9
SHARE CAPITAL
2.
Authorised share capital
The authorised share capital of the Company is as specified in the Memorandum of
Association.
3.
Register of holders
The directors shall keep or cause to be kept at the Office or at such other place in Jersey
where it is made up (but not, for the avoidance of doubt, at a place outside Jersey), as the
directors may from time to time determine, a register of holders of shares in the manner
required by the Statutes. The directors may rely upon the information provided to them
from time to time by the Operator for the purposes of keeping the register up to date in
accordance with the Statutes. In each year the directors shall prepare or cause to be
prepared and filed an annual return containing the particulars required by the Law. No
counterpart or branch of such register shall be maintained outside Jersey and no copy of
such register, list, record or information in respect of the members of the Company kept or
maintained outside Jersey shall constitute the register or any part of the register and the
Company shall not be bound to recognise any interest or right in respect of any share by
virtue of it being contained or recorded in such copy of the register or that list, record or
information (as the case may be).
4.
Rights attached to shares
Subject to the Statutes and to the rights conferred on the holders of any other shares, any
share may be issued with or have attached to it such preferred, deferred or other special
rights or restrictions as the Company may by special resolution decide or, if no such
resolution is in effect or so far as the resolution does not make specific provision, as the
board may decide.
5.
Unissued shares
(1)
Subject to the Statutes, these articles and any resolution of the Company, the board may
offer, allot (with or without conferring a right of renunciation), grant options over or
otherwise deal with or dispose of any unissued shares (whether forming part of the original
or any increased capital) to such persons, at such times and generally on such terms as
the board may decide.
(2)
The Company may issue fractions of shares in accordance with, and subject to the
provisions of, the Law, provided that:
(a)
a fraction of a share shall be taken into account in determining the entitlement of a
member as regards distributions or on a winding up; and
(b)
a fraction of a share shall not entitle a member to a vote in respect thereof.
6.
Authority to allot relevant securities
The Company may, subject to articles
and
from time to time pass an ordinary
resolution referring to this article and authorising the board to exercise all the powers of
the Company to allot relevant securities and:
(a)
on the passing of the resolution the board shall be generally and unconditionally
authorised to allot relevant securities up to the nominal amount specified in the
resolution or up to a nominal amount not specified in the resolution but which will
be determined by the application of an equation or formula set out in the
resolution; and
(b)
unless previously revoked the authority shall expire on the day specified in the
resolution (not being more than five years after the date on which the resolution is
passed),
