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39.2
Whenever such a resolution as aforesaid shall have been passed, the board shall make all
appropriations and applications of the amount resolved to be capitalised thereby, and all
allotments and issues of fully paid shares or debentures, if any, and generally shall do all
acts and things required to give effect thereto, with full power to the board to make such
provision by the issue of certificates representing part of a shareholding or fractions of
shares or by payments in cash or otherwise as it thinks fit in the case of shares or
debentures becoming distributable in fractions, and also to authorise any person to enter
on behalf of all the Members entitled to the benefit of such appropriations and applications
into an agreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares or debentures to which they may be entitled
upon such capitalisation, and any agreement made under such authority shall be effective
and binding on all such Members.
40.
Record Dates
40.1
Notwithstanding any other provision of these Articles, but without prejudice to any rights
attached to any shares, the Company or the board may fix a date as the record date by
reference to which a dividend will be declared or paid or an allotment or issue made, and
that date may be before, on or after the date on which the dividend, allotment or issue is
declared, paid or made. In the absence of a record date being fixed, entitlement to any
dividend, allotment or issue shall be determined by reference to the date on which the
dividend is declared or the allotment or issue is made.
40.2
For the purposes of giving notices of meetings, or of sending or supplying other documents
or other information, whether under the Statutes, any other applicable law or regulation, a
provision in these Articles or any other instrument, the Company may determine that
persons entitled to receive such notices, documents or other information are those persons
entered on the register at the close of business on a day determined by it. The day
determined by the Company under this Article
above may not be more than 21 days
before the day that the notice of the meeting, document or other information is given.
41.
Accounts and Audit
41.1
The Company shall keep accounting records and the board shall prepare accounts of the
Company, made up to such date in each year as the board shall from time to time
determine, in accordance with and subject to the provisions of the Law.
41.2
No Member shall have any right to inspect any accounting records or other book or
document of the Company except as conferred by the Law or authorised by the board or
by resolution of the Company.
41.3
Where required by the Law or determined to be necessary or appropriate for any other
reason, auditors shall be appointed for any period or periods either by the board or the
Company by resolution in general meeting, to examine the accounts of the Company and
to report thereon in accordance with the Law.
42.
Notices
42.1
Any notice to be given to or by any person pursuant to these Articles shall be in writing,
save as provided in Article
and save for any instruction given by means of a relevant
system. In the case of joint holders of a share, all notices shall be given to that one of the
joint holders whose name stands first in the Register in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders.
42.2
Any notice may be:
(a)
if posted to and from an address within Jersey, sent by post to the registered
address of any person in which case any notice so sent shall be deemed to be
served one clear day after the day it was posted;
