19
26.
Disclosures pursuant to the Disclosure and Transparency Rules
(1)
Without limiting articl
each holder of shares shall be under an obligation to make
notifications in accordance with the provisions of this article.
(2)
If at any time the Company shall have a class of shares admitted to trading on the Official
List, the provisions of DTR5 shall be deemed to be incorporated by reference into these
articles and accordingly the vote holder and issuer notification rules set out in DTR5 shall
apply to the Company and each holder of shares.
(3)
For the purposes of incorporation by reference of DTR5 into these articles and the
application of DTR5 to the Company and each holder of shares, the Company shall (for the
purposes of this article only) be deemed to be an "issuer", as such term is defined in DTR5
(and not, for the avoidance of doubt, a "non-UK issuer", as such term is defined in DTR5).
(4)
For the purposes of this article only, defined terms in DTR5 shall bear the meaning set out
in DTR5, and if the meaning of a defined term is not set out in DTR5, the defined term
shall bear the meaning set out in the glossary to the Handbook (in such case, read as the
definition applicable to DTR5).
(5)
If the Company determines that a holder of shares (a
Defaulting Shareholder
) has not
complied with the provisions of DTR5, referred to above with respect to some or all of such
shares held by such holder of shares (the
Default Shares
), the Company shall have the
right by delivery of notice to the Defaulting Shareholder (a
Default Notice
) to:
(a)
suspend the right of such Defaulting Shareholder to vote the Default Shares in
person or by proxy at any meeting of the Company. Such a suspension shall have
effect from the date on which the Default Notice is delivered by the Company to
the Defaulting Shareholder until a date that is not more than seven (7) days after
the Company has determined in its sole discretion that the Defaulting Shareholder
has cured the non-compliance with the provisions of DTR5, provided however, that
the Company may at any time by subsequent written notice cancel or suspend the
operation of a Default Notice; and/or
(b)
withhold, without any obligation to pay interest thereon, any dividend or other
amount payable with respect to the Default Shares with such amount to be
payable only after the Default Notice ceases to have effect with respect to the
Default Shares; and/or
(c)
render ineffective any election to receive shares of the Company instead of cash in
respect of any dividend or part thereof; and/or
(d)
(subject to the Statutes) prohibit the transfer of any shares of the Company held
by the Defaulting Shareholder except with the consent of the Company or if the
Defaulting Shareholder can provide satisfactory evidence to the Company to the
effect that, after due inquiry, such stockholder has determined that the Shares to
be transferred are not Default Shares.
(6)
The Company shall use its reasonable endeavours to procure that persons discharging
managerial responsibilities (as that term is defined in the Disclosure and Transparency
Rules) comply with Chapter 3 of the Disclosure and Transparency Rules.
GENERAL MEETINGS
27.
Annual general meetings
(1)
The board shall convene and the Company shall hold annual general meetings in
accordance with the Statutes.
