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Classification: General
12
(2)
A special resolution by which any share is sub-divided may determine that, as between the
holders of the shares resulting from the sub-division, one or more of the shares may have
such preferred or other special rights, or may have such qualified or deferred rights or be
subject to such restrictions, as compared with the other or others, as the Company has
power to attach to new shares.
(3)
If as a result of any consolidation and division or sub-division of shares any members
would become entitled to fractions of a share, the board may deal with the fractions as it
thinks fit. In particular, the board may:
(a)
(on behalf of those members) aggregate and sell the shares representing the
fractions to any person (including, subject to the Statutes, the Company) and
distribute the net proceeds of sale in due proportion among those members
(except that any proceeds in respect of any holding less than a sum fixed by the
board may be retained for the benefit of the Company); or
(b)
subject to the Statutes, first, allot to a member credited as fully paid by way of
capitalisation of any reserve account of the Company such number of shares as
rounds up his holding to a number which, following consolidation and division or
sub-division, leaves a whole number of shares.
(4)
For the purpose of a sale under paragraph (3)(a) above, the board may authorise a person
to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see
to the application of the purchase money and the title of the new holder to the shares shall
not be affected by any irregularity in or invalidity of the proceedings relating to the sale.
12.
Power to issue redeemable shares
Subject to the Statutes, any share may be issued on terms that it is to be redeemed or is
liable to be redeemed at the option of the Company or the holder. The terms, conditions
and manner of redemption of such shares may be determined by the board before the
shares are allotted.
13.
Power to purchase own shares
Subject to the Statutes, and to any rights conferred on the holders of any class of shares,
the Company may purchase all or any of its shares of any class, including any redeemable
shares. Subject to the Statutes, the Company may hold as treasury shares any shares
purchased or redeemed by it.
14.
Power to reduce capital
Subject to the Statutes, the Company may reduce its share capital in any way including by
special resolution (where such special resolution is required under the Statutes).
15.
Trusts not recognised
Except as required by law or these articles, no person shall be recognised by the Company
as holding any share upon any trust and the Company shall not be bound by or required to
recognise (even when having notice of it) any interest in or in respect of any share or
(except only as by these articles or by law otherwise provided) any fraction of a share,
except the holder's absolute right to the entirety of the share.
UNCERTIFICATED SHARES - GENERAL POWERS
16.
Uncertificated shares - general powers
(1)
Subject to the Law and the Uncertificated Securities Order, the board may permit any class
of shares to be held in uncertificated form and to be transferred by means of a relevant
system and may revoke any such permission.