13
(d)
the Company may require that share to be converted into certificated form in
accordance with the Statutes;
(e)
the Company shall not issue a certificate; and
(f)
where any share is held in uncertificated form and the Company is entitled under
any provision of the Statutes or these articles to sell, transfer or otherwise dispose
of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, that
share:
(i)
the Company may by notice to the holder of that share, require that the
holder appoint any person to take any step, including, without limitation,
the giving of any instructions by means of the relevant system, necessary
to transfer that share within the period specified in the notice; and
(ii)
the Company shall be entitled to take any action that the board considers
appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment
or surrender of that share, or otherwise to enforce a lien in respect of that
share.
(3)
The Company may, by notice to the holder of any share in certificated form, direct that the
form of such share may not be changed to uncertificated form for a period specified in
such notice.
(4)
For the purpose of effecting any action by the Company, the board may determine that
shares held by a person in uncertificated form shall be treated as a separate holding from
shares held by that person in certificated form but shares of a class held by a person in
uncertificated form shall not be treated as a separate class from shares of that class held
by that person in certificated form.
(5)
Subject to the Statutes, the directors may lay down regulations not included in these
articles which (in addition to, or in substitution for, any provisions in these articles):
(a)
apply to the issue, holding or transfer of shares in uncertificated form;
(b)
set out (where appropriate) the procedures for conversion and/or redemption of
shares in uncertificated form; and/or
(c)
the directors consider necessary or appropriate to ensure that these articles are
consistent with the Uncertificated Securities Order and/or the Operator's rules and
practices.
(6)
Such regulations will apply instead of any relevant provisions in these articles which relate
to the transfer, conversion and redemption of shares in uncertificated form or which are
not consistent with the Uncertificated Securities Order, in all cases to the extent (if any)
stated in such regulations. If the directors make any such regulations, paragraph (7) of
this article will (for the avoidance of doubt) continue to apply, when read in conjunction
with those regulations.
(7)
Any instruction given by means of a relevant system shall be a dematerialised instruction
given in accordance with the Uncertificated Securities Order, the facilities and
requirements of a relevant system and the Operator's rules and practices.
VARIATION OF RIGHTS
16.
Variation of rights
(1)
Whenever the capital of the Company is divided into different classes of shares, all or any
of the rights for the time being attached to any class of shares in issue may, subject to the
Statutes, from time to time (whether or not the Company is being wound up) be varied in
