the Company may before such expiry make an offer or enter into any agreement
which would or might require equity securities to be allotted or treasury shares
to be sold, after such expiry and the directors may allot equity securities or
sell treasury shares in pursuance of such offer or agreement as if the power
conferred hereby had not expired. This authority shall be in substitution for
and shall replace any existing power pursuant to section 95(1) of the Act to the
extent not utilised at the date this resolution is passed.
Resolution 8 empowers the directors to allot ordinary shares, otherwise than on
a pre-emptive basis to existing shareholders in connection with any future
rights issue or grant rights over shares or sell treasury shares for cash, up to
an aggregate nominal amount of GBP49,615 (being approximately 5% of the issued
share capital of the Company as at 26 March 2009, the latest practicable date
before publication of this notice). It is not intended that the Company will
allot in this way more than 7.5% of the issued share capital in any rolling
three-year period.
The authorities in resolutions 7 and 8 will last for a period of one year each,
in accordance with institutional guidelines. The directors have no present
intention of exercising these authorities. It is normal for boards of listed
companies to have these authorities in order to take advantage of market
opportunities as they arise.
9 That the Company be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with Article 9 of the Company's
articles of association and section 166 of the Act to make market purchases
(within the meaning of section 163(3) of the Act) of any of its own ordinary
shares on such terms and in such manner as the directors may from time to time
determine subject to the following:
(a) the maximum number of ordinary shares in the Company hereby authorised to be
acquired is 9,923,137;
(b) the minimum price, exclusive of expenses, which may be paid for each such
ordinary share is an amount equal to the nominal value of each ordinary share;
(c) the maximum price, exclusive of expenses, which may be paid for each such
ordinary share is an amount equal to 105% of the average of the middle market
quotations for the ordinary shares in the Company taken from the AIM supplement
of the London Stock Exchange Daily Official List for the five business days
immediately preceding the day on which such ordinary share is contracted to be
purchased,
Provided that the authority hereby conferred shall expire at the conclusion of
the Company's annual general meeting to be held in 2010 or on 28 July 2010,
whichever is earlier, save that the Company may enter into a contract for the
purchase of ordinary shares before the expiry of this authority which would or
might be completed wholly or partly after its expiry.
Resolution 9 empowers the Company to purchase its own ordinary shares by market
purchases not exceeding approximately 10% of the issued share capital of the
Company as at 26 March 2009. The maximum and minimum prices are stated in the
resolution. The directors believe that it is advantageous for the Company to
have this flexibility to make market purchases of its own ordinary shares. In
the event that ordinary shares are purchased, they would either be cancelled
(and the number of ordinary shares in issue would be reduced accordingly) or
retained as treasury shares with a view to possible re-sale at a future date.
The Company would consider holding repurchased ordinary shares pursuant to the
authority conferred by this resolution as treasury shares. This would give the
Company the ability to re-issue treasury shares quickly and cost effectively and
would provide the Company with additional flexibility in the management of its
capital base.
By order of the board Registered office
Adrian Green Minories House, 2-5
Minories
Group Company Secretary London
26 March 2009 EC3N 1BJ
Notes
1 Transfer
If you have sold or transferred all of your shares, you should pass this
documentation and the form of proxy to the person through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
2 Appointment of proxies
A member entitled to attend and vote at the annual general meeting may appoint a
proxy or proxies (who need not be a member of the Company) to attend and to vote
instead of him or her. Forms of proxy must be returned so as to be received by
the Company's registrars Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 7NH, not later than 11.00am on Friday, 24 April
2009 (being 48 hours before the time of the meeting not including part of a
non-working day). Appointing a proxy will not preclude a member attending and
voting in person at the meeting.
3 Right to attend and vote
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the
Company specifies that in order to have the right to attend and vote at the
meeting (and also for the purpose of calculating how many votes a person
entitled to attend and vote may cast) a person must be entered on the register
of holders of the ordinary shares of the Company by not later than 6pm on 24
April 2009 (being not more than two business days before the time fixed for the
meeting). Changes to entries on the register after this time shall be
disregarded in determining the rights of any person to attend or vote at the
meeting and the number of shares on which they can vote.
4 Documents on display
Copies of the service agreements under which directors of the Company are
employed and copies of the letters of appointment of non-executive directors,
are available for inspection at all times at the Company's registered office
during normal business hours from the date of this notice until the date of the
annual general meeting, and will be available for inspection at the place of the
annual general meeting for at least 15 minutes prior to and during the meeting.
5 Corporate representatives
In order to facilitate voting by corporate representatives at the meeting,
arrangements will be put in place at the meeting so that (i) if a corporate
shareholder has appointed the Chairman of the meeting as its corporate
representative with instructions to vote on a poll in accordance with the
directions of all of the other corporate representatives for that shareholder at
the meeting, then on a poll those corporate representatives will give voting
directions to the Chairman and the Chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and (ii) if more
than one corporate representative for the same corporate shareholder attends the
meeting but the corporate shareholder has not appointed the Chairman of the
meeting as its corporate representative, a designated corporate representative
will be nominated, from those corporate representatives who attend, who will
vote on a poll and the other corporate representatives will give voting
directions to that designated corporate representative. Corporate shareholders
are referred to the guidance issued by the Institute of Chartered Secretaries
and Administrators on proxies and corporate representatives - www.icsa.org.uk -
for further details of this procedure. The guidance includes a sample form of
representation letter if the Chairman is being appointed as described in (i)
above. A letter in this form would be acceptable to the Company and its
registrars.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR GGGZFLKFGLZM
|