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(9)
The board may do all acts and things as it considers necessary or expedient to give effect
to the provisions of a scrip dividend election and the issue of any shares in accordance
with the provisions of this article, and may make such provisions as it thinks fit for the
case of shares becoming distributable in fractions (including provisions under which, in
whole or in part, the benefit of fractional entitlements accrues to the Company rather than
to the members concerned). To the extent that the entitlement of any holder of ordinary
shares in respect of any dividend or distribution is less than the value of one new share (as
determined for the basis of any scrip dividend) the board may also from time to time
establish or vary a procedure for such entitlement to be accrued and aggregated with any
similar entitlement for the purposes of any subsequent scrip dividend.
(10)
The board may from time to time establish or vary a procedure for election mandates,
under which a holder of ordinary shares may, in respect of any future dividends or
distributions for which a right of election pursuant to this article is offered, elect to receive
shares in lieu of such dividend on the terms of such mandate.
(11)
The board shall not make a scrip dividend available unless the Company has sufficient
unissued shares and amounts lawfully available to give effect to elections which could be
made to receive that scrip dividend.
(12)
The board may decide at any time before the further shares are allotted that such shares
shall not be allotted and pay the relevant dividend in cash instead. Such decision may be
made before or after any election has been made by holders of shares in respect of the
relevant dividend.
CAPITALISATION OF RESERVES
120.
Capitalisation of reserves
(1)
The board may, with the authority of an ordinary resolution of the Company:
(a)
resolve to capitalise any sum standing to the credit of any reserve account of the
Company (including share premium account and capital redemption reserve) or
any sum standing to the credit of profit and loss account not required for the
payment of any preferential dividend (whether or not it is available for
distribution); and
(b)
appropriate that sum as capital to the holders of ordinary shares in proportion to
the nominal amount of the ordinary share capital held by them respectively and
apply that sum on their behalf in paying up in full any unissued shares or
debentures of the Company of a nominal amount equal to that sum and allot the
shares or debentures credited as fully paid to those members, or as they may
direct, in those proportions or in paying up the whole or part of any amounts which
are unpaid in respect of any issued shares in the Company held by them
respectively, or otherwise deal with such sum as directed by the resolution
provided that the share premium account and the capital redemption reserve and
any sum not available for distribution in accordance with the Statutes may only be
applied in paying up unissued shares to be allotted credited as fully paid up.
(2)
Where any difficulty arises in respect of any distribution of any capitalised reserve or other
sum, the board may settle the difficulty as it thinks fit and in particular may make such
provisions as it thinks fit in the case of shares or debentures becoming distributable in
fractions (including provisions under which, in whole or in part, the benefit of fractional
entitlements accrues to the Company rather than the members concerned) or ignore
fractions and may fix the value for distribution of any fully paid up shares or debentures
and may determine that cash payments be made to any members on the basis of the
value so fixed in order to secure equality of distribution, and may vest any shares or
debentures in trustees upon such trusts for the persons entitled to share in the distribution
as the board may think fit.
