Classification: General
3
(i)
the nominal amount of the New Securities that may be allotted pursuant to this power shall
not exceed the aggregate sum of £64,411,000;
(ii)
this power shall only be used in connection with the Company allotting New Securities up to
a maximum nominal amount of £64,411,000 in connection with an application by the
Company to list its ordinary share capital, issued and being issued on a recognised stock
exchange or on a regulated market for securities; and
(iii)
this power shall expire at the earlier of the conclusion of the next annual general meeting of
the Company after the passing of this resolution and 30 June 2015.
10.
THAT conditional upon the Company’s ordinary share capital being listed on a recognised stock
exchange or on a regulated market for securities (the time of that listing being
Admission
) prior to
5.00pm on 30 June 2015:
(i)
the articles of association set out in the document identified as being the “IPO Articles of
Association” set out in the printed document produced to the EGM and initialled by the
chairman for the purpose of identification shall be adopted as the articles of association of
the Company in substitution for, and to the exclusion of, the then existing articles of
association of the Company with effect from Admission; and
(ii)
the authorised share capital of the Company be increased by £17,600,690 divided into
17,600,690 ordinary shares of £1 each by the creation of a further 17,600,690 ordinary
shares of £1 each and that accordingly paragraph 4 of the Company's memorandum of
association be replaced with the following new paragraph 4:
"4.
The share capital of the Company is £533,250,091 divided into 533,250,091 shares of one
class designated as Ordinary Shares with a par value of £1 each."
**
11.
THAT, subject to the passing of special resolution 10 above and conditional upon Admission
occurring prior to 5.00 p.m. on 30 June 2015, in addition to any previous power granted to the
Board, the Board be empowered (generally, unconditionally and notwithstanding any provision of
the articles of association of the Company from time to time in force) to allot relevant securities
(where
relevant
s
ecurities
shall mean shares in the Company, any right to subscribe for or convert
any security into shares in the Company and Share Equivalents (as defined in the Articles)), wholly
for cash or otherwise, and without regard to any applicable rights of pre-emption, provided that:
(i)
the nominal amount of relevant securities that may be allotted pursuant to this power shall
not exceed the aggregate sum of £17,600,690;
(ii)
this power shall be used as the Board shall determine; and
(iii)
this power shall expire at the earlier of the conclusion of the next annual general meeting of
the Company after the passing of this resolution and 30 June 2015, save that the Company
may before such expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Board may allot relevant securities pursuant
to such offer or agreement as if the authority conferred on them hereby had not expired.
**
Both numbers to be reduced to 532,736,064 in the event that Resolution 2 is not passed, to 468,839,091 in the event that Resolution 8 is not passed
and to 468,325,064 in the event that neither Resolution 2 nor Resolution 8 is passed.
