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Classification: General
51
120.
Scrip dividends
(1)
The board may, with the authority of an ordinary resolution of the Company, offer any
holders of ordinary shares the right to elect to receive further shares (whether or not of
that class), credited as fully paid, instead of cash in respect of all (or some part) of any
dividend or other distribution specified by the ordinary resolution (a
scrip dividend
) in
accordance with the following provisions of this article.
(2)
The ordinary resolution may specify a particular dividend or distribution (whether or not
already declared) or may specify all or any dividends or distributions declared within a
specified period, but such period may not end later than five years after the date of the
meeting at which the ordinary resolution is passed.
(3)
The basis of allotment shall be decided by the board so that, as nearly as may be
considered convenient, the value of the further shares, including any fractional
entitlement, is equal to the amount of the cash dividend or distribution which would
otherwise have been paid (disregarding the amount of any associated tax credit).
(4)
For the purposes of paragraph (3) above the value of the further shares shall be:
(a)
if the shares of the Company are admitted to an investment or stock exchange,
equal to the average middle-market quotation for a fully paid share of the relevant
class, adjusted if necessary for the proposed dividend or distribution, as
established from such source as the board considers appropriate for the five
business days immediately preceding or following the announcement of the cash
dividend or distribution to which the scrip dividend relates, as the board may
decide; or
(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.