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Classification: General

61

(3)

The provisions of paragraph (2) above shall apply only to the destruction of a document in

good faith and without notice of any claim (regardless of the parties to it) to which the

document might be relevant.

(4)

Nothing in this article shall be construed as imposing on the Company or the board any

liability in respect of the destruction of any document earlier than as stated in paragraph

(1) above or in any other circumstances in which liability would not attach to the Company

or the board in the absence of this article.

(5)

References in this article to the destruction of any document include references to its

disposal in any manner.

WINDING UP

136.

Winding up

Subject to any particular rights or limitations for the time being attached to any shares, as

may be specified in these articles or upon which such shares may be issued, if the

Company is wound up, the assets available for distribution among the members shall be

distributed to the members

pro rata

according to the number of shares held by each

member at the time of the commencement of the winding up. If any share is not fully

paid up, that share shall only carry the right to receive a distribution calculated on the

basis of the proportion that the amount paid up on that share bears to the issue price of

that share.

137.

Powers to distribute

in specie

If the Company is in liquidation, the liquidator may, with the authority of a special

resolution of the Company and any other authority required by the Statutes:

(a)

divide among the members

in specie

the whole or any part of the assets of the

Company and, for that purpose, value any assets and determine how the division

shall be carried out as between the members or different classes of members; or

(b)

vest the whole or any part of the assets in trustees upon such trusts for the benefit

of members as the liquidator, with the like sanction, shall think fit but no member

shall be compelled to accept any assets upon which there is any liability.

INDEMNITY AND INSURANCE, ETC

138.

Directors' indemnity, insurance and defence

As far as the Statutes allow, the Company may:

(a)

indemnify any director of the Company (or of an associated body corporate)

against any liability;

(b)

indemnify a director of a company that is a trustee of an occupational pension

scheme for employees (or former employees) of the Company (or of an associated

body corporate) against liability incurred in connection with the company's

activities as trustee of the scheme;

(c)

purchase and maintain insurance against any liability for any director referred to in

(a) or (b) above; and

(d)

provide any director referred to in (a) or (b) above with funds (whether by loan or

otherwise) to meet expenditure incurred or to be incurred by him in defending any

criminal, regulatory or civil proceedings or in connection with an application for

relief (or to enable any such director to avoid incurring such expenditure).