
one certificate for all the SHARES in CERTIFICATED FORM of that class
which he holds. If he holds SHARES of more than one class in
CERTIFICATED FORM, he is entitled to receive a separate share
certificate for each class.
21.2 The COMPANY must also observe any requirements of the CREST REGULATIONS
when issuing share certificates. Where the COMPANIES ACTS allow, the
COMPANY does not need to issue share certificates.
21.3 IF A SHAREHOLDER receives more SHARES in CERTIFICATED FORM of any class
he is entitled, without charge, to another certificate for the
additional SHARES.
21.4 If a SHAREHOLDER transfers part of his SHARES covered by a certificate,
he is entitled, free of charge, to a new certificate for the balance if
the balance is also held in CERTIFICATED FORM. The old certificate will
be cancelled.
21.5 The COMPANY does not have to issue more than one certificate for any
SHARE in CERTIFICATED FORM, even if that SHARE is held jointly.
21.6 When the COMPANY delivers a certificate to one joint holder of SHARES
in CERTIFICATED FORM, this is treated as delivery to all of the joint
SHAREHOLDERS.
21.7 If requested in writing to do so, the COMPANY can deliver a certificate
to a broker or agent who is acting for a person who is buying SHARES in
CERTIFICATED FORM, or who is having SHARES transferred to him in
CERTIFICATED FORM.
21.8 The directors can decide how share certificates are made effective. For
example, they can be:
- signed by two directors or one director and the SECRETARY;
- sealed with the COMMON SEAL or the SECURITIES SEAL (or in the
case of SHARES on a branch REGISTER, an official seal for use
in the relevant territory); or
- printed, in any way, with a copy of the signature of those
directors and the SECRETARY. The copy can be made or produced
mechanically, electronically or in any other way the directors
approve.
21.9 A share certificate must state the number and class of SHARES to which
it relates and the amount PAID-UP on those SHARES. It cannot be for
SHARES of more than one class.
21.10 If all the issued SHARES of the COMPANY, or a particular class of
SHARES, are fully PAID UP and rank equally with each other for all
purposes, none of those SHARES will (unless the directors pass a
resolution to the contrary) have a distinguishing number as long as it
remains fully PAID UP and ranks equally for all purposes with all the
SHARES of the same class which are issued and fully PAID UP.
21.11 The time limit for the COMPANY to prepare a share certificate for
SHARES in CERTIFICATED FORM is:
- one month after the allotment of a new SHARE;
- five WORKING DAYS after a valid transfer of fully-paid SHARES
is presented for registration; or
- two months after a valid transfer of partly-paid SHARES is
presented for registration.
21.12 Article 21.11 only applies to the extent that the terms of issue of
SHARES do not provide otherwise.
21.13 Share certificates will also be prepared and sent earlier where either
the LONDON STOCK EXCHANGE or the UK LISTING AUTHORITY requires it.
22 REPLACEMENT SHARE CERTIFICATES
22.1 If a SHAREHOLDER has four or more share certificates for SHARES of the
same class which are in CERTIFICATED FORM, he can ask the COMPANY for
these to be cancelled and replaced by a single new certificate. The
COMPANY must comply with this request, without making a charge for
doing so.
22.2 A SHAREHOLDER can ask the COMPANY to cancel and replace a single share
certificate with two or more certificates, for the same total number of
SHARES. The COMPANY, upon the payment by the SHAREHOLDER of a
reasonable sum determined by the directors, must comply with this
request.
22.3 A SHAREHOLDER can ask the COMPANY for a new certificate if the original
is:
- damaged or defaced; or
- lost, stolen, or destroyed.
22.4 If a certificate has been damaged or defaced, the COMPANY can require
satisfactory evidence and for the certificate to be delivered to it
before issuing a replacement. If a certificate is lost, stolen or
destroyed, the COMPANY can require satisfactory evidence, together with
an indemnity, before issuing a replacement. In each case the directors
can impose such other terms as they think fit.
22.5 The directors can require the SHAREHOLDER to pay the COMPANY'S
exceptional out-of-pocket expenses for issuing any share certificates
under Article 22.3.
22.6 Any one joint SHAREHOLDER can request replacement certificates under
this Article.
CALLS ON SHARES
23 THE DIRECTORS CAN MAKE CALLS ON SHARES
The directors can call on SHAREHOLDERS to pay any money which has not
yet been paid to the COMPANY for their SHARES. This includes both the
nominal value of the SHARES and any premium which may be payable. If
the TERMS OF ISSUE of the SHARES allow this, the directors can:
- make calls as often, and whenever, they think fit;
- decide when and where the money is to be paid;
- decide that the money can be paid by instalments; or
- wholly or partly revoke or postpone any call.
A call is treated as having been made as soon as the directors pass a
resolution authorising it.
24 THE LIABILITY FOR CALLS
24.1 A SHAREHOLDER who has received at least 14 days' notice giving details
of the amount called, the time (or times) and place for payment must
pay the call as required by the notice. Joint SHAREHOLDERS are liable
jointly and severally to pay any money called for in respect of their
SHARES.
24.2 A SHAREHOLDER due to pay the amount called shall still have to pay the
call even if, after the call was made, he transfers the SHARES to which
the call related.
25 INTEREST AND EXPENSES ON UNPAID CALLS
If a call is made and the money due remains unpaid, the SHAREHOLDER is
liable to pay interest on the money and any expenses incurred by the
COMPANY because of his failure to pay the call on time. The interest
will run from the day the money is due until it has actually been paid.
The yearly interest rate will be a reasonable rate fixed by the
directors (or, where they do not fix a reasonable rate, 10 per cent).
The directors can decide not to charge any or all of such expenses and
interest.
26 SUMS WHICH ARE PAYABLE WHEN A SHARE IS ALLOTTED ARE TREATED AS A CALL
If the TERMS OF A SHARE require any money to be paid at the time the
SHARE is allotted, or at any fixed date (whether in relation to the
nominal value of the SHARES or any premium which may apply), then the
liability to pay the money will be treated in the same way as a
liability for a valid call for money on SHARES which is due on the same
date. If this money is not paid, everything in the Articles relating to
non-payment of calls applies. This includes ARTICLES which allow the
COMPANY to forfeit or sell SHARES and to claim interest.
27 CALLS CAN BE FOR DIFFERENT AMOUNTS
On an issue of SHARES, if the TERMS OF SUCH SHARES allow, the directors
can decide that allottees or the subsequent holders of such SHARES can
be called on to pay different amounts, or that they can be called on at
different times.
28 PAYING CALLS EARLY
28.1 The directors can accept payment in advance of some or all of the money
due from a SHAREHOLDER before he is called on to pay the money. The
directors can agree to pay interest on money paid in advance until it
would otherwise be due to the COMPANY at a rate (up to a maximum yearly
interest rate of 10 per cent) agreed between the directors and the
SHAREHOLDER.
28.2 The money which is paid in advance in this way shall not be included in
calculating the dividend payable on the SHARES in respect of which the
money paid in advance has been paid.
FORFEITING SHARES
29 NOTICE FOLLOWING NON-PAYMENT OF A CALL
Articles 29 to 39 apply if a SHAREHOLDER fails to pay the whole amount
of a call, or an