SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
London Pacific Group Limited
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(Exact name of registrant as specified in its Articles)
Jersey (Channel Islands) U.K. 000000000
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(State or Other jurisdiction (IRS Employer
incorporation) Identification No)
Minden House
6 Minden Place
St Helier
Jersey
Channel Islands
JE2 4WQ
Tel: 011 44 1534 607700
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(Address and telephone of principal office)
N/A
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Former name, if changed since last report
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Item 5. Other Events
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At its Annual General Meeting On April 18, 2000, the Ordinary Shareholders
of London Pacific Group Limited considered a special resolution, to amend its
Articles of Association in order to allow its Ordinary Shares to be traded and
issued in Uncertificated form.
The following Special Resolution was approved:-
"That the Articles of Association of the Company be amended as follows:
(a) Article 1 be amended by the addition of the following defined terms and
their corresponding meanings, all to be inserted in the appropriate
alphabetical order:
Approved operator An `approved operator' as defined in the Order.
Certificated Share A share which is recorded in the Register of Members as being
held in certificated form.
Member Subject to the Order, a person who is registered in the Register as the
holder of a share or shares.
Order
The Companies (Uncertificated Securities) (Jersey) Order, 1999.
Ordinary resolution
A Resolution of a General Meeting passed by an absolute majority of the
votes recorded and in respect of which notice has been given in
accordance with the Law and the Order.
Register
The Register of Members as required to be kept by Article 41 of the Law
and in the manner required by Article 18 of the Order.
Special Resolution
A Resolution as defined in Article 90 of the Law, in respect of which
notice has been given in accordance with the Law and the Order.
Uncertificated Share
A share or class of shares or a renounceable right of allotment of a
share, title to which is permitted to be transferred by means of an
Uncertificated System in accordance with the Order.
Uncertificated System
The CREST system or any other applicable system which is operated by an
approved operator.
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(b) Article 1 be further amended by the deletion of the following defined terms
and their corresponding meanings:
`Member', `Ordinary Resolution', `Register' and `Special Resolution'.
(c) Article 1 shall be further amended by the addition of the following
paragraph (e):
`(e) a reference to an Uncertificated System is a reference to the
Uncertificated System in respect of which the particular share or class of
shares or renounceable right of allotment of a share is a Participating
Security.'
(d) Article 11, second line, shall be amended by the insertion of `and Article
18 of the Order' after the word `Law'.
(e) The first line of Article 6 shall be amended by the insertion of `always to
Article 30 of the Order and otherwise' after the word `Subject'.
(f) The heading `SHARE CERTIFICATES' which appears before Article 14 shall be
deleted and replaced by the heading `CERTIFICATED SHARES'.
(g) By inserting the words, `In relation to Certificated Shares:' before
paragraph (a) of Article 14.
(h) By inserting the following new Article 14A:
`Uncertificated Shares 14A.
(a) The Board may, in accordance with the Law and the Order, resolve that a
class of shares is to become, or is to cease to be, an Uncertificated
Share. The remaining provisions of this Article 14(A) shall only apply
after such a resolution of the Board has been made.
(b) Shares of a class shall not be treated as forming a separate class from
other shares of the same class as a consequence of such shares being held
in certificated or uncertificated form or of any provision in these
Articles or the Order applying only to certificated shares or to
uncertificated shares.
(c) Any share of a class which is an Uncertificated Share may be changed from
an uncertificated share to a certificated share and from a certificated
share to an uncertificated share in accordance with the Order.
(d) These Articles apply to uncertificated shares of a class which is an
Uncertificated Share only to the extent that these Articles are consistent
with the holding of such shares in uncertificated form, with the transfer
of title to such shares by means of the Uncertificated System and with the
Order.
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(e) The Board may lay down regulations not included in these Articles which (in
addition to or in substitution for any provisions in these Articles):
(i) apply to the issue, holding or transfer of uncertificated
shares;
(ii) set out (where appropriate) the procedures for conversion
and/or redemption of uncertificated shares; and/or
(iii) the Board considers necessary or appropriate to ensure that
these Articles are consistent with the Order and/or the
Approved Operator's rules and practices.
Such regulations will apply instead of any relevant provisions in these
Articles which relate to certificates and the transfer, conversion and
redemption of shares or which are not consistent with the Order, in all
cases to the extent (if any) stated in such regulations. If the Board
makes any such regulations, paragraph (d) of this Article will (for the
avoidance of doubt) continue to apply to these Articles, when read in
conjunction with those regulations.
(f) Any instruction given by means of an Uncertificated System shall be a
dematerialised instruction given in accordance with the Order, the
facilities and requirements of the Uncertificated System and the Approved
Operator's rules and practices.
(g) For any purpose under these Articles, the Company may treat a member's
holding of uncertificated shares and of certificated shares of the same
class as if they were separate holdings, unless the Board otherwise
decides.
(h) Where the Company is entitled under the Law, the Order, the Approved
Operator's rules and practices, these Articles or otherwise to dispose of,
forfeit, enforce a lien over or sell or otherwise procure the sale of any
shares of a class which is an Uncertificated Share which are held in
uncertificated form, the Board may take such steps (subject to the Order
and to such rules and practices) as may be required or appropriate, by
instruction by means of the Uncertificated System or otherwise, to effect
such disposal, forfeiture, enforcement or sale including by (without
limitation):
(i) requesting or requiring the deletion of any computer based entries in the
Uncertificated System relating to the holding of such shares in
uncertificated form;
(ii) altering such computer based entries so as to divest the holder of such
shares of the power to transfer such shares other than to a person selected
or approved by the Company for the purpose of such transfer;
(iii)requiring any holder of such shares to take such steps as may be necessary
to sell or transfer such shares as directed by the Company;
(iv) otherwise rectify or change the Register of Members in respect of any such
shares in such manner as the Board considers appropriate (including,
without limitation, by entering the name of a transferee into the Register
of Members as the next holder of such shares); and/or
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(v) appointing any person to take any steps in the name of any holder of such
shares as may be required to change such shares from uncertificated form to
certificated form and/or to effect the transfer of such shares (and such
steps shall be effective as if they had been taken by such holder).'
(i) The heading `TRANSFER OF SHARES' which appears before Article 26
shall be deleted and replaced by the heading `TRANSFER OF CERTIFICATED
SHARES'.
(j) Article 34 shall be redesignated as Article 32, and Articles 32 and 33
shall be redesignated as Articles 33 and 34.
(k) By amending Articles 26 to 32 inclusive with the addition of the word
`Certificated' in front of the words `Share' or `Shares' wherever they
occur.
(l) By inserting the following new Article 32A:
`Transfer of Uncertificated Shares 32A. (a) Subject to these Articles and
the Law, a Member may transfer all or any of his uncertificated shares without a
written instrument and in accordance with the Order.
(b) The Board shall register a transfer of title to any uncertificated
share or the renunciation or transfer of any renouncable right of allotment of a
share which is an Uncertificated Share held in accordance with the Order, except
that the Board may refuse (subject to any relevant requirements of the London
Stock Exchange) to register any such transfer or renunciation in favour of more
than four persons jointly or in any other circumstance permitted by Article 23
of the Order.
(c) If the Board declines to register a transfer of an uncertificated share
pursuant to Article 32A(b) the Company shall within one month of being required
to do so send to the transferee notice of the refusal and, if required to
register a transfer of title to uncertificated shares by an Approved Operator's
instruction, notify the Approved Operator of its refusal to do so'.
(m) By inserting a new heading, `OTHER PROVISIONS RELATING TO TRANSFERS' before
Article 33.
(n) A new Article 37A shall be inserted after Article 37 as follows:
`37A.
(a) If the person so becoming entitled shall elect to be
registered himself, shall deliver or send to the Company a
notice in writing signed by him stating that he so elects.
(b) If he shall elect to have another person registered, he shall:
(i) in the case of a certificated share, execute an
instrument of transfer of such share to such person;
and
(ii) in the case of an uncertificated share, either:
(aa) procure that all appropriate instructions are given
by means of the Order to effect the transfer of such
share to such person; or
(bb) change the uncertificated share to
certificated form and then execute an
instrument of transfer of such share to such
person. "
Date: 26th April 2000
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Director represented by:
London Pacific Group Limited
Minden House
6 Minden Place No.........Date...........
St. Helier Reference.................
Jersey Initials..................
Ref: LPGL
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SIGNATURE
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 hereunto duly authorized.
Date: May 8, 2000 LONDON PACIFIC GROUP LIMITED
(Registrant)
By: /s/ R. W. Green
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R.W. Green
Secretary
