6
relevant securities
...
means shares in the Company other than
subscriber shares, or shares allotted pursuant to
an employee share scheme, and any right to
subscribe for or to convert any security into,
shares in the Company. For the avoidance of
doubt any reference to the allotment of relevant
securities includes the grant of such a right but
not the allotment of shares pursuant to such a
right;
relevant share
...
means a share in the Company other than:
(i)
a share which, as respects dividends and
capital, carries a right to participate only
up to a specified amount in a
distribution; and
(ii)
a share which is held by a person who
acquired it in pursuance of an employee
share scheme or, in the case of shares
which have not been allotted, are to be
allotted in pursuance of such a scheme
or, in the case of shares held by the
Company as treasury shares, are to be
transferred in pursuance of such
scheme;
relevant situation
...
means a situation which arises in which a
director has, or can have, a direct or indirect
interest that conflicts, or possibly may conflict,
with the interests of the Company (including,
without limitation, in relation to the exploitation
of any property, information or opportunity,
whether or not the Company could take
advantage of it but excluding any situation
which cannot reasonably be regarded as likely to
give rise to a conflict of interest);
relevant system
...
means any computer-based system and its
related facilities and procedures that is provided
by an Operator and by means of which title to
units of a security can be evidenced and
transferred, in accordance with the
Uncertificated Securities Order, without a
written instrument;
rights issue
...
means an offer or issue to or in favour of
holders of ordinary shares in proportion (as
nearly as may be practicable) to their existing
holdings and holders of other equity securities if
this is required by the rights of those securities
or, if the directors consider it necessary, as
permitted by the rights of those securities, but
the board may make such exclusions or other
arrangements as the board considers expedient
in relation to treasury shares, fractional
entitlements, record dates or legal or practical
problems under the laws in any territory or the
requirements of any relevant regulatory body or
stock exchange or any other matter;
