SHARES
8. Subject to the provisions of the Companies Acts and these Articles, the unissued shares of the Company (whether forming part of the existing or any increased capital) shall be at the disposal of the Board which may offer, allot, grant options over or otherwise dispose of them, to such persons, at such times and for such consideration and upon such terms as the Board may decide.
9.
(a) Subject to the provisions of the Companies Acts, the Company may purchase all or any of its shares of any class, including any redeemable shares. Every contract for the purchase of, or under which the Company may become entitled or obliged to purchase, shares in the Company shall be authorised by such resolution of the Company as may be required by the Companies Acts and by an extraordinary resolution passed at a separate general meeting of the holders of any shares which at the date on which the contract is authorised by the Company in general meeting entitle them either immediately or any time thereafter to convert all or any of the shares of that class held by them into equity share capital of the Company. Neither the Company nor the Board shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares. Notwithstanding anything to the contrary contained in these Articles, the rights attached to any class of shares shall be deemed not to be varied by anything done by the Company pursuant to this Article.
(b) Where the Company purchases any of its redeemable shares by tender or tenders, such tender or tenders will be available in like manner to all holders of such shares.
10.
(a) Subject to the provisions of the Companies Acts, the Company may pay a commission to any person in consideration of his subscribing, or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company, but such commissions shall not exceed ten per cent of the price at which the shares are issued or an amount equivalent thereto. Subject to the provisions of the Companies Acts, any such commissions may be satisfied by payment of cash or (with the sanction of an ordinary resolution of the Company) the allotment of fully or partly paid shares of the Company at such price as may be arranged or partly in one way and partly in the other, and the Company may, in addition to, or in lieu of, such commissions, confer on any person an option to call within a specified time for a specified number or amount of shares in the Company at a specified price in consideration of that person so subscribing or agreeing to subscribe, or of his procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company. The payment of or agreeing to pay a commission or the conferring of an option shall be in the discretion of the Board on behalf of the Company.
(b) The Company may also pay such brokerage as may be lawful.
11. The Company shall not be affected by or bound to recognise any equitable, contingent, future or partial interest in any share, or any interests in any fractional part of a share, or (except only as by these presents otherwise expressly provided) any other right in respect of any share, except an absolute right to the entirety thereof in the holder thereof. The Company shall be entitled, but shall not be bound, to recognise in such manner and to such extent as it may think fit any trusts in respect of any of the shares of the Company. Notwithstanding any such recognition, the Company shall not be bound to see to the execution, administration or observance of any trust, whether express, implied or constructive, in respect of any shares of the Company and shall be entitled to recognise and give effect to the acts and deeds of holders of such shares as if they were the absolute owners thereof. For the purpose of this Article, “trust” includes any right in respect of any shares of the Company other than an absolute right thereto in the holder thereof for the time being or such other rights in the case of transmission thereof as are mentioned in these Articles.
CERTIFICATES
12.
(a) Unless otherwise determined by the directors and permitted by the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations. The directors shall have the power to implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned).
(b) Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the directors may in their absolute discretion think fit (subject always to the Regulations and the facilities and requirements of the relevant system concerned).
(c) The Company shall enter on the Register how many shares are held by each member in uncertificated form and in certificated form and shall maintain the Register in each case as required by the Regulations and the relevant system concerned. Unless the directors otherwise determine, holdings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings.
(d) A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles or the Regulations which apply only in respect of certificated or uncertificated shares.
(e) The provisions of Article 13 shall not apply to uncertificated shares.
13. Every person whose name is entered in the Register as a holder of a certificated share shall be entitled, without payment, to receive within two months after allotment or lodgement of a transfer in his favour of the shares (or within such other period as the terms of issue shall provide) one certificate for all shares of any one class or several certificates each for one or more of the shares of the class in question upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board may from time to time decide. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A member who has transferred some of the shares comprised in his holding shall be entitled to a certificate for the balance without charge.
14. If a share certificate is defaced, worn out, lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Board may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.
15. Every share certificate shall be issued under a Seal and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. The Board may by resolution decide, either generally or in any particular case or cases, that any signature on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not be signed by any person.
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