<PAGE>
Registered No. 4031152 Exhibit 3(i)
THE COMPANIES ACTS
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
NEW NATIONAL GRID plc
CMS CAMERON MCKENNA
MITRE HOUSE
160 ALDERSGATE STREET
LONDON EC1A 4DD
T +44(0)207 367 3000
F +44(0)207 367 2000
<PAGE>
Registered No. 4031152
THE COMPANIES ACTS
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
NEW NATIONAL GRID plc
1. (1)The Company's name is "New National Grid plc".
2. (2)The Company is to be a public company.
3. The Company's registered office is to be situated in England and
Wales.
4. The objects for which the Company is established are:-
4.1 to carry on the business of a holding company and to acquire by
purchase, exchange, subscription or otherwise and to hold the whole
or any part of the shares, stocks, debentures and other securities
and interests of and in any corporations, companies, associations or
firms for the time being engaged, concerned or interested in any
industry, trade or business and to promote the beneficial
co-operation of any such corporations, companies, associations or
firms as well with one another as with the Company and to exercise in
respect of such investments and holdings all the rights, powers and
privileges of ownership including the right to vote thereon;
4.2 to employ the funds of the Company in the development and expansion
of the business of the Company and all or any of its subsidiary or
associated companies and in any other company whether now existing or
hereafter to be formed and engaged in any like business of the
Company or any of its subsidiary or associated companies or in any
other industry ancillary thereto or in any business which can
conveniently be carried on in connection therewith;
4.3 to co-ordinate the administration, policies, management, supervising,
control, research, development, planning, manufacture, trading and
any and all other activities of, and to act as financial advisers and
consultants to, any company or companies or group of companies now or
hereafter formed or incorporated or acquired which may be or may
become related or associated in any way with the
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(1) The Company's name was changed from New National Grid Limited by a special
resolution passed on 28 November 2000.
(2) The Company was re-registered as a public limited company pursuant to a
special resolution passed on 28 November 2000.
<PAGE>
Company or with any company related or associated therewith and
either without remuneration or on such terms as to remuneration as
may be agreed;
4.4 to advance and lend money with or without security and to guarantee
the performance of the contracts or obligations or the repayment of
capital, principal, dividends, interest or premiums payable on any
stock, shares, securities or debentures of, or other investments in,
any company or person and in particular (but without limiting the
generality of the foregoing) of any company which is for the time
being the Company's holding company (as defined by section 736
Companies Act 1985) or another subsidiary (as defined by that
section) of the Company's holding company and to give all kinds of
indemnities;
4.5 to organise, incorporate, reorganise, finance, aid and assist,
financially or otherwise, companies, corporations, syndicates,
partnerships, associations and firms of all kinds and to underwrite
or guarantee the subscription of, shares, stocks, debentures,
debenture stock, bonds, loans, obligations, securities or notes of
any kind, and to make and carry into effect arrangements for the
issue, underwriting, resale, exchange or distribution thereof;
4.6 to carry on the business of land and property developers of every and
any description and to acquire by purchase, lease, concession, grant,
licence or otherwise such lands, buildings, leases, underleases,
rights, privileges, stocks, shares and debentures in public or
private companies, corporate or unincorporate, policies of insurance
and other such property as the Company may deem fit and shall acquire
the same for the purposes of investment and development and with a
view to receiving the income therefrom; and to enter into any
contracts and other arrangements of all kinds with persons having
dealings with the Company on such terms and for such periods of time
as the Company may from time to time determine, on a commission or
fee basis or otherwise, and to carry on any other trade or business,
whatever, of a like and similar nature;
4.7 to carry on all kinds of promotion business and, in particular, to
form, constitute, float, lend money to, assist, manage and control
any companies, associations or undertakings whatsoever and to market,
advertise or promote goods, services, material (tangible or
intangible) or any other thing whatsoever;
4.8 to vary the investments and holdings of the Company as may from time
to time be deemed desirable;
4.9 to act as trustee of any kind including trustee of any deeds
constituting or securing any debentures, debenture stock or other
securities or obligations and to undertake and execute any trust or
trust business (including the business of acting as trustee under
wills and settlements), and to do anything that may be necessary or
assist in the obtaining of any benefit under the estate of an
individual, and also to undertake the office of executor,
administrator, secretary, treasurer or registrar or to become manager
of any business, and to keep any register or undertake any
registration duties, whether in relation to securities or otherwise;
4.10 to provide technical, cultural, artistic, educational, entertainment
or business material, facilities, information or services and to
carry on any business involving any such provision;
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4.11 to carry on the business of commission agents, factors, general
merchants and dealers in every description of goods, exporters and
importers, concessionaires, wholesale and retail traders, carriers,
warehousemen, designers, advertising contractors or agents, or
trustees, brokers or agents for any company;
4.12 to manufacture, develop, process, refine, repair, purchase, sell,
export, import, deal in or let on hire all kinds of goods,
substances, articles, services and material (tangible or intangible)
of any kind which may be advantageous to the Company or which any of
the customers or other companies having dealings with the Company may
from time to time require;
4.13 to provide services of any kind including the carrying on of
advisory, consultancy, brokerage and agency business of any kind;
4.14 to acquire and carry on any business carried on by a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company;
4.15 to enter into any arrangements with any government or authority or
person and to obtain from any such government or authority or person
any legislation, orders, rights, privileges, franchises and
concessions and to carry out, exercise and comply with the same;
4.16 to purchase, take on lease or in exchange, hire, renew, or otherwise
acquire and hold for any estate or interest, and to sell, let, grant
licences, easements, options and other rights over or otherwise deal
with or dispose of, in whole or in part, any lands, buildings,
machinery, rights, stock-in-trade, business concerns, choses in
action, and any other real and personal property of any kind
including all of the assets of the Company and to perform any
services or render any consideration and to construct, equip, alter
and maintain any buildings, works and machinery necessary or
convenient for the Company's business and in each case for any
consideration (including in particular but without detracting from
the generality of the foregoing for any securities or for a share of
profit or a royalty or other periodical or deferred payment);
4.17 to enter into partnership or any other arrangement for sharing
profits or joint venture or co-operation with any company carrying
on, engaged in or about to carry on or engage in any business or
transaction capable of being conducted so as directly or indirectly
to benefit the Company, and to subsidise or otherwise assist any such
company;
4.18 to invest money of the Company (or any of its subsidiaries) in any
investments and to hold, sell or otherwise deal with investments or
currencies or other financial assets and to carry on the business of
an investment company;
4.19 to lend or advance money or otherwise give credit or provide
financial accommodation to any company with or without security and
to deposit money with any company and to carry on the business of a
banking, finance or insurance company;
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4.20 for any reason whatsoever to mortgage, charge, pledge or otherwise
secure, either with or without the Company receiving any
consideration or advantage, all or any part of the undertaking,
property, assets, rights and revenues present and future and uncalled
capital of the Company and to guarantee, indemnify or otherwise
support or secure, either with or without the Company receiving any
consideration or advantage and whether by personal covenant or by
mortgaging, charging, pledging or otherwise securing all or any part
of the undertaking, property, assets, rights and revenues present and
future and uncalled capital of the Company or by any or all such
methods or by any other means whatsoever, the liabilities and
obligations of any person, firm or company including but not limited
to any company which is for the time being the holding company or a
subsidiary undertaking (both as defined in the Companies Act 1985 as
amended) of the Company or of the Company's holding company as so
defined;
4.21 to borrow and raise money and accept money on deposit and to secure
or discharge any debt or obligation of or binding on the Company or
any other company and in particular by mortgaging or charging all or
any part of the undertaking, property and assets (present or future)
and the uncalled capital of the Company, or by the creation and
issue, on such terms as may be thought expedient, of securities of
any description;
4.22 to undertake interest rate and currency swaps, options, swap option
contracts, forward exchange contracts, forward rate agreements,
futures contracts or other financial instruments including hedging
agreements and derivatives of any kind and all or any of which may be
on a fixed and/or floating rate basis and/or in respect of Sterling,
any other currencies, basket of currencies including but not limited
to European Currency Units (as the same may from time to time be
designated or constituted) or commodities of any kind and in the case
of such swaps, options, swap option contracts, forward exchange
contracts, forward rate agreements, futures contracts or other
financial instruments including hedging agreements and derivatives of
any kind that may be undertaken by the Company on a speculative basis
or otherwise;
4.23 to undertake any transaction which is a rate swap transaction, basis
swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to
any of these transactions) or combination of these transactions and
whether for the purposes of risk management, on a speculative basis
or otherwise;
4.24 to draw, make, accept, indorse, discount, execute, issue, negotiate
and deal in promissory notes, bills of exchange, shipping documents
and other instruments and securities (whether negotiable,
transferable or otherwise) and to buy, sell and deal in foreign
currencies;
4.25 to buy, sell, export, manufacture and deal in all kinds of goods,
stores and equipment whether in connection with any of the above
activities or otherwise and to act as agents for all purposes;
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4.26 to apply for, purchase or otherwise acquire any patents, licences,
concessions, privileges and like rights, conferring a non-exclusive
or exclusive or limited right to use, or any secret or other
information as to any invention which is capable of being used for
any of the purposes of the Company, or the acquisition of which may
seem calculated directly or indirectly to benefit the Company and to
use, exercise, develop, grant licences in respect of, or otherwise
turn to account, the rights and information so acquired;
4.27 to apply for and take out, purchase or otherwise acquire, sell,
licence, transfer, deal or trade in any way in trade marks and names,
service marks and names, designs, patents, patent rights, inventions,
secret processes, know-how and information and any form of
intellectual property and to carry on the business of an inventor,
designer or research organisation;
4.28 to sell, improve, manage, develop, lease, mortgage, let, charge,
dispose of, turn to account, or otherwise deal with all or any part
of the undertaking or property or rights of the Company, and to sell
the undertaking of the Company, or any part thereof for such
consideration as the Company may think fit, and in particular for
cash, shares, debentures or debenture stock or other obligations,
whether fully paid or otherwise, of any other company;
4.29 to issue and allot securities of the Company for cash or in payment
or part payment for any real or personal property purchased or
otherwise acquired by the Company or any services rendered to the
Company or as security for any obligation or amount (even if less
than the nominal amount of such securities) or for any other purpose;
4.30 to give any remuneration or other compensation or reward for services
rendered or to be rendered in placing or procuring subscriptions of,
or otherwise assisting in the issue of, any securities of the Company
or in or about the formation of the Company or the conduct or course
of its business, and to establish or promote, or concur or
participate in establishing or promoting, any company, fund or trust
and to subscribe for, underwrite, purchase or otherwise acquire
securities of any company, fund or trust and to carry on the business
of company, fund, trust or business promoters or managers and of
underwriters or dealers in securities, and to act as director of, and
as secretary, manager, registrar or transfer agent for, any other
company;
4.31 to grant or procure the grant of donations, gratuities, pensions,
annuities, allowances, or other benefits, including benefits on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time
is or was a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of any
of them, and to the relations, connections or dependants of any such
persons, and to other persons whose service or services have directly
or indirectly been of benefit to the Company or whom the board of
directors of the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and to
establish or support any funds, trusts, insurances or schemes
(including in particular but without detracting from the generality
of the
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foregoing any trust or scheme relating to the grant of any option
over, or other interest in, any share in the capital of the Company
or of any other company, or in any debenture or security of any
corporation or company, including the Company) or any associations,
institutions, clubs or schools, or to do any other thing likely to
benefit any such persons or otherwise to advance the interests of
such persons or the Company or its members, and to subscribe,
guarantee or pay money for any purpose likely, directly or
indirectly, to further the interests of such persons or the Company
or its members or for any national, charitable, benevolent,
educational, social, public, general or useful object;
4.32 to promote or assist in promoting any company or companies in any
part of the world and to subscribe shares therein or other securities
thereof for the purpose of carrying on any business which the Company
is authorised to carry on, or for any other purpose which may seem
directly or indirectly calculated to benefit the Company;
4.33 to amalgamate with any other company in any manner whatsoever
(whether with or without a liquidation of the Company);
4.34 to procure the Company to be registered or recognised in any country
or place in any part of the world;
4.35 to cease carrying on or wind-up any business or activity of the
Company, and to cancel any registration of and to wind-up or procure
the dissolution of the Company in any state or territory;
4.36 to compensate for loss of office any directors or other officers of
the Company and to make payments to any persons whose office,
employment or duties may be terminated by virtue of any transaction
in which the Company is engaged;
4.37 to pay out of the funds of the Company the costs, charges and
expenses of and incidental to the formation and registration of the
Company, and any company promoted by the Company, and the issue of
the capital of the Company and any such other company and of and
incidental to the negotiations between the promoters preliminary to
the formation of the Company, and also all costs and expenses of and
incidental to the acquisition by the Company of any property or
assets and of and incidental to the accomplishment of all or any
formalities which the Company may think necessary or proper in
connection with any of the matters aforesaid;
4.38 to effect insurances against losses, damages, risks and liabilities
of all kinds which may affect the Company or any subsidiary of it or
company associated with it or in which it is or may be interested;
4.39 to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, officers, 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 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
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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 powers and/or otherwise in relation to their
duties, powers or offices 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 purposes
of this clause "holding company" and "subsidiary undertaking" shall
have the same meanings as in the Companies Act 1985 (as amended);
4.40 to act as directors or managers of or to appoint directors or
managers of any subsidiary company or of any other company in which
the Company is or may be interested;
4.41 to contribute by donation, subscription, guarantee or otherwise to
any public, general, charitable, political or useful object
whatsoever;
4.42 to distribute among the members in cash, specie or kind any property
of the Company, or any proceeds of sale or disposal of any property
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;
4.43 to do all or any of the above things in any part of the world, and
either as principals, agents, trustees, contractors or otherwise and
either alone or in conjunction with others, and either by or through
agents, sub-contractors, trustees, subsidiaries or otherwise;
4.44 to carry on any other activity and do anything of any nature which in
the opinion of the board of directors of the Company is or may be
capable of being conveniently carried on or done by the Company in
connection with the above, or may seem to the Company calculated
directly or indirectly to enhance the value of or render more
profitable all or any part of the Company's undertaking, property or
assets or otherwise to advance the interests of the Company or any of
its members; and
4.45 to do all such things as in the opinion of the board of directors of
the Company are or may be incidental or conducive to the above
objects or any of them.
And it is hereby declared that for the purposes of this clause:-
(a) the word "company" shall (except where referring to this
Company) be deemed to include any person or partnership or
other body of persons, whether incorporated or not
incorporated, and whether formed, incorporated, resident or
domiciled in the United Kingdom or elsewhere;
(b) "associated companies" shall mean any two or more companies
if one has control of the other or others, or any person
has control of both or all of them;
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(c) "securities" shall include any fully, partly or nil paid or
no par value share, stock, unit, debenture or loan stock,
deposit receipt, bill, note, warrant, coupon, right to
subscribe or convert, or similar right or obligation;
(d) "and" and "or" shall mean "and/or";
(e) "other" and "otherwise" shall not be construed ejusdem
generis where a wider construction is possible; and
(f) the objects specified in each paragraph of this clause
shall, except if at all where otherwise expressed, 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
or the nature of any business carried on by the Company or
the order in which such objects are stated, but may be
carried out in as full and ample a manner and shall be
construed in as wide a sense as if each of the said
paragraphs defined the objects of a separate, distinct and
independent company.
5. The liability of the members is limited.
6. (3)The share capital of the Company is L100 divided into 100
shares of L1 each.
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(3) On 28 November 2000, the one issued and each authorised but unissued
ordinary share of L1 each was sub-divided into 10 ordinary shares of 10p
each and the authorised share capital of the Company increased to
L250,000,000 by the creation of 2,499,999,000 new ordinary shares of 10p
each.
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The person whose name and address is subscribed wishes to form a Company
pursuant to this Memorandum of Association, and agrees to take the number of
shares in the capital of the Company set opposite its name.
--------------------------------------------------------------------------------
NAME, ADDRESS AND NUMBER OF SHARES TAKEN BY SUBSCRIBER
--------------------------------------------------------------------------------
One
Mitre House Nominees Limited
Mitre House
160 Aldersgate Street
London EC1A 4DD
--------------------------------------------------------------------------------
Dated this 11th day of August 2000.
Witness to the above signature:
Andrew Boden
Mitre House
160 Aldersgate Street
London EC1A 4DD
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Registered No. 4031152
THE COMPANIES ACTS
PUBLIC COMPANY LIMITED BY SHARES
FORM OF
ARTICLES OF ASSOCIATION
OF
NEW NATIONAL GRID PLC
(to be renamed National Grid Group plc)
(Adopted by a special resolution
passed on 2001 which became unconditional on 2001)
Incorporated on 11 July 2000
CMS Cameron McKenna
Mitre House
160 Aldersgate Street
London EC1A 4DD
Telephone: 020 7367 3000
Fax: 020 7367 2000
File Ref: IAS/037459.00578
Doc Ref: (51756930.04)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
DEFINITIONS AND INTERPRETATION.......................................................................1
1. Definitions and interpretation....................................................................1
2. Table A excluded..................................................................................4
3. Form of resolutions...............................................................................4
SHARE CAPITAL.................................................................................5
4. Share capital.....................................................................................5
5. Rights attached to shares.........................................................................5
6. Redeemable shares.................................................................................5
7. Unissued shares...................................................................................5
8. Payment of commissions............................................................................5
9. Trusts not recognised.............................................................................5
10. Variation of rights..............................................................................6
11. Matters not constituting a variation of rights...................................................6
CERTIFICATES..................................................................................6
12. Right to certificates............................................................................6
13. Execution of certificates........................................................................7
14. Replacement certificates.........................................................................7
15. Uncertificated securities........................................................................7
LIEN..........................................................................................8
16. Company's lien...................................................................................8
17. Enforcing lien by sale after notice..............................................................8
18. Manner of sale...................................................................................8
19. Application of sale proceeds.....................................................................9
CALLS ON SHARES...............................................................................9
20. Calls............................................................................................9
21. Time of call.....................................................................................9
22. Liability of joint holders.......................................................................9
23. Interest........................................................................................10
24. Sums due on allotment or by way of instalment treated as calls..................................10
25. Power to differentiate..........................................................................10
26. Advance payment of calls........................................................................10
FORFEITURE OF SHARES.........................................................................10
27. Notice if call not paid.........................................................................10
28. Forfeiture if notice not complied with..........................................................11
29. Notice of forfeiture............................................................................11
30. Sale of forfeited share.........................................................................11
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31. Arrears to be paid notwithstanding forfeiture...................................................11
32. Statutory declaration and validity of sale......................................................12
UNTRACED SHAREHOLDERS........................................................................12
33. Power to sell shares of untraced shareholders...................................................12
34. Manner of sale and creation of debt in respect of net proceeds..................................12
TRANSFER OF SHARES...........................................................................13
35. Form and execution of transfer..................................................................13
36. Right to refuse registration of partly paid share...............................................14
37. Other rights to refuse registration.............................................................14
38. Notice of refusal...............................................................................14
39. Suspension of registration......................................................................14
40. No fee for registration.........................................................................15
41. Retention of documents..........................................................................15
42. Other Registers.................................................................................15
TRANSMISSION OF SHARES.......................................................................15
43. Transmission on death...........................................................................15
44. Election by person entitled by transmission.....................................................15
45. Rights in respect of the share..................................................................16
ALTERATION OF CAPITAL........................................................................16
46. Increase, consolidation, sub-division and cancellation..........................................16
47. Fractions.......................................................................................16
48. Reduction of capital............................................................................17
STOCK........................................................................................17
49. Conversion of shares into stock.................................................................17
50. Transfer of stock...............................................................................17
51. Rights attaching to stock.......................................................................17
52. Articles applicable to stock....................................................................17
PURCHASE OF OWN SHARES.......................................................................18
53. Purchase of own shares..........................................................................18
SPECIAL PROVISIONS RELATING TO SHARES........................................................18
54. The Special Share...............................................................................18
55. Disclosure of Interests.........................................................................20
56. Limitations on Shareholdings....................................................................22
57. Obligations relating to the Transmission Licence Holder.........................................29
GENERAL MEETINGS.............................................................................30
58. Annual general meetings.........................................................................30
59. Extraordinary general meetings..................................................................30
60. Convening an extraordinary general meeting......................................................30
SEPARATE GENERAL MEETINGS....................................................................30
61. Separate general meetings.......................................................................30
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NOTICE OF GENERAL MEETINGS...................................................................31
62. Length of notice period.........................................................................31
63. Contents of notices.............................................................................31
64. Omission or non-receipt of notice...............................................................31
65. Change of date, time or place of meeting........................................................32
PROCEEDINGS AT GENERAL MEETINGS..............................................................32
66. Quorum..........................................................................................32
67. Procedure if quorum not present.................................................................32
68. Chairman of general meeting.....................................................................32
69. Directors' right to attend and speak............................................................33
70. Meeting at more than one place and/or in a series of rooms......................................33
71. Security arrangements...........................................................................33
72. Adjournments....................................................................................34
73. Notice of adjourned meeting.....................................................................34
VOTES OF MEMBERS.............................................................................34
74. Method of voting................................................................................34
75. Votes of members................................................................................35
76. Votes of joint holders..........................................................................35
77. Corporations acting by representatives..........................................................35
78. Votes of member suffering incapacity............................................................36
79. No right to vote where sums overdue on shares...................................................36
80. Votes on a poll.................................................................................36
81. Right to withdraw demand for a poll.............................................................36
82. Procedure if poll demanded......................................................................36
83. When poll to be taken...........................................................................37
84. Continuance of other business after poll demanded...............................................37
85. Chairman's casting vote.........................................................................37
86. Proposal or amendment of resolution.............................................................37
87. Amendment of resolution ruled out of order......................................................37
88. Objections or errors in voting..................................................................38
PROXIES......................................................................................38
89. Execution of an instrument of proxy.............................................................38
90. Times for deposit of an instrument of proxy.....................................................38
91. Form of proxy...................................................................................39
92. Validity of proxy...............................................................................39
93. Maximum validity of proxy.......................................................................40
DIRECTORS....................................................................................40
94. Number of Directors.............................................................................40
95. No shareholding qualification for Directors.....................................................40
REMUNERATION OF DIRECTORS....................................................................40
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96. Ordinary remuneration...........................................................................40
97. Expenses........................................................................................40
98. Extra remuneration..............................................................................40
ALTERNATE DIRECTORS..........................................................................41
99. Appointment, removal and resignation............................................................41
100. Alternate to be responsible for his own acts and remuneration of alternate.....................42
EXECUTIVE DIRECTORS..........................................................................42
101. Executive Directors............................................................................42
POWERS AND DUTIES OF DIRECTORS...............................................................42
102. General powers of the Company vested in the Board..............................................42
DELEGATION OF DIRECTORS' POWERS..............................................................43
103. Agents.........................................................................................43
104. Delegation to individual Directors.............................................................43
105. Delegation to committees.......................................................................43
106. Power to establish local boards etc............................................................44
SPECIFIC POWERS..............................................................................45
107. Provision for employees........................................................................45
108. Borrowing Powers...............................................................................45
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS.............................................50
109. Number to retire by rotation...................................................................50
110. Position of Retiring Director..................................................................50
111. Eligibility for appointment as a Director......................................................50
112. Power of the Company to appoint Directors......................................................51
113. Power of the Board to appoint Directors........................................................51
114. Company's power to remove a Director and appoint another in his place..........................51
115. Vacation of office by Directors................................................................51
116. Director not to retire on account of age.......................................................52
DIRECTORS' INTERESTS.........................................................................52
117. Contracts between a Director and the Company or a company in which the Company is interested...52
DIRECTORS' GRATUITIES AND PENSIONS...........................................................56
118. Directors' gratuities and pensions.............................................................56
PROCEEDINGS OF THE BOARD.....................................................................56
119. Board meetings.................................................................................56
120. Notice of Board meetings.......................................................................56
121. Voting.........................................................................................56
122. Quorum.........................................................................................57
123. Number of Directors below minimum number.......................................................57
124. Appointment of chairman........................................................................57
125. Competence of the Board........................................................................57
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126. Participation in meetings by telephone.........................................................57
127. Written resolutions............................................................................58
128. Company books..................................................................................58
129. Validity of acts of the Board or a committee...................................................58
SECRETARY....................................................................................58
130. Appointment and removal of Company Secretary...................................................58
THE SEAL.....................................................................................59
131. Use of seal....................................................................................59
132. Execution as a deed without sealing............................................................59
133. Official seal..................................................................................59
DIVIDENDS....................................................................................59
134. Company may declare dividends..................................................................59
135. Board may pay interim dividends and fixed dividends............................................59
136. Calculation and currency of dividends..........................................................60
137. Waiver of dividends............................................................................60
138. Non-cash dividends.............................................................................60
139. Scrip dividends................................................................................61
140. Enhanced scrip dividends.......................................................................62
141. Right to deduct amounts due on shares from dividends...........................................63
142. No interest on dividends.......................................................................63
143. Payment procedure..............................................................................63
144. Receipt by joint holders.......................................................................64
145. Where payment of dividends need not be made....................................................64
146. Unclaimed dividends............................................................................64
CAPITALISATION OF PROFITS....................................................................65
147. Capitalisation of profits......................................................................65
AUTHENTICATION OF DOCUMENTS..................................................................66
148. Authentication of documents....................................................................66
RECORD DATES.................................................................................66
149. Power to choose record date....................................................................66
ACCOUNTS AND OTHER RECORDS...................................................................66
150. Records to be kept.............................................................................66
151. Copy of accounts to be sent to members.........................................................66
152. Inspection of records..........................................................................67
153. Destruction of documents.......................................................................67
NOTICES......................................................................................68
154. Notices must be in writing.....................................................................68
155. Service of notice..............................................................................68
156. When notice deemed served......................................................................69
157. Service of notice on person entitled by transmission...........................................69
-v-
<PAGE>
158. Record date for service........................................................................69
159. Loss of entitlement to receive notices.........................................................70
160. Notice when post not available.................................................................70
WINDING-UP...................................................................................70
161. Distribution in kind...........................................................................70
162. Power of sale..................................................................................71
INDEMNITY....................................................................................71
163. Officer's indemnity............................................................................71
164. Power to insure................................................................................71
</TABLE>
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<PAGE>
Registered No. 4031152
THE COMPANIES ACTS
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
NEW NATIONAL GRID PLC
(to be renamed National Grid Group plc)
(Adopted in substitution for and to the exclusion of all existing
articles of association by a special resolution passed on 2001
which became unconditional on 2001)
DEFINITIONS AND INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
1.1 In these Articles, the following words and expressions have the
meanings set opposite them:
"ACT": the Companies Act 1985
"AFFILIATE": in respect of any company, means every associated
company, subsidiary, subsidiary undertaking, holding company or
associated company, subsidiary or subsidiary undertaking of a holding
company, of such company
"THESE ARTICLES": these articles of association as originally
adopted or as altered from time to time
"ASSOCIATED COMPANY": an undertaking in which a company has a
participating interest (as defined in section 260 of the Act) which
is not a subsidiary of such company
"AUDITORS": the auditors of the Company for the time being or, in
the case of joint auditors, any one of them
"BOARD": the board of Directors from time to time of the Company or
those Directors present at a duly convened meeting of the Directors
at which a quorum is present
"BUSINESS DAY": a day (excluding Saturdays, Sundays and public
holidays) on which banks are open for business in the City of London
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"CASH MEMORANDUM ACCOUNT": an account so designated by the Operator
of the relevant system concerned
"CLEAR DAYS": in relation to the period of a notice, that period
excluding the day when the notice is given or deemed to be given and
the day for which it is given or on which it is to take effect (and
"clear business days" shall be construed accordingly)
"DIRECTOR": a director for the time being of the Company
"ELECTRONIC MAIL": any electronic transmission in any form through
any medium (including, without limitation, publication on the
internet)
"HOLDER": in relation to shares, the member whose name is entered in
the Register as the holder of the shares
"LONDON STOCK EXCHANGE": London Stock Exchange plc
"MEMBER": a member of the Company
"NGG GROUP": the Company and each of its wholly owned subsidiaries
from time to time
"OFFICE": the registered office of the Company
"OPERATOR": CRESTCO Limited or such other person as may for the
time being be approved by Her Majesty's Treasury as Operator under
the Regulations
"PAID UP": paid up or credited as paid up
"PERSON ENTITLED BY TRANSMISSION": a person entitled to a share in
consequence of the death or bankruptcy of a member or of any other
event giving rise to its transmission by operation of law and whose
name is entered in the Register in respect of the share
"REC": any one of Eastern Group plc, East Midlands Electricity plc,
London Electricity plc, Manweb plc, Midlands Electricity plc,
Northern Electric plc, NORWEB plc, SEEBOARD plc, South Wales
Electricity plc, South Western Electricity plc, Southern Electric plc
and Yorkshire Electricity plc
"RECOGNISED CLEARING HOUSE": a recognised clearing house within the
meaning of the Financial Services Act 1986 acting in relation to a
recognised investment exchange
"RECOGNISED INVESTMENT EXCHANGE": a recognised investment exchange
within the meaning of the Financial Services Act 1986
"REGISTER": the register of members of the Company
"REGULATIONS": the Uncertificated Securities Regulations 1995
"RELEVANT SYSTEM": the computer-based system, and procedures, which
enable title to units of a security to be evidenced and transferred
without a written instrument, and which facilitate supplementary and
incidental matters in accordance with the Regulations
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<PAGE>
"RESTRICTED PERSON": any Pool Member (as such term is defined in the
Pooling and Settlement Agreement dated 30 March 1990 in the form in
force at the Introduction) or the holder of a licence under the
Electricity Act 1989, or, in either case, any Affiliate thereof or
the trustees (acting in that capacity) of any trust established by
such person or Affiliate thereof
"RETAINING REC GROUP": any REC, together with all its subsidiaries,
any ultimate holding company of that REC and all other subsidiaries
of that holding company, except any such company which is a Permitted
Person (as defined in Article 56.2.6 below) which together have an
interest in shares in the Company which in aggregate carry the right
to cast 1 per cent. or more of the total votes attaching to the
Relevant Share Capital (as defined in Article 56.2.8 below) of all
classes (taken as a whole) and capable of being cast on a poll
"SEAL": the common seal of the Company or any official seal kept by
the Company pursuant to the Statutes
"SECRETARY": the secretary of the Company or any other person
appointed to perform the duties of the secretary of the Company,
including a joint, assistant or deputy secretary and any person
appointed to perform the duties of secretary temporarily or in any
particular case
"SPECIAL SHARE": the one special rights redeemable preference share
of (pound)1
"SPECIAL SHAREHOLDER": the holder of the Special Share
"STATUTES": every statute (including any statutory instrument,
order, regulation or subordinate legislation made under it) for
the time being in force concerning companies and affecting the
Company, including the Regulations
"SYSTEM'S RULES": the rules, regulations, procedures, facilities
and requirements of the relevant system concerned
"TRANSFER INSTRUCTION": a properly authenticated dematerialised
instruction on a relevant system in accordance with the Regulations
in such form, in such manner and from such person as the Directors
may determine
"TRANSMISSION LICENCE": the licence to transmit electricity for the
purpose of enabling a supply to be given to any premises or enabling
a supply to be so given in England (other than the Scilly Isles) and
Wales, which was granted to The National Grid Company plc on 26 March
1990 pursuant to section 6(1)(b) of the Electricity Act 1989, as
amended from time to time, or any licence which succeeds or replaces
all or part of such licence
"TRANSMISSION LICENCE HOLDER": the holder from time to time of the
Transmission Licence (at the date of adoption of these Articles being
The National Grid Company plc)
"UK LISTING AUTHORITY": the Financial Services Authority acting in
its capacity as the competent authority for the purposes of Part IV
of the Financial Services Act 1986 and in the exercise of its
functions in respect of the admission to the Official List otherwise
than in accordance with Part IV of that Act
"UNITED KINGDOM": Great Britain and Northern Ireland
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<PAGE>
1.2 The expressions "DEBENTURE" and "DEBENTURE HOLDER" include "DEBENTURE
STOCK" and "DEBENTURE STOCKHOLDER".
References to writing include any method of reproducing or
representing words in a legible and non-transitory form.
References to a document being executed include references to its
being executed under hand or under seal or by any other method.
Unless the context otherwise requires, any words or expressions
defined in the Statutes bear the same meaning in these Articles (or
any part of these Articles) as the meaning in force at the date of
the adoption of these Articles (or that part), save that the word
"COMPANY" shall include any body corporate.
Except where the contrary is stated, a reference to a statute or a
statutory provision includes any amendment or re-enactment of it.
Words importing the singular number only include the plural and vice
versa. Words importing the masculine gender include the feminine and
neuter gender. Words importing persons include corporations.
References to a meeting shall not be taken as requiring more than one
person to be present if any quorum requirement can be satisfied by
one person.
References to any security as being in certificated form or
uncertificated form refer, respectively, to that security being a
certificated unit of a security or an uncertificated unit of a
security for the purposes of the Regulations.
Headings are inserted for convenience only and shall not affect the
construction of these Articles.
2. TABLE A EXCLUDED
None of the regulations contained in Table A in the Schedule to the
Companies (Tables A to F) Regulations 1985 or any other Statute shall
apply as regulations or articles of the Company.
3. FORM OF RESOLUTIONS
A special or extraordinary resolution shall be effective for any
purpose for which an ordinary resolution is expressed to be required
under the Statutes or these Articles and a special resolution shall
be effective for any purpose for which an extraordinary resolution is
expressed to be required.
4
<PAGE>
SHARE CAPITAL
4. SHARE CAPITAL
At the date of adoption of these Articles, the authorised share
capital of the Company is L250,000,001 divided into
2,500,000,000 ordinary shares of ten pence (10p) each and one special
rights redeemable preference share of L1.
5. RIGHTS ATTACHED TO SHARES
Subject to the Statutes and without prejudice to any rights attached
to any existing shares, any share may be issued with such rights or
restrictions as the Company may by ordinary resolution determine (or,
in the absence of any such determination or in so far as such
ordinary resolution does not make specific provision, as the Board
may determine).
6. REDEEMABLE SHARES
Subject to the Statutes and without prejudice to any rights attached
to any existing shares, shares may be issued which are to be redeemed
or which are liable to be redeemed at the option of the Company or of
the holder on such terms and in such manner as may be provided for by
these Articles.
7. UNISSUED SHARES
Subject to the Statutes and these Articles, the Board may offer,
allot, grant options over, or otherwise dispose of unissued shares or
rights to subscribe for, or to convert any security into, such shares
to such persons and on such terms as they think fit.
8. PAYMENT OF COMMISSIONS
The Company may exercise the powers of paying commissions and
brokerage conferred or permitted by the Statutes. Subject to the
Statutes, any such commission may be satisfied by the payment of cash
or by the allotment (or an option to call for the allotment) of fully
or partly paid shares or partly in one way and partly the other.
9. TRUSTS NOT RECOGNISED
Except as required by law, no person shall be recognised by the
Company as holding any share upon any trust and the Company shall not
be bound by or recognise (except as otherwise provided by these
Articles or by law or under an order of a court of competent
jurisdiction) any interest in any share except an absolute right to
the whole of the share in the holder.
5
<PAGE>
10. VARIATION OF RIGHTS
10.1 Subject to the Statutes, all or any of the rights attached to any
class may (unless otherwise provided by the terms of issue of the
shares of that class) be varied or abrogated with the written consent
of the holders of three-fourths in nominal value of the issued shares
of that class, or with the sanction of an extraordinary resolution
passed at a separate meeting of the holders of the shares of that
class. The provisions of the Statutes and of these Articles relating
to general meetings shall mutatis mutandis apply to any such separate
meeting and to any meeting of the holders of shares of a class held
otherwise than in connection with the variation or abrogation of the
rights attached to shares of that class, except that:
10.1.1 the necessary quorum shall be two persons between them
holding or representing by proxy not less than one-third in
nominal amount of the issued shares of that class or, at
any adjourned meeting of holders of shares of that class at
which such a quorum is not present, shall be any holder of
shares of that class who is present in person or by proxy
whatever the number of shares held by him;
10.1.2 any holder of shares of that class present in person or by
proxy may demand a poll; and
10.1.3 every holder of shares of that class shall on a poll have
one vote in respect of every share of that class held by
him.
10.2 The provisions of this Article shall apply to the variation or
abrogation of the special rights attached to some only of the shares
of any class (and to any meeting of the holders of such shares held
otherwise than in connection with the variation or abrogation of
those rights) as if each group of shares of the class differently
treated formed a separate class.
11. MATTERS NOT CONSTITUTING A VARIATION OF RIGHTS
The rights attached to any share or class of shares shall not, unless
otherwise expressly provided by its terms of issue, be deemed to be
varied, abrogated or breached by:
11.1.1 the creation or issue of further shares ranking pari passu
with it; or
11.1.2 the purchase or redemption by the Company of any of its own
shares (whether of that or any other class).
CERTIFICATES
12. RIGHT TO CERTIFICATES
12.1 Except as otherwise provided in these Articles, every person whose
name is entered in the Register as a holder of shares in the Company
shall be entitled, within the time specified by the Statutes and
without payment, to one certificate for all the shares of each class
registered in his name. Upon a transfer of part of the shares of any
class registered in his name, every holder
6
<PAGE>
shall be entitled without payment to one certificate for the balance
of his holding in certificated form. Upon request and upon payment,
for every certificate after the first, of such reasonable sum (if
any) as the Board may determine, every holder shall be entitled to
receive several certificates for shares in certificated form of one
class registered in his name (subject to surrender for cancellation
of any existing certificate representing such shares). Every holder
shall be entitled to receive one certificate in substitution for
several certificates for shares in certificated form of one class
registered in his name upon surrender to the Company of all the share
certificates representing such shares.
12.2 Subject as provided in the preceding part of this Article, the
Company shall not be bound to issue more than one certificate in
respect of certificated shares registered in the names of two or more
persons and delivery of a certificate to one joint holder shall be a
sufficient delivery to all of them.
13. EXECUTION OF CERTIFICATES
Every certificate for share or loan capital or other securities of
the Company (other than letters of allotment, scrip certificates or
similar documents) shall be issued under the Seal (or in such other
manner as the Board, having regard to the terms of issue, the
Statutes and the regulations of the UK Listing Authority, may
authorise) and each share certificate shall specify the shares to
which it relates, the distinguishing number (if any) of the shares
and the amount paid up on the shares. The Board may determine, either
generally or in relation to any particular case, that any signature
on any certificate need not be autographic but may be applied by some
mechanical or other means, or printed on the certificate, or that
certificates need not be signed.
14. REPLACEMENT CERTIFICATES
If a share certificate for certificated shares is worn out, defaced
or damaged then, upon its surrender to the Company, it shall be
replaced free of charge. If a share certificate for certificated
shares is or is alleged to have been lost or destroyed it may be
replaced without fee but on such terms (if any) as to evidence and
indemnity and to payment of any exceptional out-of-pocket expenses of
the Company in investigating such evidence and preparing such
indemnity as the Board thinks fit. The Company shall be entitled to
treat an application for a replacement certificate made by one of
joint holders as being made on behalf of all the holders concerned.
15. UNCERTIFICATED SECURITIES
15.1 Unless otherwise determined by the Board and permitted by the
Regulations, the Company shall not issue and no person shall be
entitled to receive a certificate in respect of any share or other
security issued by the Company for so long as it is in uncertificated
form.
15.2 Conversion of securities in certificated form into uncertificated
form, and vice versa, may be made in such manner as the Board may, in
its absolute discretion, think fit (subject always to the Statutes,
the Regulations and the facilities and requirements of the relevant
system).
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<PAGE>
15.3 All registers of holders relating to securities issued by the Company
will be maintained as required by the Regulations and by the rules of
the relevant system and will distinguish between securities held in
uncertificated form and securities held in certificated form. Unless
the Board shall otherwise determine, holdings of the same holder or
joint holders in certificated form shall be treated as separate from
the same person or persons' holdings in uncertificated form, but a
class of securities shall not be treated as two classes by virtue
only of the fact that it comprises securities in certificated form
and securities in uncertificated form (even if, as a result of any
provision of these Articles or the Regulations, securities are
treated differently according to whether they are in certificated or
uncertificated form).
15.4 No certificate will normally be issued in respect of securities held
by a recognised clearing house or a nominee of a recognised clearing
house or of a recognised investment exchange.
15.5 The provisions of these Articles shall not apply to shares of any
class which are in uncertificated form to the extent that such
Articles are inconsistent with:
15.5.1 the holding of shares of that class in uncertificated form;
15.5.2 the transfer of title to shares of that class by means of a
relevant system; or
15.5.3 any provision of the Regulations.
LIEN
16. COMPANY'S LIEN
The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all monies (whether presently payable
or not) called or payable at a fixed time in respect of that share.
The Company's lien on a share shall extend to any amount payable in
respect of it. The Board may at any time resolve that any share shall
be wholly or in part exempt from this Article.
17. ENFORCING LIEN BY SALE AFTER NOTICE
The Company may sell, in such manner as the Board determines, any
shares on which the Company has a lien if a sum in respect of which
the lien exists is presently payable and is not paid within 14 clear
days after a notice has been given to the holder of the share or the
person entitled by transmission to his share, demanding payment and
stating that if the notice is not complied with the shares will be
sold.
18. MANNER OF SALE
To give effect to a sale, the Board may authorise and instruct some
person (which may include the holder of shares concerned):
18.1.1 in the case of shares held in certificated form to execute
an instrument of transfer of
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the shares sold; and
18.1.2 in the case of shares held in uncertificated form, subject
to the system's rules, to send a transfer instruction,
and/or to take other steps as may be necessary, to give
effect to such a sale in accordance with the Regulations;
in each case to, or in accordance with the directions of, the
purchaser and a transfer of certificated shares in this way will be
valid even if in respect of any of the shares no certificate
accompanies the instrument of transfer. The transferee shall not be
bound to see to the application of the purchase money and his title
to the shares shall not be affected by any irregularity or invalidity
of the proceedings in reference to the sale.
19. APPLICATION OF SALE PROCEEDS
The net proceeds of the sale, after payment of the costs, shall be
applied in or towards payment of so much of the sum for which the
lien exists as is presently payable, and any residue shall (in the
case of shares held in certificated form, upon surrender to the
Company for cancellation of the certificate for the shares sold and
in the case of shares held in uncertificated form, within a
reasonable time following receipt by the Company of the net proceeds
of sale and subject in each such case to a like lien for any moneys
not presently payable as existed upon the shares before the sale) be
paid to the person entitled to the shares immediately before the
sale.
CALLS ON SHARES
20. CALLS
Subject to the terms of issue, the Board may from time to time make
calls upon the members in respect of any money unpaid on their shares
(whether in respect of the nominal amount or by way of premium). 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
as required by the notice the amount called on his shares. A call may
be made payable by instalments. A call may, at any time before
receipt by the Company of any sum due under the call, be revoked in
whole or in part and payment of a call may be postponed in whole or
in part, as the Board may determine. A person upon whom a call is
made shall remain liable for all calls made upon him notwithstanding
the subsequent transfer of the shares in respect of which the call
was made.
21. TIME OF CALL
A call shall be deemed to have been made at the time when the
resolution of the Board authorising the call was passed.
22. LIABILITY OF JOINT HOLDERS
The joint holders of a share shall be jointly and severally liable to
pay all calls in respect of the share.
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23. INTEREST
If a call remains unpaid after it has become due and payable, the
person from whom it is due and payable shall pay all costs, charges
and expenses that the Company may have incurred by reason of such
non-payment, together with interest on the amount unpaid from the day
it became due and payable until the day it is paid at the rate fixed
by the terms of issue of the share or in the notice of the call or,
if no rate is fixed, at the appropriate rate (as defined by the Act)
but the Board may waive payment of the interest wholly or in part.
24. SUMS DUE ON ALLOTMENT OR BY WAY OF INSTALMENT TREATED AS CALLS
An amount payable in respect of a share on allotment or at any fixed
date, whether in respect of the nominal amount of the share or by way
of premium or as an instalment of a call, shall be deemed to be a
call and, if it is not paid these Articles shall apply as if that
amount had become due and payable by virtue of a call.
25. POWER TO DIFFERENTIATE
Subject to the terms of issue, the Board may, on the issue of shares,
differentiate between the allottees or holders in the amount of calls
to be paid and the times of payment.
26. ADVANCE PAYMENT OF CALLS
The Board may, if it thinks fit, receive from any member willing to
advance them all or any part of the moneys unpaid and uncalled upon
the shares held by him and may pay interest upon the moneys so
advanced (to the extent such moneys exceed the amount of the calls
due and payable upon the shares in respect of which they have been
advanced) at such rate (not exceeding 15 per cent. per annum unless
the Company by ordinary resolution otherwise directs) as the Board
may determine. A payment in advance of calls shall extinguish, to the
extent of it, the liability upon the shares in respect of which it is
advanced.
FORFEITURE OF SHARES
27. NOTICE IF CALL NOT PAID
If a call or instalment of a call remains unpaid after it has become
due and payable, the Board may at any time serve a notice on the
holder requiring payment of so much of the call or instalment as
remains unpaid together with any interest which may have accrued
thereon and any costs, charges and expenses incurred by the Company
by reason of such non-payment. The notice shall name a further day
(not being less than 14 clear days from the date of the notice) on or
before which, and the place where the payment required by the notice
is to be made and shall state that if the notice is not complied with
the shares in respect of which the call was made or instalment is
payable will be liable to be forfeited. The Board may accept the
surrender of any share liable to be forfeited and, in such case,
references in these Articles to forfeiture shall include surrender.
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28. FORFEITURE IF NOTICE NOT COMPLIED WITH
If any notice served under the immediately preceding Article is not
complied with, any share in respect of which the notice was given
may, before payment of all calls or instalments and interest due in
respect of it is made, be forfeited by (and with effect from the time
of the passing of) a resolution of the Board that such share be
forfeited. The forfeiture shall include all dividends declared and
other moneys payable in respect of the forfeited shares and not paid
before the forfeiture.
29. NOTICE OF FORFEITURE
When any share has been forfeited, notice of the forfeiture shall be
served upon the person who was, before the forfeiture, the holder of
the share, but a forfeiture shall not be invalidated by any failure
to give such notice. An entry of such notice and an entry of the
forfeiture with the date thereof shall forthwith be made in the
Register in respect of such share. However, no forfeiture shall be
invalidated by any omission to make such entries as aforesaid.
30. SALE OF FORFEITED SHARE
Until cancelled in accordance with the Statutes, a forfeited share
shall be deemed to be the property of the Company and may be sold,
re-allotted or otherwise disposed of either to the person who was the
holder before the forfeiture or to any other person upon such terms
and in such manner as the Board thinks fit. To give effect to a sale
or other disposal, the Board may:
30.1.1 in the case of shares held in certificated form, authorise
a person to execute an instrument of transfer; and
30.1.2 in the case of shares held in uncertificated form,
authorise and instruct a person (which may include the
holder prior to the forfeiture of the shares concerned),
subject to the relevant system's rules, to send a transfer
instruction, and/or take other such steps as may be
necessary, to give effect to such a sale or other disposal
in accordance with the Regulations,
to the designated transferee (and a transfer of certificated shares
in this way will be valid even if in respect of any of the shares no
certificate accompanies the instrument of transfer). The Company may
receive any consideration given for the share on its disposal and may
register the transferee as holder of the share. At any time before a
sale, re-allotment or other disposition, the forfeiture may be
cancelled on such terms as the Board thinks fit.
31. ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares and, in the case of shares held in
certificated form, shall surrender to the Company for cancellation
the certificate for the forfeited shares but in all cases shall
remain liable to the Company for all moneys which at the date of
forfeiture were presently payable by him to the Company in respect
of those shares with interest thereon from the date of forfeiture
11
<PAGE>
until payment at such rate (not exceeding 15 per cent. per annum) as
the Board may determine. The Board may waive payment wholly or in
part and the Board may enforce payment without any allowance for the
value of the shares at the time of forfeiture or for any
consideration received on their disposal.
32. STATUTORY DECLARATION AND VALIDITY OF SALE
A statutory declaration by a Director or the Secretary that a share
has been forfeited on a specified date shall be conclusive evidence
of the facts stated in it as against all persons claiming to be
entitled to the share. The declaration shall (subject to the
completion of any formalities necessary to effect a transfer)
constitute a good title to the share and the person to whom the share
is disposed of shall be registered as the holder of the share and
shall be discharged from all calls made prior to such disposition and
shall not be bound to see to the application of the consideration (if
any), nor shall his title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the
forfeiture, sale, re-allotment or other disposal of the share.
UNTRACED SHAREHOLDERS
33. POWER TO SELL SHARES OF UNTRACED SHAREHOLDERS
The Company shall be entitled to sell at the best price reasonably
obtainable any shares of a holder or any shares to which a person is
entitled by transmission if in respect of those shares:
33.1 for a period of at least 12 years (the "QUALIFYING PERIOD"), no
cheque, warrant or other financial instrument or payment sent by the
Company in the manner authorised by these Articles has been cashed;
the Company has paid at least three dividends; and no dividend has
been claimed;
33.2 the Company has at the expiration of the qualifying period given
notice of its intention to sell such shares by two advertisements,
one in a national newspaper published in the United Kingdom and the
other in a newspaper circulating in the area in which the last known
address of the holder or the address at which service of notices may
be effected in the manner authorised by these Articles is located;
and
33.3 so far as the Board is aware, the Company has not during the
qualifying period or the period of three months after the date of
such advertisements (or the later of the two dates if they are
published on different dates) and prior to the exercise of the power
of sale received any communication from the holder or person entitled
by transmission.
34. MANNER OF SALE AND CREATION OF DEBT IN RESPECT OF NET PROCEEDS
34.1 To give effect to any such sale (as referred to in Article 33), the
Board may authorise and instruct a person:
34.1.1 in the case of shares held in certificated form, to execute
an instrument of transfer of
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the shares; and
34.1.2 in the case of shares held in uncertificated form, subject
to the relevant system's rules, to send a transfer
instruction, and take such other steps as may be necessary,
to give effect to such a transfer in accordance with the
Regulations,
and such instrument of transfer or transfer instruction and the
taking of other steps as may be necessary in accordance with the
Regulations as aforesaid shall be as effective as if they had been
executed by the holder of, or person entitled by transmission to, the
shares. The transfer of certificated shares in this way will be valid
even if in respect of any of the shares no certificate accompanies
the instrument of transfer. The transferee shall not be bound to see
to the application of the purchase money and his title shall not be
affected by any irregularity in, or invalidity of, the proceedings
relating to the sale.
34.2 The net proceeds of sale shall belong to the Company which shall be
indebted to the former holder or person entitled by transmission for
an amount equal to such proceeds and shall enter the name of such
former member or other person in the books of the Company as a
creditor for such amount. No trust shall be created in respect of the
debt, no interest shall be payable in respect of it and the Company
shall not be required to account for any moneys earned on the net
proceeds, which may be employed in the business of the Company or
otherwise invested as the Board thinks fit.
TRANSFER OF SHARES
35. FORM AND EXECUTION OF TRANSFER
35.1 Subject to such of the restrictions of these Articles as may be
applicable, a member may transfer all or any of his shares, in the
case of shares held in certificated form, by an instrument of
transfer in any usual form or in any other form which the Board may
approve or, in the case of shares held in uncertificated form, in
accordance with the Regulations and the system's rules and otherwise
in such manner as the Board in its absolute discretion shall
determine. An instrument of transfer shall be executed by or on
behalf of the transferor and (unless the share is fully paid) by or
on behalf of the transferee. Subject to the Statutes, 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.
35.2 Subject to the Statutes and notwithstanding any other provisions of
these Articles, the Board shall have power to implement any
arrangements it may think fit to enable:
35.2.1 title to any securities of the Company to be evidenced and
transferred without a written instrument in accordance with
the Regulations and the facilities and requirements of the
relevant system concerned; and
35.2.2 rights attaching to such securities to be exercised
notwithstanding that such securities are held in
uncertificated form where, in the Board's opinion, these
Articles do not
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otherwise allow or provide for such exercise.
36. RIGHT TO REFUSE REGISTRATION OF PARTLY PAID SHARE
Subject to the Statutes, the Board may refuse to register the
transfer of a share which is not fully paid without giving any reason
for so doing provided that, where any such shares are admitted to the
Official List of the UK Listing Authority, such discretion may not be
exercised in such a way as to prevent dealings in the shares of that
class from taking place on an open and proper basis.
37. OTHER RIGHTS TO REFUSE REGISTRATION
The Board may also refuse to register the transfer of a share:
37.1 in the case of shares held in certificated form, if it is not lodged,
duly stamped (if necessary), at the Office or at such other place as
the Board may appoint and accompanied by the certificate for the
shares to which it relates (where a certificate has been issued in
respect of the shares and these Articles do not provide for such a
transfer to be valid without production of the certificate) and/or
such other evidence as the Board may reasonably require to show the
right of the transferor to make the transfer (and, if the instrument
of transfer is executed by some other person on his behalf, the
authority of that person to do so).
37.2 if it is not in respect of one class of share only;
37.3 if it is in favour of more than four transferees jointly;
37.4 if it is in favour of a minor, bankrupt or person of mental ill
health;
37.5 without prejudice to the foregoing, in the case of shares held in
uncertificated form, in any other circumstances permitted by the
Regulations and/or the relevant system's rules; or
37.6 where the Board is obliged or entitled to refuse to do so as a result
of any failure to comply with a notice under section 212 of the Act.
38. NOTICE OF REFUSAL
If the Board refuses to register a transfer it shall, in the case of
shares held in certificated form, within two months after the date on
which the transfer was lodged and in the case of shares held in
uncertificated form, within two months after the date on which the
relevant transfer instruction was received by or on behalf of the
Company, send to the transferee notice of the refusal.
39. SUSPENSION OF REGISTRATION
The registration of transfers may be suspended at such times and for
such periods (not exceeding 30 days in any calendar year) as the
Board may determine but if the Company is a
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participating issuer within the meaning of the Regulations the
Register will not be closed without the prior consent of the Operator
of the relevant system.
40. NO FEE FOR REGISTRATION
No fee shall be charged for the registration of any transfer or
document relating to or affecting the title to any share.
41. RETENTION OF DOCUMENTS
Any instrument of transfer which is registered may be retained by the
Company, but any instrument of transfer which the Board refuses to
register shall be returned to the person lodging it when notice of
the refusal is given.
42. OTHER REGISTERS
Subject to the Statutes, the Company may keep an overseas, local or
other register in any place, and the Board may make and vary such
regulations as it may think fit concerning the keeping of that
register.
TRANSMISSION OF SHARES
43. 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; but
nothing contained in this Article shall release the estate of a
deceased member from any liability in respect of any share solely or
jointly held by him.
44. ELECTION BY PERSON ENTITLED BY TRANSMISSION
Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member or of any other event giving rise to its
transmission by operation of law may, upon such evidence being
produced as the Board may require and subject (where relevant) to the
system's rules, elect either to become the holder of the share or to
have some person nominated by him registered as the transferee. 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, he
shall, subject (where relevant) to the system's rules, effect or
procure a transfer of the share in favour of that person. All the
provisions of these Articles relating to the transfer of shares shall
apply to the notice or instrument of transfer as if the death or
bankruptcy of the member or other event giving rise to the
transmission had not occurred and the notice or instrument of
transfer was an instrument of transfer executed by the member.
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45. RIGHTS IN RESPECT OF THE SHARE
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or of any other event giving rise to its
transmission by operation of law shall have the same rights to which
he would be entitled if he were the holder of that share, except that
he shall not be entitled in respect of it to attend or vote at any
general meeting of the Company or at any separate meeting of the
holders of any class of shares in the Company until he is registered
as the holder of the share. The Board may at any time give notice to
such person requiring him to elect either to become the holder of the
share or to transfer the share and if the notice is not complied with
within 60 clear days from the date of the notice, the Board may
withhold payment of all dividends and other moneys payable in respect
of the share until he complies with the notice.
ALTERATION OF CAPITAL
46. INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION
The Company may by ordinary resolution:
46.1 increase its share capital by new shares of such amount as the
resolution prescribes;
46.2 consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares;
46.3 subject to the Statutes, sub-divide its shares, or any of them, into
shares of smaller amount and the resolution may determine that, as
between the shares resulting from the sub-division, any of them may
have any preference or advantage or have such qualified or deferred
rights or be subject to any restrictions as compared with the others;
and
46.4 cancel any shares which, at the date of the passing of the
resolution, have not been taken, or agreed to be taken, by any person
and diminish the amount of its share capital by the amount of the
shares so cancelled.
47. FRACTIONS
Whenever as a result of a consolidation, division or sub-division of
shares any member would become entitled to fractions of a share, the
Board may deal with the fractions as it thinks fit and, in
particular, may sell the shares representing the fractions to any
person (including, subject to the Statutes, the Company) and may
distribute the net proceeds of sale in due proportion among those
members save for amounts of L3.00 or less, which shall be
retained for the benefit of the Company. To give effect to any such
sale, the Board may authorise and instruct a person to take such
steps as may be necessary (subject, in the case of shares held in
uncertificated form, to the system's rules) to transfer or deliver
the shares to, or in accordance with the directions of, the
purchaser. The transferee shall not be bound to see to the
application of the purchase money and his title shall not be affected
by any irregularity in, or invalidity of, the proceedings relating to
the sale.
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48. REDUCTION OF CAPITAL
Subject to the Statutes, the Company may by special resolution reduce
its share capital, any capital redemption reserve and any share
premium account or other undistributable reserve in any manner.
STOCK
49. CONVERSION OF SHARES INTO STOCK
49.1 The Company may by ordinary resolution convert any fully paid up
shares into stock and re-convert any stock into fully paid up shares
of any denomination.
49.2 Any such resolution to convert shares of a particular class into
stock which does not expressly disapply this paragraph of this
Article shall (notwithstanding any other terms of the resolution)
operate automatically to convert shares of that class which
subsequently become fully paid into stock on the same basis, but not
if the stock initially created by the resolution has been
re-converted into shares of any denomination.
50. TRANSFER OF STOCK
Stock may be transferred in accordance with these Articles which,
prior to conversion, applied to the shares from which the stock arose
or as near thereto as circumstances allow, but the Board may from
time to time fix the minimum amount of stock which is transferable
(which minimum amount shall not exceed the nominal amount of the
shares from which the stock arose), in which case stock may be
transferred in the sum of the minimum amount or a multiple of it.
51. RIGHTS ATTACHING TO STOCK
A holder of stock shall, according to the amount of the stock held by
him, have the same rights (including voting rights) as if he held the
shares from which the stock arose, but no such rights (except
participation in dividends and in assets on a winding-up) shall be
conferred by an amount of stock which would not, if existing in
shares, have conferred those rights.
52. ARTICLES APPLICABLE TO STOCK
The provisions of these Articles applicable to paid up shares shall
apply to stock, and the word "SHARE" shall include "STOCK" and
"MEMBER" and "HOLDER" shall include "STOCKHOLDER".
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PURCHASE OF OWN SHARES
53. PURCHASE OF OWN SHARES
Subject to the Statutes and to any rights conferred on the holders of
any class of shares, the Company may purchase all or any of its
shares of any class (including any redeemable shares). The Company
may not purchase any of its shares unless the purchase has been
sanctioned (at the time that authority for a market purchase is given
or an off-market purchase contract is approved) by such resolution of
the Company as may be required by the Statutes and by an
extraordinary resolution passed at a separate general meeting (or
meetings if there is more than one class) of the holders of any
securities which entitle the holders to convert them into equity
share capital of the Company. Neither the Company nor the Board shall
be required to select the shares to be purchased rateably or in any
particular manner as between the holders of shares of the same class
or as between them and the holders of shares of any other class or in
accordance with the rights as to dividends or capital attached to any
class of shares.
SPECIAL PROVISIONS RELATING TO SHARES
54. THE SPECIAL SHARE
54.1 The Special Share may only be issued to, held by and transferred to
one of Her Majesty's Secretaries of State, another Minister of the
Crown, the Solicitor for the affairs of Her Majesty's Treasury or any
other person acting on behalf of the Crown.
54.2 Notwithstanding any provision in these Articles to the contrary, each
of the following matters shall be deemed to be a variation of the
rights attaching to the Special Share and shall accordingly be
effective only with the consent in writing of the Special Shareholder
and without such consent shall not be done or caused to be done:
54.2.1 the amendment, or removal, or the alteration of the effect
of (which, for the avoidance of doubt, shall be taken to
include the ratification of any breach of) all or any of
the following:
(a) in Article 1, the definitions of "Act",
"Affiliate", "associated company", "Board",
"company", "Introduction", "NGG Group",
"recognised clearing house", "recognised
investment exchange", "REC", "Restricted
Person", "Retaining REC Group", "Special Share",
"Special Shareholder", "Transmission Licence"
and "Transmission Licence Holder";
(b) this Article;
(c) Article 55 (save to the extent that any
amendment, removal or alteration thereof is
required to comply with the Listing Rules of the
UK Listing Authority, as amended from time to
time); and
(d) Articles 56 and 57;
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54.2.2 the creation or issue of any shares in the Company with
voting rights attached, not being:
(a) shares comprised or shares which would,
following issue, be comprised in the relevant
share capital (as defined in section 198(2) of
the Act) of the Company; or
(b) shares which do not or shares which, following
issue, would not constitute equity share capital
(as defined in section 744 of the Act) and
which, when aggregated with all other such
shares, carry (or would, if in issue, carry) the
right to cast less than 15 per cent. of the
maximum number of votes capable of being cast on
a poll on any resolution at any general meeting
of the Company (whether or not the votes could
be cast on a poll in relation to all resolutions
at all general meetings);
54.2.3 the variation of any rights (save for dividend rights and
rights to repayment of capital) attached to any shares in
the Company (and, for the avoidance of doubt, the creation
or issue of shares falling within sub-paragraphs 54.2.2(a)
or (b) above shall not be regarded as a variation for the
purposes of this sub-paragraph);
54.2.4 the disposal by the Company or the disposal by any other
member of the NGG Group, to any person who is not a member
of the NGG Group, of all or any of the shares or of any
rights or interests therein held by such company in the
Transmission Licence Holder or in any company which
directly or indirectly holds shares therein, or the
entering into by the Company or any other member of the
NGG Group of any agreement or arrangement with any person
who is not a member of the NGG Group with respect to, or to
the exercise of any rights attaching to, such shares;
54.2.5 any scheme or arrangement which if put into effect would
relieve the Transmission Licence Holder or any other
Affiliate of the Company of, or otherwise modify, the
obligations required to be imposed on such person by the
Company by virtue of the provisions of Article 57;
54.2.6 the voluntary winding-up of the Company, a special
resolution to the effect that the Company should be wound
up by the court, the presentation by the Company or by the
Directors (whether solely or jointly with each other or
with any other person) of a petition for the winding-up of
the Company by the court or any proposal for any of the
foregoing;
54.2.7 the presentation by the Company (whether solely or jointly
with any other person) of a petition to the court for, or
the exercise by the Company of any rights in support of,
the winding-up of the Transmission Licence Holder or any
proposal for either of the foregoing;
54.2.8 the presentation by the Company or by the Directors
(whether solely or jointly with each other or with any
other person) of a petition applying for an administration
order pursuant to section 9 of the Insolvency Act 1986 or
any proposal therefor;
54.2.9 the proposal by the Board of a voluntary arrangement
pursuant to section 1 of the
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Insolvency Act 1986; and
54.2.10 the establishment of a holding company for the Company.
54.3 (a) For the purposes of paragraph 54.2.4 of this Article:
54.3.1 "DISPOSAL" shall include any sale, exchange, gift, lease,
licence, mortgage, charge or the grant of any other
encumbrance or the permitting of any encumbrance to subsist
or any other disposition to a third party; and
54.3.2 "AGREEMENTS OR ARRANGEMENTS" shall include all agreements
or arrangements of the type contemplated by section
204(2)(a) of the Act (as if that section extended to all
shares in the relevant company howsoever acquired).
(b) For the purposes of paragraph 54.2.10 of this Article, the
term "HOLDING COMPANY" shall have the meaning given to it
in sections 736, 736A and 736B of the Act as substituted by
section 144 of the Companies Act 1989.
54.4 The Special Shareholder shall be entitled to receive notice of, and
to attend and speak at, any general meeting or any separate meeting
of the holders of any class of shares, but the Special Share shall
carry no right to vote nor any other rights at any such meeting.
54.5 In a distribution of capital in the winding-up of the Company, the
Special Shareholder shall be entitled to repayment of the capital
paid up or treated for the purposes of the Act as paid up on the
Special Share in priority to any repayment of capital to any other
member. The Special Share shall confer no other right to participate
in the capital, and no right to participate in the profits, of the
Company.
54.6 The Special Shareholder may, after consulting the Company and subject
to the provisions of the Act, require the Company to redeem the
Special Share at par at any time by giving notice to the Company and
delivering to it the relevant share certificate.
55. DISCLOSURE OF INTERESTS
55.1 If a member, or any other person appearing to be interested in shares
held by that member, has been given notice under section 212 of the
Act, he shall, if requested, also be obliged, in addition to giving
the Company the information thereby required, to notify the Company
if he is a Relevant Person (as defined in Article 56.2.7 below) or a
Restricted Person. If he has failed in relation to any shares (the
"default shares") to give the Company the information required from
him under the notice within the prescribed period from the date of
the notice, the following sanctions shall apply (subject to paragraph
55.6 below), unless the Board otherwise determines:
55.1.1 the member shall not be entitled in respect of the default
shares to attend or vote (either in person or by
representative or proxy) at any general meeting or at any
separate meeting of the holders of any class of shares; and
55.1.2 where the default shares represent 0.25 per cent. or more
of their class:
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(a) any dividend (including any non-cash dividend)
or money payable in respect of the shares shall
be withheld by the Company, which shall not have
any obligation to pay interest on it, and the
member shall not be entitled to elect, pursuant
to Article 139 below, to receive shares instead
of that dividend; and
(b) no transfer, other than an approved transfer, of
any shares held by the member shall be
registered unless:
(i) the member is not himself in default
as regards supplying the information
required; and
(ii) the member provides evidence to the
satisfaction of the Board that no
person in default as regards supplying
such information is interested in any
of the shares the subject of the
transfer
provided that, in the case of shares in
uncertificated form, the Directors may only
exercise their discretion not to register a
transfer if permitted to do so by the
Regulations.
55.2 Where the sanctions under paragraph 55.1.1 above apply in relation to
any shares, they shall cease to have effect -
55.2.1 if the shares are transferred by means of an approved
transfer; or
55.2.2 when the Board is satisfied that the information required
by the notice mentioned in that paragraph has been received
in writing by the Company.
55.3 For the purposes of this Article -
55.3.1 a person other than the member holding a share shall be
treated as appearing to be interested in that share if the
member has informed the Company that the person is, or may
be, so interested, or if the Company (after taking account
of any information obtained from the member or, pursuant to
a section 212 notice, from anyone else) knows or has
reasonable cause to believe that the person is, or may be,
so interested;
55.3.2 "INTERESTED" shall be construed as it is for the purpose of
section 212 of the Act;
55.3.3 reference to a person having failed to give the Company the
information required by a notice, or being in default as
regards supplying such information, includes (i) reference
to his having failed or refused to give all or any part of
it and (ii) reference to his having given information which
he knows to be false in a material particular or having
recklessly given information which is false in a material
particular;
55.3.4 "THE PRESCRIBED PERIOD" means -
(a) in a case where the default shares represent at
least 0.25 per cent of their class, fourteen
days; and
(b) in any other case, twenty-eight days;
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55.3.5 an "APPROVED TRANSFER" means, in relation to any shares
held by a member:-
(a) a transfer pursuant to acceptance of an offer
made to all the holders (or all the holders
other than the person making the offer and his
associates (as such term is defined in section
430E of the Act)) of the shares in the Company
to acquire those shares or a specified
proportion of them, or to all the holders (or
all the holders other than the person making the
offer and his associates (as such term is
defined in Section 430E of the Act)) of a
particular class of those shares to acquire the
shares of that class or a specified proportion
of them; or
(b) a transfer in consequence of a sale made through
a recognised clearing house, a recognised
investment exchange or other stock exchange
outside the United Kingdom on which the
Company's shares are normally traded; or
(c) a transfer which is shown to the satisfaction of
the Board to be made in consequence of a sale of
the whole of the beneficial interest in the
shares to a person who is unconnected with the
member and with any other person appearing to be
interested in the shares.
55.4 Where, on the basis of information obtained from a member in respect
of any share held by him, the Company gives a notice under section
212 of the Act to any other person, it shall at the same time send a
copy of the notice to the member, but the accidental omission to do
so, or the non-receipt by the member of the copy, shall not
invalidate or otherwise affect the application of paragraph 55.1.1
above.
55.5 Where the member on whom the notice under section 212 of the Act is
served is the ADR Depositary (as defined in Article 56.2.1) acting in
its capacity as such, the obligations of the ADR Depositary as a
member pursuant to the preceding provisions of this Article shall be
limited to disclosing to the Company such information relating to the
shares in question as has been recorded pursuant to the terms entered
into between the ADR Depositary and the Company provided that nothing
in this paragraph 55.5 shall in any other way restrict the powers of
the Board under this Article.
55.6 Where a notice under section 212 of the Act is served upon the ADR
Depositary acting in its capacity as such, or upon any other person
appearing to be interested in shares held by the ADR Depositary, the
sanctions under paragraph 55.1.1 shall not be effective unless the
Company serves upon the ADR Depositary a notice stating that a
specified ADR Holder or ADR Holders (as defined in Article 56.15) is
or are believed to be interested in a specified number of shares, and
that those shares are default shares (as defined in paragraph
55.1.1).
56. LIMITATIONS ON SHAREHOLDINGS
56.1 The purpose of this Article is to prevent:
56.1.1 any person (other than a Permitted Person as defined below)
directly or indirectly having or controlling the right to
cast on a poll 15 per cent. or more of the votes at general
meetings of the Company;
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56.1.2 Restricted Persons directly or indirectly having or
controlling the right to cast on a poll at general meetings
of the Company percentages equal to or in excess of such
lower percentages of the votes as are set out in paragraph
56.2.7 below; and
56.1.3 any Retaining REC Group from exercising any right to cast
on a poll 1 per cent. or more of the votes at general
meetings of the Company.
56.2 In this Article:
56.2.1 "ADR DEPOSITARY" means a custodian or depositary or his
nominee, approved by the Board, under contractual
arrangements with the Company by which he or that nominee
holds shares in the Company and he or another person issues
American Depositary Receipts evidencing rights in relation
to those shares or a right to receive them;
56.2.2 "ADDITIONAL INTEREST" means any such interest as is
referred to in paragraph 56.2.4(b) below;
56.2.3 "ADR HOLDER" is as defined in paragraph 56.15 below;
56.2.4 "INTEREST", in relation to shares, means:
(a) any interest which would be taken into account
in determining for the purposes of Part VI of
the Original Act whether a person has a
notifiable interest (including any interest
which he would be taken as having for those
purposes); and
(b) any interest (an "ADDITIONAL INTEREST")
mentioned in section 209(1)(a), (b), (d), (e),
(g) or (h) of the Original Act (except that of a
bare or custodian trustee under the laws of
England and Wales and of a simple trustee under
the laws of Scotland) or mentioned in section
208(4)(b) of the Original Act (but on the basis
that the entitlement there referred to could
arise under an agreement within the meaning in
section 204(5) and (6) of the Act),
and "INTERESTED" shall be construed accordingly;
56.2.5 the "ORIGINAL ACT" means the Companies Act 1985 as in force
at 11 December 1995 and notwithstanding any repeal,
modification or re-enactment thereof after that date
(including for the avoidance of doubt, any amendment,
replacement or repeal by regulations made by the Secretary
of State pursuant to section 210A of the Act to the
definition of relevant share capital in section 198(2) or
to the provisions as to what is taken to be an interest in
shares in section 208 or as to what interests are to be
disregarded in section 209 or the percentage giving rise to
a notifiable interest in section 199(2));
56.2.6 "PERMITTED PERSON" means:
(a) an ADR Depositary, acting in its capacity as
such;
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(b) a recognised clearing house or a nominee of a
recognised clearing house or of a recognised
investment exchange, in each case acting in its
capacity as such;
(c) the chairman of a meeting of the Company or of a
meeting of the holders of Relevant Share Capital
or of any class thereof when exercising the
voting rights conferred on him under paragraph
56.9 below;
(d) a trustee (acting in that capacity) of any
employees' share scheme of the Company;
(e) any person who has an interest but who, if the
incidents of his interest were governed by the
laws of England and Wales, would in the opinion
of the Board be regarded as a bare trustee of
that interest, in respect of that interest only;
(f) an underwriter or sub-underwriter in respect of
interests in shares which exist only by virtue
of a contingent obligation to purchase or
subscribe for such shares pursuant to an
underwriting or sub-underwriting agreement
approved by the Board or in respect of interests
in shares purchased or subscribed for by it
pursuant to such an obligation;
(g) any other person who under arrangements approved
by the Board subscribes or otherwise acquires
Relevant Share Capital (or interests therein)
which has been allotted or issued with a view to
that person (or purchasers from that person)
offering the same to the public, for a period
not exceeding three months from the date of the
relevant allotment or issue (and in respect only
of the shares so subscribed or otherwise
acquired);
(h) Japan Securities Clearing Corporation and/or its
nominee acting in its capacity as a clearing
house in respect of dealings on the Tokyo Stock
Exchange;
(i) The Depository Trust Company and/or its nominee
acting in the capacity of a clearing agency in
respect of dealings in American Depositary
Receipts;
(j) any person who has an interest, and who shows to
the satisfaction of the Board that he has it by
virtue only of being entitled to exercise or
control the exercise (within the meaning of
section 203(4) of the Original Act) of one-third
or more of the voting power at general meetings
of a company which is a Permitted Person within
(a) to (i) above; or
(k) a CREST member acting as trustee of shares in
respect of which no other person (other than a
Permitted Person) is or becomes a Relevant
Person (including, without limitation, by virtue
of being deemed to be one);
56.2.7 "RELEVANT PERSON" means:
(a) any person (whether or not identified and
regardless of whether he in
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addition falls within paragraph 56.2.7(b) below)
who has, or who appears to the Board to have, an
interest in shares which carry the right to cast
15 per cent. or more of the total votes
attaching to Relevant Share Capital of all
classes (taken as a whole) and capable of being
cast on a poll; or
(b) any person (whether or not identified) who is,
or who appears to the Board to be, a Restricted
Person having an interest in shares which carry
the right to cast 1 per cent. or more of the
total votes attaching to Relevant Share Capital
of all classes (taken as a whole) and capable of
being cast on a poll;
56.2.8 "RELEVANT SHARE CAPITAL" means the relevant share capital
(as defined in section 198(2) of the Original Act), and
references therein to the temporary suspension of voting
rights shall for the purposes of this Article include
shares subject to the provisions of Article 56.4;
56.2.9 "RELEVANT SHARES" means all shares comprised in the
Relevant Share Capital in which a Relevant Person has, or
appears to the Board to have, an interest or which are
deemed for the purposes of this Article to be Relevant
Shares; and
56.2.10 "REQUIRED DISPOSAL" means a disposal or disposals of such a
number of Relevant Shares (or interests therein) as will
cause a Relevant Person to cease to be a Relevant Person,
not being a disposal to another Relevant Person (other than
a Permitted Person) or a disposal which constitutes any
other person (other than a Permitted Person) a Relevant
Person;
and, for the purposes of this Article, where the Board resolves that
it has made reasonable enquiries and that it is unable to determine:
(a) whether or not a particular person has an interest in any
particular shares comprised in Relevant Share Capital, or
(b) who is interested in any particular shares so comprised,
the shares concerned shall be deemed to be Relevant Shares and all
persons interested in them to be Relevant Persons.
56.3 No Restricted Person or Retaining REC Group shall be entitled in any
circumstances, in respect of any part of its interest in the
Company's shares which carries the right to cast in excess of 1 per
cent. of the total votes attaching to the Relevant Share Capital of
all classes (taken as a whole) and capable of being cast on a poll,
to vote (either in person or by representative or proxy) at any
general meeting or at any separate meeting of the holders of any
class of shares.
56.4 Subject to paragraphs 56.5, 56.15 and 56.16 below and without
prejudice to Article 55 above, the provisions of Part VI of the
Original Act shall apply in relation to the Company as if those
provisions extended to Additional Interests and accordingly the
rights and obligations arising under that Part shall apply in
relation to the Company, its members and all persons interested in
Relevant Share Capital, as extended by this paragraph; but so that
Additional Interests shall, when disclosed to the Company, be entered
in a separate register kept by the Company for that
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purpose. The rights and obligations created by this paragraph in
respect of interests in shares (including, but not limited to,
Additional Interests) are in addition to and separate from those
arising under Part VI of the Act.
56.5 Sections 210(3) to (6) inclusive, 211(10), 213(3) (so far as it
relates to section 211(10)), 214(5), 215(8), 216(1) to (4) inclusive,
217(7), 218(3), 219(3) and (4), 454, 455, 732 and 733 of the Original
Act shall not apply in respect of Additional Interests.
56.6 If, to the knowledge of the Board, any Retaining REC Group or any
person other than a Permitted Person is or becomes a Relevant Person
(including, without limitation, by virtue of being deemed to be one),
the Board shall give notice to all persons (other than persons
referred to in paragraph 56.11 below) who appear to the Board to have
interests in the Relevant Shares and, if different, to the registered
holders of those shares. The notice shall set out the restrictions
referred to in paragraph 56.9 below and call for a Required Disposal
to be made within 21 days of the giving of the notice to the holder
or such longer period as the Board considers reasonable. If the
Relevant Shares are held by the ADR Depositary, the notice shall
state that:
56.6.1 a specified ADR Holder or ADR Holders (the "RELEVANT ADR
HOLDER(S)"), as the case may be, is or are believed or
deemed to be ADR Holders through which a Relevant Person or
Persons have interests in either case as specified in the
notice; and
56.6.2 the Board believes that each Relevant ADR Holder or the
Relevant Person or Persons believed or deemed to have
interests through such Relevant ADR Holder, is or are
deemed to be interested in a specific number of shares.
The Board may extend the period in which any such notice is required
to be complied with and may withdraw any such notice (whether before
or after the expiration of the period referred to) if it appears to
it that there is no Relevant Person in relation to the shares
concerned. After the giving of such a notice, and save for the
purpose of a Required Disposal under this or the following paragraph,
no transfer of any of the Relevant Shares may be registered until
either the notice is withdrawn or a Required Disposal has been made
to the satisfaction of the Board and registered.
56.7 If a notice given under paragraph 56.6 above has not been complied
with in all respects to the satisfaction of the Board and has not
been withdrawn, the Board shall so far as it is able, make a Required
Disposal (or procure that a Required Disposal is made) and shall give
written notice of the disposal to those persons on whom the notice
was served. The Relevant Person(s) and the registered holder(s) of
the shares duly disposed of shall be deemed to have irrevocably and
unconditionally authorised the Board to make such Required Disposal.
The manner, timing and terms of any such Required Disposal made or
sought to be made by the Board (including but not limited to the
price or prices at which the same is made and the extent to which
assurance is obtained that no transferee, except a Permitted Person,
is or would become a Relevant Person) shall be such as the Board
determines, based on advice from bankers, brokers, or other
appropriate persons consulted by it for the purpose, to be reasonably
practicable having regard to all the circumstances, including but not
limited to the number of shares to be disposed of and the requirement
that the disposal be made without delay; and the Board shall not be
liable to any person for any of the consequences of reliance on such
advice.
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If, in relation to the Required Disposal to be made by the Board,
Relevant Shares are held by more than one holder (treating joint
holders of any Relevant Shares as a single holder) the Board shall
cause as nearly as practicable the same proportion of each holding
(so far as known to them) of the Relevant Shares to be sold.
56.8 For the purposes of effecting any Required Disposal of shares in
certificated form, the Board may authorise in writing any officer or
employee of the Company to execute any necessary transfer on behalf
of any holder and may enter the name of the transferee in the
register of members in respect of the transferred shares
notwithstanding the absence of any share certificate and may issue a
new certificate to the transferee and an instrument of transfer
executed by such person shall be as effective as if it had been
executed by the registered holder of the transferred shares and the
title of the transferee shall not be affected by any irregularity or
invalidity in the proceedings relating thereto. A Required Disposal
of shares in uncertificated form can be made by a relevant system, to
the extent allowed by the Regulations and the Board shall be entitled
to require the holder of that uncertificated share by notice to give
any instructions necessary or to take any action (including
appointing any person to take any step) to transfer title to that
share by means of a relevant system. The net proceeds of the disposal
shall be received by the Company whose receipt shall be a good
discharge for the purchase money, and shall be paid (without any
interest being payable in respect of it and after deduction of any
expenses incurred by the Board in the sale) to the former holder (or
in the case of joint holders, the first of them named in the
register):
56.8.1 in the case of shares in certificated form, together with,
if appropriate, a new certificate in respect of the balance
of the Relevant Shares to which he is entitled upon
surrender by him or on his behalf of any certificate in
respect of the Relevant Shares sold and formerly held by
him; or
56.8.2 in the case of shares in uncertificated form, when the
disposal has been made using a relevant system.
56.9 A holder of a Relevant Share on whom a notice has been given under
(and complying with) paragraph 56.6 above shall not in respect of
that share be entitled, until such time as the notice has been
complied with to the satisfaction of the Board or withdrawn, to
attend or vote at any general meeting of the Company or meeting of
the holders of Relevant Share Capital or of any class thereof, or to
exercise any other right conferred by membership in relation to any
such meeting; and the rights to attend (whether in person or by
representative or proxy), to speak and to demand and vote on a poll
which would have attached to the Relevant Share had it not been a
Relevant Share shall vest in the chairman of any such meeting. The
manner in which the chairman exercises or refrains from exercising
any such rights shall be entirely at his discretion. The chairman
of any such meeting shall be informed by the Board of any share
becoming or being deemed to be a Relevant Share.
56.10 Without prejudice to the provisions of the Act and subject to
paragraph 56.2.6 above, the Board may assume without enquiry that a
person is not a Relevant Person unless the information contained in
the registers kept by the Company under Part VI of the Act or under
Part VI of the Original Act (as applied and extended by this
Article), including the separate register to be kept under paragraph
56.4 above, appears to the Board to indicate to the contrary or the
Board has reason to believe otherwise, in which circumstances the
Board shall make
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reasonable enquiries to discover whether any person is a Relevant
Person.
56.11 The Board shall not be obliged to give any notice required under this
Article to be given to any person if they do not know either his
identity or his address. The absence of such a notice in those
circumstances and any accidental error in or failure to give any
notice to any person to whom notice is required to be given under
this Article shall not prevent the implementation of, or invalidate,
any procedure under this Article.
56.12 If any Director has reason to believe that a person (not being a
Permitted Person) is a Relevant Person, he shall inform the other
Directors.
56.13 Save as otherwise provided in this paragraph, the provisions of these
Articles applying to the giving of notice of meetings to members
shall apply to the giving to a member of any notice required by this
Article. Any notice required by this Article to be given to a person
who is not a member, or who is a member whose registered address is
not within the United Kingdom and who has not given to the Company an
address within the United Kingdom at which notices may be given to
him, shall be deemed validly served if it is delivered by hand or
sent by post in a prepaid envelope addressed or by other prepaid
delivery service to that person at the address (or if more than one,
at one of the addresses), if any, at which the Board believes him to
be resident or carrying on business or to his last known address as
shown on any of the Register, and the list of ADR Holders maintained
by the ADR Depositary. If the notice is delivered by hand, it shall
be treated as being delivered at the time it is handed to or left for
such person. If the notice is sent by prepaid post or other delivery
service it shall be deemed to have been given on the day following
that on which the envelope containing the same is posted or given to
a delivery agent, unless it was sent by second class post or there is
only one class of post, in which case it shall be deemed to have been
given on the day next but one after it was posted. Proof that the
envelope containing the notice was properly addressed, prepaid and
posted or given to delivery agents with postage or delivery prepaid
shall be conclusive evidence that the notice was given.
56.14 Any resolution or determination of, or decision or exercise of any
discretion or power by, the Board or any Director or by the chairman
of any meeting under or pursuant to the provisions of this Article
(including without prejudice to the generality of the foregoing as to
what constitutes reasonable enquiry or as to the manner, timing and
terms of any Required Disposal made by the Board under paragraph 56.7
above) shall be final and conclusive. Any disposal or transfer made,
or other thing done, by or on behalf of, or on the authority of, the
Board or any Director pursuant to the foregoing provisions of this
Article shall be conclusive and binding on all persons concerned and
shall not be open to challenge, whether as to its validity or
otherwise on any ground whatsoever. The Board shall not be required
to give any reasons for any decision, determination or declaration
taken or made in accordance with this Article.
56.15 Paragraph 56.4 of this Article shall not apply to an ADR Depositary
in its capacity as such. A person (an "ADR HOLDER") who has an
interest in shares of the Company evidenced by an American Depositary
Receipt shall be deemed for the purposes of this Article to have an
interest in the number of shares in the Company held by the ADR
Depositary and represented by such American Depositary Receipt and
not (in the absence of any other reason why he should be so treated)
in the remainder of the shares in the Company held by the ADR
Depositary.
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56.16 Paragraph 56.4 of this Article shall not apply to a recognised
clearing house or a nominee of a recognised clearing house or of a
recognised investment exchange, in each case acting in its capacity
as such, nor shall it apply to a CREST member acting as trustee.
Where in that capacity interests in shares in the Company are held by
a recognised clearing house or a nominee of a recognised clearing
house or of a recognised investment exchange or a CREST member acting
as trustee under arrangements recognised by the Company for the
purposes of this Article any person who has rights in relation to
shares in the Company in which such a recognised clearing house or a
nominee of a recognised clearing house or of a recognised investment
exchange or a CREST member acting as trustee has an interest shall be
deemed to be interested in the number of shares in the Company for
which such a recognised clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange or a CREST
member acting as trustee is or may become liable to account to him
and any interest which (by virtue of his being a tenant in common in
relation to interests in shares in the Company so held by such a
recognised clearing house or a nominee of a recognised clearing house
or of a recognised investment exchange or a CREST member acting as
trustee) he would otherwise be treated for the purposes of this
Article as having in a larger number of shares in the Company shall
(in the absence of any other reason why he should be so treated) be
disregarded.
56.17 This Article shall apply notwithstanding any provision in any other
of these Articles which is inconsistent with or contrary to it.
57. OBLIGATIONS RELATING TO THE TRANSMISSION LICENCE HOLDER
The Company shall procure that, without the consent in writing of the
Special Shareholder:
57.1 the Transmission Licence shall not be held by any person outside the
NGG Group;
57.2 the NGG Group shall not cease to carry on, or dispose of or
relinquish operational control over any asset required to carry
on, the Transmission Business or the Interconnectors Business (as
defined in the Transmission Licence as at 11 December 1995), save
where such cessation, disposal or relinquishment is required by
law or is permitted pursuant to or by virtue of the terms of the
Transmission Licence (and the term "dispose" shall be construed in
accordance with the definition of "disposal" in Condition 16 of
the Transmission Licence as at 11 December 1995);
57.3 neither the Company nor any Affiliate of the Company shall carry on
in the United Kingdom any activity which requires a generation or
supply licence or which is exempted from such requirement under or by
virtue of the Electricity Act 1989, save where such activity is
expressly permitted under the terms of the Transmission Licence as at
11 December 1995 and that neither the Company nor any Affiliate of
the Company shall be engaged outside the United Kingdom in the
generation of electricity to be imported into the United Kingdom;
57.4 no employee or director of a Restricted Person which is neither the
Company nor any other member of the NGG Group shall be a director of
the Company, the Transmission Licence Holder or of any holding
company thereof (which term shall have the meaning ascribed to it in
Article 54.3(b) of these Articles); and
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57.5 the Transmission Licence Holder shall not carry on activities other
than:
57.5.1 those required or contemplated on the part of the
Transmission Licence Holder (in its capacity as the holder
of the Transmission Licence) by the Transmission Licence or
the Electricity Act 1989 or connected therewith or
consequential thereto; or
57.5.2 those carried on by The National Grid Company plc at or
prior to 11 December 1995,
Provided that (but subject to paragraph 57.3 above) nothing in this
paragraph 57.5 shall prevent the acquisition of any share capital by
the Transmission Licence Holder in any company.
GENERAL MEETINGS
58. ANNUAL GENERAL MEETINGS
Subject to the requirements of the Statutes, annual general meetings
shall be held at such time and place as the Board may determine.
59. EXTRAORDINARY GENERAL MEETINGS
Any general meeting of the Company other than an annual general
meeting shall be called an extraordinary general meeting.
60. CONVENING AN EXTRAORDINARY GENERAL MEETING
The Board may convene an extraordinary general meeting whenever it
thinks fit and shall do so on requisition in accordance with the
Statutes.
SEPARATE GENERAL MEETINGS
61. SEPARATE GENERAL MEETINGS
The provisions of these Articles relating to general meetings shall
apply, with necessary modifications, to any separate general meeting
of the holders of shares of a class held otherwise than in connection
with the variation or abrogation of the rights attached to shares of
the class. For this purpose, a general meeting at which no holder of
a share other than an ordinary share may, in his capacity as a
member, attend or vote shall also constitute a separate general
meeting of the holders of the ordinary shares. The notice of any
separate general meeting given before the date of adoption of this
Article shall be as valid as if this Article had been in force at the
date when the notice was given.
NOTICE OF GENERAL MEETINGS
62. LENGTH OF NOTICE PERIOD
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An annual general meeting and an extraordinary general meeting
convened for the passing of a special resolution or a resolution
appointing a person as a director shall be convened by at least 21
clear days' notice. All other extraordinary general meetings shall be
convened by at least 14 clear days' notice. Notwithstanding that a
meeting of the Company is convened by shorter notice than that
specified in this Article, it shall be deemed to have been properly
convened if it is so agreed:
62.1.1 in the case of an annual general meeting, by all the
members entitled to attend and vote at the meeting; and
62.1.2 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.
Subject to these Articles and to any restrictions imposed on any
shares, the notice shall be given to all the members, to all persons
entitled by transmission and to the Directors and Auditors. The Board
may determine that members entitled to receive such notices are those
members entered on the Register at the close of business on a day
determined by the Board (provided that it is not more than 21 days
before the day that the notices are sent).
63. CONTENTS OF NOTICES
Every notice calling a general meeting shall specify the place, the
day and the time of the meeting and the general nature of the
business to be transacted. In the case of an annual general meeting,
the notice shall also specify the meeting as such. A notice convening
a meeting to pass a special or extraordinary resolution shall contain
a statement to that effect. In every notice calling a meeting of the
Company there shall appear with reasonable prominence a statement
that a member entitled to attend and vote is entitled to appoint one
or more proxies to attend and vote in his stead and that a proxy need
not be a member. Every such notice shall also state the place where
instruments of proxy are to be deposited if the Board determines that
place to be other than the Office.
64. OMISSION OR NON-RECEIPT OF NOTICE
The accidental omission to give notice of a meeting or to send an
instrument of proxy with a notice (where required by these Articles)
to, or the non-receipt of a notice or instrument of proxy by, any
person entitled to receive either or both shall not invalidate the
proceedings at that meeting.
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65. CHANGE OF DATE, TIME OR PLACE OF MEETING
If for any reason the Board considers it impractical or undesirable
to hold a meeting on the day, at the time or in the place specified
in the notice calling the meeting it can change the date, time and
place of the meeting (or whichever it requires), and may do so more
than once in relation to the same meeting. The Board will, insofar as
it is practicable, announce by advertisement in at least one
newspaper with a national circulation the date, time and place of the
meeting as changed, but it shall not be necessary to restate the
business of the meeting in that announcement.
PROCEEDINGS AT GENERAL MEETINGS
66. QUORUM
No business shall be transacted at any general meeting unless a
quorum is present when the meeting proceeds to business, but the
absence of a quorum shall not preclude the choice or appointment of a
chairman of the meeting, which shall not be treated as part of the
business of the meeting. Save as otherwise provided by these
Articles, two members present in person or by proxy and entitled to
vote shall be a quorum for all purposes.
67. PROCEDURE IF QUORUM NOT PRESENT
If within five minutes (or such longer time not exceeding one hour as
the chairman of the meeting may decide to wait) after the time
appointed for the commencement of the meeting a quorum is not
present, the meeting shall (if requisitioned in accordance with the
Statutes) be dissolved or (in any other case) stand adjourned to such
other day (not being less than ten nor more than 28 days later) and
at such time and place as the chairman of the meeting may decide and
at such adjourned meeting one member present in person or by proxy
(whatever the number of shares held by him) shall be a quorum. The
Company shall give not less than seven clear days' notice in writing
of any meeting adjourned through want of a quorum and the notice
shall state that one member present in person or by proxy (whatever
the number of shares held by him) shall be a quorum.
68. CHAIRMAN OF GENERAL MEETING
68.1 The chairman (if any) of the Board or, in his absence, the deputy
chairman (if any) shall preside as chairman at every general meeting.
If there is no such chairman or deputy chairman, or if at any meeting
neither the chairman nor a deputy chairman is present within five
minutes after the time appointed for the commencement of the meeting,
or if neither of them is willing to act as chairman, the Directors
present shall choose one of their number to act, or if one Director
only is present he shall preside as chairman, if willing to act. If
no Director is present, or if each of the Directors present declines
to take the chair, the persons present and entitled to vote shall
elect one of their number to be chairman.
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68.2 The chairman of the meeting may invite any person to attend and speak
at any general meeting of the Company whom he considers to be
equipped by knowledge or experience of the Company's business to
assist in the deliberations of the meeting.
68.3 The decision of the Chairman of the meeting as to points of order,
matters of procedure or arising incidentally out of the business of a
general meeting shall be conclusive, as shall be his decision, acting
in good faith, on whether a point or matter is of this nature.
69. DIRECTORS' RIGHT TO ATTEND AND SPEAK
Each Director shall be entitled to attend and to speak at any general
meeting of the Company and at any separate general meeting of the
holders of any class of shares or debentures in the Company.
70. MEETING AT MORE THAN ONE PLACE AND/OR IN A SERIES OF ROOMS
70.1 A general meeting or adjourned meeting may be held at more than one
place. The notice of meeting will specify the place at which the
chairman will be present (the "Principal Place") and a letter
accompanying the notice will specify any other place(s) at which the
meeting will be held simultaneously (but any failure to do this will
not invalidate the notice of meeting).
70.2 A general meeting or adjourned meeting will be held in one room or a
series of rooms at the place specified in the notice of meeting or
any other place at which the meeting is to be held simultaneously.
70.3 If the meeting is held in more than one place and/or in a series of
rooms, it will not be validly held unless all persons entitled to
attend and speak at the meeting are able:
70.3.1 if excluded from the Principal Place or the room in which
the chairman is present, to attend at one of the other
places or rooms; and
70.3.2 to communicate with one another audio visually throughout
the meeting.
The Board may make such arrangements as it thinks fit for
simultaneous attendance and participation at the meeting and may vary
any such arrangements or make new arrangements. Arrangements may be
notified in advance or at the meeting by whatever means the Board
thinks appropriate to the circumstances. Each person entitled to
attend the meeting will be bound by the arrangements made by the
Board.
70.4 Where a meeting is held in more than one place and/or a series of
rooms, then for the purpose of these Articles the meeting shall
consist of all those persons entitled to attend and participate in
the meeting who attend at any of the places or rooms.
71. SECURITY ARRANGEMENTS
The Board may direct that members or proxies wishing to attend any
general meeting should
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submit to such searches or other security arrangements or
restrictions as the Board shall consider appropriate in the
circumstances and shall be entitled in its absolute discretion to
refuse entry to such general meeting to any member or proxy who fails
to submit to such searches or to otherwise comply with such security
arrangements or restrictions. If a member or proxy has gained entry
to a general meeting and refuses to comply with any such security
arrangements or restrictions or disrupts the proper and orderly
conduct of the general meeting, the chairman of the meeting may at
any time without the consent of the general meeting require such
member or proxy to leave or be removed from the meeting.
72. ADJOURNMENTS
72.1 The chairman of the meeting may at any time without the consent of
the meeting adjourn any meeting (whether or not it has commenced or a
quorum is present) either indefinitely or to such time and place as
he may decide if it appears to him that:
72.1.1 the members wishing to attend cannot be conveniently
accommodated in the place appointed for the meeting;
72.1.2 the conduct of persons present prevents, or is likely to
prevent, the orderly continuation of business; or
72.1.3 an adjournment is otherwise necessary so that the business
of the meeting may be properly conducted.
72.2 In addition, the chairman of the meeting may at any time with the
consent of any meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn the meeting either indefinitely or
to such time and place as he may decide. When a meeting is adjourned
indefinitely the time and place for the adjourned meeting shall be
fixed by the Board.
72.3 No business shall be transacted at any adjourned meeting except
business which might properly have been transacted at the meeting had
the adjournment not taken place.
73. NOTICE OF ADJOURNED MEETING
If a meeting is adjourned indefinitely or for 30 days or more or for
lack of a quorum, at least seven clear days' notice specifying the
place, the day and the time of the adjourned meeting shall be given,
but it shall not be necessary to specify in the notice the nature of
the business to be transacted at the adjourned meeting. Otherwise, it
shall not be necessary to give notice of an adjourned meeting.
VOTES OF MEMBERS
74. METHOD OF VOTING
74.1 At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless before or on the
declaration of the result of the show of hands or on the
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withdrawal of any other demand for a poll a poll is duly demanded.
Subject to the Statutes, a poll may be demanded by:
74.1.1 the chairman of the meeting;
74.1.2 at least five members present in person or by proxy and
entitled to vote at the meeting;
74.1.3 any member or members present in person or by proxy and
representing in aggregate at least one-tenth of the total
voting rights of all the members having the right to attend
and vote at the meeting; or
74.1.4 any member or members present in person or by proxy and
holding shares conferring a right to attend and vote at the
meeting, being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right.
74.2 Unless a poll is so 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 by a particular majority or not
carried by a particular majority or lost and an entry to that effect
in the minutes of the meeting shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded
in favour of or against such resolution.
75. VOTES OF MEMBERS
Subject to any rights or restrictions attached to any shares and to
any other provisions of these Articles, on a show of hands every
member who is present in person shall have one vote and on a poll
every member shall have one vote for every share of which he is the
holder. If the notice of the meeting has specified a time (which is
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 and vote at the meeting, no person registered after
that time shall be eligible to attend and vote at the meeting by
right of that registration, even if present at the meeting.
References in these Articles to members present in person shall be
construed accordingly.
76. VOTES OF JOINT HOLDERS
In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders; and seniority
shall be determined by the order in which the names of the holders
stand in the Register.
77. CORPORATIONS ACTING BY REPRESENTATIVES
A corporation which is a member may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as
its representative at any general meeting of the Company or of any
class of members of the Company. The person so authorised shall be
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entitled to exercise the same powers (other than the power to appoint
a proxy) on behalf of the corporation which he represents as that
corporation could exercise if it were an individual member of the
Company and such corporation shall for the purposes of these Articles
be deemed to be present in person at any such meeting if a person so
authorised is present at that meeting.
78. VOTES OF MEMBER SUFFERING INCAPACITY
A member in respect of whom an order has been made by any competent
court or official on the ground that he is or may be suffering from
mental disorder or is otherwise incapable of managing his affairs may
vote, whether on a show of hands or on a poll, by any person
authorised in such circumstances to do so on his behalf and that
person may vote on a poll by proxy. The vote of such member shall not
be valid unless evidence to the satisfaction of the Board of the
authority of the person claiming to exercise the right to vote is
deposited at the Office, or at such other place as is specified in
accordance with these Articles for the deposit of instruments of
proxy, not later than the last time at which an instrument of proxy
should have been delivered in order to be valid for use at that
meeting or on the holding of that poll.
79. NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
No member shall, unless the Board otherwise decides, vote at any
general meeting or at any separate meeting of holders of any class of
shares in the Company, either in person or by proxy, or exercise any
other right or privilege as a member in respect of any share in the
Company held by him unless all moneys presently payable by him in
respect of that share have been paid.
80. VOTES ON A POLL
On a poll votes may be given either personally or by proxy. A member
may appoint more than one proxy to attend on the same occasion. A
member entitled to more than one vote on a poll need not use all his
votes or cast all the votes he uses in the same way.
81. RIGHT TO WITHDRAW DEMAND FOR A POLL
The demand for a poll may, before the earlier of the close of the
meeting and the taking of the poll, be withdrawn but only with the
consent of the chairman of the meeting and, if a demand is withdrawn,
any other members entitled to demand a poll may do so. If a demand is
withdrawn, it 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.
82. PROCEDURE IF POLL DEMANDED
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If a poll is duly demanded, it shall be taken in such manner as the
chairman of the meeting directs and he may appoint scrutineers (who
need not be members) and fix a time and place for declaring the
result of the poll. The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
83. WHEN POLL TO BE TAKEN
A poll demanded on the election of a chairman of the meeting or on a
question of adjournment shall be taken forthwith. A poll demanded on
any other question shall be taken either forthwith or on such date
(being not more than 30 days after the poll is demanded) and at such
time and place and in such manner or by such means as the chairman of
the meeting directs. 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 seven clear days' notice shall be given specifying the time
and place at which the poll is to be taken. The result of the poll
shall be deemed to be the resolution of the meeting at which the poll
was demanded.
84. CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMANDED
The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which
the poll was demanded.
85. CHAIRMAN'S CASTING VOTE
In the case of an equality of votes at a general meeting, whether on
a show of hands or on a poll, the chairman of the meeting shall be
entitled to a casting vote in addition to any other vote he may have.
86. PROPOSAL OR AMENDMENT OF RESOLUTION
A resolution proposed by the chairman of the meeting does not need to
be seconded. In the case of a resolution duly proposed as an
extraordinary or special resolution, no amendment to that resolution
(other than an amendment to correct a patent error) may be considered
or voted upon. In the case of a resolution duly proposed as an
ordinary resolution no amendment to that resolution (other than an
amendment to correct a patent error) may be considered or voted upon
unless at least two clear business days prior to the time appointed
for holding the meeting or adjourned meeting at which such ordinary
resolution is to be proposed, notice in writing of the terms of the
amendment and of the intention to move the amendment has been lodged
at the Office or the chairman of the meeting in his absolute
discretion decides in good faith that it may be considered and voted
upon.
87. AMENDMENT OF RESOLUTION RULED OUT OF ORDER
If an amendment is proposed to any resolution under consideration
which the chairman of the
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meeting rules out of order, the proceedings on the substantive
resolution shall not be invalidated by any error in such ruling.
88. OBJECTIONS OR ERRORS IN VOTING
If:
88.1.1 any objection shall be raised to the qualification of any
voter;
88.1.2 any votes have been counted which ought not to have been
counted or which might have been rejected; or
88.1.3 any votes are not counted which ought to have been counted
the objection or error shall not vitiate the decision of the meeting
or adjourned meeting on any resolution unless it is raised or pointed
out at the meeting or, as the case may be, the adjourned meeting at
which the vote objected to is given or tendered or at which the error
occurs. Any objection or error shall be referred to the chairman of
the meeting and shall only vitiate the decision of the meeting on any
resolution if the chairman of the meeting decides that the same may
have affected the decision of the meeting. The decision of the
chairman of the meeting on such matters shall be conclusive.
PROXIES
89. EXECUTION OF AN INSTRUMENT OF PROXY
Subject to the Statutes, an instrument appointing a proxy shall be:
89.1.1 in writing under the hand of the appointor or of his
attorney authorised in writing or, if the appointor is a
corporation, either under its seal or under the hand of an
officer, attorney or other person authorised to sign it; or
89.1.2 in the case of an instrument of proxy purporting to be
signed on behalf of a corporation by an officer of that
corporation, it shall be assumed, unless the contrary is
shown, that such officer was duly authorised to sign that
instrument on behalf of that corporation without further
evidence of that authorisation. A proxy need not be a
member of the Company.
90. TIMES FOR DEPOSIT OF AN INSTRUMENT OF PROXY
90.1 The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a copy of such
authority certified notarially or in some other way approved by the
Board, shall:
90.1.1 be deposited at the Office or at such other place within
the United Kingdom as is
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specified in the notice convening the meeting or in any
instrument of proxy sent out by the Company in relation to
the meeting not less than 48 hours before the time of the
holding of the meeting or adjourned meeting at which the
person named in the instrument proposes to vote; or
90.1.2 in the case of a poll taken more than 48 hours after it is
demanded, be deposited as aforesaid after the poll has been
demanded and not less than 24 hours before the time
appointed for the taking of the poll; or
90.1.3 where the poll is not taken forthwith but is taken not more
than 48 hours after it was demanded be deposited at the
meeting at which the poll was demanded to the chairman of
the meeting or to any Director,
and an instrument of proxy which is not so delivered shall be
invalid. When two or more valid but differing instruments of proxy
are delivered in respect of the same share for use at the same
meeting, the one which is last delivered (regardless of its date or
of the date of execution) shall be treated as replacing the others as
regards that share; if the Company is unable to determine which was
last delivered, none of them shall be treated as valid in respect of
that share. Delivery of an instrument appointing a proxy shall not
preclude a member from attending and voting in person at the meeting
or poll concerned.
91. FORM OF PROXY
91.1 An instrument of proxy shall be in any usual form or any other form
which the Board may approve and may relate to more than one meeting.
The Board may, if it thinks fit but subject to the Statutes, send out
with the notice of any meeting forms of instrument of proxy for use
at the meeting. The instrument of proxy shall be deemed to include
the right to demand or join in demanding a poll and (except to the
extent that the instrument comprises instructions to vote in a
particular way) to vote or abstain as the proxy thinks fit on any
business properly dealt with at the meeting, including a vote on any
amendment of a resolution put to the meeting or on any motion to
adjourn. The proxy shall, unless the contrary is stated in it, be as
valid for any adjournment of the meeting as for the meeting to which
it relates. A proxy may not speak at any meeting except with the
permission of the chairman of the meeting.
91.2 The Directors may allow a proxy to be appointed in electronic form or
by other data transmission process, subject to any limitations,
conditions or restrictions that they decide. Such appointment shall
be delivered to the Company in a manner specified by the Directors.
If, and to the extent that, they decide to allow appointments to be
made in this way, provisions of the Articles which are inconsistent
with this method of appointment shall be of no effect in relation to
those appointments. The Directors may require any evidence they think
appropriate to satisfy themselves that the electronic appointment is
genuine.
92. VALIDITY OF PROXY
A vote given or poll demanded by proxy or by the duly authorised
representative of a corporation shall be valid, notwithstanding the
previous determination of the authority of the person voting or
demanding a poll unless notice in writing of such determination was
received
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by the Company at the Office (or at such other place in the United
Kingdom as was specified for the delivery of instruments of proxy in
the notice convening the meeting or adjourned meeting or other
accompanying document) not later than the last time at which an
instrument of proxy should have been delivered in order to be valid
for use at the meeting or on the holding of the poll at which the
vote was given or the poll demanded.
93. MAXIMUM VALIDITY OF PROXY
An instrument of proxy shall cease to be valid after the expiration
of 12 months from the date of its execution except that it will
remain valid after that for the purposes of a poll or an adjourned
meeting if the meeting at which the poll was demanded or the
adjournment moved was held within the 12 month period.
DIRECTORS
94. NUMBER OF DIRECTORS
Unless otherwise determined by ordinary resolution of the Company,
the number of Directors (disregarding alternate directors) shall not
be less than two but shall not be subject to any maximum number.
95. NO SHAREHOLDING QUALIFICATION FOR DIRECTORS
No shareholding qualification for Directors shall be required.
REMUNERATION OF DIRECTORS
96. ORDINARY REMUNERATION
Each of the Directors shall be paid a fee for his services at such
rate as may from time to time be determined by the Board or by a
committee authorised by the Board provided that the aggregate of such
fees (excluding any amounts payable under any other provision of
these Articles) shall not exceed (pound)500,000 per annum or such
higher amount as the Company by ordinary resolution may determine
from time to time. Such fee shall be deemed to accrue from day to
day.
97. EXPENSES
The Directors may be paid all travelling, hotel and other expenses
properly incurred by them in the conduct of the Company's business
performing their duties as Directors including all such expenses
incurred in connection with attending and returning from meetings of
the Board or any committee of the Board or general meetings or
separate meetings of the holders of any class of shares or debentures
of the Company or otherwise in connection with the business of the
Company.
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98. EXTRA REMUNERATION
Any Director who is appointed to any executive office or who serves
on any committee or who devotes special attention to the business of
the Company or goes or resides abroad for any purposes of the Company
shall (unless the Company by ordinary resolution determines
otherwise) receive such remuneration or extra remuneration by way of
salary, commission, participation in profits or otherwise as the
Board or any committee authorised by the Board may determine in
addition to or in lieu of any remuneration paid to, or provided for,
such Director by or pursuant to any other of these Articles.
ALTERNATE DIRECTORS
99. APPOINTMENT, REMOVAL AND RESIGNATION
99.1 Any Director (other than an alternate Director) may, by notice in
writing delivered to the Secretary at the Office or in any other
manner approved by the Board, appoint any person to be his alternate
and may revoke any such appointment. If the alternate Director is not
already a Director, the appointment, unless previously approved by
the Board, shall have effect only upon and subject to its being so
approved. Any appointment of an alternate will only have effect once
the person who is to be appointed has consented to act. If his
appointor so requests, an alternate Director shall (subject to his
giving to the Company an address for service within the United
Kingdom) be entitled to receive notice of all meetings of the Board
or of committees of the Board of which his appointor is a member, to
attend and vote and be counted in the quorum as a Director at any
such meeting at which his appointor is not personally present, and
generally, in the absence of his appointor, at the meeting to
exercise and discharge all the functions, powers and duties of his
appointor as a Director and for the purposes of the proceedings at
the meeting, these Articles shall apply as if he were a Director.
99.2 A Director present at a meeting of the Board or committee of the
Board and appointed alternate for another Director shall have an
additional vote for each of his appointors absent from such meeting
(but shall count as one only for the purpose of determining whether a
quorum is present).
99.3 Execution by an alternate Director of any document (including,
without limitation, any deed) on behalf of the Company or any
resolution in writing of the Board or a committee of the Board shall,
unless the notice of his appointment provides to the contrary, be as
effective as execution by his appointor.
99.4 An alternate Director shall cease to be an alternate Director if he
resigns or if for any reason his appointment is revoked or if his
appointor ceases to be a Director; but, if a Director retires by
rotation or otherwise but is reappointed or deemed to have been
reappointed at the meeting at which he retires, any appointment of an
alternate Director made by him which was in force immediately prior
to his retirement shall continue after his reappointment as if he had
not retired. The appointment of an alternate Director shall be
revoked on the happening of any event which, if he were a Director,
would cause him to vacate such office under these Articles. All
appointments and revocations of appointments and resignations of
alternate Directors shall be in writing and left at the Office or
delivered at a meeting of the Board, or in any other
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manner approved by the Board.
100. ALTERNATE TO BE RESPONSIBLE FOR HIS OWN ACTS AND REMUNERATION OF
ALTERNATE
An alternate Director shall be deemed an officer of the Company and
shall be subject to these Articles relating to Directors (except as
regards power to appoint an alternate and remuneration) and an
alternate Director shall not be deemed the agent of his appointor and
shall alone be responsible to the Company for his acts and defaults.
An alternate Director may contract and be interested in and benefit
from contracts or arrangements or transactions and be paid expenses
and indemnified to the same extent as if he were a Director but, save
to the extent that his appointor directs the payment to him of part
or all of the remuneration which would otherwise be payable to his
appointor, he shall not be entitled to any remuneration from the
Company for acting in that capacity.
EXECUTIVE DIRECTORS
101. EXECUTIVE DIRECTORS
101.1 The Board or any committee authorised by the Board may from time to
time appoint one or more of its body to hold any employment or
executive office with the Company (including that of a managing
director) for such period (subject to the Statutes) and on such other
terms as the Board or any committee authorised by the Board may
decide and may revoke or terminate any appointment so made. Any
revocation or termination of the appointment shall be without
prejudice to any claim for damages that the Director may have against
the Company or that the Company may have against the Director for any
breach of any contract of service between him and the Company. A
Director so appointed may be paid such remuneration (whether by way
of salary, commission, participation in profits or otherwise) in such
manner as the Board or any committee authorised by the Board may
decide and either in addition to or in place of his ordinary
remuneration as a Director.
101.2 The Board may from time to time appoint any person to any office or
employment having a descriptive designation or title including the
word "director" or attach to any existing office or employment with
the Company such a designation or title and may at any time determine
any such appointment or the use of any such designation or title. The
inclusion of the word "director" in the designation or title of any
such office or employment with the Company shall not imply that the
holder of the office is a director of the Company nor shall such
holder thereby be empowered in any respect to act as a director of
the Company or be deemed to be a director for any of the purposes of
the Statutes or these Articles.
POWERS AND DUTIES OF DIRECTORS
102. GENERAL POWERS OF THE COMPANY VESTED IN THE BOARD
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Subject to the Statutes, the Memorandum of Association of the Company
and these Articles and to any directions given by the Company in
general meeting by special resolution, the business of the Company
shall be managed by the Board which may exercise all the powers of
the Company. No alteration of the Memorandum of Association or these
Articles and no such special resolution shall invalidate any prior
act of the Board which would have been valid if that alteration had
not been made or that resolution had not been passed. The powers
given by this Article shall not be limited by any special power given
to the Board by any other Article.
DELEGATION OF DIRECTORS' POWERS
103. AGENTS
The Board may, by power of attorney or otherwise, appoint any person
to be the agent of the Company on such terms (including terms as to
remuneration) and subject to such conditions as it may decide and may
delegate to any person so appointed any of its powers, authorities
and discretions (with power to sub-delegate). The Board may remove
any person so appointed and may revoke or vary the delegation but no
person dealing in good faith and without notice of the revocation or
variation shall be affected by it. The power to delegate contained in
this Article shall be effective in relation to the powers,
authorities and discretions of the Board generally and shall not be
limited by the fact that in certain Articles, but not in others,
express reference is made to particular powers, authorities or
discretions being exercised by the Board or by committee authorised
by the Board.
104. DELEGATION TO INDIVIDUAL DIRECTORS
The Board may entrust to and confer upon a Director any of its
powers, authorities and discretions (with power to sub-delegate) upon
such terms (subject to the Statutes) and subject to such conditions
and with such restrictions as it may decide and either collaterally
with or to the exclusion of its own powers, authorities and
discretions. The Board may from time to time revoke or vary all or
any of them but no person dealing in good faith and without notice of
the revocation or variation shall be affected by it. The power to
delegate contained in this Article shall be effective in relation to
the powers, authorities and discretions of the Board generally and
shall not be limited by the fact that in certain Articles, but not in
others, express reference is made to particular powers, authorities
or discretions being exercised by the Board or by a committee
authorised by the Board.
105. DELEGATION TO COMMITTEES
105.1 The Board may delegate any of its powers, authorities and discretions
(with power to sub-delegate) to any committee consisting of such
person or persons as it thinks fit (whether a member or members of
its body or not) provided that the majority of the members of the
committee are Directors. Subject to any restriction on sub-delegation
imposed by the Board, any committee so formed may exercise its power
to sub-delegate by sub-delegating to any person or persons (whether
or not a member or members of the Board or of the committee).
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Subject to any regulations imposed on it by the Board, the
proceedings of any committee consisting of two or more members shall
be governed by the provisions in these Articles for regulating
proceedings of the Board so far as applicable except that no meeting
of that committee shall be quorate for the purpose of exercising any
of its powers, authorities or discretions unless a majority of the
committee present at the meeting are Directors. A member of a
committee shall be paid such remuneration (if any) in such manner as
the Board may decide, and, in the case of a Director, either in
addition to or in place of his ordinary remuneration as a Director.
105.2 The power to delegate contained in this Article shall be effective in
relation to the powers, authorities and discretions of the Board
generally and shall not be limited by the fact that in certain
Articles, but not in others, express reference is made to particular
powers, authorities or discretions being exercised by the Board or by
a committee authorised by the Board.
106. POWER TO ESTABLISH LOCAL BOARDS ETC.
The Board may:
106.1 establish any divisional, departmental, regional, local or area
boards, divisions or managing agencies for introducing, conducting or
managing all or any of the business or affairs of the Company, either
in the United Kingdom or elsewhere;
106.2 make regulations for the proceedings and activities of any such
establishment (but so that otherwise its proceedings shall be
governed by those of these Articles which regulate proceedings of the
Board to the extent that they are capable of applying to it);
106.3 appoint any persons (whether Directors or not) as regional directors,
local directors, divisional directors, area directors, advisory
directors, managers or agents or to serve in any other capacity in
connection with any such establishment, and may fix their
remuneration;
106.4 delegate to any such establishment and to any such appointee
(including anyone appointed before this Article was adopted) any of
the powers, authorities and discretions vested in the Board, with
power to sub-delegate;
106.5 authorise any such appointees to fill any vacancies in any such
establishment and to act notwithstanding vacancies,
provided that any such appointment or delegation shall be made upon
such terms and subject to such conditions as the Board may think fit,
and the Board may remove any persons so appointed, and may revoke,
suspend or vary any such delegation but this shall not affect the
position of any person dealing in good faith who has not had notice
that the Board has done so. No such appointee shall be a Director as
such or be entitled to be present at any meeting of the Board (except
at the request of the Board and, if present at such request, he shall
not be entitled to vote at that meeting) or have power under the
terms of this Article to enter into any contract or transact any
business on behalf of the Company except to the extent (if any)
specifically authorised by the Board.
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SPECIFIC POWERS
107. PROVISION FOR EMPLOYEES
The Board may exercise any power conferred by the Statutes to make
provision for the benefit of persons employed or formerly employed by
the Company or any of its subsidiaries in connection with the
cessation or the transfer to any person of the whole or part of the
undertaking of the Company or that subsidiary.
108. BORROWING POWERS
108.1 The Board may exercise all the powers of the Company to borrow money
and to mortgage or charge all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the
Company and, subject to the Statutes, to issue debentures and other
securities, whether outright or as collateral security, for any debt,
liability or obligation of the Company or of any third party.
108.2 The Board shall restrict the borrowings of the Company and exercise
all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary undertakings (if any) so as to
secure (but as regards subsidiary undertakings only in so far as by
the exercise of such rights or powers of control the Board can
secure) that the aggregate principal amount from time to time
outstanding of all borrowings by the Group (exclusive of borrowings
owing by one member of the Group to another member of the Group)
shall not at any time without the previous sanction of an ordinary
resolution of the Company exceed an amount equal to four times the
Adjusted Capital and Reserves.
108.3 For the purposes of this Article:
108.3.1 the "ADJUSTED CAPITAL AND RESERVES" means the aggregate of:
(a) the amount paid up on the issued share capital
of the Company;
(b) the amounts standing to the credit of the
capital and revenue reserves of the Company and
its subsidiary undertakings (including any share
premium account, capital redemption reserve,
reserves arising on a revaluation of fixed
assets or on consolidation and any credit
balance on profit and loss account);
(c) the amounts, so far as attributable to the
Company or a subsidiary undertaking, standing to
the credit of investment grants equalisation
account, deferred regional development grants
equalisation account or any other equalisation
account of a similar nature; and
(d) the amounts, so far as attributable to the
Company or a subsidiary undertaking, set aside
for the purpose of deferred tax or any other
account of a similar nature;
as shown by the then latest audited balance sheet but
after:
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(e) making such adjustments as may be appropriate to
reflect any variation in the amount of the paid
up share capital or reserves since the date of
the relevant audited balance sheet and any
variation in the amounts attributable to the
interest of the Company in the share capital of
any subsidiary undertaking and so that for this
purpose if any issue or proposed issue of
shares by a member of the Group for cash has
been underwritten then such shares shall be
deemed to have been issued and the amount
(including any premium) of the subscription
monies payable in respect thereof (not being
monies payable later than six months after the
date of allotment) shall to the extent so
underwritten be deemed to have been paid up on
the date when the issue of such shares was
underwritten (or, if such underwriting was
conditional, on the date when it became
unconditional);
(f) making such adjustments as may be appropriate in
respect of any distribution declared,
recommended or made by any member of the Group
(otherwise than to a member of the Group) out of
profits earned up to and including the date of
the audited balance sheet of the Group to the
extent that such distribution is not provided
for in such balance sheet;
(g) deducting the amount of any debit balance on
profit and loss account existing at the date of
the relevant audited balance sheet to the extent
that a deduction has not already been made on
that account;
(h) adding back sums equivalent to the amount of
goodwill arising on acquisitions of companies
and businesses remaining part of the Group at
the date of calculation and which, at that date,
had been written off against share capital and
reserves in accordance with United Kingdom
accounting practice; and
(i) making such other (if any) adjustments as the
Auditors after consultation with the Board may
consider appropriate.
108.3.2 "BORROWINGS" include not only items referred to as
borrowings in the audited balance sheet but also the
following, except in so far as otherwise taken into
account:
(a) the nominal amount of any issued share capital
and the principal amount of any debentures or
borrowed moneys of any person, the beneficial
interest in which is not for the time being
owned by a member of the Group, and the payment
or repayment of which is the subject of a
guarantee or indemnity by a member of the Group
or is secured on the assets of any member of the
Group;
(b) the outstanding amount raised by acceptances by
any bank or accepting house under any acceptance
credit opened on behalf of and in favour of any
member of the Group, not being acceptances of
trade bills for the purchase of goods or
services in the ordinary course of business;
(c) the principal amount of any debenture (whether
secured or unsecured) of a member of the Group,
which debenture is owned otherwise than by
another
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member of the Group Provided that where the
amount raised by the Company or any of its
subsidiary undertakings by the issue of any
debentures, debenture stocks, loan stocks,
bonds, notes or other indebtedness is less
than the nominal or principal amount thereof
(including for these purposes any fixed or
minimum premium payable on final redemption
or repayment but disregarding the expenses of
any such issue) the amount to be treated as
monies borrowed for the purpose of this Article
shall, so long as the nominal or principal
amount of such monies borrowed is not presently
due and payable, be the nominal or principal
amount thereof (together with any fixed or
minimum premium payable on final redemption or
repayment) but after deducting therefrom the
unexpired portion of any discount applied to
such amount in the audited balance sheet of the
Group. Any references in this Article to
debentures or monies borrowed or the nominal or
principal amount thereof shall, accordingly, be
read subject to this Article 108.3.2(c);
(d) the principal amount of any preference share
capital of any subsidiary undertaking owned
otherwise than by a member of the Group;
(e) any fixed or minimum premium payable on the
repayment of any borrowing or deemed borrowing;
and
(f) the capital value of any financial lease
required to be capitalised and treated as a
liability in the audited balance sheet by any
applicable accounting standard (as defined in
section 256 of the Act) from time to time in
force;
but do not include:
(g) monies borrowed by a member of the Group for the
purpose of repaying the whole or any part of any
borrowings of such member of the Group or any
other member of the Group for the time being
outstanding and so to be applied within six
months of being so borrowed, pending their
application for such purpose within such period;
(h) monies borrowed by a member of the Group for the
purpose of financing any contract in respect of
which any part of the price receivable by that
member or any other member of the Group is
guaranteed or insured by the Export Credits
Guarantee Department, or by any other
governmental department or agency fulfilling a
similar function, up to an amount equal to that
part of the price receivable under the contract
which is so guaranteed or insured;
(i) for a period of twelve months from the date upon
which a company becomes a member of the Group,
an amount equal to the monies borrowed by such
company outstanding at the date when it becomes
such a member provided always that monies
borrowed by the Group (including monies
otherwise excluded by the application of this
sub-paragraph) must not exceed an amount equal
to five times the Adjusted Capital and Reserves;
and
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(j) an amount equal to the minority proportion of
monies borrowed by a partly owned subsidiary of
the Group (after excluding any monies borrowed
owing between members of the Group) except to
the extent that such monies borrowed are
guaranteed by the Company or any wholly owned
subsidiary undertaking of the Company. For
these purposes the minority proportion shall
be the proportion of the issued equity share
capital of such partly owned subsidiary which
is not for the time being beneficially owned
within the Group. Monies borrowed by a member
of the Group from a partly owned subsidiary of
the Group which would fall to be excluded as
being monies borrowed owing between members of
the Group shall nevertheless be included to the
extent of an amount equal to such minority
proportion of such monies borrowed; and
(k) sums advanced or paid to any member of the Group
(or its agents or nominee) by customers of any
member of the Group as unexpended customer
receipts or progress payments pursuant to any
contract between such customer and a member of
the Group in relation thereto;
provided that, in calculating borrowings under this Article
there shall be credited (subject, in the case of any item
held or deposited by a partly owned subsidiary undertaking,
to the exclusion of a proportion thereof equal to the
proportion of the issued equity share capital of the partly
owned subsidiary undertaking which is not attributable to
the Company or any subsidiary undertaking of the Company)
against the amount of any monies borrowed the aggregate of:
(i) cash in hand of the Group; and
(ii) cash deposits and the balance on each
current account of the Group with
banks in the United Kingdom and/or
elsewhere if the remittance of the
cash to the United Kingdom is not
prohibited by any law, regulation,
treaty or official directive; and
(iii) the amount of all assets ("short term
assets") as might be included in
"Investments - short term loans and
deposits" in a consolidated balance
sheet of the Group prepared as at the
date of the relevant calculation in
accordance with the principles with
which the then latest audited balance
sheet was produced; and
(iv) the amount of any cash or short term
assets securing the repayment by the
Group of any amount borrowed by the
Group deposited or otherwise placed
with the trustee or similar entity in
respect of the relevant borrowing; and
108.3.3 where the aggregate principal amount of borrowings required
to be taken into account for the purposes of this Article
on any particular date is being ascertained:
(a) monies borrowed by the Company or any subsidiary
undertaking expressed in or calculated by
reference to a currency other than sterling
shall be converted into sterling by reference to
the rate of exchange used for the
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conversion of such currency in preparation of
the audited balance sheet which forms the basis
of the calculation of the Adjusted Capital and
Reserves or, if such calculation did not involve
the relevant currency, by reference to the rate
of exchange or approximate rate of exchange
ruling as at the date of the aforesaid audited
balance sheet as the Auditors may consider
appropriate for this purpose; and
(b) if under the terms of any borrowing, the amount
of money that would be required to discharge the
principal amount of such borrowing in full if it
fell to be repaid (at the option of the Company
or by reason of default) on such date is less
than the amount that would otherwise be taken
into account in respect of such borrowing for
the purpose of this Article, the amount of such
borrowing to be taken into account for the
purpose of this Article shall be such lesser
amount;
108.3.4 "AUDITED BALANCE SHEET" means the audited balance sheet of
the Company prepared for the purposes of the Statutes or,
if an audited consolidated balance sheet of the Company and
its subsidiary undertakings (with such exceptions as may be
permitted in the case of a consolidated balance sheet
prepared for the purposes of the Statutes) has been
prepared for those purposes for the same financial year,
means that audited consolidated balance sheet in which
event all references to reserves and profit and loss
account shall be deemed to be references to consolidated
reserves and consolidated profit and loss account
respectively and there shall be excluded any amounts
attributable to outside interests in subsidiary
undertakings;
108.3.5 the Company may from time to time change the accounting
convention on which the audited balance sheet is based,
provided that any new convention adopted complies with the
requirements of the Statutes; if the Company should prepare
its main audited balance sheet on the basis of one such
convention, but a supplementary audited balance sheet or
statement on the basis of another, the main audited balance
sheet shall be taken as the audited balance sheet for the
purposes of this Article;
108.3.6 no amount shall be taken into account more than once in the
same calculation; and
108.3.7 the "GROUP" means the Company and its subsidiary
undertakings (if any) other than those subsidiary
undertakings authorised or required to be excluded from
consolidation in the Company's group accounts pursuant to
section 229 of the Act.
108.4 The report or opinion of the Auditors as to the amount of the
Adjusted Capital and Reserves at any time shall be conclusive and
binding on all concerned. Nevertheless the Board may act in reliance
on a bona fide estimate of the amount of the Adjusted Capital and
Reserves at any time and if in consequence the limit contained in
this Article is inadvertently exceeded an amount of borrowings equal
to the excess may be disregarded until the expiration of three months
after the date on which by reason of a report or opinion of the
Auditors or otherwise the Board became aware that such a situation
has or may have arisen.
108.5 Notwithstanding the foregoing, no lender or other person dealing with
the Company shall be concerned to see or inquire whether the limit
imposed by this Article is observed and no
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borrowing incurred or security given in excess of such limit shall be
invalid or ineffectual, except in the case of express notice to the
lender or the recipient of the security at the time when the
borrowing was incurred or the security given that the limit imposed
by this Article had been or was thereby exceeded.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
109. NUMBER TO RETIRE BY ROTATION
109.1 Subject to the second paragraph of this Article, at every annual
general meeting one-third of the Directors or, if their number is not
three or a multiple of three, the number which is nearest to but not
greater than one-third (unless there are fewer than three Directors,
in which case one of those Directors) shall retire. Subject to the
Statutes and these Articles, the Directors to retire by rotation on
each occasion (both as to number and identity) shall be determined by
the composition of the Board at start of business on the date of the
notice convening the annual general meeting and shall comprise:
first, any Director who wishes to retire and not to offer himself for
re-election; and secondly, those who have been longest in office
since their last appointment or reappointment (but as between persons
who became or were last reappointed Directors on the same day, those
to retire shall be determined by lot or as the Directors concerned
may agree among themselves). No Director shall be required to retire
or be relieved from retiring by reason of any change in the number or
identity of the Directors after that time on the date of the notice
but before the close of the meeting.
109.2 In addition, any Director not otherwise required to retire at an
annual general meeting shall do so unless he was appointed or
re-appointed as a Director at either of the last two annual general
meetings before that meeting.
110. POSITION OF RETIRING DIRECTOR
Subject to these Articles, the Company at the meeting at which a
Director retires may fill the vacated office and, in default, the
retiring Director shall, if willing to act, be deemed to have been
reappointed unless at the meeting it is resolved not to fill the
vacancy or unless a resolution for the reappointment of the Director
is put to the meeting and lost. If he is not reappointed or deemed to
be reappointed, he shall retain office until the meeting appoints
someone in his place or, if it does not do so, until the end of the
meeting.
111. ELIGIBILITY FOR APPOINTMENT AS A DIRECTOR
No person other than a Director retiring, whether by rotation or
otherwise, shall be appointed or reappointed a Director at any
general meeting unless:
111.1 he is recommended by the Board; or
111.2 not less than seven nor more than 42 clear days before the day
appointed for the meeting, notice executed by a member qualified to
vote at the meeting (not being the person to be
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proposed) has been delivered to the Office of the intention to
propose that person for appointment or reappointment stating the
particulars which would, if he were so appointed or reappointed, be
required to be included in the Company's register of Directors
together with notice executed by that person of his willingness to
be appointed or reappointed.
112. POWER OF THE COMPANY TO APPOINT DIRECTORS
Subject to these Articles, the Company may by ordinary resolution
appoint any person who is willing to act to be a Director, either to
fill a vacancy on or as an addition to the existing Board, but so
that the total number of Directors shall not at any time exceed any
maximum number fixed by or in accordance with these Articles. A
resolution for the appointment of two or more persons as Directors by
a single resolution shall be void unless a resolution that it shall
be so proposed has first been agreed to by the meeting without any
vote being given against it.
113. POWER OF THE BOARD TO APPOINT DIRECTORS
Without prejudice to the power of the Company in general meeting
under these Articles to appoint any person to be a Director, the
Board may appoint a person who is willing to act to be a Director,
either to fill a vacancy or as an addition to the existing Board, but
so that the total number of Directors shall not at any time exceed
any maximum number fixed by or in accordance with these Articles. Any
Director so appointed shall hold office only until the next following
annual general meeting and shall not be taken into account in
determining the Directors or the number of Directors who are to
retire by rotation at the meeting. If not reappointed at such annual
general meeting, he shall vacate office at the conclusion of the
meeting.
114. COMPANY'S POWER TO REMOVE A DIRECTOR AND APPOINT ANOTHER IN HIS PLACE
In addition to any power conferred by the Statutes, the Company may
by an ordinary resolution remove any Director before the expiration
of his period of office and may, subject to these Articles, by
ordinary resolution appoint another person who is willing to act to
be a Director in his place. Any person so appointed shall be treated,
for the purposes of determining the time at which he or any other
Director is to retire, as if he had become a Director on the day on
which the person in whose place he is appointed was last appointed or
reappointed a Director.
115. VACATION OF OFFICE BY DIRECTORS
Without prejudice to the provisions for retirement by rotation or
otherwise contained in these Articles, the office of a Director shall
be vacated if:
115.1 he resigns his office by notice delivered to the Office or tendered
at a meeting of the Board;
115.2 he becomes bankrupt or makes any arrangement or composition with his
creditors generally;
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115.3 he is or has been suffering from mental ill health or becomes a
patient for any purpose of any statute relating to mental health and
the Board resolves that his office is vacated;
115.4 without the permission of the Board, he is absent from meetings of
the Board for six consecutive months (whether or not an alternate
appointed by him attends) and the Board resolves that his office is
vacated;
115.5 he ceases to be a Director by virtue of the Statutes or is prohibited
by law from being a Director or is removed from office under these
Articles;
115.6 his resignation is requested by all other Directors (provided those
Directors are not less than three in number) by notice delivered to
the Office or tendered at a meeting of the Board and, for this
purpose, like notices each signed by a Director shall be as effective
as a single notice signed by all the Directors; or
115.7 his contract of service as a Director expires or is terminated
without being renewed within 14 days.
116. DIRECTOR NOT TO RETIRE ON ACCOUNT OF AGE
No person shall be disqualified from being appointed a Director, and
no Director shall be required to vacate that office, by reason only
of the fact that he has attained the age of 70 years or any other age
nor shall it be necessary by reason of his age to give special notice
under the Statutes of any resolution. Where the Board convenes any
general meeting of the Company at which (to the knowledge of the
Board) a Director will be proposed for appointment or reappointment
who will have attained the age of 70 years or more at the date for
which the meeting is convened, the Board shall give notice of his age
in years in the notice convening the meeting or in any document
accompanying the notice, but the accidental omission to do so shall
not invalidate any proceedings, or any appointment or reappointment
of that Director, at that meeting.
DIRECTORS' INTERESTS
117. CONTRACTS BETWEEN A DIRECTOR AND THE COMPANY OR A COMPANY IN WHICH
THE COMPANY IS INTERESTED
117.1 A Director who, to his knowledge, is in any way, whether directly or
indirectly, interested in a contract with the Company shall declare
the nature of his interest at the meeting of the Board at which the
question of entering into the contract is first taken into
consideration if he knows his interest then exists or, in any other
case, at the first meeting of the Board after he knows that he is or
has become so interested. A general notice to the Board by a Director
to the effect that:
117.1.1 he is a member of a specified company or firm and is to be
regarded as interested in any contract which may after the
date of the notice be made with that company or firm; or
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117.1.2 he is to be regarded as interested in any contract which
may after the date of the notice be made with a specified
person who is connected with him,
shall be deemed to be a sufficient declaration of interest under this
Article in relation to any such contract.
For the purposes of this Article 117.1:
117.1.3a general notice given to the Board that a Director is to be
regarded as having an interest of the nature and extent
specified in the notice in any contract in which a
specified person or class of persons is interested shall be
deemed to be a disclosure that the Director has an interest
in any such contract of the nature and extent so specified;
and
117.1.4 an interest of which a Director has no knowledge and of
which it is unreasonable to expect him to have knowledge
shall not be treated as his interest.
117.2 Subject to the Statutes, and provided that a Director has disclosed
to the Board the nature and extent of his material interest, that
Director notwithstanding his office:
117.2.1 may hold any other office or place of profit with the
Company (except that of Auditor) in conjunction with
the office of Director and may act by himself or through
his firm in a professional capacity for the Company
(otherwise than as Auditor) and in either such case on
such terms as to remuneration (whether by way of salary,
commission, participation in profits or otherwise) and
otherwise as the Board may determine; any such remuneration
shall be either in addition to or in lieu of any
remuneration provided for, by or pursuant to any other
Article;
117.2.2 may be a party to, or otherwise interested in, any contract
with the Company or in which the Company is otherwise
interested;
117.2.3 may be a director or other officer of, or employed by, or a
party to any contract with, or otherwise interested in, any
body corporate promoted by the Company or in which the
Company is otherwise interested or as regards which the
Company has any powers of appointment; and
117.2.4 shall not, by reason of his office, be accountable to the
Company for any remuneration or benefit which he derives
from any such office or employment or from any such
contract or from any interest in such body corporate and no
such office, employment or contract shall be liable to be
avoided on the ground of any such interest or benefit.
117.3 The Board may cause any voting power conferred by the shares in any
other company held or owned by the Company or any power of
appointment to be exercised in such manner in all respects as it
thinks fit, including the exercise of either of such powers in favour
of a resolution appointing the Directors, or any of them, to be
directors or officers of the other company, or in favour of the
payment of remuneration to the directors or officers of the other
company.
117.4 Save as otherwise provided by these Articles, a Director shall not
vote on, or be counted in the
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quorum in relation to, any resolution of the Board or of a committee
of the Board concerning any matter in which he has to his knowledge,
directly or indirectly, an interest (other than his interest in
shares or debentures or other securities of, or otherwise in or
through, the Company) or duty which (together with any interest of a
person connected with him within the meaning of section 346 of the
Act) is material and, if he shall do so, his vote shall not be
counted. A Director shall be entitled to vote on and be counted in
the quorum in respect of any resolution concerning any of the
following matters:
117.4.1 the giving to him of any guarantee, security or indemnity
in respect of money lent or obligations incurred by him or
by any other person at the request of or for the benefit
of, the Company or any of its subsidiary undertakings;
117.4.2 the giving by the Company of any guarantee, security or
indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiary
undertakings for which he himself has assumed
responsibility in whole or in part and whether alone or
jointly with others under a guarantee or indemnity or by
the giving of security;
117.4.3 his subscribing or agreeing to subscribe for, or purchasing
or agreeing to purchase, any shares, debentures or other
securities of the Company or any of its subsidiary
undertakings as a holder of securities, or his being, or
intending to become, a participant in the underwriting or
sub-underwriting of an offer of any such shares,
debentures, or other securities by the Company or any of
its subsidiary undertakings for subscription, purchase or
exchange;
117.4.4 any contract concerning any company not being a company in
which the Director owns one per cent. or more (as defined
in this Article), or in which he is interested, directly or
indirectly, and whether as an officer, shareholder,
creditor or otherwise;
117.4.5 any arrangement for the benefit of employees of the Company
or any of its subsidiary undertakings under which he
benefits in a similar manner as the employees and which
does not accord to any Director as such any privilege or
advantage not accorded to the employees to whom the
arrangement relates; and
117.4.6 any contract concerning any insurance which the Company is
empowered to purchase or maintain for, or for the benefit
of, any Directors or for persons who include Directors.
117.5 A Director shall not vote on, or be counted in the quorum in relation
to, any resolution of the Board concerning his own appointment, or
the settlement or variation of the terms or the termination of his
own appointment, as the holder of any office or place of profit with
the Company or any company in which the Company is interested but,
where proposals are under consideration concerning the appointment,
or the settlement or variation of the terms or the termination of
the appointment, of two or more Directors to offices or places of
profit with the Company or any company in which the Company is
interested, a separate resolution may be put in relation to each
Director and in that case each of the Directors concerned shall
be entitled to vote on and be counted in the quorum in relation to
each resolution which does not concern either: (a) his own
appointment or the settlement or variation of the terms or the
termination of his own appointment; or (b) the appointment of another
Director to an office
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or place of profit with a company in which the Company is interested
and in which the Director seeking to vote or be counted in the
quorum is interested by virtue of owning of one per cent. or more
(as defined in this Article).
117.6 A company shall be deemed to be a company in which a Director owns
one per cent. or more if and so long as he is directly or indirectly
the holder of or beneficially interested in one per cent. or more of
any class of the equity share capital of such company or of the
voting rights available to members of such company. For this purpose,
there shall be disregarded any shares held by a Director as bare or
custodian trustee and in which he has no beneficial interest, any
shares comprised in a trust in which the Director's interest is in
reversion or remainder (if and so long as some other person is
entitled to receive the income from such trust) and any shares
comprised in an authorised unit trust scheme in which the
Director is interested only as a unit holder.
117.7 Where a company in which a Director owns one per cent. or more is
materially interested in a contract, he shall also be deemed to be
materially interested in that contract.
117.8 For the purposes of this Article, an interest of a person who is, for
any purpose of the Statutes (excluding any statutory modification
thereof not in force when this Article becomes binding on the
Company), connected (which word shall have the meaning given to it by
section 346 of the Act) with a Director shall be treated as an
interest of the Director and, in relation to an alternate director,
an interest of his appointor shall be treated as an interest of the
alternate director without prejudice to any interest which the
alternate director has otherwise.
117.9 References in this Article to a contract include references to any
proposed contract and to any transaction or arrangement whether or
not constituting a contract.
117.10 If any question shall arise at any meeting of the Board as to the
materiality of the interest of a Director (other than the chairman of
the meeting) or as to the entitlement of any Director (other than the
chairman of the meeting) to vote or be counted in the quorum and the
question is not resolved by his voluntarily agreeing to abstain from
voting or not to be counted in the quorum, the question shall be
referred to the chairman of the meeting and his ruling in relation to
the Director concerned shall be conclusive except in a case where the
nature or extent of his interest (so far as it is known to the
Director) has not been fairly disclosed to the Board. If any question
shall arise in respect of the chairman of the meeting, the question
shall be decided by resolution of the Board (for which purpose the
chairman shall be counted in the quorum but shall not vote on the
matter) and the resolution shall be conclusive except in a case where
the nature or extent of the interest of the chairman of the meeting
(so far as it is known to him) has not been fairly disclosed to the
Board.
DIRECTORS' GRATUITIES AND PENSIONS
118. DIRECTORS' GRATUITIES AND PENSIONS
The Board or any committee authorised by the Board may exercise all
the powers of the Company to provide benefits, whether by the payment
of gratuities, pensions, annuities,
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allowances, bonuses or by insurance or otherwise, for any Director
or former Director who holds or who has held but no longer holds any
executive office, other office, place of profit or employment with
the Company or with any body corporate which is or has been a
subsidiary undertaking of the Company or a predecessor in business of
the Company or of any such subsidiary undertaking, and for any member
of his family (including a spouse and a former spouse) or any person
who is or was dependent on him, and may (as well before as after he
ceases to hold such office, place of profit or employment) establish,
maintain, support, subscribe to and contribute to any scheme trust or
fund for the benefit of all or any such persons and pay premiums for
the purchase or provision of any such benefits. The Board or any
committee authorised by the Board may procure any of these matters to
be done by the Company either alone or in conjunction with any other
person. No Director or former Director shall be accountable to the
Company or the members for any benefit provided pursuant to this
Article and the receipt of any such benefit shall not disqualify any
person from being or becoming a Director.
PROCEEDINGS OF THE BOARD
119. BOARD MEETINGS
The Board may meet for the despatch of business, adjourn and
otherwise regulate its meetings as it thinks fit. A Director may, and
the Secretary on the requisition of a Director shall, convene a
meeting of the Board.
120. NOTICE OF BOARD MEETINGS
Notice of a Board meeting shall be deemed to be properly given to a
Director if it is given to him personally or by word of mouth or sent
in writing to him or transmitted to him by electronic mail at his
last known address or any other address given by him to the Company
for this purpose. A Director absent or intending to be absent from
the United Kingdom may request the Board that notices of Board
meetings shall during his absence be sent in writing to him at an
address given by him to the Company for this purpose, but such
notices need not be given any earlier than notices given to Directors
not so absent and in the absence of any such request it shall not be
necessary to give notice of a Board meeting to any Director who is
for the time being absent from the United Kingdom. A Director may
waive notice of any meeting either before or after the meeting.
121. VOTING
Questions arising at a meeting shall be decided by a majority of
votes. In the case of an equality of votes, the chairman shall have a
second or casting vote.
122. QUORUM
The quorum necessary for the transaction of the business of the Board
may be fixed by the Board and unless so fixed at any other number
shall be two. Subject to these Articles, any
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Director who ceases to be a Director at a Board meeting may continue
to be present and to act as a Director and be counted in the quorum
until the termination of the Board meeting if no other Director
objects and if otherwise a quorum of Directors would not be present.
123. NUMBER OF DIRECTORS BELOW MINIMUM NUMBER
The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies on the Board, but, if the number of
Directors is less than the minimum number fixed by or in accordance
with these Articles, the continuing Directors or Director may act
only for the purpose of filling vacancies on the Board or of
convening a general meeting of the Company. If there are no Directors
or Director able or willing to act, then any two members may call a
general meeting of the Company for the purpose of appointing
Director(s).
124. APPOINTMENT OF CHAIRMAN
The Board may appoint a Director to be the chairman of the Board and
may at any time remove him from that office. Unless he is unwilling
to do so, the Director so appointed shall preside at every meeting of
the Board at which he is present. But if there is no Director holding
that office, or if the Director holding it is unwilling to preside or
is not present within five minutes after the time appointed for the
meeting, the Directors present may appoint one of their number to be
chairman of the meeting.
125. COMPETENCE OF THE BOARD
A meeting of the Board at which a quorum is present shall be
competent to exercise all powers, authorities and discretions for the
time being vested in or exercisable by the Board.
126. PARTICIPATION IN MEETINGS BY TELEPHONE
All or any of the members of the Board or of any committee of the
Board may participate in a meeting of the Board or that committee by
means of a video conference or conference telephone or any other
communication equipment which allows all persons participating in the
meeting to hear and speak to each other. A person so participating
shall be deemed to be present in person at the meeting and shall be
entitled to vote or be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of
those participating is assembled, or, if there is no such group,
where the chairman of the meeting is and shall be deemed to be a
meeting even if there is only one person physically present where it
is deemed to take place.
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127. WRITTEN RESOLUTIONS
A resolution in writing signed by all the Directors entitled to
receive notice of a meeting of the Board (if that number is
sufficient to constitute a quorum) or by all the members of a
committee of the Board shall be as valid and effectual as if it had
been passed at a meeting of the Board or that committee duly convened
and held and may be contained in one document (or in several
documents in all substantial respects in like form) each signed by
one or more of the Directors or members of that committee. Any such
document may be constituted by letter, facsimile, electronic copies
or otherwise as the Board may from time to time resolve.
128. COMPANY BOOKS
The Board shall cause minutes to be made in books kept for the
purpose of recording:
128.1.1 all appointments of officers made by the Board;
128.1.2 all proceedings at meetings of the Company, of the holders
of any class of shares in the Company and of the Board and
of committees of the Board, including the names of the
Directors or members of a committee of the Board present at
each such meeting.
Subject to the Statutes, any such minutes if purporting to be signed
by the chairman of the meeting at which the appointments were made or
proceedings held or by the chairman of the next succeeding meeting,
shall be sufficient evidence of the facts therein stated without any
further proof.
129. VALIDITY OF ACTS OF THE BOARD OR A COMMITTEE
All acts done by the Board or by a committee of the Board, or by a
person acting as a Director or member of a committee of the Board
shall, notwithstanding that it is afterwards discovered that there
was some defect in the appointment of any Director, member of a
committee of the Board, or person acting as a Director, or that any
of them were disqualified from holding office, or had vacated office,
or were not entitled to vote, be as valid as if each such person had
been duly appointed and was qualified and had continued to be a
Director or member of the committee and had been entitled to vote.
SECRETARY
130. APPOINTMENT AND REMOVAL OF COMPANY SECRETARY
Subject to the Statutes, the Secretary shall be appointed by the
Board at such remuneration and upon such terms as it thinks fit and
any Secretary so appointed may be removed by the Board.
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THE SEAL
131. USE OF SEAL
131.1 The Seal shall only be used by the authority of the Board or of a
committee authorised by the Board in that behalf. The Board or any
such committee may determine who shall sign any instrument to which
the Seal is affixed and unless otherwise so determined it shall be
signed by one Director and the Secretary or by two Directors, and any
instrument to which an official seal is applied need not, unless the
Board for the time being otherwise decides or the law otherwise
requires, be signed by any person.
131.2 Notwithstanding the provisions of Article 105, a committee authorised
by the Board for the purposes of Article 131.1 may consist entirely
or in any proportion of persons other than Directors. Except in
relation to the provisions covering the proportion of members of a
committee who must be Directors and the related quorum restrictions,
the provisions of Article 105 shall apply to such a committee.
132. EXECUTION AS A DEED WITHOUT SEALING
Where the Statutes so permit, any instrument signed by one Director
and the Secretary or by two Directors and expressed to be executed by
the Company shall have the same effect as if executed under the Seal,
provided that no instrument shall be so signed which makes it clear
on its face that it is intended by the person or persons making it to
have effect as a deed without the authority of the Board or of a
committee authorised by the Board in that behalf.
133. OFFICIAL SEAL
The Company may exercise the powers conferred by the Statutes with
regard to having an official seal for use abroad, and such powers
shall be vested in the Board.
DIVIDENDS
134. COMPANY MAY DECLARE DIVIDENDS
Subject to the Statutes, the Company may by ordinary resolution
declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount recommended by the
Board. Subject to the Statutes, any determination by the Board of the
amount of profits at any time available for distribution shall be
conclusive.
135. BOARD MAY PAY INTERIM DIVIDENDS AND FIXED DIVIDENDS
Subject to the Statutes, the Board may pay interim dividends if it
appears to the Board that they are justified by the financial
position of the Company. If the share capital of the Company is
divided into different classes, the Board may pay interim dividends
on shares which confer
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deferred or non-preferred rights to dividends as well as on shares
which confer preferential or special rights to dividends, but no
interim dividend shall be paid on shares carrying deferred or
non-preferred rights if, at the time of payment, any preferential
dividend is in arrears. The Board may also pay at intervals settled
by it any dividend payable at a fixed date if it appears to the Board
that the financial position of the Company justifies the payment. If
the Board acts in good faith, it shall not incur any liability to
the holders of shares conferring preferred rights for any loss which
they may suffer by reason of the lawful payment of an interim
dividend on any shares having deferred or non-preferred rights.
136. CALCULATION AND CURRENCY OF DIVIDENDS
Except in so far as the rights attaching to any share otherwise
provide, all dividends shall be declared and paid according to the
amounts paid up on the shares on which the dividend is paid, but (for
the purposes of this Article only) no amount paid up on a share in
advance of calls shall be treated as paid up on the share. All
dividends shall be apportioned and paid proportionately to the
amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid; but, if any share is
issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
Dividends may be declared or paid in any currency and the Board may
agree with any member that dividends which may at any time or from
time to time be declared or become due on his shares in one currency
shall be paid or satisfied in another, and may agree the basis of
conversion to be applied and how and when the amount to be paid in
the other currency shall be calculated and paid and for the Company
or any other person to bear any costs involved.
137. WAIVER OF DIVIDENDS
The waiver in whole or in part of any dividend on any share by any
document (whether or not under seal) shall be effective only if such
document is signed by the relevant member (or the person becoming
entitled by transmission to the share) and delivered to the Company
and if or to the extent that it is accepted as such or acted upon by
the Company.
138. NON-CASH DIVIDENDS
A general meeting declaring a dividend may, upon the recommendation
of the Board, by ordinary resolution direct that it shall be
satisfied wholly or partly by the distribution of assets and, in
particular, of paid-up shares or debentures of any other company and,
where any difficulty arises concerning such distribution, the Board
may settle it as the Board thinks expedient and in particular may
issue fractional certificates or, subject to the Statutes and, in the
case of shares held in uncertificated form, the system's rules,
authorise and instruct any person to sell and transfer any fractions
or may ignore fractions altogether, and may fix the value for
distribution of any assets and may determine that cash shall be paid
to any member upon the basis of the value so fixed in order to secure
equality of distribution and may vest any assets to be distributed in
trustees as the Board may consider expedient.
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139. SCRIP DIVIDENDS
Subject to the Statutes, the Board may, if authorised by an ordinary
resolution of the Company, offer the holders of ordinary shares
(subject to such exclusions or other arrangements as the Board may
consider necessary or expedient in relation to any legal or practical
problems under the laws of any overseas territory or the requirements
of any regulatory body or stock exchange) the right to elect to
receive new ordinary shares, credited as fully paid, instead of cash
for all or part (as determined by the Board) of the dividend
specified by the ordinary resolution. The following provisions shall
apply:
139.1 an ordinary resolution may specify a particular dividend or dividends
(whether or not already declared), or may specify all or any
dividends declared within a specified period, but such period may not
end later than the fifth anniversary of the date of the meeting at
which the ordinary resolution is passed;
139.2 the basis of allotment to each holder of ordinary shares shall be
such number of new ordinary shares credited as fully paid as have a
value as nearly as possible equal to (but not greater than) the
amount of the dividend (disregarding any tax credit) which he has
elected to forego. For this purpose, the "VALUE" of an ordinary share
shall be deemed to be whichever is the greater of its nominal value
and the average of the middle market quotations for the Company's
ordinary shares on the London Stock Exchange as derived from the
Daily Official List on the day on which the shares are first quoted
"ex" the relevant dividend and the four subsequent dealing days or in
such other manner as may be determined by or in accordance with the
ordinary resolution. An opinion or report by the Auditors as to the
amount of the value in respect of any dividend shall be conclusive
evidence of that amount;
139.3 no fraction of an ordinary share shall be allotted and if any holder
of ordinary shares would otherwise be entitled to fractions of a
share, the Board may deal with the fractions as it thinks fit;
139.4 the Board shall not proceed with any election unless the Company has
sufficient unissued shares authorised for issue and sufficient
reserves or funds which may be capitalised to give effect to the
election following the Board's determination of the basis of
allotment;
139.5 on or as soon as practicable after announcing that the Board is to
declare or recommend any dividend, the Board, if it intends to offer
an election for that dividend, shall also announce that intention and
having determined the basis of allotment, shall notify the holders of
ordinary shares (other than any in relation to whom an election
mandate in accordance with this Article is subsisting) in writing of
the right of election offered to them, and shall send with, or
following, such notification, forms of election and shall specify the
procedure to be followed and place at which, and the latest date and
time by which, duly completed forms of election must be lodged in
order to be effective;
139.6 the dividend (or that part of the dividend in respect of which a
right of election has been offered) shall not be payable on ordinary
shares in respect of which an election has been duly made (the
"ELECTED SHARES") and instead additional ordinary shares shall be
allotted to the holders of the elected shares on the basis of
allotment so determined. For such purpose, the Board shall
capitalise, out of any amount standing to the credit of any reserve
or fund
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(including the profit and loss account), whether or not the same
is available for distribution, as the Board may determine, a sum
equal to the aggregate nominal amount of the additional ordinary
shares to be allotted on that basis and apply it in paying up in full
the appropriate number of unissued ordinary shares for allotment and
distribution to the holders of the elected shares on that basis;
139.7 the additional ordinary shares so allotted shall be allotted as of
the record date for the dividend for which the right of election has
been offered and shall rank pari passu in all respects with the fully
paid ordinary shares then in issue except that they will not rank for
the dividend or other distribution entitlement in respect of which
they have been issued. Unless the Board otherwise determines (and
subject always to the Regulations and the relevant system's rules),
the ordinary shares so allotted shall be issued as shares in
certificated form (where the ordinary shares in respect of which they
have been allotted were in certificated form at the Scrip Record
Time) or as shares in uncertificated form (where the ordinary shares
in respect of which they have been allotted were in uncertificated
form at the Scrip Record Time) provided that if the Company is unable
under the relevant system's rules to issue ordinary shares in
uncertificated form to any person, such shares shall be issued as
shares in certificated form. For these purposes, the "SCRIP RECORD
TIME" means such time on the record date for determining the
entitlements of members to make elections as described in this
Article, or on such other date as the Board may in its absolute
discretion determine.
139.8 The Board may establish or vary a procedure for election mandates
whereby a holder of ordinary shares may elect concerning future
rights of election offered to that holder under this Article until
the election mandate is revoked following that procedure.
139.9 The Board may exclude from any offer any holders of ordinary shares
if it believes that it is necessary or expedient to do so in relation
to any legal or practical problems under the laws of, or the
requirements of any regulatory body or stock exchange or other
authority in, any territory or that for any other reason the offer
should not be made to them.
140. ENHANCED SCRIP DIVIDENDS
140.1 Without prejudice to the generality of the immediately preceding
Article, the Board may, in respect of any cash dividend or other
distribution (or any part thereof) declared or payable in relation to
any financial year or period of the Company, offer to each holder of
ordinary shares the right to elect to receive new ordinary shares,
credited as fully paid, in respect of the whole or part of the
ordinary shares held by them instead of such cash dividend, on any
basis described in that Article but so that the entitlement of each
holder of ordinary shares to such new ordinary shares shall be
determined by the Board such that the value (determined on the basis
decided on by the Board) of the new ordinary shares concerned may
exceed the cash amount that such holders of ordinary shares would
otherwise have received by way of dividend and, in respect of such
offer, that Article shall take effect subject to this Article. Any
offer made under this Article shall be an alternative to any offer
made under that Article in respect of a particular cash dividend (but
shall form part of any plan which is in operation thereunder).
140.2 Any exercise by the Board of the powers granted to the Board by this
Article shall be subject to a special resolution approving the
exercise of such powers in respect of the dividend in
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question or in respect of any dividends or other distributions
declared or payable in respect of a specified financial year or
period of the Company which include the dividend in question but such
year or period may not end later than the conclusion of the annual
general meeting next following the date of the meeting at which such
resolution is passed. No further sanction shall be required under the
immediately preceding Article in respect of an exercise of powers by
the Board under this Article and any authority granted under this
Article shall not preclude the granting to the Board of a separate
authority under that Article.
141. RIGHT TO DEDUCT AMOUNTS DUE ON SHARES FROM DIVIDENDS
The Board may deduct from any dividend or other moneys payable in
respect of a share to a member all sums of money (if any) presently
payable by him to the Company on account of calls or otherwise in
respect of shares of the Company.
142. NO INTEREST ON DIVIDENDS
No dividend or other moneys payable in respect of a share shall bear
interest against the Company unless otherwise provided by the rights
attached to the share.
143. PAYMENT PROCEDURE
143.1 All dividends and interest shall belong and be paid (subject to any
lien of the Company) to those members whose names shall be on the
Register at the date at which such dividend shall be declared or at
the date on which such interest shall be payable respectively, or at
such other date as the Company by ordinary resolution or the Board
may determine notwithstanding any subsequent transfer or transmission
of shares.
143.2 The Company may pay any dividend, interest or other monies payable in
cash in respect of shares by direct debit, bank transfer, cheque,
dividend warrant, money order or by any other method (including by
electronic means) as the Board may consider appropriate.
143.3 Every such cheque, warrant or order shall be made payable to the
person to whom it is sent, or to such other person as the holder or
the joint holders may in writing direct, and may be sent by post or
equivalent means of delivery directed to the registered address of
the holder or, in the case of joint holders, to the registered
address of the joint holder whose name stands first in the Register,
or to such person and to such address as the holder or joint holders
may in writing direct.
143.4 Every such payment made by direct debit or bank transfer shall be
made to the holder or joint holders or to or through such other
person as the holder or joint holders may in writing direct.
143.5 In respect of shares in uncertificated form, where the Company is
authorised to do so by or on behalf of the holder or joint holders in
such manner as the Board shall from time to time consider sufficient,
the Company may pay any such dividend, interest or other monies by
means of the relevant system. Every such payment shall be made in
such manner as may be
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consistent with the system's rules and, without prejudice to the
generality of the foregoing, may include the sending by the Company
or by any person on its behalf of an instruction to the Operator of
the relevant system to credit the cash memorandum account of the
holder or joint holders or, if permitted by the Company, of such
person as the holder or joint holders may in writing direct.
143.6 The Company shall not be responsible for any loss of any such cheque,
warrant or order and any payment made in any manner permitted by
these Articles shall be at the sole risk of the holder or joint
holders. Without prejudice to the generality of the foregoing, if any
such cheque, warrant or order has been, or is alleged to have been,
lost, stolen or destroyed, the Board may, on request of the person
entitled thereto, issue a replacement cheque, warrant or order
subject to compliance with such conditions as to evidence and
indemnity and the payment of out of pocket expenses of the Company in
connection with the request as the Board may think fit.
143.7 The issue of such cheque, warrant or order, the collection of funds
from or transfer of funds by a bank in accordance with such direct
debit or bank transfer or, in respect of shares in uncertificated
form, the making of payment in accordance with the system's rules,
shall be a good discharge to the Company.
144. RECEIPT BY JOINT HOLDERS
If several persons are registered as joint holders of any share, any
one of them may give effectual receipts for any dividend or other
moneys payable in respect of the share.
145. WHERE PAYMENT OF DIVIDENDS NEED NOT BE MADE
The Company may cease to send any cheque or warrant through the post
or by a delivery agent or to effect payment by any other means for
any dividend or other monies payable in respect of a share which is
normally paid in that manner on that share if in respect of at least
two consecutive dividends payable on that share payment, through no
fault of the Company, has not been effected (or, following one such
occasion, reasonable enquiries have failed to establish any new
postal or delivery address of the holder or appropriate details for
effecting payment by other means) but, subject to these Articles, the
Company shall recommence payments in respect of dividends or other
monies payable on that share by that means (or by such other
appropriate means as the holder or person shall notify to the
Company) if the holder or person entitled by transmission claims the
arrears of dividend.
146. UNCLAIMED DIVIDENDS
All dividends, interest or other sums payable unclaimed for one year
after having been declared may be invested or otherwise made use of
by the Board for the benefit of the Company until claimed. The
retention by the Company of, or payment into a separate account of,
any unclaimed dividend or other monies payable on or in respect of a
share into a separate account shall not constitute the Company a
trustee in respect of it. Any dividend or interest unclaimed after a
period of 12 years from the date when it was declared or became due
for payment shall
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be forfeited and shall revert to the Company.
CAPITALISATION OF PROFITS
147. CAPITALISATION OF PROFITS
147.1 Upon the recommendation of the Board, the Company may pass an
ordinary resolution to the effect that it is desirable to capitalise
all or any part of any undivided profits of the Company not required
for paying any preferential dividend (whether or not they are
available for distribution) or all or any part of any sum standing to
the credit of any reserve or fund (whether or not available for
distribution).
147.2 The Board may appropriate the sum resolved to be capitalised to the
members who would have been entitled to it if it were distributed by
way of dividend and in the same proportions and apply such sum on
their behalf either in or towards paying up the amounts, if any, for
the time being unpaid on any shares held by them respectively, or
(subject to approval by ordinary resolution and to any subsisting
special rights previously conferred on any shares or class of shares)
in paying up in full unissued shares of any class (but not redeemable
shares) or debentures of the Company of a nominal amount equal to
that sum, and allot the shares or debentures credited as fully paid
to those members, or as they may direct, in those proportions, or
partly in one way and partly in the other; but for the purposes of
this Article the share premium account, the capital redemption
reserve, and any reserve or fund representing profits which are not
available for distribution may only be applied in paying up in full
unissued shares of the Company.
147.3 The Board may authorise any person to enter on behalf of all the
members concerned into an agreement with the Company providing for
the allotment to them respectively, credited as fully paid, of any
shares or debentures to which they are entitled upon such
capitalisation and any matters incidental thereto, any agreement made
under such authority being binding on all such members.
147.4 If any difficulty arises concerning any distribution of any
capitalised reserve or fund, the Board may subject to the Statutes
and, in the case of shares held in uncertificated form, the system's
rules, settle it as the Board considers expedient and in particular
may issue fractional certificates, authorise any person to sell and
transfer any fractions or resolve that the distribution should be
made as nearly as practicable in the correct proportion or may ignore
fractions altogether, and may determine that cash payments shall be
made to any members in order to adjust the rights of all parties as
the Board considers expedient.
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AUTHENTICATION OF DOCUMENTS
148. AUTHENTICATION OF DOCUMENTS
Any director or the Secretary or any person appointed by the Board
for the purpose shall have power to authenticate any documents
affecting the constitution of the Company and any resolutions passed
by the Company or the Board or any committee and any books, records,
documents and accounts relating to the business of the Company and to
certify copies or extracts as true copies or extracts. A document
purporting to be a copy of a resolution, or an extract from the
minutes of a meeting, of the Company, the Board or any committee
which is certified as such in accordance with this Article shall be
conclusive evidence in favour of all persons dealing with the Company
upon the faith of such document that such resolution has been duly
passed or, as the case may be, that such minute or extract is a true
and accurate record of proceedings at a duly constituted meeting.
RECORD DATES
149. POWER TO CHOOSE RECORD DATE
Notwithstanding any other provision of these Articles, the Company or
the Board may fix any date as the record date for any dividend,
distribution, allotment or issue and such record date may be on or at
any time before or after any date on which the dividend,
distribution, allotment or issue is declared, paid or made.
ACCOUNTS AND OTHER RECORDS
150. RECORDS TO BE KEPT
The Board shall cause accounting records to be kept sufficient to
give a true and fair view of the Company's state of affairs and to
comply with the Statutes.
151. COPY OF ACCOUNTS TO BE SENT TO MEMBERS
A printed copy (or, to the extent permitted by the Statutes, an
electronic mail or facsimile copy) of every profit and loss account
and balance sheet, including all documents required by law to be
annexed to the balance sheet which is to be laid before the Company
in general meeting, together with copies of the Directors' and of the
Auditors' reports (or such other documents which may be required or
permitted by law to be sent in their place) shall not less than 21
clear days before the date of the meeting be sent to every member
(whether or not he is entitled to receive notices of general meetings
of the Company), and to every holder of debentures of the Company
(whether or not he is so entitled), and to the Auditors provided that
if the Company is permitted by law to send to any member, to any
holder of debentures of the Company or to the Auditors any summary
financial statement in place of all or any of such
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profit and loss account and balance sheet or other documents, this
Article shall impose no greater obligation on the Company than that
imposed by law; but this Article shall not require a copy of those
documents to be sent to any member or holder of debentures of whose
address the Company is unaware or to more than one of the joint
holders of any shares or debentures.
152. INSPECTION OF RECORDS
No member in his capacity as a member shall have any right of
inspecting any record, book or document of any description belonging
to the Company except as conferred by the Statutes or authorised by
the Board or by ordinary resolution of the Company.
153. DESTRUCTION OF DOCUMENTS
153.1 Subject to compliance with the rules (as defined in the Regulations)
applicable to shares of the Company in uncertificated form, the
Company may destroy:
153.1.1 any instrument of transfer of shares and any other document
on the basis of which an entry is made in the Register, at
any time after the expiration of six years from the date of
registration;
153.1.2 any instruction concerning the payment of dividends or
other monies in respect of any share or any notification of
change of name or address, at any time after the expiration
of two years from the date the instruction or notification
was recorded; and
153.1.3 any share certificate which has been cancelled, at any time
after the expiration of one year from the date of
cancellation;
provided that the Company may destroy any such type of document after
such shorter period as the Board may determine if a copy of such
document is retained on microfilm or by other similar means and is
not destroyed earlier than the original might otherwise have been
destroyed in accordance with this Article.
153.2 It shall conclusively be presumed in favour of the Company that every
instrument of transfer so destroyed was a valid and effective
instrument duly and properly registered and that every share
certificate so destroyed was a valid and effective document duly and
properly cancelled and that every other document so destroyed was a
valid and effective document in accordance with its particulars
recorded in the books or records of the Company provided that:
153.2.1 this Article shall apply only to the destruction of a
document in good faith and without express notice that its
retention was relevant to any claim (regardless of the
parties to the claim);
153.2.2 nothing contained in this Article shall be construed as
imposing upon the Company any liability in respect of the
destruction of any such document earlier than the times
referred to in this Article or in any case where the
conditions of this Article are not fulfilled; and
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153.2.3 references in this Article to the destruction of any
document or thing include references to its disposal in any
manner.
NOTICES
154. NOTICES MUST BE IN WRITING
Subject to Article 120, any notice to be given to or by any person
pursuant to these Articles shall be in writing, or in such other form
as the Statutes may allow, including without limitation by electronic
mail or other electronic means of transmission.
155. SERVICE OF NOTICE
155.1 Any notice or other document (including a share certificate) may be
served on or delivered to a member by the Company either:
155.1.1 personally; or
155.1.2 by sending it by prepaid post or other prepaid delivery
service in an envelope or other cover addressed to the
member at the address recorded for the member on the
Register or by so addressing the envelope or other cover
and leaving it at that address; or
155.1.3 by the relevant system; or
155.1.4 by any other means authorised in writing by the member
concerned.
155.2 In addition to the methods of service set out in paragraph 155.1, any
notice or other document may be served on or delivered to a member of
the Company by such electronic means (including, without limitation,
electronic mail or facsimile) as the Statutes may allow from time to
time to an address notified by the member in writing or by electronic
mail or facsimile or other such electronic means.
155.3 Subject to any governing provision contained in any relevant Statute,
where a notice or other document is served or sent in accordance with
paragraph 155.2, service or delivery shall be deemed to be effected
at 9.00 a.m. on the day following on which the electronic method of
service or delivery was implemented by or on behalf of the Company.
155.4 In the case of joint holders of a share, all notices or other
documents shall be served on or delivered to the joint holder whose
name stands first in the Register in respect of the joint holding and
such service or delivery shall for all purposes be deemed sufficient
service on or delivery to all the joint holders.
155.5 A member whose registered address is not within the United Kingdom
and who notifies the Company of an address within the United Kingdom
at which notices or other documents may be served on or delivered to
him shall be entitled to have notices or other documents served
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on or delivered to him at that address (in the manner referred to
above), but otherwise no such member shall be entitled to receive
any notice or other documents from the Company.
156. WHEN NOTICE DEEMED SERVED
156.1 Subject to Article 155.3, any notice or other document:
156.1.1 if sent by the Company by post or other delivery service
shall be deemed to have been served or delivered on the day
following that on which it was put in the post or given to
the delivery agent and, in proving service or delivery, it
shall be sufficient to prove that the notice or document
was properly addressed, prepaid and put in the post or duly
given to the delivery agent;
156.1.2 not sent by post or other delivery service but served or
delivered personally or left by the Company at a the
address for that member on the Register shall be deemed to
have been served or delivered on the day and at the time it
was so left;
156.1.3 sent or delivered by a relevant system shall be deemed to
have been served or delivered when the Company (or a
sponsoring system-participant acting on its behalf) sends
the issuer instructions relating to the notice or document;
156.1.4 sent or delivered by the Company by any other means
authorised in writing by the member concerned shall be
deemed to have been served when the Company has carried out
the action it has been authorised to take for that purpose;
and
156.1.5 to be given by the Company by advertisement shall be deemed
to have been served on the day on which the advertisement
appears.
157. SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
Where a person is entitled by transmission to a share, any notice or
other document shall be served upon or delivered to him by the
Company, as if he were the holder of that share and the address noted
in the Register were his registered address. Otherwise, any notice or
other document served on or delivered to any member pursuant to these
Articles shall, notwithstanding that the member is then dead or
bankrupt or that any other event giving rise to the transmission of
the share by operation of law has occurred and whether or not the
Company has notice of the death, bankruptcy or other event, be deemed
to have been properly served or delivered in respect of any share
registered in the name of that member as sole or joint holder.
158. RECORD DATE FOR SERVICE
Any notice or other document may be served or delivered by the
Company by reference to the Register as it stands at any time not
more than 15 days before the date of service or delivery. No change
in the Register after that time shall invalidate that service or
delivery. Where any notice or other document is served on or
delivered to any person in respect of a share in
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accordance with these Articles, no person deriving any title or
interest in that share shall be entitled to any further service
or delivery of that notice or document.
159. LOSS OF ENTITLEMENT TO RECEIVE NOTICES
It on two consecutive occasions notices or other documents have been
sent to any member at the registered address or his address for the
service of notices but have been returned undelivered, such member
shall not from then on be entitled to receive notices or other
documents from the Company until he has communicated with the Company
and notified to the Company in writing a new address within the
United Kingdom for the service of notices.
160. NOTICE WHEN POST NOT AVAILABLE
160.1 If at any time postal services within the United Kingdom are
suspended or curtailed so that the Company is unable effectively to
convene a general meeting or a meeting of the holders of any class of
shares in its capital by notice sent through the post, any such
meeting may be convened by a notice advertised in at least one
newspaper with a national circulation and in that event the notice
shall be deemed to have been served on all members and persons
entitled by transmission, who are entitled to have notice of the
meeting served upon them, on the day when the advertisement has
appeared in at least one such paper. If at least six clear days prior
to the meeting the giving of notices by post to addresses throughout
the United Kingdom has, in the Board's opinion, become practicable,
the Company shall send confirmatory copies of the notice by post to
the persons entitled to receive them.
160.2 At any time that postal services within the United Kingdom are
suspended or curtailed, any other document considered by the Board to
be capable of communication by advertisement shall, if advertised in
at least one such newspaper, be deemed to have been notified to all
members and persons entitled by transmission.
WINDING-UP
161. DISTRIBUTION IN KIND
If the Company commences liquidation, the liquidator may, with the
sanction of a special resolution of the Company and any other
sanction required by the Statutes:
161.1 divide among the members in kind the whole or any part of the assets
of the Company (whether the assets are of the same kind or not) and
may, for that purpose, value any assets and determine how the
division shall be carried out as between the members or different
classes of members or otherwise as the resolution may provide; or
161.2 vest the whole or any part of the assets in trustees upon such trusts
for the benefit of the contributories as the liquidator, with the
like sanction, shall determine,
but no member shall be compelled to accept any assets upon which
there is a liability. Any
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such resolution may provide for and sanction a distribution of any
specific assets amongst different classes of members otherwise than
in accordance with their existing rights, but each member shall in
that event have a right of dissent and other ancillary rights in the
same way as if the resolution were a special resolution passed in
accordance with the Insolvency Act 1986.`
162. POWER OF SALE
The power of sale of the liquidator shall include a power to sell
wholly or partly for shares or debentures or other obligations of
another company, either then already constituted or about to be
constituted, for the purpose of carrying out the sale.
INDEMNITY
163. OFFICER'S INDEMNITY
Subject to the Statutes, the Company may indemnify any Director or
other officer against any liability. Subject to those provisions, but
without prejudice to any indemnity to which the person concerned may
otherwise be entitled, every Director or other officer of the Company
and the Auditors shall be indemnified out of the assets of the
Company against any liability incurred by him as a Director, other
officer of the Company or as Auditor in defending any proceedings
(whether civil or criminal) in which judgment is given in his favour
or he is acquitted or which are otherwise disposed of without any
finding or admission of any material breach of duty or breach of
trust on his part or in connection with any application under the
Statutes in which relief is granted to him by the court.
164. POWER TO INSURE
Subject to the Statutes, the Board may purchase and maintain
insurance at the expense of the Company for the benefit of any person
who is or was at any time a Director or other officer or employee of
the Company or of any subsidiary undertaking of the Company or in
which the Company has an interest (whether direct or indirect) or who
is or was at any time a trustee of any pension fund or employee
benefits trust in which any employee of the Company or of any such
subsidiary undertaking is or has been interested, indemnifying such
person against any liability which may attach to him or loss or
expenditure which he may incur in relation to anything done or
alleged to have been done or omitted to be done as a Director,
officer, employee or trustee.
71
