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Classification: General
53
debentures of the Company of a nominal amount equal to that sum and allot the
shares or debentures credited as fully paid to those members, or as they may
direct, in those proportions or in paying up the whole or part of any amounts which
are unpaid in respect of any issued shares in the Company held by them
respectively, or otherwise deal with such sum as directed by the resolution
provided that the share premium account and the capital redemption reserve and
any sum not available for distribution in accordance with the Statutes may only be
applied in paying up unissued shares to be allotted credited as fully paid up.
(2)
Where any difficulty arises in respect of any distribution of any capitalised reserve or other
sum, the board may settle the difficulty as it thinks fit and in particular may make such
provisions as it thinks fit in the case of shares or debentures becoming distributable in
fractions (including provisions under which, in whole or in part, the benefit of fractional
entitlements accrues to the Company rather than the members concerned) or ignore
fractions and may fix the value for distribution of any fully paid up shares or debentures
and may determine that cash payments be made to any members on the basis of the
value so fixed in order to secure equality of distribution, and may vest any shares or
debentures in trustees upon such trusts for the persons entitled to share in the distribution
as the board may think fit.
(3)
The board may also authorise any person to sign on behalf of the persons entitled to share
in the distribution a contract for the acceptance by those persons of the shares or
debentures to be allotted to them credited as fully paid under a capitalisation and any such
contract shall be binding on all those persons.
122.
121.
Capitalisation of reserves - employee share schemes
(1)
This article (which is without prejudice to the generality of the provisions of the
immediately preceding article) applies:
(a)
where a person is granted pursuant to an employee share scheme a right to
subscribe for shares in the Company in cash at a subscription price less than its
nominal value; and
(b)
where, pursuant to an employee share scheme, the terms on which any person is
entitled to subscribe in cash for shares in the Company are adjusted as a result of
a capitalisation issue, rights issue or other variation of capital so that the
subscription price is less than their nominal value.
(2)
In any such case the board:
(a)
may transfer to a reserve account a sum equal to the deficiency between the
subscription price and the nominal value of the shares (the
cash deficiency
) from
the profits or reserves of the Company which are available for distribution and not
required for the payment of any preferential dividend; and
(b)
(subject to paragraph (4) below) shall not apply that reserve account for any
purpose other than paying up the cash deficiency upon the allotment of those
shares.
(3)
Whenever the Company is required to allot shares pursuant to such a right to subscribe,
the board may (subject to the Statutes) appropriate to capital out of the reserve account
an amount equal to the cash deficiency applicable to those shares, apply that amount in
paying up the deficiency on the nominal value of those shares and allot those shares
credited as fully paid to the person entitled to them.
(4)
If any person ceases to be entitled to subscribe for shares as described above, any
restrictions on the reserve account shall cease to apply in relation to such part of the
account as is equal to the amount of the cash deficiency applicable to those shares.