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Classification: General
10
7.
Pre-emption rights
(1)
Subject to article
8,the Company shall not allot equity securities to a person on any terms
unless:
(a)
it has made an offer to each person who holds ordinary shares in the Company to
allot to him on the same or more favourable terms a proportion of those securities
that is as nearly practicable equal to the proportion in nominal value held by him of
the ordinary share capital of the Company subject to such exclusions or other
arrangements as the board considers expedient in relation to fractional
entitlements, record dates or legal or practical problems under the laws in any
territory or the requirements of any relevant regulatory body or stock exchange or
any other matter; and
(b)
the period during which any such offer may be accepted has expired or the
Company has received notice of the acceptance or refusal of every offer so made.
Any equity securities which have been offered in accordance with (a) and (b) above and
are not accepted and remain unallocated following expiry of the offer period, shall be at
the disposal of the board who shall be entitled to offer, allot (with or without conferring a
right of renunciation), grant options over or otherwise deal with or dispose of such equity
securities to any person in such manner as the board sees fit provided that those equity
securities shall not be disposed of on terms which are more favourable than the terms of
the offer made pursuant to (a) above.
(2)
Equity securities that the Company has offered to allot to a holder of ordinary shares may
be allotted to him, or anyone in whose favour he has renounced his right to their
allotment, without contravening (1) above.
(3)
The offer made under this article may be made in either hard copy form or by electronic
form.
(4)
The offer must state a period during which it may be accepted and the offer shall not be
withdrawn before the end of that period.
(5)
The period referred to in paragraph (4) above must be a period of at least 14 days
beginning:
(a)
in the case of an offer made in hard copy form, with the date on which the offer is
sent or supplied; or
(b)
in the case of an offer made by way of electronic form, with the date on which the
offer is sent.
(6)
The provisions of this article do not apply in relation to the allotment of:
(a)
bonus shares;
(b)
equity securities if these are, or are to be, wholly or partly paid up otherwise than
in cash; or
(c)
equity securities which would, apart from any renunciation or assignment of the
right to their allotment, be held under an employee share scheme.
(7)
In this articl
e 7,a reference to the allotment of equity securities also includes the sale of
equity securities in the Company that, immediately prior to the sale, were held by the
Company as treasury shares.