UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205494
------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NUMBER 1-10173
------------------------
HUNTINGDON LIFE SCIENCES GROUP plc
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
WOOLLEY ROAD, ALCONBURY, HUNTINGDON, PE17 5HS,
CAMBRIDGESHIRE, ENGLAND
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
- ------------------------------------------------------------------------------
At June 30, 1999, 291,010,294 Ordinary Shares of 5 pence each were outstanding.
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page
Item 1 Financial Statements 3
Condensed Consolidated Balance Sheets at June 30, 1999
and December 31, 1998 3
Condensed Consolidated Statements of Income for the
three and six months ended June 30, 1999 4
Condensed Consolidated Statement of Changes
in Shareholders' Equity 4
Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults upon Senior Securities 12
Item 4 Submission of Matters to a Vote of
Security Holders 12
Item 5 Other Information 14
Item 6 Exhibits and reports on Form 8-K 14
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
<TABLE>
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS June 30, December 31,
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Current Assets:
Cash and cash equivalents 6,697 14,080
Accounts receivable net of allowance for uncollectables
of(pound)69,000 (1998: (pound)111,000) 8,168 7,791
Amounts recoverable on contracts 5,134 4,060
Inventories 1,371 1,137
Prepaid expenses and other 1,963 1,441
Deferred income taxes 848 873
-------- --------
Total current assets 24,181 29,382
-------- --------
Property, Plant and Equipment:
Cost 134,619 132,552
Less accumulated depreciation and amortisation 60,218 57,136
-------- --------
74,401 75,416
-------- --------
Investments 154 154
Unamortised costs of raising long term debt 746 882
Deferred income taxes 4,947 4,303
-------- --------
Total Assets 104,429 110,137
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Trade payables, accrued expenses and accrued payroll and benefits 13,565 11,826
Short term debt 2,369 4,116
Fees invoiced in advance 7,964 8,340
-------- --------
-------- --------
Total current liabilities 23,898 24,282
-------- --------
-------- --------
Long term debt 55,952 54,688
-------- --------
-------- --------
Other long term liabilities 737 2,571
-------- --------
-------- --------
Deferred income taxes 14,147 15,285
-------- --------
Shareholders' Equity: 5p Ordinary Shares
Authorised-at June 30, 1999 400,000,000 (1998, 400,000,000)
Issued and outstanding-at June 30, 1999 291,010,294 (1998, 291,010,294) 14,550 14,550
Share premium 25,100 25,100
Retained earnings (29,955) (26,339)
-------- --------
Total Shareholders' Equity 9,695 13,311
-------- --------
Total Liabilities and Shareholders' Equity 104,429 110,137
-------- --------
</TABLE>
<PAGE>
<TABLE>
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three months ended Six months ended
June 30, June 30
1999 1998 1999 1998
(pound)'000 (pound)'000 (pound)'000' (pound)'000
<S> <C> <C> <C> <C>
Revenues 14,283 13,051 27,666 26,479
Cost of sales 12,858 14,157 25,329 28,634
----------------- ---------------- ---------------- --------------
Gross profit/(loss) 1,425 (1,106) 2,337 (2,155)
Selling and administrative expenses 2,229 2,097 4,694 4,220
----------------- ---------------- ---------------- --------------
Operating loss (804) (3,203) (2,357) (6,375)
Interest income 83 168 238 185
Interest expense (1,087) (1,276) (2,186) (2,854)
Other (loss)/income (468) (248) (1,068) 306
----------------- ---------------- ---------------- --------------
Loss before income taxes (2,276) (4,559) (5,373) (8,738)
Income taxes 586 1,421 1,757 3,095
----------------- ---------------- ---------------- --------------
Net loss (1,690) (3,138) (3,616) (5,643)
----------------- ---------------- ---------------- --------------
Loss per share (pence)
- -basic and diluted 0.6 2.8 1.2 4.9
Loss per ADR (cents)
- -basic and diluted 4.7 22.7 10.1 40.8
(pound)'000 (pound)'000 (pound)'000 (pound)'000
Weighted average shares outstanding
- -basic and diluted 291,010 114,007 291,010 114,007
</TABLE>
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS EQUITY
(pound)'000 (pound)'000 (pound)'000 (pound)'000
Balance, December 31, 1998 14,550 25,100 (26,339) 13,311
Net loss for period - - (3,616) (3,616)
------ ------ -------- ------
Balance, June 30, 1999 14,550 25,100 (29,955) 9,695
------ ------ -------- ------
<PAGE>
<TABLE>
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Six months ended June 30,
1999 1998
(pound)'000 (pound)'000
<S> <C> <C>
Operating activities:
Net loss (3,616) (5,643)
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortisation 2,970 3,291
Amortisation of loan costs 136 69
Exchange losses 875 192
Deferred income taxes (1,757) (2,556)
Changes in operating assets and liabilities net of effects
from purchase of subsidiary companies during the period:
(Increase)/decrease in accounts receivable and prepaid expenses (1,973) 1,662
(Increase)/decrease in inventories (234) 9
Increase in accounts payable and accrued expenses, 1,739 1,327
salaries and wages and income taxes
Decrease in fees invoiced in advance (376) (1,520)
Decrease in other liabilities (1,834) (754)
-------------- ------------
Net cash used by operating activities (4,070) (3,923)
-------------- ------------
Investing activities:
Purchase of property, plant and equipment (1,566) (1,174)
Proceeds from sale of property, plant and equipment - 5
-------------- ------------
Net cash used in investing activities (1,566) (1,169)
-------------- ------------
Financing activities:
Repayment of loan (1,000) -
Repayments of short term borrowings (747) -
-------------- ------------
Net cash used by financing activities (1,747) -
-------------- ------------
Decrease in cash and cash equivalents (7,383) (5,092)
Cash and cash equivalents at beginning of year 14,080 443
-------------- ------------
Cash and cash equivalents at end of year 6,697 (4,649)
-------------- ------------
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary for a fair statement of the results of operations for the
interim periods presented. The consolidated financial statements have been
compiled without audit and are subject to such year-end adjustments as may be
considered appropriate and should be read in conjunction with the historical
consolidated financial statements of Huntingdon Life Sciences plc. and
subsidiaries (Huntingdon) for the years ended December 31, 1998, 1997 and 1996
included in the Annual Report on Form 20-F for the fiscal year ended December
31, 1998. Operating results for the three month and six month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.
These financial statements have been prepared in accordance with US GAAP and
under the same accounting principles as the financial statements included in the
Annual Report on Form 20-F. As a result adjustments have been made to the
financial statements reported under UK GAAP for deferred taxation and holiday
pay.
LOSS PER SHARE/ADR
Loss per ADR is calculated using an exchange rate of $1.62 =(pound)1.00
(1998 $1.65 =(pound)1.00). Each ADR represents five Ordinary Shares.
The exercise of outstanding share options and the Capital Bonds would be
antidilutive and therefore basic and diluted loss per share are the same.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
1. OVERVIEW
Huntingdon is a leading Contract Research Organisation offering world-wide
pre-clinical and non-clinical testing for biological safety and efficacy
assessment which is necessary for the development of pharmaceuticals and
chemicals. Huntingdon serves the rapidly evolving requirements to perform safety
evaluations on new pharmaceutical compounds and chemical compounds contained
within the products that man uses, eats, and is otherwise exposed to. In
addition it tests the effect of such compounds on the environment and also
performs work on assessing the safety and efficacy of veterinary products.
2. RESULTS OF OPERATIONS
Three months ended June 30, 1998 compared with three months ended
June 30, 1999
The increases in order volume following the refinancing in September 1998 were
maintained in the second quarter of 1999. Orders for the quarter were ahead of
the first quarter and 20% ahead of the same period last year.
The impact of higher order levels started to feed through into revenues in the
quarter. Revenues for the quarter were (pound)14.3 million, 9.4% ahead of
revenues for the second quarter of 1998 of (pound)13.1 million, and 6.7% ahead
of revenues for the first quarter of 1999.
Cost of sales fell by 9.2% to (pound)12.9 million for the three months ended
June 30, 1999 from (pound)14.2 million for the corresponding period in 1998
despite the increase in revenues. Huntingdon's operating capacity was reduced
throughout 1998 through natural attrition and the closure of the Wilmslow
Research Centre. In addition a cost reduction programme was announced by new
management in December 1998. This was designed to align operations with current
sales levels and is on course to produce targetted savings of (pound)6 million
per year.
Selling and administration expenses rose by 6.3% to (pound)2.2 million for the
three months ended June 30, 1999 from (pound)2.1 million in the corresponding
period in 1998. The increase was due to increased spending on sales and
marketing as Huntingdon strengthened sales and marketing effort and additional
costs of providing for retirement benefits.
Net interest expense fell by 9.4% to (pound)1.0 million for the three months
ended June 30, 1999 from (pound)1.1 million for the corresponding period in
1998. The reduction in expense was due to a combination of lower net debt and
lower interest rates.
The unrealised loss on exchange of (pound)0.5 million arose on net liabilities
denominated in US dollars (primarily the Capital Bonds of $50 million) with the
weakening of sterling against the dollar. In the second quarter of 1998 sterling
also weakened against the dollar resulting in a (pound)0.2 million loss on
exchange.
Taxation relief on losses for the three months ended June 30, 1999 was
(pound)0.6 million, representing relief at 26% compared to 31% for the
corresponding period in 1998.
A reconciliation between the UK corporation tax rate and the effective rate of
income tax relief on losses before income taxes is shown below:-
Three months ended June 30,
1999 1998
UK statutory rate 30 31
Exchange loss not taxable (4) (2)
Prior year adjustments - 1
Increase in taxes arising from effect
of foreign earnings - 1
Effective tax rate 26 31
The overall net loss for the three months ended June 30, 1999 was (pound)1.7
million compared to (pound)3.1 million in the corresponding period in 1998. Loss
per share was 0.6 pence, down from 2.8 pence last year on shares in issue of
291,010,294 (1998, 114,006,863).
Six months ended June 30, 1998 compared with six months ended June 30, 1999.
Revenues for the six months ended June 30, 1999 were (pound)27.7 million an
increase of 4.5% on revenues of (pound)26.5 million for the six months ended
June 30, 1998. The impact of increases in order volume following the refinancing
in September 1998 started to feed through to revenues in the second quarter,
first quarter revenues were the same as the first quarter of 1998.
Cost of sales for the six months ended June 30, 1999 were (pound)25.3 million a
reduction of 11.5% on cost of sales of (pound)28.6 million for the six months
ended June 30, 1998. Huntingdon's operating capacity was reduced throughout 1998
through natural attrition and the closure of the Wilmslow Research Centre. In
addition a cost reduction programme was announced by new management in December
1998. This was designed to align operations with current sales levels and is on
course to produce targetted savings of (pound)6 million per year.
Selling and administration expenses for the six months ended June 30, 1999 were
(pound)4.7 million an increase of 11.2% on selling and administration expenses
of (pound)4.2 million for the six months ended June 30, 1998. The increase was
due to increased expenditure on sales and marketing as Huntingdon strengthened
its sales and marketing effort and additional costs of providing for retirement
benefits.
Net interest expense fell by 27% to (pound)1.9 million for the six months ended
June 30, 1999 from (pound)2.7 million for the corresponding period in 1998.
Interest expense for the six months ended June 30, 1998 included costs of
(pound)0.5 million relating to the review of borrowing facilities. The remainder
of the reduction in expense was due to a combination of lower net debt and lower
interest rates.
The unrealised loss on exchange of (pound)1.1 million arose on net liabilities
denominated in US dollars (primarily the Capital Bonds of $50 million) with the
weakening of sterling against the dollar. In the first six months of 1998
sterling strengthened against the dollar resulting in a (pound)0.3 million gain
on exchange.
Taxation relief on losses for the six months ended June 30, 1999 was (pound)1.8
million representing relief at 33% compared to 35% for the corresponding period
in 1998.
A reconciliation between the UK Corporation tax rate and the effective rate of
income tax relief on losses before income taxes is shown below:-
Six months ended June 30,
1999 1998
UK statutory rate 30 31
Exchange (loss)/gain not taxable (8) 2
Prior year adjustments - 1
Effect of reduction in UK tax rate on
deferred tax 10 -
Increase in taxes arising from effect of
foreign earnings 1 1
Effective tax rate 33 35
The overall net loss for the six months ended June 30, 1999 was (pound)3.6
million compared to (pound)5.6 million in the corresponding period in 1998. Loss
per share was 1.2 pence down from 4.9 pence last year on shares in issue of
291,010,294 (1998 114,006,863).
3. LIQUIDITY & CAPITAL RESOURCES
During the six months ended June 30, 1999 funds absorbed were (pound)7.4
million, which includes the impact of exchange rate movements and repayment of
short term borrowings of (pound)0.8 million, reducing cash in hand and on short
term deposit from (pound)14.1 million at December 31, 1998 to (pound)6.7 million
at June 30, 1999. The funds were utilised as follows:-
Three months ended Six months ended
March 31 June 30 June 30
(pound)m (pound)m (pound)m
Operating loss excluding depreciation 0.2 0.7 0.9
Cost reduction programme (1.5) (0.6) (2.1)
Working capital movements (1.0) - (1.0)
Interest (1.5) (0.3) (1.8)
Capital expenditure (1.0) (0.6) (1.6)
Loan repayments (1.3) (0.5) (1.8)
------------ ---------- ----------
(6.1) (1.3) (7.4)
------------ ---------- ----------
During 1998 poor trading results put a heavy strain on cash resources, utilising
Huntingdon's available facilities. Given the medium to long term element of many
of Huntingdon's activities and the reluctance of clients to place new work until
Huntingdon's finances were stabilised, Huntingdon required a substantial
injection of finance to both initially restore confidence and then to fund
operations during the period until Huntingdon returned to profitability.
On September 2, 1998 a Group of new investors subscribed (pound)15 million for
120 million ordinary shares whilst existing shareholders and institutional
investors took up a further 57 million shares, contributing (pound)7.1 million.
After expenses of (pound)1.7 million, the issue of shares raised (pound)20.4
million. On the same date Huntingdon's bankers agreed to confirm and fix
Huntingdon's facilities at (pound)24.5 million until August 31, 2000.
Accordingly bank debt is now shown within liabilities repayable after more than
one year.
As at June 30, 1999 the bank facility is fully drawn down. Interest is payable
in quarterly breaks at "LIBOR" plus 1.75% per annum in respect of drawings up to
(pound)19,500,000 and LIBOR plus 1% in respect of drawings over
(pound)19,500,000. The interest rate payable at June 30, 1999 is 7.14% on
(pound)19,500,000 and 6.39% on (pound)5,000,000.
The remainder of Huntingdon's long term finance is provided by Convertible
Capital Bonds repayable in 2006. Bonds totalling $50 million were issued in 1991
and remained outstanding as at June 30, 1999. The Bonds carry interest at 7.5%,
payable at six-monthly breaks in March and September. The conversion rate, which
is based upon a fixed rate of exchange of (pound)1.00=US $1.6825 is 242.3 pence
per Ordinary Share and is subject to adjustment in certain circumstances.
In addition (pound)2.3 million of the consideration payable for the purchase of
the Wilmslow Research Centre (acquired in 1997) remained outstanding as at June
30, 1999. This debt bears no interest and although (pound)1.0 million is
repayable in quarterly instalments during the remainder of 1999 and (pound)1.3
million is repayable in 2000, the full amount is classed as due within one year
as Huntingdon's intention is to sell the site. Such a disposal would render the
debt repayable upon demand. Huntingdon has exchanged contracts for the sale of
the Wilmslow Research Centre for completion on September 1, 1999. If this sale
is completed this debt will be repaid on September 1, 1999.
4. EXCHANGE RATE FLUCTUATIONS AND EXCHANGE CONTROLS
In the six months to June 30, 1999 following the weakening of sterling against
the US dollar, net liabilities denominated in US dollars (primarily the Capital
Bonds of $50 million) have increased in value on consolidation to sterling. This
does not affect the cashflow of Huntingdon but has increased the reported loss
before tax, accounting largely for the unrealised loss on exchange of (pound)1.1
million reported in these results. This compares with an exchange gain in the
six months to June 30, 1998 of (pound)0.3 million.
Interest on the Bonds is payable half-yearly (in March and September) in US
dollars and the impact of fluctuations in the exchange rate between sterling and
US dollars is offset by US dollar denominated revenues receivable by Huntingdon.
Although reported results have been affected by conversion into sterling of the
Bonds on consolidation and there may be an impact in the future, Management has
decided not to hedge against this exposure. Such a hedge might impact upon
Huntingdon's cash flow compared with movements on the Bonds which do not affect
cash flow in the medium term.
Huntingdon operates on a world-wide basis and generally invoices its clients in
the currency of the country in which it operates. Thus, for the most part
exposure to exchange rate fluctuations is limited as sales are denominated in
the same currency as costs. Trading exposures to currency fluctuations do occur
as a result of certain sales contracts, performed in the UK for US clients,
which are denominated in US dollars and contribute approximately 14% of total
revenues. Huntingdon has not experienced difficulty in transferring funds to and
receiving funds remitted from those countries outside the US or UK in which it
operates and Management expects this situation to continue.
Whilst the UK has not at this time entered the European Monetary Union,
Huntingdon has ascertained that its financial systems are capable of dealing
with Euro denominated transactions. In addition upgrades which are currently
underway (to ensure that the financial systems are Year 2000 compliant) will
ensure that Huntingdon, if ever required to do so, will be able to report in
Euro's.
5. YEAR 2000
Many computer systems in use today were designed and developed using two digits
rather than four to specify the year, or otherwise fail to deal with specific
date related problems arising in the year 2000. This could cause many computer
applications to fail completely or to create erroneous results unless corrective
measures are taken. Huntingdon utilises software and related computer
technologies essential to its operations that will be affected by this year 2000
issue and it has been implementing a strategy since 1996 to replace its computer
infrastructure, software applications and equipment to ensure that all critical
services and controls will operate efficiently on and after January 1, 2000.
State of readiness
The strategy is broken down into a number of key phases. These are as follows:
o Confirmatory audit of all software, electronic and electrical equipment.
o Questionnaires sent to all known suppliers of software, electronic and
electrical equipment for information on status of Year 2000 compliance
supported by supplier audits where appropriate.
o Assessment of all software, electronic and electrical equipment to identify
those critical to the business o Testing of items identified as critical
to the business for Year 2000 compliance, where practical.
o Corrective actions to ensure items are Year 2000 compliant, including
contingency plans where appropriate.
Huntingdon is currently completing the testing of items identified as critical
to the business and implementing corrective actions, including contingency
programmes. The process is due for completion in October 1999.
However, there can be no assurance that the Year 2000 problem, even after giving
effect to the implementation of these measures and applicable contingency plans,
will not occur and such an occurrence could have a material adverse impact on
Huntingdon's business, financial condition, results of operations and cash
flows.
Risk of Year 2000 problems
Huntingdon has identified the following major potential risks resulting from
Year 2000 problems. All would result in disruption to existing and future
studies and have an adverse impact on the health and well being of animals. The
subsequent impact on business and cash flow could have a material adverse effect
on Huntingdon's financial condition.
o The loss of power and utility services
o The inability to obtain timely and sufficient laboratory supplies and
animal feed
o The failure or malfunction of computer hardware, software and technology
embedded in scientific and other equipment.
In addition major disruption to customers' business due to Year 2000 problems
could have a major impact on Huntingdon's cashflows and financial condition.
Huntingdon currently estimates that the amounts that have or will be expensed as
incurred over the three year period to December 31, 2000 will total between
(pound)0.8 million and (pound)1.0 million. The amounts that will be capitalised
will be primarily incurred in the two years to December 31, 1999 and are
estimated at (pound)2.1 million.
This announcement contains statements that may be forward-looking as defined by
the USA's Private Litigation Reform Act of 1995. These statements are based
largely on Huntingdon's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond Huntingdon's control, as more fully
described in Huntingdon's Form 20-F as filed with the US Securities and Exchange
Commission.
<PAGE>
OTHER INFORMATION
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
None
ITEM 2 CHANGES IN SECURITIES
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual General Meeting of Shareholders of the Company was
held on June 3, 1999.
(b) The matters voted upon at the Annual General Meeting and the results
of the voting as to each such matter are set forth below:
(i) The election of Mr Andrew Baker as a Director of the Company
Votes for: 137,062,030
Votes against: 569,714
The election of Mr Brian Cass as a Director of the Company
Votes for: 137,072,207
Votes against: 569,537
The election of Dr Frank Bonner as a Director of the Company
Votes for: 169,404,700
Votes against: 579,716
The election of Mr Julian Griffiths as a Director of the Company
Votes for: 169,401,461
Votes against: 580,955
The election of Mr Roger Pinnington as a Director of the Company
Votes for: 169,383,236
Votes against: 591,180
Professor John Caldwell's term of office as a Director
continued after the meeting.
(ii) The appointment of Deloitte & Touche as auditors of the Company
and the authorisation of the Directors to fix their remuneration
Votes for: 169,471,900
Votes against: 533,516
(iii) The receipt and adoption of the Report and Accounts for the year
ended 31 December 1998
Votes for: 169,463,307
Votes against: 546,882
(iv) The amendment of the Rules of the Huntingdon Life Sciences Group
Unapproved Share Option Scheme.
Votes for: 167,474,671
Votes against: 2,503,932
(v) The approval and adoption of the Rules of the
Huntingdon Life Sciences Group plc Sharesave Scheme
and the authorisation of any two Directors and the
Company Secretary to make amendments to those Rules
and do all acts and things which they consider
necessary or expedient to obtain Inland Revenue
approval.
Votes for: 169,179,895
Votes against: 790,521
(vi) The approval and adoption of the Rules of the
Huntingdon Life Sciences Group plc Incentive Option
Plan and the authorisation of any two Directors and
the Company Secretary to do all acts and things which
they consider necessary or expedient to implement the
Plan.
Votes for: 169,149,193
Votes against: 834,411
(vii) The authorisation, subject to certain provisos, of
the Directors in accordance with Section 80 of the
Companies Act 1985 to exercise all powers of the
Company to allot relevant securities up to an
aggregate nominal amount of (pound)5,449,485.30
Votes for: 169,086,922
Votes against: 903,994
(viii) The empowerment, subject to certain provisos, of the
Directors pursuant to Section 95 of the Companies Act
1985 to allot equity securities for cash pursuant to
the authority conferred by the resolution above as if
Section 89(1) of the said Act did not apply
Votes for: 169,215,993
Votes against: 761,923
(ix) The amendment of the Articles of Association to
comply with the requirements of the Listing Rules of
the London Stock Exchange and to reflect current
practice.
The only substantive amendment to the Articles of
Association is to Article 70(B). Under the previous
Articles, the registered holder of shares could lose
his rights to vote in respect of the shares held if
and for so long as he or any other person appearing
to be interested in those shares failed to comply
with a request by the Company under the Act requiring
him to give particulars of any interest in those
shares within 28 days. This period reduced to 14 days
and, there is a further provision that, in the case
of shareholdings representing 0.25 per cent or more,
in nominal amount, of the share capital of the
Company then in issue, or any class thereof, the
sanctions which may be applied by the Company include
not only disenfranchisement but also the withholding
of the right to receive payment of dividends and
other monies payable on, and restrictions on
transfers of, the shares concerned.
Votes for: 166,910,264
Votes against: 3,064,027
ITEM 5. OTHER INFORMATION
On July 12, 1999 the Company exchanged contracts for the sale of Wilmslow
Research Centre, Cheshire, England ("WRC") to J.S.Bloor (Tamworth) Ltd. for the
cash sum of (pound)4.25M (net book value (pound)2.45M) with a completion date of
September 1, 1999. The net sale proceeds will be utilized to repay loans.
The Company closed WRC in October 1998 and transferred the assets and business
to its other research centres.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT No. DESCRIPTION OF EXHIBIT
3. Memorandum and Articles of Association dated June 3, 1999.
10. Contract made between the Company and J. S. Bloor (Tamworth) Limited
dated July 12, 1999 relating to the sale of Wilmslow Research Centre.
(ii) The Company filed a Form 8-K with the SEC on July 14, 1999, announcing
the resignation of Arthur Andersen as auditors and the engagement of
Deloitte & Touche.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUNTINGDON LIFE SCIENCES GROUP plc
(Registrant)
By: /s/ Julian T. Griffiths
Name: Julian T Griffiths
Title: Finance Director
Date: August 6, 1999
No. 502370
The Companies Act 1985
Public Company Limited by Shares
- ---------------------------------------------------------------------
MEMORANDUM AND ARTICLES OF ASSOCIATION
of Huntingdon Life Sciences Group plc
as at 3rd June 1999.
- ---------------------------------------------------------------------
Incorporated the 14th day of December 1951
<PAGE>
- ---------------------------------------------------------------------
The Companies Act 1985
Public Company Limited by Shares
MEMORANDUM OF ASSOCIATION
of Huntingdon Life Sciences Group plc
- ---------------------------------------------------------------------
1. The name of the Company is "HUNTINGDON LIFE SCIENCES GROUP plc".
2. The Company is a public company.
3. The registered office of the Company will be situated in England and Wales.
4. The objects for which the Company is established are:
(a) To act or carry on business as a holding company and for
that purpose to acquire and hold either in the name of the
Company or in that of any nominee shares, stocks,
debentures, debenture stock bonds, loans, obligations or
securities of whatsoever nature issued by any company or
body corporate wheresoever incorporate or carrying on
business and to exercise and enforce all rights and powers
conferred by or incident to the ownership thereof;
(b) To control and co-ordinate the administration and operation
of any companies for the time being directly or indirectly
controlled by the Company and to provide service of all
kinds including managerial and other executive, supervisory
and consultant services for or in relation to any company or
body corporate upon such terms as the Directors may think
fit;
(c) To acquire and assume for any estate or interest and to take
options over, construct, develop or exploit any property
real or personal, and rights of any kind and the whole or
any part of the undertaking, assets and liabilities of any
person.
(d) To manufacture, process, import, export, deal in and store
any goods and other things and to carry on the business of
manufacturers, processors, importers, exporters and storers
of and dealers in any goods and other things.
<PAGE>
(e) To acquire and exploit lands, mines and mineral rights and
to acquire, explore for and exploit any natural resources
and to carry on any business involving the ownership or
possession of land or other immovable property or buildings
of structures thereon and to construct, erect, install,
enlarge, alter and maintain buildings, plant and machinery
and to carry on business as builders, contractors and
engineers.
(f) To provide services of all descriptions and to carry on
business as advisers, consultants, brokers and agents of any
kind.
(g) To advertise, market and sell the products of the Company
and of any other person and to carry on the business of
advertisers or advertising agents or of a marketing and
selling organisation or of a supplier, wholesaler, retailer,
merchant or dealer of any kind.
(h) To provide technical, cultural, artistic, educational,
entertainment or business material, facilities or services
and to carry on any business involving any such provision.
(i) To lend money, and grant or provide credit and financial
accommodation, to any person and to carry on the business of
a banking, finance or insurance company.
(j) To invest money of the Company in any investments and to
hold, sell or otherwise deal with such investments, and to
carry on the business of a property or investment company.
(k) 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.
(l) To enter into any arrangements with any government or
authority or person and to obtain from any such government
or authority of person any legislation, orders, rights,
privileges, franchises and concessions and to carry out,
exercise and comply with the same.
(m) To borrow and raise money and accept money on deposit and to
secure or discharge any debt or obligation in any manner and
in particular (without prejudice to the generality of the
foregoing) by mortgages of or charges upon all or any part
of the undertaking, property and assets (present and future)
and uncalled capital of the Company or by the creation and
issue of securities.
<PAGE>
(n) To enter into any guarantee, contract of indemnity or
suretyship and in particular (without prejudice to the
generality of the foregoing) to guarantee, support or secure,
with or without consideration, whether by personal
obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and
uncalled capital of the Company or by both such methods or in
any other manner, the performance of any obligations or
commitments of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and other
moneys payable on or in respect to any securities or liabilities
of any person, including (without prejudice to the generality
of the foregoing) any company which is for the time being a
subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or
otherwise associates with the Company.
(o) To amalgamate or enter into partnership or any profit
sharing arrangement with, or to co-operate or participate in
any way with, or to take over or assume any obligation of,
or to assist or subsidise any person.
(p) To accept, draw, make, create, issue, execute, discount,
endorse, negotiate and deal in bills of exchange, promissory
notes, and other instruments and securities, whether
negotiable or otherwise.
(q) To apply for and take out, purchase or otherwise acquire any
trade and service marks and names, designs, patents, patent
rights, inventions and secret processes and to carry on the
business of an inventor, designer or research organisation.
(r) To sell, exchange, mortgage, charge, let on rent, share of
profit, royalty or otherwise, grant licences, easements,
options, servitudes and other rights over, and in any other
manner deal with, or dispose of, all or any part of the
undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without
prejudice to the generality of the foregoing) for any
securities.
(s) 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.
<PAGE>
(t) 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 and to act as trustees of any kind and to undertake and
execute any trust.
(u) To pay all the costs, charges and expenses preliminary or
incidental to the promotion, formation establishment and
incorporation of the Company, and to procure the
registration or incorporation of the Company in or under the
laws of any place outside England.
(v) To grant pensions, annuities, or other allowances, including
allowances 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 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 who the Company
considers have any moral claim on the Company or to their
relations,connections or dependants, and to establish or support
any associations, institutions, clubs, schools, building and
housing schemes, funds and trusts, and to make
payments towards insurances or other arrangements likely to
benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe,
guarantee or pay money for any purpose likely, directly or
indirectly, to further the interests of the Company or of its
Members or for any national, charitable, benevolent, education,
social public, general or useful object.
(w) 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.
(x) To distribute any of the property of the Company among its
creditors and Members in specie or kind.
<PAGE>
(y) To do all or any of the things or matters aforesaid in any
part of the world and either as principals, agents,
contractors, trustees or otherwise and by or through
trustees, agents or otherwise and either alone or in
conjunction with others.
(z) To carry on any other business or activity and do anything
of nay nature which in the opinion of the Company is or may
be capable of being conveniently carried on or done in
connection with the above, or likely 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 its
Members.
(aa) To do all such other things as in the opinion of the Company
are or may be incidental or conducive to the attainment of
the above objects of any of them.
AND it is hereby declared that "company" in this clause, except where
used in reference to this Company, shall include any partnership or other body
of persons, whether incorporated or not incorporated, and whether formed,
incorporated, domiciled or resident in the United Kingdom or elsewhere, "person"
shall include any company as any other legal or natural person, "securities"
shall include any fully, partly or nil paid or no par value share, stock, unit,
debenture, debenture or loan stock, deposit receipt, bill, note warrant, coupon,
right to subscribe or convert, or similar right or obligation, "and" and "or"
shall mean "and/or" where the context so permits, "other" and "otherwise" shall
not be construed ejusdem generis where a wider construction is possible, and the
objects specified int he different paragraphs so requires, be in any way limited
or restricted by reference to or inference from the terms of any other paragraph
or the name of the Company, 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. The share capital of the Company is (pound)20,000,000 divided into
400,000,000 Ordinary Shares of 5p each. The shares in the original or any
increased capital may be divided into several classes, and there may be attached
thereto respectively any preferential, deferred or other special rights,
privileges, conditions or restrictions as to dividend, capital, voting or
otherwise.
<PAGE>
WE, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.
NAMES, ADDRESSES and DESCRIPTIONS NUMBER OF SHARES TAKEN
OF SUBSCRIBERS BY EACH SUBSCRIBER
ALASTAIR N. WORDEN, ONE
Cromwell House,
Huntingdon.
Consultant Biochemist and
Veterinary Surgeon.
D.M. WORDEN, ONE
Cromwell House,
Huntingdon.
Housewife
C.N. WORDEN, ONE
Cromwell House,
Huntingdon.
Schoolmaster (Retired)
- ----------------------------------------------------------------------
DATED this 1st day of December 1951
WITNESS to the above signatures:-
HAROLD WORDEN
Solicitor,
Blackpool.
<PAGE>
I N D E X
Article No Page No
Accounting Records 139-140 49
Alternate Directors 92 31
Auditors 141 49
Authentication of Documents 120 44
Borrowing Powers 105 38
Calls on Shares 18-24 14
Capitalisation of Profits 135-136 48
Destruction of Documents 148 51
Directors - Age of 91 31
Alternate 92 31
Appointment and Removal 79-82 28
Borrowing Powers 105 38
Disqualification 84 29
Executive Directors 89-90 30
Expenses 93 32
Interests 94 32
Number of 77 28
Powers - borrowing 105 38
general 95-104 36
Proceedings of Board 106-115 41
Qualification, Shareholding 78 28
Remuneration - Additional 93 32
General 83 29
Rotation 85-88 29
Dividends 121-133 44
Employees 152 52
<PAGE>
Article No Page No
Executive Directors 89-90 30
Forfeiture 25-31 15
Form of Registers 138 49
General Meetings 49-50 20
Notice of 51-52 20
Proceedings at 53-59 21
Voting at 60-71 23
Indemnity 151 52
Interpretation 2 10
Notices 51-52,142-147 20, 49
Proxies 72-76 27
Record Dates 137 49
Registered Office 4 11
Reserves 134 47
Seals 100, 118-119 37, 43
Secretary 116-117 43
Service of Notices etc 142-147 49
Share Capital 3 11
Alteration of 48 19
Increase of 45-47 19
Shares 9-11 12
Calls on 18-24 14
Certificates 12-14 13
Equitable interests not recognised 11 12
Forfeiture 25-31 15
Issue 9-10 12
Lien 15-17 13
<PAGE>
Article No Page No
Purchase of own 48 19
Rights - general 5-6 11
variation of 7-8 12
Transfer 32-37 16
Transmission 38-40 17
Stock 41-44 18
Table A 1 10
Voting 60-71 23
Winding Up 149-150 51
<PAGE>
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The Companies Act 1985
Public Company Limited by Shares
ARTICLES OF ASSOCIATION
of Huntingdon Life Sciences Group plc
- ------------------------------------------------------------------------
TABLE A
1. No regulations set out in any schedule to any statute concerning
companies shall apply as regulations or articles of the Company.
INTERPRETATION
2. In these Articles unless the context otherwise requires:-
"these Articles" means these Articles of Association in their present
form or as from time to time altered;
"Board" means the Board of Directors of the Company or the Directors
present at a meeting of Directors at which a quorum is present;
"the Companies Acts" means every statute from time to time in force
concerning companies insofar as the same applies to the Company;
"Executive Director" means an Executive Chairman, Chief Executive
Director, Joint Chief Executive Director, Managing Director, Joint
Managing Director or Assistant Managing Director of the Company or a
Director who is the holder of any other employment or executive
office with the Company;
"Member" in relation to shares means the member whose name is entered in
the Register as the holder of the shares;
"Office" means the registered office of the Company;
"Seal" means the common seal of the Company or any official seal that
the Company may be permitted to have under the Companies Acts;
<PAGE>
"Secretary" means any person qualified in accordance with the
Companies Acts, appointed by the Board to perform any of the duties
of the Secretary including a Joint temporary or assistant Secretary;
"United Kingdom" means Great Britain and Northern Ireland;
the expressions "debenture" and "debenture holder" shall include debenture
stock and debenture stockholder respectively;
the expression "paid up" means paid up or credited as paid up;
any words or expression defined in the Companies Acts in force at the
date when these Articles or any part thereof are adopted shall bear
the same meaning in these Articles or such part (as the case may be);
where for any purpose an ordinary resolution of the Company is
required, a special or extraordinary resolution shall also be
effective, and where an extraordinary resolution is required a
special resolution shall also be effective.
SHARE CAPITAL
3. The authorised share capital of the Company at the date of the adoption
of these Articles is(pound)20,000,000 divided into 400,000,000 ordinary shares
of 5p each.
REGISTERED OFFICE
4. The Office shall be at such place in England as the Board shall from time to
time appoint.
SHARE RIGHTS
5. Subject to the provisions of the Companies Acts and in particular to those
conferring rights of pre-emption and without prejudice to any rights attached to
any shares or class of shares, any share in the Company may be issued with or
have attached thereto such preferred, deferred, qualified or other rights or
such restrictions, whether in regard to dividend, voting, return of capital or
otherwise, as the Company may be ordinary resolution determine or, if there has
not been any such determination or so far as the same shall not make specific
provision, as the Board may determine.
6. Subject to the provisions of the Companies Acts, any shares may, with the
sanction of a special resolution, be issued on terms that they are, or at the
option of the Company or the Member are liable, to be redeemed on such terms and
in such manner as may be provided for by these Articles.
<PAGE>
VARIATION OF RIGHTS
7. Subject to the provisions of the Companies Acts all or any of the rights for
the time being attached to any class of shares for the time being issued may
from time to time (whether or not the Company is being wound up) be varied or
abrogated with the consent in writing of the holders of not less than
three-quarters in nominal value of the issued shares of that class or with the
sanction of an extraordinary resolution passed at a separate general meeting of
the holders of the shares of the class. To any such separate general meeting all
the provisions of these Articles as to general meetings of the Company shall
mutatis mutandis apply, but so that the necessary quorum shall be two or more
persons holding or representing by proxy not less than one-third in nominal
value of the issued shares of the class, that every holder of shares of the
class shall be entitled on a poll to one vote for every such share held by him,
that any holder of shares of the class present in person or by proxy may demand
a poll and that at any adjourned meeting of such holders one holder present in
person or by proxy (whatever the number of shares held by him) shall be a quorum
and for the purposes of this Article one holder present in person or by proxy
may constitute a meeting.
8. Unless otherwise provided by the rights attached to any shares or class of
shares those rights shall be deemed to be varied by the reduction of the capital
paid up on the shares and by the allotment of further shares ranking in priority
for payment of a dividend or in respect of capital or which confer on the
holders thereof voting rights more favourable than those conferred by such first
mentioned shares but shall not, unless otherwise expressly provided in the
rights attached to such shares, be deemed to be varied by the creation or issue
of further shares.
SHARES
9. Subject to the provisions of the Companies Acts and these Articles, the
unissued shares of the Company (whether forming part of the original or any
increased capital) shall be at the disposal of the Board, which may offer,
allot, grant options over or otherwise dispose of them to such persons, at such
times and for such consideration and upon such terms and conditions as the Board
may determine.
10. The Company may exercise all powers of paying commissions conferred or
permitted by the Companies Acts and the commissions may be satisfied by the
payment of cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other.
11. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and (except only as otherwise provided by these
Articles or by law) the Company shall not be bound by or required in any way to
recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any share or any other right in respect of any share except
an absolute right to the entirety thereof in the registered holder.
SHARE CERTIFICATES
12. Every person (except a stock exchange nominee in respect of whom the Company
is not by law required to complete and have ready for delivery a certificate)
whose name is entered as a holder of any shares in the Register shall be
entitled, without payment, to receive within two months after allotment or
lodgment of transfer to him of the shares in respect of which he is so
registered (or within such other period as the terms of issue shall provide) one
certificate for all such shares of any one class or several certificates each
for one or more of such shares of such class upon payment for every certificate
after the first of such reasonable out-of-pocket expenses as the Board may from
time to time determine. In the case of a share held jointly by several persons,
delivery of a certificate to one of several joint holders shall be sufficient
delivery to all. A Member (except such a nominee as aforesaid) who has
transferred part of the shares comprised in this registered holding shall be
entitled to a certificate for the balance without charge. Every certificate
shall specify the shares to which it relates and the amount paid up thereon.
Provided that the Company shall not be bound to register more than four persons
as the joint holders of any shares.
13. If a share certificate is defaced, worn out, 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 may think
fit and, in case of defacement or wearing out, on delivery of the old
certificate to the Company.
14. All forms of certificate for share or loan capital or other securities of
the Company (other than letters of allotment, scrip certificates and other like
documents) shall, except to the extent that the terms and conditions for the
time being relating thereto otherwise provide, be issued under a Seal. The Board
may by resolution determine, either generally or in any particular case or
cases, that any signatures on any such certificates need not be autographic but
may be affixed to such certificate by some mechanical means or may be printed
thereon or that such certificates need not be signed by any person.
LIEN
15. The Company shall have a first and paramount lien on every share (not being
a fully paid share) for all moneys, whether presently payable or not, called or
payable, at a date fixed by or in accordance with the terms of issue of such
share, in respect of such share. The Board may at any time either generally or
in any particular case waive any lien that has arisen, or declare any share to
be wholly or in part exempt from the provisions of this Article. The Company's
lien on a share shall extend to all dividends and other moneys payable in
respect of it.
16. The Company may sell, in such manner as the Board may think fit, any share
on which the Company has a lien, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable nor until the expiration
of fourteen days after a notice in writing, stating and demanding payment of the
sum presently payable and giving notice of the intention to sell in default of
such payment, has been served on the holder for the time being of the share.
17. The net proceeds of the sale by the Company of any shares on which it has a
lien shall be applied in or towards payment or discharge of the debt or
liability in respect of which the lien exists so far as the same is presently
payable, and any residue shall (upon surrender to the Company for cancellation
of the certificate for the shares sold and subject to a like lien for debts or
liabilities not presently payable as existed upon the share prior to the sale)
be paid to the holder immediately before such sale of the share. For giving
effect to any such sale the Board may authorise some person to transfer the
share sold to the purchaser thereof. The purchaser shall be registered as the
holder of the share and he shall not be bound to see to the application of the
purchase money, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings relating to the sale.
CALLS ON SHARES
18. The Board may from time to time make calls upon the Members in respect of
any moneys unpaid on their shares (whether on account of the nominal amount of
the shares or by way of premium) and not by the terms of issue thereof made
payable at a date fixed by or in accordance with such terms of issue, and each
Member shall (subject to the Company serving upon him at least fourteen days'
notice specifying the time or times and place of payment) pay to the Company at
the time or times and place so specified the amount called on his shares. A call
may, before receipt by the Company of a sum due thereunder, be revoked or
postponed in whole or in part as the Board may determine. A Member shall remain
liable for calls made upon him notwithstanding the subsequent transfer of the
shares in respect whereof the call was made.
19. A call may be made payable by instalments and shall be deemed to have been
made at the time when the resolution of the Board authorising the call was
passed.
20. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
21. If a sum called in respect of a share shall not be paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of
actual payment at such rate, not exceeding 15 per cent per annum, as the Board
may determine, but the Board shall be at liberty to waive payment of such
interest wholly or in part.
22. Any sum which, by the terms of issue of a share, becomes payable on
allotment or at any date fixed by or in accordance with such terms of issue,
whether on account of the nominal amount of the share or by way of premium,
shall for all the purposes of these Articles be deemed to be a call duly made,
notified and payable on the date on which, by the terms of issue, the same
become payable and, in case of non-payment, all the relevant provisions of these
Articles as to payment of interest, forfeiture or otherwise shall apply as if
such sum had become payable by virtue of a call duly made and notified.
23. The Board may on the issue of shares differentiate between the allottees or
holders as to the amount of calls to be paid and the times of payment.
24. The Board may, if it thinks fit, receive from any Member willing to advance
the same all or any part of the moneys uncalled and unpaid upon any shares held
by him and upon all or any of the moneys so advanced may (until the same would,
but for such advance, become presently payable) pay interest at such rate, not
exceeding (unless the Company by ordinary resolution shall otherwise direct) 15
per cent per annum, as may be agreed upon between the Board and the Member
paying such sum in advance.
FORFEITURE OF SHARES
25. If a Member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Board may at any time thereafter during such
time as any part of such call or instalment remains unpaid serve a notice on him
requiring payment of so much of the call or instalment as is unpaid, together
with any interest which may have accrued.
26. The notice shall name a further day (not being less than fourteen 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 in the event of
non-payment on or before the day and at the place appointed, the shares in
respect of which such 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 hereunder and, in such case, references in these Articles to
forfeiture shall include surrender.
27. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls or instalments and interest due in
respect thereof has been made, forfeited by a resolution of the Board to that
effect. Such forfeiture shall include all dividends or other moneys payable in
respect of the forfeited shares and not paid before the forfeiture.
28. When any share has been forfeited, notice of the forfeiture shall be served
upon the person who was before forfeiture holder of the share; but no forfeiture
shall be in any manner invalidated by any omission or neglect to give such
notice as aforesaid.
29. Until cancelled in accordance with the requirements of the Companies Acts, a
forfeited share shall be deemed to be the property of the Company and may,
subject to the provisions of the Companies acts, be sold, re-allotted or
otherwise disposed of either to the person who was, before forfeiture, the
holder thereof or entitled thereto or to any other person upon such terms and in
such manner as the Board shall think fit, and at any time before a sale,
re-allotment or disposition the forfeiture may be annulled on such terms as the
Board may think fit.
30. A person whose shares have been forfeited shall thereupon cease to be a
Member in respect of the forfeited shares, and shall surrender to the Company
for cancellation the certificates for the shares forfeited, but shall,
notwithstanding the forfeiture, remain liable to pay to the Company all moneys
which at the date of forfeiture were presently payable by him to the Company in
respect of the shares with interest thereon at the rate of 15 per cent per annum
(or such lower rate as the Board may determine) from the date of forfeiture
until payment, and the Company may enforce payment without being under any
obligation to make any allowance for the value of the shares forfeited.
31. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited on the date
stated in the declaration shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. The Company
may receive the consideration (if any) given for the share on the sale,
re-allotment or disposition thereof and the Board may authorise some person to
transfer the share to the person to whom the same is sold, re-allotted or
disposed of, and he shall thereupon be registered as the holder of the share and
shall not be bound to see to the application of the purchase money (if any) nor
shall his title to the share be affected by any irregularity or invalidity in
the proceedings relating to the forfeiture, sale, re-allotment or disposal of
the share.
TRANSFER OF SHARES
32. Subject to such of the restrictions of these Articles as may be applicable,
any Member may transfer all or any of his shares by an instrument of transfer in
the usual common form or in any other form which the Board may approve.
33. The instrument of transfer of a share shall be signed by or on behalf of the
transferor and (in the case of a partly paid share) the transferee, and 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 thereof. All instruments of
transfer, when registered, may be retained by the Company.
33A The registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine and either generally or in
respect of any class of shares. The register of members shall not be closed for
more than thirty days in any year;
34. The Board may, in its absolute discretion and without assigning any reason
therefor, decline to register any transfer of any share which is not a fully
paid share provided that any such refusal does not prevent dealing in
partly-paid shares from taking place on an open and proper basis.
35. Subject to Article 34, the Board may also decline to register any transfer
unless:-
(a) the instrument of transfer, duly stamped, is lodged with the
Company accompanied by the certificate for the shares to
which it relates, and such other evidence as the Board may
reasonably require to show the right of the transferor to
make the transfer.
(b) the instrument of transfer is in respect of only one class of share;
and
(c) in the case of a transfer to joint holders, the number of
joint holders to whom the share is to be transferred does
not exceed four.
36. If the Board declines to register a transfer it shall, within two months
after the date on which the instrument of transfer was lodged, send to the
transferee notice of the refusal.
37. No fee shall be charged by the Company for registering any transfer,
probate, letters of administration, certificate of death or marriage, power of
attorney, distringas or stop notice, order of court or other instrument relating
to or affecting the title to any share or otherwise making any entry in the
Register relating to any share.
TRANSMISSION OF SHARES
38. In the case of the death of a Member the survivor or survivors, where the
deceased was a joint holder, and the executors or administrators of the
deceased, where he was a sole holder, shall be the only persons recognised by
the Company as having any title to his shares; but nothing herein contained
shall release the estate of a deceased holder from any liability in respect of
any share held by him solely or jointly with other persons.
39. Any person becoming entitle to a share in consequence of the death or
bankruptcy of a Member or otherwise by operation of law may, subject as
hereinafter provided and upon such evidence being produced as may from time to
time be required by the Board as to his entitlement, either be registered
himself as the holder of the share or elect to have some person nominated by him
registered as the transferee thereof. If the person so becoming entitled elects
to be registered himself, he shall deliver or send to the Company a notice in
writing signed by him stating that he so elects. If he shall elect to have his
nominee registered, he shall signify his election by signing an instrument of
transfer of such share in favour of his nominee. All the limitations,
restrictions and provisions of these Articles relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such
notice or instrument of transfer as aforesaid 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 were an instrument of transfer signed by
such Member.
40. A person becoming entitled to a share in consequence of the death or
bankruptcy of a Member or otherwise by operation of law shall (upon such
evidence being produced as may from time to time be required by the Board as to
his entitlement) be entitled to receive and may give a discharge for any
dividends or other moneys payable in respect of the share, but he shall not be
entitled in respect of the share to receive notices of or to attend or vote at
general meetings of the Company or, save as aforesaid, to exercise in respect of
the share any of the rights or privileges of a Member until he shall have become
registered as the holder thereof. The Board may at any time give notice
requiring to transfer the share and if the notice is not complied with within
sixty days, the Board may thereafter withhold payment of all dividends and other
moneys payable in respect of the share until the requirements of the notice have
been complied with.
STOCK
41. The Company may from time to time by ordinary resolution convert any fully
paid up shares into stock and may reconvert any stock into fully paid up shares
of any denomination. After the passing of any resolution converting all the
fully paid up shares of any class in the capital of the Company into stock, any
shares of that class which subsequently become fully paid up and rank pari passu
in all other respects with such shares shall, by virtue of this Article and such
resolution, be converted into stock transferable in the same units as the shares
already converted.
42. The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same regulations as the shares from which the stock
arose might previously to conversion have been transferred or as near thereto as
circumstances admit. The Board may from time to time fix the minimum amount of
stock transferable and restrict or forbid the transfer of fractions of such
minimum, but the minimum shall not, without the sanction of an ordinary
resolution of the Company, exceed the nominal amount of each of the shares from
which the stock arose.
43. The holders of stock shall, according to the amount of the stock held by
them, have the same rights as regards dividends, voting at general meetings of
the Company and other matters as if they held the shares from which the stock
arose, but no such right (except as to participation in dividends and in assets
on a reduction of capital or a winding-up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred such right.
44. All such of the provisions of these Articles as are applicable to paid up
shares shall apply to stock, and the words "share" and "shareholder" herein
shall include "stock" and "stockholder" respectively.
INCREASE OF CAPITAL
45. The Company may from time to time by ordinary resolution increase its
capital by such sum to be divided into shares of such amounts as to resolution
shall prescribe.
46. Subject to the provisions of the Companies Acts, the Company may, by the
resolution increasing the capital, direct that the new shares or any of them
shall be offered in the first instance to all the holders for the time being of
shares of any class or classes in proportion to the number of such shares held
by them respectively or may make any other provisions as to issue of the new
shares.
47. The new shares shall be subject to all the provisions of these Articles with
reference to lien, the payment of calls, forfeiture, transfer, transmission and
otherwise.
ALTERATIONS OF CAPITAL
48. The Company may from time to time by ordinary resolution:-
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(b) sub-divide its shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association
(subject, nevertheless, to the provisions of the Companies
Acts) and so that the resolution whereby any share is
sub-divided may determine that as between the holders of the
shares resulting from such sub-division one or more of the
shares may have any such preferred or other special rights
over, or may have such deferred or qualified rights or be
subject to any such restrictions as compared with, the other
or others as the Company has power to attach to unissued or
new shares;
(c) 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 authorised share
capital by the amount of the shares so cancelled;
and may also by special resolution:-
(d) subject to any confirmation or consent required by law,
reduce its authorised and issue share capital or any capital
redemption reserve or any share premium account in any
manner;
(e) subject to the provisions of the Companies Acts and these
Articles and to any confirmation or consent required by law,
the Company may from time to time purchase its own shares
(including any redeemable shares) provided that if there are
in issue any convertible shares of the Company, then no
purchase by the Company of any of its own shares shall take
place unless it has been sanctioned by an extraordinary
resolution passed at a separate class meeting of the holders
of each class of convertible shares.
Where any difficulties arise in regard to any consolidation and
division under paragraph (a) of this Article, the Board may settle the same as
it thinks expedient and in particular may issue fractional certificates or
arrange for the sale of the shares representing fractions and for the
distribution of the net proceeds of sale in due proportion amongst the Members
who would have been entitled to the fractions, or, if permitted, for the
retention of such net proceeds for the benefit of the Company and for this
purpose the Board may authorise some person to transfer the share representing
fractions to the purchaser thereof, who shall not be bound to see to the
application of the purchase money nor shall his title to the shares be affected
by any irregularity or invalidity in the proceedings relating to the sale.
GENERAL MEETING
49. The Board shall convene and the Company shall hold general meetings as
annual general meeting in accordance with the requirements of the Companies Acts
at such times and places as the Board shall appoint. Any general meeting of the
Company other than an annual general meeting shall be called an extraordinary
general meeting.
50. The Board may, whenever it thinks fit, and in accordance with the Companies
Acts, convene an extraordinary general meeting.
NOTICES OF GENERAL MEETINGS
51. An annual general meeting and a meeting called for the passing of a special
resolution shall be called by not less then twenty-one days' notice in writing
and a meeting other than an annual meeting or a meeting called for the passing
of a special resolution shall be called by not less than fourteen days' notice
in writing. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given, and shall specify the
place, day and time of the meeting, and, in the case of special business, the
general nature of that business, and there shall appear with reasonable
prominence in every such notice a statement that a Member entitled to attend and
vote is entitled to appoint one or more proxies to attend and on a poll vote
instead of him and that a proxy need not be a Member of the Company. The notice
convening an annual general meeting shall specify the meeting as such, and the
notice convening a meeting to pass a special or extraordinary resolution shall
specify the intention to propose the resolution as a special or extraordinary
resolution as the case may be. Notice of every general meeting shall be given in
manner hereinafter mentioned to all member other than such as under the
provisions of these Articles or the terms of issue of the shares they hold, are
not entitled to receive such notices from the Company, to all persons entitled
to a share by reason of the death or bankruptcy of a Member, and also to the
Auditors for the time being of the Company.
Notwithstanding that a meeting of the Company is called by shorter
notice than that specified in this Article, it shall be deemed to have been duly
called if it is so agreed:-
(a) in the case of a meeting called as an annual general meeting,
by all the Members entitled to attend and vote
thereat; and
(b) in the case of any other meeting, by a majority in number of
the Members having a right to attend and vote at the
meeting, being a majority together holding not less than 95
per cent in nominal value of the shares giving that right.
52. The accidental omission to give notice of a meeting or (in cases where
instruments of proxy are sent out with the notice) the accidental omission to
send such instrument of proxy to, or the non-receipt of notice of a meeting or
such instrument of proxy by, any person entitled to receive such notice shall
not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETING
53. All business shall be deemed special that is transacted at an extraordinary
general meeting and also all business that is transacted at an annual general
meeting with the exception of:-
(a) the declaration and sanctioning of dividends;
(b) the consideration and adoption of the accounts and balance
sheet and the reports of the Directors and other documents
required to be annexed to the accounts;
(c) the election of Directors in place of those retiring
(by rotation or otherwise);
(d) the appointment of Auditors where special notice of the
resolution for such appointment is not required by the
Companies Acts; and
(e) the fixing of, or the determining of the method of fixing, the
remuneration of the Directors and of the Auditors.
54. 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 appointment, choice or election of a chairman which shall not
be treated as part of business of the meeting. Save as otherwise provided by
these Articles, at least two Members present in person or by proxy and entitled
to vote shall be a quorum for all purposes. A corporation being a Member shall
be deemed for the purpose of these Articles to be present in person if
represented by proxy or in accordance with the provisions of the Companies Acts.
55. If within five minutes (or such longer time not exceeding one hour as the
chairman of the meeting may determine to wait) after the time appointed for the
meeting a quorum is not present, the meeting, if convened on the requisition of
the Members, shall be dissolved. In any other case it shall stand adjourned to
such other day (not being less than seven days thereafter) and at such time or
place as the chairman of the meeting may determine and the Company shall give
not less than seven days' notice in writing of the adjourned meeting in the like
manner as in the case of the original meeting. At the adjourned meeting one
Member present in person or by proxy shall be a quorum.
56. Each Director shall be entitled to attend and speak at any general meeting
of the Company.
57. The Chairman (if any) of the Board or, in his absence, a 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
holding 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 on a poll shall elect one of their number
to be chairman.
58. The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at
the meeting from which the adjournment took place. When a meeting is adjourned
for three months or more, notice of the adjourned meeting shall be given as in
the case of an original meeting.
59. Save as expressly provided by these Articles, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
VOTING
60. 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 withdrawal of any other demand for a poll) a poll is
duly demanded.
Subject to the provisions of the Companies Acts a poll may be demanded by:-
(a) the chairman of the meeting; or
(b) at least three Members present in person or by proxy and
entitled to vote; or
(c) any Member or Members present in person or by proxy and
representing in the aggregate not less than one-tenth of the
total voting rights of all Members having the right to
attend and vote at the meeting; or
(d) any Member or Members present in person or by proxy and
holding shares conferring a right to attend and vote at the
meeting on which there have been paid up sums in the
aggregate equal to not less than one-tenth of the total sum
paid up on all shares conferring that right.
Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the chairman that a resolution has, on a show of hands, been
carried or carried unanimously or by a particular majority or not carried by a
particular majority or lost shall be final and conclusive, and an entry to that
effect in the minute book of the Company shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded for or
against such resolution.
61. If a poll is duly demanded the result of the poll shall be deemed to
be the resolution of the meeting at which the poll was demanded.
62. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken in such manner and either forthwith or at such time (being not
later than three months after the date of the demand) and place as the chairman
shall direct. It shall not be necessary (unless the chairman otherwise directs)
for notice to be given of a poll.
63. 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 has been
demanded, and it may be withdrawn with the consent of the chairman at any time
before the close of the meeting or the taking of the poll, whichever is the
earlier.
64. On a poll votes may be given either personally or by proxy.
65. A person entitled to more than one vote on a poll need not if he votes
use all his votes or cast all the votes he uses in the same way.
66. 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 such meeting shall be entitled to a
second or casting vote.
67. Subject to any special terms as to voting upon which any shares may be
issued or may for the time being be held, on a show of hand every Member who is
present in person at a general meeting of the Company shall have one vote, and
on a poll every Member who is present in person or by proxy shall have one vote
for every (pound)0.05 nominal amount of share capital of which he is the holder.
68. 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 for this purpose seniority shall be
determined by the order in which the names stand in the Register in respect of
the joint holding.
69. A Member who is a patient for any purpose of any statute relating to mental
health or in respect of whom an order has been made by any Court having
jurisdiction for the protection or management of the affairs of person incapable
of managing their own affairs may vote, whether on a show of hands or on a poll,
by his receiver, committee, curator bonis or other person in the nature of a
receiver, committee or curator bonis appointed by such Court, and such receiver,
committee, curator bonis or other person may vote on a poll by proxy, and may
otherwise act and be treated as such member for the purposes of general
meetings, provided that such evidence as the Board may require of the authority
of the person claiming to vote shall have been deposited at the Office (or at
such other place in the United Kingdom as may be specified for the delivery of
instruments of proxy in the notice convening the meeting or other documents sent
forthwith) not less than forty-eight hours before the time appointed for holding
the meeting or adjourned meeting or for the taking of the poll at which it is
desired to vote.
70. (A) No Member shall, unless the Board otherwise determines, be entitled to
vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
(B) If any Member, or any other person appearing to be interested in
shares held by such Member, has been duly served with a notice under Section 212
of the Companies Act 1985 and is in default for the prescribed period in
supplying to the Company the information thereby required, then (unless the
Board otherwise determines) in respect of:-
(i) the shares comprising the shareholding account in the
register of member s which comprises or includes the shares
in relation to which the default occurred (all or the
relevant number as appropriate of such shares being the
"default shares", which expression shall include any further
shares which are issued in respect of such shares); and
(ii) any other shares held by the Member;
the Member shall not (for so long as the default continues)
nor shall any transferee to whom any of such shares are
transferred other than pursuant to an approved transfer or
pursuant to paragraph (C)(ii)below be entitled to vote
either personally or by proxy at a shareholders' meeting or
to exercise any other right conferred by membership in
relation to shareholders' meetings.
(C) where the default shares represent at least 0.25 per cent of the
issued shares of the class concerned, then the Board may in its absolute
discretion by notice ("a direction notice") to such Member direct that:-
(i) any dividend (including a scrip dividend) or
other money which would otherwise be payable on
such shares shall be retained by the Company
without any liability to pay interest thereon
when such money is finally paid to the Member;
and/or
(ii) no transfer of any of the shares held by such Member shall be
registered unless the transfer is an approved transfer or:-
(a) the Member is not himself in default as regards supplying the
information requested; and
(b) the transfer is of part only of the Member's holding and when
presented for registration is accompanied by a certificate
by the Member in a form satisfactory to the Board to the
effect that after due and careful enquiry the Member is
satisfied that none of the shares the subject of the
transfer are default shares.
The Company shall send to each other person appearing to be
interested in the shares the subject of any direction notice
a copy of the notice, but the failure or omission by the
Company to do so shall not invalidate such notice.
(D) Save as herein provided any direction notice shall have effect in
accordance with its terms for so long as the default in respect of which the
direction notice was issued continues and shall cease to have effect thereafter
upon the Board so determining (such determination to be made within a
period of one week of the default being duly remedied with written notice
thereof being given forthwith to the Member). Any direction notice shall cease
to have effect in relation to any shares which are transferred by such member
by means of an approved transfer or in accordance with paragraph (C)(ii)
above.
(E) For the purpose of this Article:-
(1) a person shall be treated as appearing to be
interested in any shares if the Member holding
such shares has given to the Company a
notification under the said Section 212 and
either (a) the Member has named such person as
being so interested or (b)(after taking into
account the response of the Member to the notice
and any other relevant information) the Company
knows or has reasonable cause to believe that
the person in question is or may be interested
in the shares;
(2) the prescribed period is 14 days from the date of service of the said
notice under Section 212;
(3) a transfer of shares is an approved transfer if but only if:-
(a) it is a transfer of shares to an
offeror by way or in pursuance of
acceptance of a takeover offer for a
company (as defined in Part XIIIA of
the Companies Act 1985); or
(b) the Board is satisfied that the
transfer is made pursuant to a bona
fide sale of the whole of the
beneficial ownership of the shares to
a party unconnected with a Member and
with other persons appearing to be
interested in such shares; or
(c) the transfer results from a sale made
through a recognised investment
exchange (as defined in the Financial
Services Act 1986) or any stock
exchange outside the United Kingdom
on which the Company's shares are
normally traded.
(F) Nothing contained in this Article shall limit the power of the Directors
under Section 216 of the Companies Act 1985.
71. If (i) any objection shall be raised to the qualification of any voter or
(ii) any votes have been counted which ought not to have been counted or which
might have been rejected or (iii) 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 the same 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 made in due time shall be referred to the chairman of the
meeting and shall only vitiate the decision of the meeting on any resolution if
the chairman decides that the same may have affected the decision of the
meeting. The decision of the chairman on such matters shall be final and
conclusive.
PROXIES
72. The instrument appointing a proxy shall be 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 the same.
73. A proxy need not be a Member.
74. The instrument appointing a proxy and (if required by the Board) the power
of attorney or other authority (if any) under which it is signed, or a
notarially certified copy of such power or authority, shall be delivered at the
Office (or at such other place in the United Kingdom as may be specified in the
notice convening the meeting or in any notice of any adjournment or, in either
case, in any document sent therewith) not less than forty-eight hours before the
time appointed for holding the meeting or adjourned meeting at which the person
named in the instrument proposed to vote or, in the case of a poll taken
subsequently to the date of a meeting or adjourned meeting, not less than
twenty-four hours before the time appointed for the taking of the poll and in
default the instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve months from the
date named in it as the date of its execution.
75. Instruments of proxy shall be in any common form or in such other form as
the Board may approve and the Board may, if it thinks fit, 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 confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting
for which it is given as the proxy thinks fit. The instrument of proxy shall,
unless the contrary is stated therein, be valid as well for any adjournment of
the meeting as for the meeting to which it relates.
<PAGE>
76. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the principal, or
revocation of the instrument of proxy or of the authority under which it was
executed, provided that no intimation in writing of such death, insanity or
revocation shall have been received by the Company at the Office (or such other
place in the United Kingdom as may be specified for the delivery of instruments
or proxy in the notice convening the meeting or other document sent therewith)
one hour at least before the commencement of the meeting or adjourned meeting,
or the taking of the poll, at which the instrument of proxy is used.
NUMBER OF DIRECTORS
77. Unless and until otherwise determined by ordinary resolution of the Company,
the Directors shall be not less than two and there shall be no maximum number.
DIRECTORS' SHAREHOLDING QUALIFICATION
78. No shareholding qualification for Directors shall be required.
APPOINTMENT AND REMOVAL OF DIRECTORS
79. Subject to the provisions of these Articles, the Company may be ordinary
resolution appoint any person to be a Director, either to fill a casual 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.
80. Without prejudice to the power of the Company in general meeting in
pursuance of any of the provisions of these Articles to appoint any person to be
a Director, the Board shall have power at any time and from time to time to
appoint any person to be a Director, either to fill a casual 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 by the Board shall hold office only until
the next following annual general meeting and shall then be eligible for
re-appointment but shall not be taken into account in determining the Directors
or the number of Directors who are to retire by rotation at such meeting.
81. The Company may be special resolution, or by ordinary resolution of which
special notice has been given in accordance with the Companies act, remove any
Director before the expiration of his period of office and may (subject to these
Articles) by ordinary resolution appoint another person in his place. Any person
so appointed shall be subject to retirement at the same time as if he had become
a Director on the day on which the Director in whose place he is appointed was
last elected a Director.
<PAGE>
82. No person other than a Director retiring at the meeting shall, unless
recommended by the Board, be appointed a Director at any general meeting unless,
not less than seven and not more than forty-two clear days before the day
appointed for the meeting, there has been given to the Secretary notice in
writing by some Member (not being the person to be proposed) entitled to attend
and vote at the meeting for which such notice is given of his intention to
propose such person for appointment and also notice in writing signed by the
person to be proposed of his willingness to be appointed.
REMUNERATION OF DIRECTORS
83. The remuneration of the Directors for their services as such shall be
determined by the board but shall not exceed in aggregate the sum of
(pound)150,000 per annum or such greater sum as the Company in general meeting
may from time to time determine.
DISQUALIFICATION OF DIRECTORS
84. Without prejudice to the provisions for retirement by rotation hereinafter
contained, the office of a Director shall be vacated in any of the events
following, namely:-
(a) if (not being a Director who has agreed to serve as a
Director for a fixed term) he resigns his office by notice
in writing delivered to the Office or tendered at a meeting
of the Board;
(b) If he becomes mentally disordered or a patient for any
purpose of any statute relating to mental health and the
Board resolves that his office is vacated;
(c) if, without leave, he is absent from meeting of the Board
(whether or not an alternate Director appointed by him
attends) for twelve consecutive months, and the Board
resolves that his office is vacated;
(d) if he become bankrupt or compounds with his creditors;
(e) if he is prohibited by law from being a Director;
(f) if he ceases to be a Director by virtue of the Companies
Acts or is removed from office pursuant to these Articles.
ROTATION OF DIRECTORS
85. At every annual general meeting one-third of the Directors for the time
being or, if their number is not a multiple of three, then the number nearest to
but not exceeding one-third shall retire from office.
<PAGE>
86. Subject to the provisions of the Companies Act, the Directors to retire on
each occasion shall include (so far as necessary to obtain the number required)
any Director who wishes to retire and not to offer himself for re-appointment.
Any further Directors so to retire shall be those of the other Directors subject
to retirement by rotation who have been longest in office since their last
appointment or re-appointment but as between persons who became or were last
re-appointment Directors on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot. The Directors to retire
on each occasion (both as to number and identity) shall be determined by the
composition of the Board at a date not earlier than twenty-eight days before the
date of the notice convening the annual general meeting, and 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 such date but before the close of
the meeting.
87. A Director who retires at an annual general meeting shall be eligible for
re-appointment. If he is not re-appointed 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.
88. Subject to the provisions of these Articles, the Company at the meeting at
which a Director retires in manner aforesaid may fill the vacated office by
appointing a person thereto and in default the retiring Director shall, if
willing to continue to act, be deemed to have been re-appointed, unless at such
meeting it is expressly resolved not to fill such vacated office or unless a
resolution for the re-appointment of such Director shall have been put to the
meeting and lost.
EXECUTIVE DIRECTORS
89. The Board may from time to time appoint one or more of its body to be
Executive Chairman, Chief Executive Director, Joint Chief Executive Director,
Managing Director, Joint Managing Director or Assistant Managing Director or to
hold any other employment or executive office with the Company for such period
(subject to the provisions of the Companies Acts) and upon such terms as the
Board may determine and may revoke or terminate any of such appointments. Any
such revocation or termination as aforesaid shall be without prejudice to any
claim for damages that such Director may have against the Company or the Company
may have against such Director for any breach of any contract of service between
him and the Company which may be involved in such revocation or termination.
90. An Executive Director shall receive such remuneration (whether by way of
salary, commission, participation in profits or otherwise) as the Board may
determine, and either in addition to or in lieu of his remuneration as a
Director.
<PAGE>
AGE OF DIRECTORS
91. 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
to give special notice under the Companies Acts of any resolution appointing,
re-appointing or approving the appointment of a Director by reason of his age,
but 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
re-appointment who has at the date of such meeting attained the age of 70 years,
the Board shall give notice of his having attained such age in the notice
convening the meeting or in any document sent therewith, but the accidental
omission to give such notice shall not invalidate any proceedings at that
meeting or any appointment or re-appointment of such Director thereat.
ALTERNATE DIRECTORS
92. (a) Each Director shall have the power to appoint any person
to be his alternate Director and may at his discretion
remove such alternate Director. If such alternate Director
is not another Director, such appointment, unless
previously approved by the Board, shall have effect
only upon and subject to it being so approved. Any
appointment or removal of an alternate Director shall be
effected by notice in writing signed by the appointor and
delivered to the Office or tendered at a meeting of the
Board. An alternate Director shall, if his appointor so
requests, be entitled to receive notices of meetings of the
Board or of committees of the Board to the same extent
as, but in lieu of, the Director appointing him and
shall be entitled to such extent to attend and vote as a
Director at any such meeting at which the Director
appointing him is not personally present and generally at
such 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 such meeting the provisions
of these Articles shall apply as if he were a Director.
(b) Every person acting as an alternate Director shall (except
as regards power to appoint an alternate Director and
remuneration) be subject in all respects to the provisions
of these Articles relating to Directors and shall alone
be responsible to the Company for his acts and defaults
and shall not be deemed to be the agent of or for the
Director appointing him. An alternate Director may be
paid expenses and shall be entitled to be indemnified by
the company to the same extent mutatis mutandis as if he
were a Director but shall not be entitled to received
from the Company any remuneration in his capacity as an
alternate Director except only such part (if any) of the
remuneration otherwise payable to the Director appointing
him as such Director may by notice in writing to the
Company from time to time direct.
(c) Every person acting as an alternate Director shall have one
vote for each Director for whom he acts as alternate (in
addition to his own vote if he is also a Director). The
signature of an alternate Director to 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 the signature of his appointor.
(d) An alternate Director shall ipso facto cease to be an
alternate Director if his appointor ceases for any reason to
be a Director provided that, if at any meeting any Director
retires by rotation or otherwise but is re-appointed at the
same meeting, any appointment made by him pursuant to this
Article which was in force immediately before his retirement
shall remain in force as though he had not retired.
ADDITIONAL REMUNERATION AND EXPENSES
93. Each Director may be paid his reasonable travelling, hotel and incidental
expenses of attending and returning from meetings of the Board or committees of
the Board or general meetings or separate meetings of the holders of any class
of shares or of debentures of the Company and shall be paid all expenses
properly incurred by him in the conduct of the Company's business or in the
discharge of his duties as a Director. Any Director who, by request, goes or
resides abroad for any purposes of the Company or who performs services which in
the opinion of the Board go beyond the ordinary duties of a Director may be paid
such extra remuneration (whether by way of salary, commission, participation in
profits or otherwise) as the Board may determine and such extra remuneration
shall be in addition to any remuneration provided for by or pursuant to any
other Article.
DIRECTORS' INTERESTS
94. (a) A Director may hold any other office or place of profit
with the Company (except that of Auditor) in conjunction
with his office of Director for such period and upon such
terms as the Board may determine, and may be paid such extra
remuneration therefor (whether by way of salary, commission,
participation in profits or otherwise) as the Board may
determine, and such extra remuneration shall be in addition
to any remuneration provided for by or pursuant to any other
Article.
(b) A Director may act by himself or his firm in a professional
capacity for the Company (otherwise than as Auditor) and he
or his firm shall be entitled to remuneration for
professional services as if he were not a Director.
(c) A Director of the Company may be or become a director or
other officer of, or otherwise interested in, any company
promoted by the Company in which the Company may be
interested, and shall not be liable to account to the
Company or the Members for any remuneration, profit or
other benefit received by him as a director or officer of
or from his interest in such other company. The Board
may also cause the voting power conferred by the shares
in any other company held or owned by the Company to be
exercised in such manner in all respects as it thinks fit,
including the exercise thereof in favour of any resolution
appointing the Director or any of them to be directors
or officers of such other company, or voting or providing
for the payment of remuneration to the directors or
officers of such other company.
(d) A Director shall not vote or be counted in the quorum on any
resolution of the Board concerning his own appointment as
the holder of any office or place of profit with the Company
or any other company in which the Company is interested
(including the arrangement or variation of the terms
thereof, or the termination thereof).
(e) Where arrangements are under consideration concerning the
appointment (including the arrangement or variation of
the terms thereof, or the termination thereof) of two or
more Directors to offices or places of profit with the
Company or any other company in which the Company is
interested, a separate resolution may be put in relation
to each Director and in such case each of the Directors
concerned shall be entitled to vote (and be counted in the
quorum) in respect of each resolution except that
concerning his own appointment (or the arrangement or
variation of the terms thereof, or the termination thereof)
and except (in the case of an office or place of profit
with any such other company as aforesaid) where the other
company is a company in which the Director owns 1 per cent
or more within the meaning of paragraph (i) below.
(f) Subject tot he provisions of the Companies acts and to the
next paragraph of this Article, no Director or proposed or
intending Director shall be disqualified by his office from
contracting with the Company, either with regard to his
tenure of any office or place of profit or as vendor,
purchaser or in any other manner whatever, nor shall any
such contract or any other contract or arrangement in which
any Director is in any way interested be liable to be
avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company or the
Members for any remuneration, profit or other benefits
realised by any such contract or arrangement by reason of
such Director holding that office or of the fiduciary
relationship thereby established.
(g) A Director who is in any way, whether directly or
indirectly, interested in any transaction with the Company
shall declare the nature of his interest at the meeting
of the Board at which the question of entering into the
transaction is first taken into consideration, or if the
Director was not at the date of that meeting interested
in the transaction, at the first meeting of the Board
after he is or has become so interested. For the purposes
of this Article a general notice to the Board by a Director
to the effect that (i) he is a member of a specified
company or firm and is to be regarded as interested in any
transaction which may after the date of the notice be
made with that company or firm, or (ii) he is to be regarded
as interested in any transaction 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 transaction; provided that no such notice shall
be effective unless either it is given at a meeting of the
Board or the Director giving the same takes reasonable
steps to secure that it is brought up and read at the next
Board meeting after it is given.
(h) Save as otherwise provided by these Articles, a Director
shall not vote (nor be counted in the quorum) on any
resolution of the Board in respect of any transaction in
which he is materially interested, and if he shall do so his
vote shall not be counted, but subject to the provisions of
the Companies Act and in the absence of some other material
interest, this prohibition shall not apply to any of the
following matters, namely:-
(i) any transaction for giving such Director any
security or indemnity in respect of money lent
by him or obligations undertaken by him for the
benefit of the Company or any of its
subsidiaries;
(ii) any transaction for the giving by the Company or
any of its subsidiaries of any security or
indemnity to a third party in respect of a debt
or obligation in respect of which such Director
has himself given an indemnity or has guaranteed
or secured in whole or in part;
(iii) any transaction by such Director to subscribe
for shares, debentures or other securities of
the Company or any of its subsidiaries issued or
to be issued pursuant to any offer or invitation
to Members or debenture holders of the Company
or any class thereof or to the public or any
section thereof, or to underwrite or
sub-underwrite any such shares, debentures or
other securities;
(iv) any transaction in which such Director is
interested by virtue of his interest in shares
or debenture or other securities of the Company
or by reason of any other interest in or through
the Company;
(v) any transaction concerning any other company
(not being a company in which such Director owns
1 per cent or more within the meaning of
paragraph (i) below) in which he is interested
directly or indirectly whether as an officer,
shareholder, creditor or otherwise howsoever;
(vi) any proposal concerning any insurance which the
Company is empowered to purchase and/or maintain
for or for the benefit of inter alia any
Directors of the Company;
(vii) any arrangement for the benefit of employees of
the Company or of any of its subsidiaries under
which the Director benefits in a similar manner
to the employees and which does not accord to
any Director as such any privilege or advantage
not generally accorded to the employees to whom
such arrangement relates.
(i) A company shall be deemed to be a company in which a
Director owns 1 per cent or more if and so long as (but
only if and so long as) the Director together with any
person connected with him within the meaning of the
Companies Acts (a "connected person") is (either directly
or indirectly) the holder of or beneficially interested
in 1 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 the purpose of this
paragraph there shall be disregarded any shares held by
a Director or connected person as bare or custodian trustee
and in which he has no beneficial interest, any shares
comprised in a trust in which the interest of the Director
or connected person is in reversion or remainder if and
so long as some person is entitled to receive the income
thereof, and any shares comprised in an authorised unit
trust scheme in which the Director or connected person is
interested only as a unit holder.
(j) Where a company in which a Director holds 1 per cent or more
is materially interested in a transaction, then that
Director shall also be deemed materially interested in such
transaction.
(k) If any question shall arise at any meeting of the Board as
to the materiality of the interest of a Director or as to
the entitlement of any Director to vote or be counted in the
quorum and such question is not resolved by his voluntarily
agreeing to abstain from voting or not to be counted in the
quorum, such question shall be decided by a resolution of
the Board (for which purpose such Director shall be counted
in the quorum but shall not vote thereon) and such
resolution shall be final and conclusive except in a case
where the nature or extent of the interest of such Director
as known to such Director has not been fairly disclosed to
the Board.
(l) The word "transaction" in this Article shall include any
transaction, contract, arrangement or agreement or any
proposed transaction, contract, arrangement or agreement.
94A. Without prejudice to the provisions of Article 151 the Directors shall have
the power to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time Directors, officers or employees 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 employees of the
Company or of any other such company or subsidiary undertaking are interested,
including (without prejudice to the generality of the foregoing) insurance
against any liability incurred by such persons in respect of any act or omission
in the actual or purported execution and/or discharge of their duties and/or in
the exercise or purported exercise of their powers and/or otherwise in relation
to their duties, powers or offices in relation to the Company or any other such
company, subsidiary undertaking or pension fund.
POWERS AND DUTIES OF THE BOARD
95. The business of the Company shall be managed by the Board, which may pay all
expenses incurred in forming and registering the Company and may exercise all
such powers of the Company as are not by the Companies Acts or by these Articles
required to be exercised by the Company in general meeting, subject nevertheless
to the provisions of the Companies Acts and of these Articles. No alteration of
these Articles shall invalidate any prior act of the Board which would have been
valid if that alteration had not been made. The general powers given by this
Article shall not be limited or restricted by any special authority or power
given to the Board by any other Article.
96. The Board may establish local boards or agencies for managing any of the
affairs of the Company, either in the United Kingdom or elsewhere, and may
appoint any persons to be members of such local boards, or any managers or
agents, and may fix their remuneration. The Board may delegate to any local
board, manager or agent any of the powers, authorities and discretion's vested
in or exercisable by the Board, with power to sub-delegate, and may authorise
the members of any local board or any of them to fill any vacancies therein and
to act notwithstanding vacancies. Any such appointment or delegation may be made
upon such terms and subject to such conditions as the Board may think it, and
the Board may remove any person appointed as aforesaid, and may revoke or vary
such delegation, but no person dealing in good faith and without notice of any
such revocation or variation shall be affected thereby.
97. The Board may by power of attorney appoint any company, firm or person or
any fluctuating body of persons, whether nominated directly or indirectly by the
Board, to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretion's (not exceeding those vested in or
exercisable by the Board under these Articles) and for such period and subject
tot such conditions as it may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board may think fit, and may also authorise any
such attorney to sub-delegate all or any of the powers, authorities and
discretion's vested in him.
98. The Board may entrust to and confer upon any Director any of the powers
exercisable by it upon such terms and conditions and with such restrictions as
it thinks fit, and either collaterally with, or to the exclusion of, its own
powers, and may from time to time revoke or vary all or any of such powers but
no person dealing in good faith and without notice of such revocation or
variation shall be affected thereby.
99. The Board may from time to time appoint any person to any office or
employment having a 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 thereof 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 these Articles.
100. The Company may exercise all the powers conferred by the Companies Acts
with regard to having official seals, and such powers shall be vested in the
Board.
101. Subject to the provisions of the Companies Acts, the Company may keep an
overseas or local or other register in any place, and the Board may make and
vary such regulations as it may think fit respecting the keeping of any such
register.
102. All cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all receipts for
moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from
time to time by resolution determine.
103. The Board shall cause minutes or records to be made in the books provided
for the purpose:-
(a) of all appointments of officers made by the Board;
(b) of the names of the Directors present at each meeting of the
Board or committee of the Board; and
(c) of all resolutions and proceedings at all meetings of the
Company, of the holders of any class of shares in the
Company, and of the Board, and of any committee of the
Board.
104. The Board on behalf of the Company may subject to the provisions of the
Companies Acts exercise all the powers of the Company to grant pensions,
annuities or other allowances and benefits in favour of any person including any
Director or former Director or the relations, connections or dependants of any
Director or former Director. A Director or former Director shall be accountable
to the Company or the Members for any benefit of any kind conferred under or
pursuant to this Article and the receipt of any such benefit shall not
disqualify any person from being or becoming a Director of the Company.
BORROWING POWERS
105. (A) Subject as hereinafter provided and to the provisions of the Companies
Acts, 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 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.
(B) (1) 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 subsidiaries (if any) so as to secure (but as regards
subsidiaries only in so far as by the exercise of such rights or powers of
control the Board can secure) that the aggregate amount from time to time
outstanding of all borrowings by the Group (exclusively of borrowings owing by
one member of the Group to another member of the Group) shall not, without the
previous sanction of an ordinary resolution of the Company, exceed an amount
equal to twice* the Adjusted Capital and Reserves.
(*amended by Ordinary Resolution on 1st May 1995 from twice to two and one half)
(2) For the purpose of the foregoing restriction:-
(a) "the Adjusted Capital and Reserves" means the aggregate
from time to time of:-
(i) the amount paid up or credited as paid up on the
issued share capital of the Company; and
(ii) the amount standing to the credit of
the reserves (including any share
premium account, capital redemption
reserve and any credit balance on
profit and loss account) all as shown
by the then latest audited balance
sheet but after deducting therefrom
any debit balance on profit and loss
account (except to the extent that
such deduction has already been made)
and making adjustments to reflect any
variation in the amount of such paid
up share capital, share premium
account or capital redemption reserve
since the date of such audited
balance sheet;
(b) "borrowings" shall be deemed to include not only
borrowings but also the following except in so far
as otherwise taken into account:-
(i) the nominal amount of any issued
share capital and the principal
amount of any debentures or borrowed
moneys, the beneficial interest
whereof is not for the time being
owned by a member of the Group, of
any body whether corporate or
unincorporate and the payment of a
guarantee whereof is the subject of a
guarantee or indemnity by a member of
the Group;
(ii) the outstanding amount raised by
acceptances by any bank or accepting
house under any acceptance credit
opened on behalf and in favour of any
member of the Group;
(iii) the principal amount of any debenture
(whether secured or unsecured) of a
member of the Group owned otherwise
than by a member of the Group;
(iv) the principal amount of any preference share
capital of any subsidiary owned otherwise than
by a member of the Group; and
(v) any fixed or minimum premium payable on final
repayment of any borrowing or deemed
borrowing;
but shall be deemed not to include:-
(vi) borrowings for the purposes of
repaying the whole or any part of
borrowings by a 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;
(vii) borrowings for the purpose of
financing any contract in respect of
which any part of the price
receivable by a member of the Group
is guaranteed or insured by the
Export Credits Guarantee Department
of the Department of Trade or by any
other Governmental department
fulfilling a similar function, to an
amount not exceeding that part of the
price receivable thereunder which is
so guaranteed or insured; and
(viii) amounts borrowed or raised which are
for the time being deposited with HM
Customs and Excise or any other body
designated by any relevant
legislation or order in connection
with import deposits or any similar
governmental scheme to the extent
that a member of the Group retains
its interest therein;
(c) when the aggregate amount of borrowings required to
be taken into account for the purposes of this
Article on any particular day is being ascertained,
any of such moneys denominated or repayable (or
repayable at the option of any person other than
the Company) in a currency other than sterling
shall be converted for the purpose of calculating
the sterling equivalent at the rate of exchange
prevailing on that day in London provided that any
of such moneys shall be converted at the rate of
exchange prevailing in London six months before
such day if thereby such aggregate amount would be
less (and so that for this purpose the rate of
exchange shall be taken as the middle market rate
as at the close of business);
(d) "audited balance sheet" shall mean the audited balance sheet
of the Company prepared for the purposes of the Companies
acts unless at the date of the then latest such balance
sheet there shall have been prepared for such purposes and
audited a consolidated balance sheet of the Company and its
subsidiaries (with such exceptions as may be permitted in
the case of a consolidated balance sheet prepared for the
purposes of the Companies Acts) and in the latter event
"audited balance sheet" shall mean such audited consolidated
balance sheet of the Company and such subsidiaries, the
references to reserves and profits 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 subsidiaries;
(e) the Company may from time to time change the
accounting convention on which the audited balance
sheet is based, provided any new convention adopted
complies with the requirements of the Companies
Acts; 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;
(f) "the Group" means the Company and its subsidiaries (if any).
(3) A certificate or report by the Auditors for the time being
of the Company as to the amount of the Adjusted Capital and
Reserves or the amount of any borrowings or to the effect
that the limit imposed by this Article has not been or will
not be exceeded at any particular time or times shall be
conclusive evidence of such amount or fact for the purposes
of this Article.
(C) 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 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 security given that the limit hereby imposed had
been or was thereby exceeded.
PROCEEDINGS OF THE BOARD
106. Subject to the provisions of these Articles, the Board may meet for the
despatch of business, adjourn and otherwise regulate its meetings as it thinks
fit. Questions arising at any meeting shall be determined by a majority of
votes. In the case of any equality of votes the chairman of the meeting shall
have an additional or casting vote. A Director may, and the Secretary on the
requisition of a Director shall, at any time summon a Board meeting.
107. Notice of a Board meeting shall be deemed to be duly given to a Director if
it is given to him personally or by word of mouth or sent in writing to him 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 meeting shall during his absence be sent
in writing to him at his last known address or any other address given by him to
the Company for this purpose, but 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 prospectively or retrospectively.
108. 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.
Any 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.
109. The continuing Directors or a sole continuing Director may act
notwithstanding any vacancy in the Board but, if and so long as the number of
Directors is reduced below the minimum number fixed by or in accordance with
these Articles, the continuing Directors or Director, notwithstanding that the
number of Directors is below the number fixed by or in accordance with these
Articles as the quorum or that there is only one continuing Director, may act
for the purpose of filling vacancies in the Board or of summoning general
meetings of the Company but not for any other purpose. If there be no Directors
or Director able or willing to act, then any two Members may summon a general
meeting for the purpose of appointing Directors.
110. The Board may appoint a Chairman and one or more Deputy-Chairman of its
meetings and determine the period for which they are respectively to hold such
office. If no such Chairman or Deputy- Chairman is appointed, or if at any
meeting neither the Chairman nor the Deputy-Chairman is present within five
minutes after the time appointed for holding the same, the Directors may appoint
one of their number to be chairman of the meeting.
111. A meeting of the Board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretion for the time being vested in
or exercisable by the Board.
112. The Board may delegate such of its powers or discretion as it may think fit
to committees consisting of one or more members of the Board and (if thought
fit) one or more persons co-opted as hereinafter provided. Any committees so
formed shall in the exercise of the powers so delegated conform to any
regulations that may from time to time be imposed by the Board. Any such
regulations may provide for or authorise the co-option to the committee of
persons other than Directors and for such co-opted members to have voting rights
as members of the committee but so that (i) the number of co-opted members shall
be less than one-half of the total number of members of the committee; (ii) no
resolution of the committee shall be effective unless a majority of the members
of the committee present at the meeting are Directors; and (iii) the chairman of
each committee shall be a Director and in the case of any equality of votes the
chairman of the committee shall have a second or casting vote.
113. The meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions contained in these Articles for
regulating the meetings and proceedings of the Board so far as the same are
applicable and are not superseded by any regulation imposed by the Board under
the last preceding Article.
114. A resolution in writing signed by all the Directors for the time being
entitled to receive notice of a meeting of the Board (provided that number is
sufficient to constitute a quorum) or by all the members of a committee for the
time being shall be as valid and effectual as a resolution passed at a meeting
of the Board or, as the case may be, of such committee duly called and
constituted. Such resolution may be contained in one document or in several
documents in the like form each signed by one or more of the Directors or
members of the committee concerned.
115. All acts done by the Board or by any committee or by any person acting as a
director or member of a committee, shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any member of the
Board or such committee or person acting as aforesaid or that they or any of
them were disqualified or had vacated office or were not entitled to vote, be as
valid as if every such person had been duly appointed and was qualified and had
continued to be a Director or member of such committee and had been entitled to
vote.
SECRETARY
116. The Secretary shall be appointed by the Board for such term, at such
remuneration and upon such conditions as it may think fit; and any Secretary so
appointed may be removed by the Board.
117. A provision of the Companies Acts or these Articles requiring or
authorising a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same acting both as Director and as,
or in place of, the Secretary.
THE SEALS
118. The Board shall provide for the safe custody of every Seal. A Seal shall
only be used by the authority of the Board or of a committee authorised by the
Board in that behalf. Subject as otherwise provided in these Articles, any
instrument to which the common seal is affixed shall be signed by one or more
Directors and the Secretary or by two or more Directors, and any instrument to
which an official seal is affixed need not, unless the Board for the time being
otherwise determines or the law otherwise requires, be signed by any person.
119. The Company may exercise the powers conferred by the Companies Acts with
regard to having any official seal for use abroad and such powers shall be
vested in the Board.
AUTHENTICATION OF DOCUMENTS
120. 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 of the Board, and any books, records, documents and
accounts relating to the business of the Company, and to certify copies thereof
or extracts therefrom as true copies of a resolution, or an extract from the
minutes of a meeting, of the Company or of the Board or any committee of the
Board which is certified as aforesaid shall be conclusive evidence in favour of
all persons dealing with the Company upon the faith thereof that such resolution
has been duly passed or, as the case may be, that such minutes or extract is a
true and accurate record of proceedings at a duly constituted meeting.
DIVIDENDS AND OTHER PAYMENTS
121. Subject to the provisions of the Companies Acts, the Company in general
meeting may from time to time declare dividends to be paid to the Members
according to their rights and interests in the profits available for
distribution, but no dividend shall be declared in excess of the amount
recommended by the Board.
122. Subject to the provisions of the Companies Acts, in so far as in the
opinion of the Board, the profits of the Company justify such payments, the
Board may declare and pay the fixed dividends on any class of shares carrying a
fixed dividend expressed to be payable on fixed dates on the half-yearly or
other dates prescribed for the payment thereof and may also from time to time
declare and pay interim dividends on shares of any class of such amounts and on
such dates and in respect of such periods as it thinks fit.
123. Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall (as regards any
shares not fully paid throughout the period in respect of which the dividend is
paid) be apportioned and paid pro rata according to the amounts paid on the
shares during any portion or portions of the period in respect of which the
dividend is paid. For the purposes of this Article no amount paid on a share in
advance of calls shall be treated as paid on the share.
124. No dividend shall be paid otherwise than out of profits available for the
purpose in accordance with the provisions of the Companies Acts which apply to
the Company.
125. No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company.
<PAGE>
126. Subject to the provisions of the Companies Acts where any assets, business
or property is acquired by the Company as from a past date (whether such date be
before or after the incorporation of the Company) the profits and losses arising
therefrom as from such date may at the discretion of the Board in whole or in
part be carried to revenue account and treated for all purposes as profits or
losses of the Company. Subject as aforesaid, if any shares or securities are
purchase cum dividend or interest, such dividend or interest may at the
discretion of the Board be treated as revenue, and it shall not be obligatory to
capitalise the same or any part thereof.
127. (A) The Board may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien, and may apply the same in or
towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.
(B) The Board may retain the dividends payable upon shares
in respect of which any person is under the provisions as to the transmission of
shares hereinbefore contained entitled to become a Member, or which any person
is under those provisions entitled to transfer, until such person shall become a
Member in respect of such shares or shall transfer the same.
128. 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 holder thereof (or the person becoming entitled to the share in
consequence of the death, bankruptcy or mental disorder of the holder or by
operation of law or any other event) and delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Company.
129. The payment by the Board of any unclaimed dividend or other moneys payable
on or in respect of a share into a separate account shall not constitute the
Company a trustee in respect thereof and any dividend unclaimed after a period
of twelve years from the date such dividend is payable shall be forfeited and
shall revert to the Company.
130. The Company may upon the recommendation of the Board by ordinary resolution
direct payment of a dividend in whole or in part by the distribution of specific
assets (and in particular of paid-up shares or debentures of any other company)
and the Board shall give effect to such resolution, and where any difficulty
arises in regard to such distribution, the Board may settle the same as it
thinks expedient and in particular may issue fractional certificates and fix the
value for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any Members upon the footing of
the value so fixed in order to adjust the rights of all parties and may vest any
such specific assets in trustees as may seem expedient to the Board.
<PAGE>
131. Any dividend or other moneys payable in cash on or in respect of a share
may be paid by cheque or warrant sent through the post to the registered address
of the Member or person entitled thereto (or, if two or more persons are
registered as joint holders of the share or are entitled thereto in consequence
of the death, bankruptcy or mental disorder of the holder or by operation of law
or any other event to any one such persons) or to such person and such address
as such Member or person or persons may in writing direct. Every such cheque or
warrant shall be made payable to the order of the person to whom it is sent or
to such person as the holder or joint holders or person or persons entitled to
the share in consequence of the death, bankruptcy or mental disorder of the
holder or by operation of law or any other event may in writing direct and
payment of the cheque or warrant by the banker upon whom it is drawn shall be a
good discharge to the Company. Every such cheque or warrant shall be sent at the
risk of the person entitled to the money represented thereby.
132. If two or more persons are registered as joint holders of any share, or are
entitled jointly to a share in consequence of the death, bankruptcy or mental
disorder of the holder or by operation of law or any other event, any one of
them may give effectual receipts for any dividend or other money payable or
property distributable on or in respect of the share.
133. Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in general meeting or a resolution of the Board may
specify that the same shall be payable to the persons registered as the holders
of such shares at the close of business on a particular date, notwithstanding
that it may be a date prior to that on which the resolution is passed, and
thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter se
in respect of such dividend of transferors and transferees of any such shares.
RESERVES
134. The Board may, before recommending any dividend, set aside out of the
profits of the Company such sums as it thinks proper as reserves which shall, at
the discretion of the Board, be applicable for any purpose to which the profits
of the Company may be properly applied and pending such application may, also at
such discretion, either be employed in the business of the Company or be
invested in such investments as the Board may from time to time think fit. The
Board may also without placing the same to reserve carry forward any profits
which it may think it prudent not to distribute.
<PAGE>
CAPITALISATION OF PROFITS
135. (A) The Company may, upon the recommendation of the Board, at any time and
from time to time pass an ordinary resolution to the effect that it is desirable
to capitalise all or any part of any amount for the time being standing to the
credit of any reserve or fund which is available for distribution or to the
credit of any share premium account or any capital redemption reserve and
accordingly that such amount be set free for distribution among the Members or
any class of Members who would be entitled thereto if distributed by way of
dividend and in the same proportions on the footing that the same be not paid in
cash but be applied either in or towards paying up the amounts for the time
being unpaid on any shares in the Company held by such Members respectively or
in payment up in full of unissued shares, debentures or other obligations of the
Company, to be allotted and distributed credited as fully paid among such
Members, or partly in one way and partly in the other and the Board shall give
effect to such resolution, provided that, for the purposes of this Article, a
share premium account and a capital redemption reserve may be applied only in
the paying up of unissued shares to be allotted to such Members credited as
fully paid.
(B) The Company may on the recommendation of the Board at any time
and from time to time pass an ordinary resolution to the effect that it is
desirable to capitalise all or any part of any amount for the time being
standing to the credit of any of the Company's reserve accounts or to the credit
of the profit and loss account which is not available for distribution by
applying such sum, in paying up in full unissued shares to be allotted credited
as fully paid among the Members or any class of Members who would be entitled
thereto if distributed by way of dividend and in the same proportions and the
Board shall give effect to such resolution.
136. Where any difficulties arises in regard to any distribution under the last
preceding Article the Board may settle the same as it thinks expedient and in
particular may issue fractional certificates or authorise any person to sell and
transfer any fractions and arrange for the distribution of the net proceeds of
sale in due proportion amongst the Members who would have been entitled to the
fractions or, if permitted, for the retention of such net proceeds for the
benefit of the Company, or may resolve that the distribution should be a nearly
as may be practicable in the correct proportion but not exactly so 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 may seem expedient to
the Board. The Board may appoint any person to sign on behalf of the persons
entitled to participate in the distribution of any contract necessary or
desirable for giving effect thereto and such appointment shall be effective and
binding upon the Members.
<PAGE>
RECORD DATES
137. 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 such dividend, distribution, allotment or issue is declared,
paid or made.
FORM OF REGISTERS
138. Any register, index, minute book, book of account or other book required by
these Articles or the Companies Acts to be kept by or on behalf of the Company
may be kept either by making entries in bound books or by recording them in any
other manner. In any case in which bound books are not used, the Directors shall
take adequate precautions for guarding against falsification and for
facilitating its discovery.
ACCOUNTING RECORDS
139. The Board shall cause to be kept accounting records sufficient to give a
true and fair view of the state of the Company's affairs and to show and explain
its transactions, in accordance with the provisions of the Companies acts. The
accounting records shall be kept at the Office or, subject to the provisions of
the Companies acts, at such other place or places as the Board may think fit and
shall always be open to inspection by the officers of the Company. No Member
(other than an officer of the Company) shall have any right of inspecting any
accounting record or book or document of the Company except as conferred by law
or authorised by the Board.
140. A copy of every balance sheet and profit and loss account, including every
document required by law to be annexed thereto, which is to be laid before the
Company in general meeting, together with a copy of the Auditor's report, shall
be sent to each person entitled thereto in accordance with the requirements of
the Companies Acts, and copies shall also be sent in appropriate numbers to The
Stock Exchange in accordance with the terms of any Listing Agreement for the
time being binding on the Company.
AUDITORS
141. Auditors shall be appointed and their duties regulated in accordance with
the provisions of the Companies Acts.
SERVICE OF NOTICES AND OTHER DOCUMENTS
142. Any notice or other document (including a share certificate) may be served
on or delivered to any Member by the Company either personally or by sending it
through the post in a prepaid letter addressed to such member at his registered
address as appearing in the Register or by delivering it to or leaving it at
such registered address addressed as aforesaid. In the case of joint holders of
a share, service or delivery of any notice or other document on or to one of the
joint holders shall for all purposes be deemed a sufficient service on or
delivery to all the joint.
143. Any Member described in the Register by an address not within the United
Kingdom who shall, from time to time, give to the Company an address within the
United Kingdom at which notices may be served upon him shall be entitled to have
notices served upon him at such address, but save as aforesaid no Member other
than a Member described in the Register by an address within the United Kingdom
shall be entitled to receive any notice from the Company.
144. Any such notice or other document, if sent by first class post, shall be
deemed to have been served or delivered on the day after the day when it was put
in the post, and in proving such service or delivery it shall be sufficient to
prove that the notice or document was properly addressed, prepaid and put in the
post. Any notice or other document delivered or left at a registered address
otherwise than by post shall be deemed to have been served or delivered on the
day it was so delivered or left.
145. Any notice or other document delivered or sent by post to or left at the
registered address of any Member in pursuance of these Articles shall,
notwithstanding that such Member is then dead or bankrupt or that any other
event has occurred, and whether or not the Company has notice of the death or
bankruptcy or other event, be deemed to have been duly served or delivered in
respect of any share registered in the name of such Member as sole or joint
holder unless his name shall, at the time of service or delivery of the notice
or document, have been removed from the Register as the holder of the share, and
such service or delivery shall for all purposes be deemed a sufficient service
or delivery of such notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the share.
146. If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom the Company is unable to effectively convene
a general meeting by notices sent through the post, a general meeting may be
convened by a notice advertised on the same date in at least tow leading daily
newspapers (at least one of which shall be a London newspaper) and such notice
shall be deemed to have been duly served on all members entitled thereto at noon
on the day when the advertisement appears. In any such case the Company shall
send confirmatory copies of the notice by post if at least forty-eight hours
prior to the meeting the posting of notices to addresses throughout the United
Kingdom again become practicable.
147. Nothing in any of the preceding five Articles shall affect any requirement
of the Companies Act that any particular offer, notice or other document be
served in any particular manner.
DESTRUCTION OF DOCUMENTS
148. The Company may destroy:-
(i) any share certificate which has been cancelled at any
time after the expiry of one year from the date of such
cancellation;
(ii) any dividend mandate or any variation of cancellation
thereof or any notification of change of name or address
at any time after the expiry of two years from the date
such mandate variation cancellation or notification is
recorded by the Company;
(iii) any instrument of transfer of shares which has been
registered at any time after the expiry of six years from
the date of registration; and
(iv) any other document on the basis of which any entry in the
Register is made at any time after the expiry of six
years from the date an entry in the Register was first
made in respect of it;
and it shall conclusively be presumed in favour of the Company that
every share certificate so destroyed was a valid certificate duly and properly
cancelled and that every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered and that every other document
destroyed hereunder was a valid and effective document in accordance with the
recorded particulars thereof in the books or records of the Company. Provided
always that:-
(a) the foregoing provisions of this Article shall apply only to
the destruction of a document in good faith and without
express notice to the Company that the preservation of such
document was relevant to a claim;
(b) 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 as aforesaid
or in any case where the conditions of proviso (a) above are
not fulfilled; and
(c) references in this Article to the destruction of any document
include references to its disposal in any manner.
WINDING UP
149. The Board shall have power in the name and on behalf of the
Company to present a petition to the Court for the Company to be wound up.
150. If the Company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the Court) the liquidator may, with the authority of an
extraordinary resolution and subject to any provision sanctioned in accordance
with the provisions of the Companies Acts, divide amongst Members in specie or
kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purposes, set
such values as he deems fair upon any property to be divided as aforesaid and
may determine how such division shall be carried out as between the Member or
different classes of Members. The Liquidator may, with the like authority, vest
the whole or any part of the assets in trustees upon such trusts for the benefit
of Members as the Liquidator with the like authority shall think fit, and the
liquidation of the Company may be closed and the Company dissolved, but so that
no contributory shall be compelled to accept any shares or other property in
respect of which there is a liability and the Liquidator may make any provision
referred to in, and sanctioned in accordance with the provisions of the
Companies Acts.
INDEMNITIES
151. Subject to the provisions of the Companies Acts, every Director, alternate
Director, Auditor, Secretary or other officer of the Company shall be entitled
to be indemnified by the Company against all costs, charges, losses, expenses
and liabilities incurred by him in the execution and discharge of his duties or
in relation thereto including any liability incurred by him in defending any
proceedings, civil or criminal, which relate to anything done or omitted or
alleged to have been done or omitted by him as an officer or employee of the
Company and in which judgement is given in his favour (or the proceedings
otherwise disposed of without any finding or admission of nay material breach of
duty on his part) or in which he is acquitted or in connection with any
application under any statute for relief from liability in respect of any such
act or omission in which relief is granted by the Court.
EMPLOYEES
152. The Board may by resolution exercise any power conferred by the Companies
Acts 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.
Private & Confidential
DATED 12 JULY 1999
HUNTINGDON LIFE SCIENCES GROUP PLC (1)
and
J S BLOOR (TAMWORTH) LIMITED (2)
---------------------------------------------------------
AGREEMENT
for the sale of
Freehold Property
known as
Stamford Lodge, Altrincham Road
Wilmslow, Macclesfield
in the County of Cheshire
---------------------------------------------------------
<PAGE>
CONTENTS
Clause Heading Page
1 Interpretation.................................................3
2 Sale and Purchase..............................................3
3 Deposit........................................................3
4 Completion.....................................................3
5 Application of the National Conditions.........................4
6 Title..........................................................5
7 Transfer.......................................................7
8 Restrictions...................................................7
9 Non-Merger.....................................................7
10 No Representations............................................7
11 Value Added Tax...............................................8
12 Notices.......................................................8
13 Interest......................................................8
Schedule 1......................................................10
<PAGE>
THIS AGREEMENT is made 12 July 1999
BETWEEN:
(1) HUNTINGDON LIFE SCIENCES GROUP PLC whose registered office is at
Woolley Road Alconbury Huntingdon Cambridgeshire PE18 6ES ("the
Vendor")
(2) J S BLOOR (TAMWORTH) LIMITED (registered number 2147377) whose
registered office is at Ashby Road Measham Swadlincote
Derbyshire DE12 7JP ("the Purchaser")
IT IS AGREED that:
1. Interpretation
1.1 In this Agreement unless the context otherwise requires:
(a) words importing any gender include every gender
(b) words importing the singular number also include the plural
number and vice versa
(c) words importing persons include firms companies and corporations
and vice versa
(d) references to numbered clauses and schedules are to the relevant
numbered clause in or schedule to this Agreement
(e) where any obligation is undertaken by two or more persons
jointly those persons shall be jointly and severally liable in
respect of that obligation
(f) the headings to the clauses and schedules shall not affect the
interpretation
1.2 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
(a) "Completion" means actual completion of the sale the subject
of this Agreement
(b) "Completion Date" means 1st September 1999
(c) "Completion Money" means the balance of the Price payable on
Completion
(d) "National Conditions" means the National Conditions of Sale
(20th Edition) and all references in the National Conditions
to "the property" shall be deemed to be references to the
Property;
(e) "Nominated Account" means the Vendor's Solicitors' client
account number 0660947 at Lloyds Bank plc Colmore Row Branch
Birmingham sort code 30-00-03 or such other client account or
accounts of the Vendor's Solicitors as they may specify
(f) "Price" means the sum of (pound)4,250,000 (four million two
hundred and fifty thousand pounds)
(g) "Property" means the property described in the Transfer
(h) "Purchaser's Solicitors" means edge ellison of Rutland House
148 Edmund Street Birmingham B3 2JR or such other solicitors
as the Purchaser shall appoint in relation to the purchase of
the Property
(i) "Title Matters" means any covenants easements rights or other
matters affecting the Property or of which the Property has
the benefit which are contained or referred to in the
documents listed in the Transfer but the Property is not sold
subject to Entry Numbers 5, 6 and 7 of the Proprietorship
Register or Entry Numbers 4, 5, 6 and 7 of the Charges
Register of CH410069.
(j) "Transfer" means the transfer of the Property by the Vendor
under this Agreement in the form annexed to Schedule 1
(k) "VAT" means Value Added Tax and includes any future tax of a
like nature
(l) "Vendor's Solicitors" means Wragge & Co of 55 Colmore Row
Birmingham B3 2AS or such other solicitors as the Vendor shall
appoint in relation to the sale of the Property
(m) "Working day" has the meaning given by the National Conditions
(as amended by this Agreement)
(n) "1994 Act" means the Law of Property (Miscellaneous Provisions)
Act 1994
2. Sale and Purchase
2.1 The Vendor will sell and the Purchaser will purchase the Property for
the Price on the terms of this Agreement
3. Deposit
3.1 A deposit of (pound)425,000 (four hundred and twenty five thousand
pounds) shall be paid on exchange of this Agreement to the Vendor's
solicitors to be held as agent for the Vendor
4. Completion
4.1 The sale and purchase shall be completed and the Completion Money paid
on or before 1.00p.m. on the Completion Date
4.2 The Completion Money shall be paid by electronic funds transfer to the
Nominated Account
4.3 The Completion Money shall be deemed to have been received when the
bank or banks to which it was transferred has received it
4.4 The Vendor shall not be required to complete before 9.30 am or
after 5.30 p.m. on a Working day nor at any time on a day
which is not a Working day
4.5 If Completion occurs after 2 p.m. on a Working day (or at any time on a
day which is not a Working day) then for the purposes of the National
Conditions 6 7 and 8 Completion shall be deemed to have occurred at
9.30 am on the next Working day
5. Application of the National Conditions
5.1 The Property is sold subject to the National Conditions so far as they
are not varied by or inconsistent with this Agreement
and are applicable to a sale by private treaty
5.2 National Conditions 1(6), 3, 5(3), 5(4), 5(5), 6(1), 6(2), 8(4),
11, 15(2), 15(3) shall not apply to this Agreement
5.3 The prescribed rate of interest specified in definition (4) of the
National Conditions shall for the purposes of the National Conditions
be four per cent per annum above the Base Lending Rate from time to
time of Lloyds Bank plc
5.4 In National Condition 6(3) the words "In any other case" shall be
deleted in the first line
5.5 The provisos (i) and (iii) to National Condition 7(1) shall not apply
to this Agreement
5.6 For the purposes of National Conditions 6 and 7 the Vendor shall be
entitled in respect of the same period of time both to be paid
interest and to enjoy the income of the Property but shall not be
entitled to be paid interest more than once on the
same sum of money
5.7 The words "notwithstanding that the Vendor may not have been lawfully
entitled to allow the Purchaser into occupation of the Property prior
to Completion" shall be added at the end of National Condition 8(1)(ii)
5.8 The word "not" shall be deleted from National Condition 8(3)
5.9 Where the Purchaser is allowed access to or occupation of the Property
prior to Completion in order to carry out works or installations the
provisions of National Conditions 8(1), 8(2) and 8(3) (as varied above)
shall apply and in addition:
(a) the Purchaser shall have no claim against the Vendor for and
shall indemnify the Vendor in respect of all liabilities costs
and expenses arising from the death of or injury to any person
at the Property or the loss of or damage to any property real
or personal and
(b) the Purchaser shall upon rescission of this Agreement if and
to the extent required in writing by the Vendor remove any
installations made by the Purchaser and reinstate the Property
to as good a state of repair and condition as it was in
immediately before the Purchaser took occupation or access
5.10 The Vendor shall for the purposes of National Condition 22 be deemed to
be ready and willing to fulfil the Vendor's own outstanding obligations
under this Agreement notwithstanding that of the date of service of a
notice under National Condition 22 the Vendor may be a contracting
purchaser of the Property or the Property may be subject to a charge or
mortgage which is to be discharged on Completion
5.11 In National Conditions 22(2) and 22(3) the words "10 Working days"
shall be substituted for the words "16 Working days"
6. Title
6.1 Huntingdon Life Sciences Limited is registered at HM Land Registry as
Proprietor of the Property with Absolute Title under Title Number
CH410069 and is currently pending registration in respect of a small
additional piece of land under title number CH438940
6.2 Huntingdon Life Sciences Limited has contracted to sell the Property
to the Vendor and the Vendor shall procure the transfer
of the Property to the Purchaser on Completion
6.3 The Property is sold subject to and where appropriate with the
benefit of:
(a) all matters capable of registration as Local Land Charges or
otherwise whether registered or not and every charge, notice,
direction order, restriction, condition and other matter of
whatsoever nature affecting the Property capable of discovery
by search or enquiry of any local or other authority or
statutory undertaker and the Purchaser shall be deemed to
purchase with full knowledge thereof whether or not any search
or enquiry has been made
(b) all notices served and proposals requirements or agreements
made by or (as the case may be) with any competent authority
(c) all overriding interests as defined in section 70(1) of the
Land Registration Act 1925 as amended
(d) the Title Matters
6.4 The Property is sold with vacant possession
6.5 The Purchaser shall accept the Title of the Vendor to the Property
which has been deduced in full to the Purchaser and shall not raise any
requisition or objection in respect of the Title to the Property except
in respect of matters arising in the period between the date of this
Agreement and Completion
6.6 The Purchaser is deemed to have inspected the Property whether or not
the Purchaser has in fact done so and shall be deemed to buy with full
knowledge in all respects of the authorised use of the Property for the
purposes of the legislation relating to the Town and Country Planning
legislation
6.7 The Vendor shall sell with full title guarantee
6.8 The Vendor will procure at its expense the removal of Entry Numbers 5,
6 and 7 of the Property Register and Entry Numbers 4,
5, 6 and 7 of the Charges Register of title number CH410069
6.9 The Vendor will procure at its expense cancellation of the existing
Agreements with Anthony William Whittaker, Michael Arthur Sachs and T
Corniell Landscapes and Maintenance
6.10 The Vendor will ensure that the Land Certificate for CH438940 is
delivered to the Purchaser if received by the Vendor or its solicitors
and will use all reasonable endeavours to complete the registration of
that title in accordance with the application it has lodged
7. Transfer
7.1 The Transfer shall be in the form attached to Schedule 1
7.2 The Purchaser shall at the Purchaser's expense prepare execute stamp
and deliver to the Vendor within seven days after Completion a
duplicate of the Transfer
7.3 The Vendor shall only be required to execute one Transfer of the whole
of the Property
8. Restrictions
8.1 The Purchaser shall not be entitled to assign charge or mortgage this
Agreement
The Vendor shall not be required to convey transfer or assign the
Property to any person other than the Purchaser
9. Non-Merger
9.1 The obligations of the Vendor and the Purchaser shall continue
notwithstanding Completion insofar as they remain to be
performed and observed
10. No Representations
10.1 This Agreement incorporates the entire contract between the parties and
the Purchaser acknowledges that the Purchaser has not entered into this
Agreement in reliance on any advertisement or other matter issued by
the Vendor or the Vendor's agents or in reliance on any statements or
representations made to the Purchaser by either of them save those
written statements of the Vendor's Solicitors made before the date of
this Agreement in reply to any written enquiries raised by the
Purchaser's Solicitors
10.2 If there are any side letters relating to this transaction it is
expressly agreed that although they may have legal force as
representations collateral contracts or in some other way they do not
form part of this Agreement
11. Value Added Tax
11.1 The Vendor will not elect to waive exemption to VAT which is not
charged on the Completion Money
12 Notices
12.1 Any notice or other communication to be given to or made to the Vendor
shall be addressed to the Vendor (marked for the attention of The Group
Company Secretary) and delivered to its registered office at Woolly
Road Alconbury Huntingdon Cambridgeshire PE18 6ES or such other address
in England or Wales and/or marked for such other person's attention as
may be notified by the Vendor to the Purchaser in writing for this
purpose from time to time
12.2 Any notice or other communication to be given or made to the Purchaser
shall be addressed to the Purchaser (marked for the attention of the
Company Secretary) and delivered to the address set out on page 1 or
such other address in England or Wales and/or marked for such other
person's attention as may be notified by the Purchaser to the Vendor in
writing for this purpose from time to time
12.3 Any notice or other communications shall be in writing, may be by first
class prepaid recorded delivery post or personal delivery and (unless
the contrary shall be proved) shall be deemed to have been given or
made if by first class prepaid recorded delivery post, 2 Working days
after posting and if personally delivered, upon delivery
13 Interest
Interest at the prescribed rate shall be charged on any amounts payable
under the terms of this Agreement from the time at which such amount
becomes payable until the time at which payment is actually received
whether before or after judgment
AS WITNESS the hands of the parties
SIGNED by .................................. )
for and on behalf of the Vendor )
SIGNED by .................................. )
for and on behalf of the Purchaser )
<PAGE>
Schedule 1
Form of Transfer
<PAGE>
- -------------------------------------------------------------------------
1. Stamp Duty
- -------------------------------------------------------------------------
Place "X" in the box that applies and complete the box in the appropriate
certificate.
_____ I/We hereby certify that this instrument falls within category _____
in the Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987
______ It is certified that the transaction effected does not form part of a
larger transaction or of a series of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration exceeds
the sum of
(pound)'000 _______
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2. Title Number(s) of the Property (leave blank if not yet registered)
CH410069 CH438940
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3. Property
Stamford Lodge, Altrincham Road, Wilmslow
Parcel of Land to the east of Altrincham Road, Wilmslow
If this transfer is made under section 37 of the Land Registration Act 1925
following a not-yet-registered dealing with part only of the land in a title, or
is made under rule 72 of the Land Registration Rules 1925, include a reference
to the last preceding document of title containing a description of the
property.
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4. Date
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5. Transferor (give full names and Company's Registered Number if any)
Huntingdon Life Sciences Limited whose registered office is at Woolley Road,
Alconbury, Huntingdon, Cambridgeshire PE18 6ES (Company
Registration No. 1815730)
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6. Transferee for entry on the register (Give full names and Company's
Registered Number if any; for Scottish Co. Reg. Nos., use an SC prefix. For
foreign companies give territory in which incorporated.)
J S BLOOR (TAMWORTH) LIMITED (Company Registration No. 2147377)
Unless otherwise arranged with Land Registry headquarters, a certified copy of
the transferee's constitution (in English or Welsh) will be required if it
is a body corporate but is not a company registered in England and Wales or
Scotland under the Companies Act.
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7. Transferee's intended address(es) for service in the U.K. (including
postcode) for entry on the register Ashby Road, Measham, Swadlincote,
Derbyshire DE12 7JP
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8. The Transferor transfers the property to the Transferee.
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9. Consideration (Place "X" in the box that applies. State clearly the currency
unit of other than sterling. If none of the boxes applies, insert an appropriate
memorandum in the additional provisions panel.)
__X__ The Transferor has received from the Sub Vendor for the property the sum
of (in words and figures)
_____ Four million two hundred and fifty thousand pounds ((pound)4,250,000)
and the Sub Vendor has
(insert other receipt as appropriate) received from the Transferee the
sum of Four million two hundred and fifty thousand pounds
((pound)4,250,000)
_____ The Transfer is not for money or anything which has a monetary value
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10. The Transferor transfers with (place "X" in the box which applies and add
any modifications)
__X__ full title gurantee _____ limited title gurantee
provided always that :
Section 2(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994
shall apply as if the words "will at the cost of the person to whom the
disposition is made" were substituted for the words "will at its own cost"
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11. Declaration of trust Where there is more than one transferee, place "X" in
the appropriate box.
____ The transferees are to hold the property on trust for themselves as joint
tenants.
____ The transferees are to hold the property on trust for themselves as
tenants in common in equal shares.
____ The transferees are to hold the property (complete as necessary)
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12. Additional Provision(s) Insert here any required or permitted statement,
certificate or application and any agreed covenants, declarations, etc.
Transferee's Obligations :
12.1 The Transferee agrees with the Transferor that the Transferee and the
Transferee's sucessors in title shall at all times hereafter comply with the
covenants, conditions and matters referred to in the title registers of the
above title number and shall indemnify and keep indemnified the Transferor
against all actions, costs, claims, demands, losses and proceedings in
respect of any non-compliance.
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13. The Transferors and all other necessary parties should execute this transfer
as a deed using the space below. Forms of execution are given in Schedule 3 to
the Land Registration Rules 1925. If the transfer contains transferee's
covenants or declarations or contains an application by them (e.g. for a
restriction), it must also be executed by the Transferees.
EXECUTED as a DEED )
by the Transferor acting by )
two directors or one director )
and its secretary. )
.................................
Director
.................................
Director / Secretary
EXECUTED as a DEED )
by the Transferee acting by )
two directors or one director )
and its secretary. )
.................................
Director
.................................
Director / Secretary
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1. Continued from Form __TR1__ Title number(s) CH410069 and CH438940
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2. Before each continuation, state panel to be continued, e.g. "Panel 12
continued".
"Panel 12 continued"
12.2 The Sub Vendor referred to in box 9 is :
Huntingdon Life Sciences Group plc whose registered office is at Woolley
Road, Alconbury, Huntingdon, Cambridgeshire PE17 5HS
(Registered No. 502370).
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