11
(7)
In this articl
a reference to the allotment of equity securities also includes the sale of
equity securities in the Company that, immediately prior to the sale, were held by the
Company as treasury shares.
8.
Dis-application of pre-emption rights
(1)
Subject (other than in relation to the sale of treasury shares) to the board being generally
authorised to allot relevant securities in accordance with article
the Company may from
time to time resolve, by special resolution, that the board be given power to allot equity
securities wholly for cash and, on the passing of the resolution, the board shall have power
to allot (pursuant to that authority) equity securities wholly for cash as if article
did not
apply to the allotment but that power shall be limited:
(a)
to the allotment of equity securities in connection with a rights issue; and
(b)
to the allotment (other than in connection with a rights issue) of equity securities
having a nominal amount not exceeding in aggregate the sum specified in the
special resolution or up to a nominal amount not specified in the special resolution
but which will be determined by the application of an equation or formula set out in
the special resolution,
and unless previously revoked, that power shall (if so provided in the special resolution)
expire on the date specified in the special resolution of the Company. The Company may
before the power expires make an offer or agreement which would or might require equity
securities to be allotted after it expires.
9.
Power to pay commission and brokerage
The Company may pay commissions and brokerage fees on any issue of shares on such
terms as the directors think proper.
10.
Power to increase, consolidate, sub-divide and cancel shares
(1)
The Company may, by altering its Memorandum of Association by special resolution, alter
its share capital in any manner permitted by the Law.
(2)
A special resolution by which any share is sub-divided may determine that, as between the
holders of the shares resulting from the sub-division, one or more of the shares may have
such preferred or other special rights, or may have such qualified or deferred rights or be
subject to such restrictions, as compared with the other or others, as the Company has
power to attach to new shares.
(3)
If as a result of any consolidation and division or sub-division of shares any members
would become entitled to fractions of a share, the board may deal with the fractions as it
thinks fit. In particular, the board may:
(a)
(on behalf of those members) aggregate and sell the shares representing the
fractions to any person (including, subject to the Statutes, the Company) and
distribute the net proceeds of sale in due proportion among those members
(except that any proceeds in respect of any holding less than a sum fixed by the
board may be retained for the benefit of the Company); or
(b)
subject to the Statutes, first, allot to a member credited as fully paid by way of
capitalisation of any reserve account of the Company such number of shares as
rounds up his holding to a number which, following consolidation and division or
sub-division, leaves a whole number of shares.
(4)
For the purpose of a sale under paragraph (3)(a) above, the board may authorise a person
to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see
to the application of the purchase money and the title of the new holder to the shares shall
not be affected by any irregularity in or invalidity of the proceedings relating to the sale.
