9
Company may before the power expires make an offer or agreement which would or might
require New Securities to be allotted after it expires.
Tag along rights
4.10
No person shall transfer (and the board shall refuse to register a transfer of) any shares in
the Company if that transfer would result in a person obtaining or increasing a controlling
interest (the proposed transfer) unless:
(a)
an offer (a
tag along offer
) has been made to all the other holders of shares to
acquire all of their shares on terms no less favourable than those applying to the
proposed transfer, and that offer is expressed to be open for acceptance for at
least 21 days; or
(b)
the proposed transfer is made in connection with a listing.
4.11
An offer shall be a tag along offer and shall be deemed to be on no less favourable terms
notwithstanding that:
(a)
the consideration set out in the offer includes an element of non-cash
consideration in the form of securities of the relevant offeror or an associate of the
offeror notwithstanding that particular shareholders are receiving solely cash
consideration; and/or
(b)
it contains a provision providing for the payment or reimbursement by the offeror,
the company or some other person of fees, costs and expenses incurred by some
or all of the holders of the relevant shares in connection with the transfer of the
shares held by them.
4.12
The Company may issue fractions of shares in accordance with and subject to the
provisions of the Law, provided that:
(a)
a fraction of a share shall be taken into account in determining the entitlement of a
Member as regards dividends or on a winding up; and
(b)
a fraction of a share shall not entitle a Member to a vote in respect thereof.
4.13
The Company may pay commissions as permitted by the Law. Subject to the provisions of
the Law, any such commission may be satisfied either by the payment of cash or by the
allotment of fully or partly paid shares or partly in one way and partly in the other.
4.14
Except as required by law, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or recognise any equitable,
contingent, future or partial interest in any share, or (except only as by these Articles
otherwise provided or as by law required) any interest in any fraction of a share, or any
other right in respect of any share, except an absolute right to the entirety thereof in the
registered holder.
5.
Alteration of Share Capital
5.1
The Company may, by altering its Memorandum of Association by Special Resolution, alter
its share capital in any manner permitted by the Law.
5.2
Any capital raised by the issue of shares shall, unless otherwise provided by the conditions
of issue of such shares, be considered as part of the original capital, and such shares shall
be subject to the provisions of these Articles with reference to the payment of calls,
transfer and transmission of shares, lien or otherwise, applicable to the existing shares in
the Company.
5.3
Subject to the provisions of the Law, the Company may, by Special Resolution, reduce its
share capital in any way.
