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12.
Calls on Shares
12.1
The board may, subject to the provisions of these Articles and to any conditions of
allotment, from time to time make calls upon the Members in respect of any monies
unpaid on their shares (whether on account of the nominal amount of the shares or by way
of premium), provided that (except as otherwise fixed by the conditions of application or
allotment) no call on any share shall be payable within fourteen days of the date appointed
for payment of the last preceding call, and each Member shall (subject to being given at
least fourteen clear days' notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his shares.
12.2
A call may be made payable by instalments. A call may be postponed or wholly or in part
revoked as the board may determine. A call shall be deemed to have been made at the
time when the resolution of the board authorising the call was passed.
12.3
If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due may be required to pay interest
on the sum from the day appointed for payment thereof to the time of actual payment at a
rate determined by the board not exceeding the rate of ten per cent per annum.
12.4
Any sum which by or pursuant to the terms of issue of a share becomes payable upon
allotment or at any fixed date (whether on account of the nominal amount of the share or
by way of premium) shall, for all the purposes of these Articles, be deemed to be a call
duly made and payable on the date on which, by or pursuant to the terms of issue, the
same becomes payable, and in case of non-payment, all the relevant provisions of these
Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
12.5
The board may make arrangements on the issue of shares for a difference between the
holders in the amount of calls to be paid and in the times of payment.
12.6
The board may, if it thinks fit, receive from any Member willing to advance the same, all or
any part of the money uncalled and unpaid upon the shares held by him beyond the sums
actually called up thereon as a payment in advance of calls. Any such payment in advance
of calls shall extinguish, so far as the same shall extend, the liability upon the shares in
respect of which it is advanced. The Company may pay interest upon the money so
received, or upon so much thereof as from time to time exceeds the amount of the calls
then made upon the shares in respect of which it has been received, at such rate as the
board shall think fit provided that any amount paid up in advance of calls shall not entitle
the holder of the shares upon which such amount is paid to participate in respect thereof in
any dividend until the same would but for such advance become presently payable.
13.
Forfeiture and Surrender of Shares
13.1
If a Member fails to pay any call or instalment of a call on or before the day appointed for
payment thereof, the board may at any time thereafter, during such time as any part of
such call or instalment remains unpaid, serve a notice on him requiring payment of so
much of the call or instalment as is unpaid, together with any interest which may have
accrued and any expenses which may have been incurred by the Company by reason of
such non-payment or accept their surrender instead of causing them to be so forfeited.
13.2
The notice shall name a further day (not earlier than fourteen days from the date of
service thereof) on or before which and the place where the payment required by the
notice is to be made, and shall state that in the event of non-payment at or before the
time and at the place appointed, the shares on which the call was made will be liable to be
forfeited.
13.3
If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time thereafter, before payment
of all calls and interest due in respect thereof have been made, be forfeited by a resolution
of the board to that effect, and such forfeiture shall include all dividends which shall have
been declared on the forfeited shares and not actually paid before the forfeiture.
