56 / 67
Classification: General
52
(b)
calculated in such manner as may be determined by or in accordance with the
ordinary resolution.
(5)
The board shall give notice to the holders of ordinary shares of their rights of election in
respect of the scrip dividend and shall specify the procedure to be followed in order to
make an election.
(6)
The dividend or distribution or that part of it in respect of which an election for the scrip
dividend is made shall not be paid and instead further shares shall be allotted in
accordance with elections duly made and the board shall capitalise a sum equal to the
aggregate nominal amount of the shares to be allotted out of such sums available for the
purpose as the board may consider appropriate.
(7)
The further shares so allotted shall rank
pari passu
in all respects with the fully paid shares
of the same class then in issue except as regards participation in the relevant dividend or
distribution.
(8)
The board may decide that the right to elect for any scrip dividend shall not be made
available to members resident in any territory where, in the opinion of the board,
compliance with local laws or regulations would be unduly onerous.
(9)
The board may do all acts and things as it considers necessary or expedient to give effect
to the provisions of a scrip dividend election and the issue of any shares in accordance
with the provisions of this article, and may make such provisions as it thinks fit for the
case of shares becoming distributable in fractions (including provisions under which, in
whole or in part, the benefit of fractional entitlements accrues to the Company rather than
to the members concerned). To the extent that the entitlement of any holder of ordinary
shares in respect of any dividend or distribution is less than the value of one new share (as
determined for the basis of any scrip dividend) the board may also from time to time
establish or vary a procedure for such entitlement to be accrued and aggregated with any
similar entitlement for the purposes of any subsequent scrip dividend.
(10)
The board may from time to time establish or vary a procedure for election mandates,
under which a holder of ordinary shares may, in respect of any future dividends or
distributions for which a right of election pursuant to this article is offered, elect to receive
shares in lieu of such dividend on the terms of such mandate.
(11)
The board shall not make a scrip dividend available unless the Company has sufficient
unissued shares and amounts lawfully available to give effect to elections which could be
made to receive that scrip dividend.
(12)
The board may decide at any time before the further shares are allotted that such shares
shall not be allotted and pay the relevant dividend in cash instead. Such decision may be
made before or after any election has been made by holders of shares in respect of the
relevant dividend.
CAPITALISATION OF RESERVES
121.
120.
Capitalisation of reserves
(1)
The board may, with the authority of an ordinary resolution of the Company:
(a)
resolve to capitalise any sum standing to the credit of any reserve account of the
Company (including share premium account and capital redemption reserve) or
any sum standing to the credit of profit and loss account not required for the
payment of any preferential dividend (whether or not it is available for
distribution); and
(b)
appropriate that sum as capital to the holders of ordinary shares in proportion to
the nominal amount of the ordinary share capital held by them respectively and
apply that sum on their behalf in paying up in full any unissued shares or