18
the Company, or to exercise any other right conferred by membership in
relation to meetings of the Company; or
(ii)
to receive any payment by way of dividend or other distribution and no
share shall be allotted in lieu of payment of a dividend or other
distribution; or
(iii)
(subject to the Statutes) to transfer or agree to transfer any of those
shares or any rights in them.
The restrictions in sub-paragraphs (a) and (b) above shall not prejudice the right of either
the member holding the disclosure default shares or, if different, any person having a
power of sale over those shares to sell or agree to sell those shares under an exempt
transfer.
(11)
Any disclosure notice shall cease to have effect in relation to any shares transferred by the
holder of such shares in accordance with the provisions in paragraph (10)(b)(iii) above.
(12)
If any dividend or other distribution is withheld under paragraph (10)(b) above, the
member shall be entitled to receive it as soon as practicable after the restrictions
contained in paragraph (10)(b) cease to apply.
(13)
If, while any of the restrictions referred to above apply to a share, another share is allotted
in right of it (or in right of any share to which this paragraph applies), the same
restrictions shall apply to that other share as if it were a disclosure default share. For this
purpose, shares which the Company allots, or procures to be offered,
pro rata
(disregarding fractional entitlements and shares not offered to certain members by reason
of legal or practical problems associated with issuing or offering shares outside the United
Kingdom) to holders of shares of the same class as the disclosure default share shall be
treated as shares allotted in right of existing shares from the date on which the allotment
is unconditional or, in the case of shares so offered, the date of the acceptance of the
offer.
(14)
For the purposes of this article:
(a)
an
exempt transfer
in relation to any share is a transfer pursuant to:
(i)
a sale of the share on a recognised investment exchange (as defined in the
U.K. Financial Services and Markets Act 2000) in the United Kingdom on
which shares of that class are listed or normally traded; or
(ii)
a sale of the whole beneficial interest in the share to a person whom the
board is satisfied is unconnected with the existing holder or with any other
person appearing to be interested in the share; or
(iii)
acceptance of a takeover offer;
(b)
the
relevant period
for the purpose of paragraph
above shall be, in a case
falling within paragraph (10)(a) above, 28 days and, in a case falling within
paragraph (10)(b) above, 14 days after the date of service of the disclosure notice;
(c)
the percentage of the issued shares of a class represented by a particular holding
shall be calculated by reference to the shares in issue at the time when the
disclosure notice is given; and
(d)
a person shall be treated as appearing to be interested in any share if the
Company has given to the member holding such share a disclosure notice and
either: (i) the member has named the person as being interested in the share; or
(ii) (after taking into account any response to any disclosure notice and any other
relevant information) the Company knows or has reasonable cause to believe that
the person in question is or may be interested in the share.
