England and Wales
(State or other jurisdiction of
incorporation or organization)
|
|
98-1024030
(I.R.S. Employer
Identification Number)
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Lumns Lane
Manchester, England M27 8LN
+44 161 300 0600
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
(Do not
check if a smaller reporting company)
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Smaller Reporting Company
☐
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Emerging Growth Company
☐
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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED
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AMOUNT TO BE REGISTERED
(1)
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PROPOSED MAXIMUM OFFERING PRICE
PER SHARE
(2)
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PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
(2)
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AMOUNT OF
REGISTRATION FEE
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Ordinary Shares, £0.50 par value per share
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250,000
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$24.05
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$6,012,500.00
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$728.72
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(1)
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Together with an indeterminate number of ordinary shares that may be necessary to adjust the number of shares
reserved for issuance pursuant to the Luxfer Holdings PLC Share Incentive Plan (the “Share Incentive Plan”) as a result of stock splits, stock dividends or similar adjustments of the outstanding ordinary shares of Luxfer Holdings PLC (the
“Registrant”).
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(2)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to ordinary shares issuable pursuant to awards not yet granted under the Share Incentive Plan and based upon the average of the high and low
prices of the ordinary shares of the Registrant as reported on the New York Stock Exchange on May 13, 2019.
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(1)
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Annual Report on Form 10-K of Luxfer Holdings PLC for the year ended December 31, 2018, filed on March 12, 2019; and
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(2)
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The description of the Registrant’s
Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35370) filed
by the Registrant with the Commission
on December 8, 2011 pursuant to Section 12(b) of the Exchange Act, and any amendment or report filed for the purpose of updating such description.
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4.1
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4.2
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5.1
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23.1
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23.2
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Consent of Fried, Frank, Harris, Shriver & Jacobson (London) LLP (included in exhibit 5.1)
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24.1
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Power of Attorney (included on signature pages)
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Luxfer Holdings PLC
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By:
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/s/ Alok Maskara
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Alok Maskara
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Chief Executive Officer
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/s/ Alok Maskara
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Alok Maskara
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Chief Executive Officer
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(Principal Executive Officer) and Director
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/s/ Heather Harding
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Heather Harding
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Stephen M.D. Webster
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Stephen M.D. Webster
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Corporate Controller
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(Principal Accounting Officer)
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/s/ David F. Landless
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David F. Landless
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Chair of the Board and Director
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/s/ Clive J. Snowdon
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Clive Snowdon
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Director
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/s/ Richard J. Hipple
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Richard Hipple
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Director
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/s/ Allisha Elliott
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Allisha Elliott
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Director
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/s/ Alok Maskara
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Alok Maskara
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Authorized US Representative
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1.
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EXCLUSION OF OTHER REGULATIONS OR ARTICLES
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2.
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DEFINITIONS
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2.1
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In these articles unless the context otherwise requires:
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2.2
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References to a document being
executed
,
signed
or to
signature
include references to its being executed or signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such
references are to its being authenticated as specified by the Companies Acts.
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2.3
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References to
writing
and to any form of
written
communication
include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise.
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2.4
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Words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear
(if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "
company
" shall include any body
corporate.
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2.5
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References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.
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2.6
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Headings are included only for convenience and shall not affect meaning.
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3.
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LIMITED LIABILITY
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4.
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CHANGE OF NAME
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5.
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RIGHTS ATTACHED TO SHARES
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5.1
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Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights
and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to
the relevant shares as if the same were set out in these articles.
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5.2
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The following special rights and restrictions shall apply to the Deferred Shares:
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(a)
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Income
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(b)
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Capital
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(c)
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General Meetings
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6.
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REDEEMABLE SHARES
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7.
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VARIATION OF RIGHTS
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8.
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PART PASSU ISSUES
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9.
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SHARES
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10.
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PAYMENT OF COMMISSION
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11.
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TRUSTS NOT RECOGNISED
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12.
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SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST
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12.1
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Where the holder of any shares in the company, or any other person appearing to be interested in those shares, fails to comply within the relevant period with
any statutory notice in respect of those shares or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, the company may give the holder of those shares a further notice (a
"
restriction notice
") to the effect that from the service of the restriction notice those shares will be subject to some or all of the relevant restrictions, and from service of the
restriction notice those shares shall, notwithstanding any other provision of these articles, be subject to those relevant restrictions accordingly. For the purpose of enforcing the relevant restriction referred to in sub-paragraph (c) of
the definition of "relevant restrictions", the board may give notice to the relevant member requiring the member to change the relevant shares held in uncertificated form to certificated form by the time stated in the notice and to keep
them in certificated form for as long as the board requires. The notice may also state that the member may not change any of the relevant shares held in certificated form to uncertificated form. If the member does not comply with the
notice, the board may authorise any person to instruct the Operator to change the relevant shares held in uncertificated form to certificated form.
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12.2
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If after the service of a restriction notice in respect of any shares the board is satisfied that all information required by any statutory notice relating to
those shares or any of them from their holder or any other person appearing to be interested in the shares the subject of the restriction notice has been supplied, the company shall, within seven days, cancel the restriction notice. The
company may at any time at its discretion cancel any restriction notice or exclude any shares from it. The company shall cancel a restriction notice within seven days after receipt of a notice in writing that the relevant shares have been
transferred pursuant to an arm's length sale.
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12.3
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Where any restriction notice is cancelled or ceases to have effect in relation to any shares, any moneys relating to those shares which were withheld by
reason of that notice shall be paid without interest to the person who would but for the notice have been entitled to them or as such person may direct.
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12.4
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Any new shares in the company issued in right of any shares subject to a restriction notice shall also be subject to the restriction notice, and the board may
make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the restriction notice when such shares are issued.
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12.5
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Any holder of shares on whom a restriction notice has been served may at any time request the company to give in writing the reason why the restriction notice
has been served, or why it remains uncancelled, and within 14 days of receipt of such a notice the company shall give that information accordingly.
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12.6
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Where a person appearing to be interested in shares has been served with a statutory notice and the shares in which such person appears to be interested are
held by an Approved Depositary, this article applies only to those shares which are held by the Approved Depositary in which that person appears to be interested and not (so far as that person's apparent interest is concerned) to any other
shares held by the Approved Depositary.
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12.7
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Where a member who is an Approved Depositary has been served with a statutory notice, the obligations of that member will be limited to disclosing to the
company information relating to any person who appears to be interested in the shares held by it which has been recorded by it in accordance with the arrangement under which it was appointed as an Approved Depositary.
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12.8
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If a statutory notice is given by the company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but
the failure or omission to do so or the non-receipt of the copy by the holder shall not invalidate such notice.
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12.9
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This article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the company arising from any failure by any person to
give any information required by a statutory notice within the time specified in it. For the purpose of this article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of
the relevant period.
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12.10
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In this article:
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(a)
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the shares shall not confer on the holder any right to attend or vote either personally or by proxy at any general meeting of the company or at any separate
general meeting of the holders of any class of shares in the company or to exercise any other right conferred by membership in relation to general meetings;
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(b)
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the board may withhold payment of all or any part of any dividends or other moneys payable in respect of the shares and the holder shall not be entitled to
receive shares in lieu of dividend; and
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(c)
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the board may decline to register a transfer of any of the shares which are certificated shares, unless such a transfer is pursuant to an arm's length sale,
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13.
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UNCERTIFICATED SHARES
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13.1
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Pursuant and subject to the uncertificated securities rules, the board may permit title to shares of any class to be evidenced otherwise than by a certificate
and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class. Title to shares
of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The board may also, subject to compliance with the uncertificated securities rules,
determine at any time that title tom any class of shares may from a date specified by the board no longer be evidenced otherwise than by a certificate or that title to such a class shall cease to be transferred by means of any particular
relevant system.
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13.2
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In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these articles shall
apply or have effect to the extent that it is inconsistent in any respect with:
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(a)
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the holding of shares of that class in uncertificated form;
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(b)
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the transfer of title to shares of that class by means of a relevant system; and
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(c)
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any provision of the uncertificated securities rules,
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13.3
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Shares of a class which is at the relevant time a participating class may be changed from uncertificated to certificated form, and from certificated to
uncertificated form, in accordance with and subject as provided in the uncertificated securities rules.
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13.4
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If, under these articles or the Companies Acts, the company is entitled to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of
or otherwise enforce a lien over an uncertificated share, then, subject to these articles and the Companies Acts, such entitlement shall include the right of the board to:
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(a)
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require the holder of that uncertificated share by notice in writing to change that share from uncertificated to certificated form within such period as may
be specified in the notice and keep it as a certificated share for as long as the board requires;
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(b)
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appoint any person to take such other steps, by instruction given by means of a relevant system or otherwise, in the name of the holder of such share as may
be required to effect the transfer of such share and such steps shall be as effective as they had been taken by the registered holder of that share; and
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(c)
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take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or
otherwise to enforce a lien in respect of that share.
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13.5
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Unless the board otherwise determines, shares which a member holds in uncertificated form shall be treated as separate holdings from any shares which that
member holds in certificated form. However shares held in uncertificated form shall not be treated as forming a class which is separate from certificated shares with the same rights.
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13.6
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Unless the board otherwise determines or the uncertificated securities rules otherwise require, any shares issued or created out of or in respect of any
uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares.
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13.7
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The company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the uncertificated securities rules
and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act
or thing done or omitted to be done by or on behalf of the company in reliance on such assumption; in particular, any provision of these articles which requires or envisages that action will be taken in reliance on information contained in
the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).
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14.
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RIGHT TO SHARE CERTIFICATES
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15.
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REPLACEMENT OF SHARE CERTIFICATES
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16.
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SHARE CERTIFICATES SENT AT HOLDER'S RISK
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17.
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EXECUTION OF SHARE CERTIFICATES
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18.
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COMPANY'S LIEN ON SHARES NOT FULLY PAID
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19.
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ENFORCING LIEN BY SALE
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20.
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APPLICATION OF PROCEEDS OF SALE
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21.
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CALLS
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22.
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TIMING OF CALLS
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23.
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LIABILITY OF JOINT HOLDERS
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24.
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INTEREST DUE ON NON-PAYMENT
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25.
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SUMS DUE ON ALLOTMENT TREATED AS CALLS
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26.
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POWER TO DIFFERENTIATE
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27.
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PAYMENT OF CALLS IN ADVANCE
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28.
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NOTICE IF CALL OR INSTALMENT NOT PAID
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29.
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FORM OF NOTICE
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30.
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FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
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31.
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NOTICE AFTER FORFEITURE
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32.
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SALE OF FORFEITED SHARES
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33.
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ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE
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33.1
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A person whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the company for cancellation the certificate
for the forfeited shares but shall remain liable to pay to the company all moneys which at the date of the forfeiture were payable by such person to the company in respect of those shares with interest thereon at the rate of 15 per cent.
per annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and the company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited or for any
consideration received on their disposal.
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34.
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STATUTORY DECLARATION AS TO FORFEITURE
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35.
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TRANSFER
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35.1
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Subject to such of the restrictions of these articles as may be applicable:
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(a)
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any member may transfer all or any of their uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in, the
uncertificated securities rules, and accordingly no provision of these articles shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the
production of a certificate for the share to be transferred; and
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(b)
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any member may transfer all or any of their certificated shares by an instrument of transfer in any usual form or in any other form which the board may
approve.
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35.2
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The transferor of a share shall be deemed to remain the holder of the share concerned until the name of the transferee is entered in the register in respect
of it.
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36.
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EXECUTION OF TRANSFER
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37.
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RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES
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38.
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OTHER RIGHTS TO DECLINE REGISTRATION
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38.1
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Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules, and where, in the
case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
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38.2
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The board may decline to register any transfer of a certificated share unless:
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(a)
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the instrument of transfer is duly stamped or duly certified or otherwise shown to the satisfaction of the board to be exempt from stamp duty and is left at
the office or such other place as the board may from time to time determine accompanied (save in the case of a transfer by a person to whom the company is not required by law to issue a certificate and to whom a certificate has not been
issued) by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the person executing the instrument of transfer to make the transfer and, if the instrument of
transfer is executed by some other person on their behalf, the authority of that person so to do;
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(b)
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the instrument of transfer is in respect of only one class of share; and
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(c)
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in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.
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38.3
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For all purposes of these articles relating to the registration of transfers of shares, the renunciation of the allotment of any shares by the allottee in
favour of some other person shall be deemed to be a transfer and the board shall have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
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39.
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NO FEE FOR REGISTRATION
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40.
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UNTRACED SHAREHOLDERS
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40.1
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The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if:
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(a)
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during the 12 years before the notice referred to in (b) below, the shares have been in issue either in certificated or uncertificated form, at least three
cash dividends have become payable on the shares and no dividend has been cashed during that period;
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(b)
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after the 12 year period, the company has sent a notice to the last known address the company has for the relevant member, stating that it intends to sell the
shares. Before sending such a notice to a member, the company must have used reasonable efforts to trace the member; and
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(c)
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during the 12 year period and for three months after sending the notice referred to in (b) above, the company has not heard from the member or any person
entitled to the shares by law.
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40.2
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To sell any shares in this way, the board can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the
holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will their ownership be affected even if the
sale is irregular or invalid in any way.
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40.3
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The proceeds of sale will be forfeited and will belong to the company and the company will not be liable in any respect to the person who would have been
entitled to the shares by law for the proceeds of sale. The company can use the money for such good causes as the directors decide.
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41.
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TRANSMISSION ON DEATH
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42.
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ENTRY OF TRANSMISSION IN REGISTER
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43.
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ELECTION OF PERSON ENTITLED BY TRANSMISSION
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44.
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RIGHTS OF PERSON ENTITLED BY TRANSMISSION
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45.
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SUB-DIVISION
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46.
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FRACTIONS
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47.
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OMISSION OR NON-RECEIPT OF NOTICE
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47.1
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The accidental omission to give any notice of a meeting or the accidental omission to send or supply any document or other information relating to any meeting
to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice, document or other information by, any person entitled to receive the notice, document or other information shall not invalidate the
proceedings at that meeting.
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47.2
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A member present in person or by proxy at a meeting shall be deemed to have received proper notice of that meeting and, where applicable, of the purpose of
that meeting.
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48.
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POSTPONEMENT OF GENERAL MEETINGS
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48.1
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If the board, in its absolute discretion, considers that it is impractical or undesirable for any reason to hold a general meeting on the date or at the time
or place specified in the notice calling the general meeting, it may postpone or move the general meeting to another date, time and/or place. The board shall take reasonable steps to ensure that notice of the date, time and place of the
rearranged meeting is given to any member trying to attend the meeting at the original time and place. Notice of the date, time and place of the rearranged meeting shall, if practicable, also be placed in at least two national newspapers in
the United Kingdom. Notice of the business to be transacted at such rearranged meeting shall not be required. If a meeting is rearranged in this way, the appointment of a proxy will be valid if it is received as required by these articles
not less than 48 hours before the time appointed for holding the rearranged meeting. The board may also postpone or move the rearranged meeting under this article.
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49.
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QUORUM
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49.1
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No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not
preclude the choice or appointment of a chair of the meeting which shall not be treated as part of the business of the meeting. Save as otherwise provided by these articles, two members present in person or by proxy and entitled to vote
shall be a quorum for all purposes. A shareholder which is a company is to be considered present if it is represented by a duly authorised representative.
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49.2
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If the directors so determine, any or all members (or their proxies) may participate in a general meeting by means of a conference telephone, video
teleconference equipment or any communication equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be
entitled to vote or be counted in a quorum accordingly. A meeting which takes place by conference telephone, video teleconference or other such communication equipment will be treated as taking place at the place where the chair is.
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50.
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PROCEDURE IF QUORUM NOT PRESENT
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(a)
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if convened by or upon the requisition of members, shall be dissolved; and
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(b)
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in any other case, it shall stand adjourned to such other day (being not less than ten days later, excluding the day on which the meeting is adjourned and the
day for which it is reconvened) and at such other time or place as the chair of the meeting may decide. At any adjourned meeting one member present in person or by proxy and entitled to vote (whatever the number of shares held by such
person) shall be a quorum and any notice of an adjourned meeting shall state that one member present in person or by proxy and entitled to vote (whatever the number of shares held by such person) shall be a quorum.
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51.
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SECURITY ARRANGEMENTS
|
52.
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CHAIR OF GENERAL MEETING
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53.
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ORDERLY CONDUCT
|
54.
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ENTITLEMENT TO ATTEND AND SPEAK
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55.
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ADJOURNMENTS
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56.
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NOTICE OF ADJOURNMENT
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57.
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AMENDMENTS TO RESOLUTIONS
|
58.
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AMENDMENTS RULED OUT OF ORDER
|
59.
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VOTES OF MEMBERS
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60.
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METHOD OF VOTING
|
60.1
|
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of
the show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be demanded by:
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(a)
|
the chair of the meeting; or
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(b)
|
at least five members present in person or by proxy and entitled to vote on the resolution; or
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(c)
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any member or members present in person or by proxy and representing in the aggregate not less than one tenth of the total voting rights of all the members
having the right to attend and vote on the resolution; or
|
(d)
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any member or members present in person or by proxy and holding shares conferring a right to attend and vote on the resolution, being shares on which there
have been paid up sums in the aggregate equal to not less than one tenth of the total sum paid up on all the shares conferring that right.
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60.2
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The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
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60.3
|
Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chair of the meeting that a resolution on a show of hands has been carried
or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
|
61.
|
PROCEDURE IF POLL DEMANDED
|
62.
|
WHEN POLL TO BE TAKEN
|
63.
|
CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND
|
64.
|
VOTES OF JOINT HOLDERS
|
65.
|
VOTING ON BEHALF OF INCAPABLE MEMBER
|
66.
|
NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES
|
67.
|
OBJECTIONS OR ERRORS IN VOTING
|
(a)
|
any objection shall be raised to the qualification of any voter, or
|
(b)
|
any votes have been counted which ought not to have been counted or which might have been rejected, or
|
(c)
|
any votes are not counted which ought to have been counted,
|
68.
|
MEANING OF APPROVED DEPOSITARY
|
68.1
|
In these articles, unless the context otherwise requires, "
Approved Depositary
" means a person
approved by the board and appointed:
|
(a)
|
to hold the company's shares or any rights or interests in any of the company's shares; and
|
(b)
|
to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or
interests held by the Approved Depository,
|
68.2
|
The trustees of any scheme or arrangements for or principally for the benefit of employees of the company and its associated companies will be deemed to be an
Approved Depositary for the purposes of these articles unless the board resolves otherwise.
|
68.3
|
References in these articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as
an Approved Depositary.
|
69.
|
APPOINTMENT OF APPOINTED PROXIES
|
70.
|
REGISTER OF APPOINTED PROXIES
|
70.1
|
The Approved Depositary must keep a register (the "
Proxy Register
") of each person it has appointed
as a proxy under Article 69 (an "
Appointed Proxy
") and the number of Depositary Shares (such person’s "
Appointed Number
") to
which the appointment relates. The directors will determine the requisite information to be recorded in the Proxy Register relating to each Appointed Proxy.
|
70.2
|
Any person authorised by the company may inspect the Proxy Register during usual business hours and the Approved Depositary will give such person any
information which such person requests as to the contents of the Proxy Register.
|
71.
|
APPROVED DEPOSITARIES' ATTENDANCE AT GENERAL MEETINGS
|
71.1
|
An Appointed Proxy may only attend a general meeting if such person provides the company with written evidence of their appointment as such. This must be in a
form agreed between the directors and the Approved Depositary.
|
71.2
|
Subject to applicable law and to these articles, and so long as the Approved Depositary or a nominee of the Approved Depositary holds at least their Appointed
Number of shares, an Appointed Proxy is entitled to attend a general meeting which holders of that class of shares are entitled to attend, and such person is entitled to the same rights, and subject to the same obligations, in relation to
their Appointed Number of Depositary Shares as if such person had been validly appointed in accordance with Articles 74 to 77 by the registered holder of these shares as its proxy in relation to those shares.
|
72.
|
PROXIES OF APPOINTED PROXIES
|
73.
|
IDENTIFYING APPOINTED PROXIES
|
73.1
|
For the purposes of determining who is entitled as an Appointed Proxy to exercise the rights conferred by Articles 71 and 72 and the number of Depositary
Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for these purposes, the Approved Depositary may decide that the Appointed Proxies who are so entitled are the persons entered in the Proxy
Register at a time and on a date (a "
Record Time
") agreed between the Approved Depositary and the company.
|
73.2
|
When a Record Date is decided for a particular purpose:
|
(a)
|
an Appointed Proxy is to be treated as having been appointed for that purpose for the number and class of shares appearing against their name in the Proxy
Register as at the Record Time; and
|
(b)
|
changes to entries in the Proxy Register after the Record Time will be ignored for this purpose.
|
73.3
|
Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 72, the company is
entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Appointed Proxy has been
appointed.
|
73.4
|
At a general meeting the chair has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary
Shares. In any other situation, the directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares.
|
74.
|
APPOINTMENT OF PROXIES
|
74.1
|
The appointment of a proxy shall be in writing signed by the appointor or their duly authorised attorney or, if the appointor is a corporation, shall either
be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to
exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the
relevant general meeting. If a member appoints more than one proxy, such person must ensure that no more than one proxy is appointed in relation to any share.
|
74.2
|
Receipt of Proxies
|
(a)
|
The appointment of a proxy must:
|
(i)
|
(in the case of an appointment made in hard copy form, be received at the office (or such other place as may be specified by the company for the receipt of
appointments of proxy in hard copy form) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes
to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board;
|
(ii)
|
in the case of an appointment made in electronic form, be received at the address specified by the company for the receipt of appointments of proxy by
electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority
pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received
at such address or at the office (or such other place in the United Kingdom as may be specified by the company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time
appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
|
(iii)
|
in the case of an appointment delivered by an Approved Depositary (except in respect of a proxy appointed in accordance with Article 69) be delivered to the
appropriate place referred to in (i) or (ii) above, as appropriate, depending on whether the appointment is made in hard copy or electronic form;
|
(iv)
|
in the case of a poll taken more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid not less than 24 hours
(or such shorter time as the board may determine) before the time appointed for the taking of the poll; and
|
(v)
|
in the case of a poll taken not more than 48 hours subsequently to the date of the meeting or adjourned meeting, be received as aforesaid by the time at which
the poll was demanded (or at such later time as the board may determine),
|
74.3
|
The board may at its discretion determine that in calculating the periods referred to in this article no account shall be taken of any part of a day that is
not a working day.
|
75.
|
MAXIMUM VALIDITY OF PROXY
|
76.
|
FORM OF PROXY
|
77.
|
CANCELLATION OF PROXY'S AUTHORITY
|
78.
|
SEPARATE GENERAL MEETINGS
|
79.
|
NUMBER OF DIRECTORS
|
80.
|
DIRECTORS' SHAREHOLDING QUALIFICATION
|
81.
|
POWER OF COMPANY TO APPOINT DIRECTORS
|
82.
|
POWER OF BOARD TO APPOINT DIRECTORS
|
83.
|
RETIREMENT OF DIRECTORS BY ROTATION
|
84.
|
FILLING VACANCIES
|
85.
|
POWER OF REMOVAL BY SPECIAL RESOLUTION
|
86.
|
PERSONS ELIGIBLE AS DIRECTORS
|
(a)
|
such person is recommended by the board; or
|
(b)
|
not less than seven nor more than 42 days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting (not being
the person to be proposed) has been given to the secretary of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of their willingness to be appointed or re-appointed.
|
87.
|
POSITION OF RETIRING DIRECTORS
|
88.
|
VACATION OF OFFICE BY DIRECTORS
|
(a)
|
such person resigns their office by notice in writing sent to or received at the office or at an address specified by the company for the purposes of
communication by electronic means or tendered at a meeting of the board; or
|
(b)
|
by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or
tendered at a meeting of the board, such person offers to resign and the board resolves to accept such offer; or
|
(c)
|
by notice in writing sent to or received at the office or at an address specified by the company for the purposes of communication by electronic means or
tendered at a meeting of the board, their resignation is requested by all of the other directors and all of the other directors are not less than three in number; or
|
(d)
|
such person is or has been suffering from mental ill health and the board resolves that their office is vacated; or
|
(e)
|
such person is absent without the permission of the board from meetings of the board (whether or not an alternate director appointed by such person attends)
for six consecutive months and the board resolves that their office is vacated; or
|
(f)
|
such person becomes bankrupt or makes an arrangement or composition with their creditors generally; or
|
(g)
|
such person is prohibited by law from being a director; or
|
(h)
|
such person ceases to be a director by virtue of the Companies Acts or is removed from office pursuant to these articles. If the office of a director is
vacated for any reason, such person shall cease to be a member of any committee or sub-committee of the board.
|
89.
|
EXECUTIVE DIRECTORS
|
90.
|
DIRECTORS' FEES
|
91.
|
ADDITIONAL REMUNERATION
|
92.
|
EXPENSES
|
93.
|
PENSIONS AND GRATUITIES FOR DIRECTORS
|
94.
|
CONFLICTS OF INTEREST REQUIRING BOARD AUTHORISATION
|
94.1
|
The board may, subject to the quorum and voting requirements set out in this article, authorise any matter which would otherwise involve a director breaching
their duty under the Companies Acts to avoid conflicts of interest ("
Conflict
").
|
94.2
|
A director seeking authorisation in respect of a Conflict shall declare to the board the nature and extent of their interest in a Conflict as soon as is
reasonably practicable. The director shall provide the board with such details of the relevant matter as are necessary for the board to decide how to address the Conflict together with such additional information as may be requested by the
board.
|
94.3
|
Any director (including the relevant director) may propose that the relevant director be authorised in relation to any matter the subject of a Conflict. Such
proposal and any authority given by the board shall be effected in the same way that any other matter may be proposed to and resolved upon by the board under the provisions of these articles save that:
|
(a)
|
the relevant director and any other director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and
|
(b)
|
the relevant director and any other director with a similar interest may, if the other members of the board so decide, be excluded from any board meeting
while the Conflict is under consideration.
|
94.4
|
Where the board gives authority in relation to a Conflict, or where any of the situations described in Article 95.2 apply in relation to a director ("
Relevant Situation
"):
|
(a)
|
the board may (whether at the relevant time or subsequently) (a) require that the relevant director is excluded from the receipt of information, the
participation in discussion and/or the making of decisions (whether at meetings of the board or otherwise) related to the Conflict or Relevant Situation; and (b) impose upon the relevant director such other terms for the purpose of dealing
with the Conflict or Relevant Situation as it may determine;
|
(b)
|
the relevant director will be obliged to conduct himself in accordance with any terms imposed by the board in relation to the Conflict or Relevant Situation;
|
(c)
|
the board may provide that where the relevant director obtains (otherwise than through their position as a director of the company) information that is
confidential to a third party, the director will not be obliged to disclose that information to the company, or to use or apply the information in relation to the company's affairs, where to do so would amount to a breach of that
confidence;
|
(d)
|
the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and
|
(e)
|
the board may revoke or vary such authority at any time but this will not affect anything done by the relevant director prior to such revocation in accordance
with the terms of such authority.
|
95.
|
OTHER CONFLICTS OF INTEREST
|
95.1
|
If a director is in any way directly or indirectly interested in a proposed contract with the company or a contract that has been entered into by the company,
such person must declare the nature and extent of that interest to the directors in accordance with the Companies Acts.
|
95.2
|
Provided such person has declared the nature and extent of their interest in accordance with Article 95.1, a director may:
|
(a)
|
be party to, or otherwise interested in, any contract with the company or in which the company has a direct or indirect interest;
|
(b)
|
hold any other office or place of profit with the company (except that of auditor) in conjunction with their office of director for such period and upon such
terms, including as to remuneration, as the board may decide;
|
(c)
|
act by himself or through a firm with which such person is associated in a professional capacity for the company or any other company in which the company may
be interested (otherwise than as auditor);
|
(d)
|
be or become a director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the company or any
other company in which the company may (directly or indirectly) be interested; and
|
(e)
|
be or become a director of any other company in which the company does not have a direct or indirect interest and which cannot reasonably be regarded as
giving rise to a conflict of interest at the time of their appointment as a director of that other company.
|
96.
|
BENEFITS
|
97.
|
QUORUM AND VOTING REQUIREMENTS
|
97.1
|
A director shall not vote on or be counted in the quorum in relation to any resolution of the board concerning their own appointment, or the settlement or
variation of the terms or the termination of their own appointment, as the holder of any office or place of profit with the company or any other company in which the company is interested.
|
97.2
|
Where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two
or more directors to offices or places of profit with the company or any other company in which the company is interested, a separate resolution may be put in relation to each director and in that case each of the directors concerned shall
be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns their own appointment or the settlement or variation of the terms or the termination of their own appointment or the appointment of another
director to an office or place of profit with a company in which the company is interested and the director seeking to vote or be counted in the quorum has a Relevant Interest in it.
|
97.3
|
A director shall not vote on, or be counted in the quorum in relation to, any resolution of the board in respect of any contract in which such person has an
interest and, if such person shall do so, their vote shall not be counted, but this prohibition shall not apply to any resolution where that interest cannot reasonably be regarded as likely to give rise to a conflict of interest or where
that interest arises only from one or more of the following matters:
|
(a)
|
the giving to such director of any guarantee, indemnity or security in respect of money lent or obligations undertaken by such director or by any other person
at the request of or for the benefit of the company or any of its subsidiary undertakings;
|
(b)
|
the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the company or any of its subsidiary undertakings
for which such person himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
|
(c)
|
the giving to such director of any other indemnity where all other directors are also being offered indemnities on substantially the same terms;
|
(d)
|
the funding by the company of their expenditure on defending proceedings or the doing by the company of anything to enable such director to avoid incurring
such expenditure where all other directors are being offered substantially the same arrangements;
|
(e)
|
where the company or any of its subsidiary undertakings is offering securities in which offer the director is or may be entitled to participate as a holder of
securities or in the underwriting or sub-underwriting of which the director is to participate;
|
(f)
|
any contract in which such person is interested by virtue of their interest in shares or debentures or other securities of the company or by reason of any
other interest in or through the company;
|
(g)
|
any contract concerning any other company (not being a company in which the director has a Relevant Interest) in which such person is interested directly or
indirectly whether as an officer, shareholder, creditor or otherwise howsoever;
|
(h)
|
any contract concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability
benefits scheme, share incentive scheme or employees' share scheme (including in respect of any employee benefit trust established by the company or any of its subsidiary undertakings) which relates to directors and employees of the company
or of any of its subsidiary undertakings and which gives the director benefits which are also generally given to employees to whom the scheme relates;
|
(i)
|
any contract for the benefit of employees of the company or of any of its subsidiary undertakings under which such person benefits in a similar manner to the
employees and which does not accord to any director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
|
97.4
|
A company shall be deemed to be one in which a director has a "
Relevant Interest
" if and so long as
(but only if and so long as) such person is to their knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company (calculated exclusive
of any shares of that class in that company held as treasury shares) or of the voting rights available to members of that company. In relation to an alternate director, an interest of their appointor shall be treated as an interest of the
alternate director without prejudice to any interest which the alternate director has otherwise.
|
97.5
|
Where a company in which a director has a Relevant Interest is interested in a contract, such person also shall be deemed interested in that contract.
|
97.6
|
If any question shall arise at any meeting of the board as to the interest of a director (other than the chair of the meeting) in a contract and whether it is
likely to give rise to a conflict of interest or as to the entitlement of any director (other than the chair of the meeting) to vote or be counted in the quorum and the question is not resolved by their voluntarily agreeing to abstain from
voting or not to be counted in the quorum, the question shall be referred to the chair of the meeting and their ruling in relation to the director concerned shall be conclusive except in a case where the nature or extent of the director's
interest (so far as it is known to such director) has not been fairly disclosed to the board. If any question shall arise in respect of the chair of the meeting, the question shall be decided by a resolution of the board (for which purpose
the chair of the meeting shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chair of the meeting (so far as it is known
to such director) has not been fairly disclosed to the board.
|
97.7
|
Subject to these articles, the board may also cause any voting power conferred by the shares in any other company held or owned by the company or any power of
appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment of the directors or any of them as directors or officers of the
other company, or in favour of the payment of remuneration to the directors or officers of the other company. Subject to these articles, a director may also vote on and be counted in the quorum in relation to any of such matters.
|
98.
|
GENERAL
|
98.1
|
References in Articles 94 to 97 to:
|
(a)
|
a contract include references to any proposed contract and to any transaction or arrangement or proposed transaction or arrangement whether or not
constituting a contract; and
|
(b)
|
a conflict of interest include a conflict of interest and duty and a conflict of duties.
|
98.2
|
The company may by ordinary resolution suspend or relax the provisions of Articles 94 to 97 to any extent or ratify any contract not properly authorised by
reason of a contravention of any of the provisions of Articles 94 to 97.
|
99.
|
GENERAL POWERS OF COMPANY VESTED IN BOARD
|
100.
|
BORROWING POWERS
|
101.
|
AGENTS
|
101.1
|
The board may appoint anyone as the company's attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be
appointed directly by the board or the board can give someone else the power to select attorneys. The board or the persons who are authorised by it to select attorneys can decide on the purposes, powers, authorities and discretions of
attorneys. But they cannot give an attorney any power, authority or discretion which the board does not have under these articles.
|
101.2
|
The board may decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the
board decides on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of their power, authority or discretion to any other person.
|
101.3
|
The board may:
|
(a)
|
delegate any of its authority, powers or discretions to any manager or agent of the company;
|
(b)
|
allow managers or agents to delegate to another person;
|
(c)
|
remove any people it has appointed in any of these ways; and
|
(d)
|
cancel or change anything that it has delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation
or change.
|
101.4
|
Any appointment or delegation by the board which is referred to in this article can be on any conditions decided on by the board.
|
101.5
|
The ability of the board to delegate under this article applies to all its powers and is not limited because certain articles refer to powers being exercised
by the board or by a committee authorised by the board while other articles do not.
|
102.
|
DELEGATION TO INDIVIDUAL DIRECTORS
|
103.
|
OFFICIAL SEALS
|
104.
|
REGISTERS
|
105.
|
PROVISION FOR EMPLOYEES
|
106.
|
BOARD MEETINGS
|
107.
|
NOTICE OF BOARD MEETINGS
|
108.
|
QUORUM
|
109.
|
DIRECTORS BELOW MINIMUM THROUGH VACANCIES
|
110.
|
APPOINTMENT OF CHAIR OR DEPUTY CHAIR
|
111.
|
COMPETENCE OF MEETINGS
|
112.
|
VOTING
|
113.
|
DELEGATION TO COMMITTEES
|
113.1
|
The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons
(whether a member or members of its body or not) as it thinks fit, provided that the majority of persons on any committee or sub-committee must be directors. References in these articles to committees include sub-committees permitted under
this article.
|
113.2
|
Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it
by the board. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the board so far as the same are
applicable and are not superseded by any regulations imposed by the board.
|
113.3
|
The power to delegate contained in this article shall be effective in relation to the powers, authorities and discretions of the board generally and shall not
be limited by the fact that in certain articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the board or by a committee authorised by the board.
|
114.
|
PARTICIPATION IN MEETINGS BY TELEPHONE
|
115.
|
RESOLUTION IN WRITING
|
116.
|
VALIDITY OF ACTS OF BOARD OR COMMITTEE
|
117.
|
APPOINTMENT AND REMOVAL OF THE SECRETARY
|
118.
|
USE OF SEALS
|
119.
|
DECLARATION OF DIVIDENDS BY COMPANY
|
120.
|
PAYMENT OF INTERIM AND FIXED DIVIDENDS BY BOARD
|
121.
|
CALCULATION AND CURRENCY OF DIVIDENDS
|
121.1
|
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:
|
(a)
|
all dividends shall be declared and paid according to the amounts paid up on the share in respect of which the dividend is paid, but no amount paid up on a
share in advance of calls shall be treated for the purposes of this article as paid up on the share;
|
(b)
|
all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion or portions of the period in respect of
which the dividend is paid; and
|
(c)
|
dividends may be declared or paid in any currency.
|
121.2
|
The board may decide the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
|
121.3
|
The board may also decide that a particular Approved Depositary should be able to receive dividends in a currency other than the currency in which it is
declared and may make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors may make arrangements with that Approved Depositary for payment to be made
to them for value on the date on which the relevant dividend is paid, or a later date decided on by the directors.
|
122.
|
AMOUNTS DUE ON SHARES MAY BE DEDUCTED FROM DIVIDENDS
|
123.
|
NO INTEREST ON DIVIDENDS
|
124.
|
PAYMENT PROCEDURE
|
125.
|
UNCASHED DIVIDENDS
|
126.
|
FORFEITURE OF UNCLAIMED DIVIDENDS
|
127.
|
DIVIDENDS NOT IN CASH
|
128.
|
SCRIP DIVIDENDS
|
(a)
|
an ordinary resolution may specify some or all of a particular dividend (whether or not already declared) or may specify some or all of any dividends declared
or paid within a specified period, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed;
|
(b)
|
the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as
possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose "
relevant value
" shall be
calculated by reference to such information as the board thinks fit;
|
(c)
|
no fraction of any ordinary share shall be allotted. The board may make such provisions as it thinks fit for any fractional entitlements including provisions
whereby, in whole or in part, the benefit thereof accrues to the company and/or under which fractional entitlements are accrued and/or retained without interest and in each case accumulated on behalf of any holder of ordinary shares and
such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid ordinary shares and/or provisions whereby cash payments may be made to such holders in respect of their
fractional entitlements;
|
(d)
|
the board, if it intends to offer an election in respect of any dividend, shall give notice to the holders of ordinary shares of the right of election offered
to them, and specify the procedure to be followed which, for the avoidance of doubt, may include an election by means of a relevant system and the place at which, and the latest time by which, elections must be lodged in order for elections
to be effective; no such notice need be given to holders of ordinary shares who have previously given election mandates in accordance with this article and whose mandates have not been revoked; the accidental omission to give notice of any
right of election to, or the non-receipt (even if the company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to
any claim, suit or action;
|
(e)
|
the board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the board has authority to
allot sufficient shares, to give effect to it after the basis of allotment is determined;
|
(f)
|
the board may exclude or restrict from any offer any shareholder who is an Approved Depositary or a nominee for an Approved Depositary if the offer or
exercise of the right to or by the persons on whose behalf the Approved Depositary holds the shares would suffer legal or practical problems of the kind mentioned in Article 128(g). If other shareholders (other than those excluded under
Article 128(g)) have the right to opt for new shares, the directors must be satisfied that an appropriate dividend reinvestment plan or similar arrangement is available to a substantial majority of the people on whose behalf the Approved
Depositary holds shares or that such arrangement will be available promptly and the first sentence of this Article 128(f) does not apply until the directors are satisfied of this;
|
(g)
|
the board may exclude from any offer or make other arrangement in relation to any holders of ordinary shares where the board believes that such exclusion or
arrangement is necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, or the board believes that for any other
reason the offer should not be made to them;
|
(h)
|
the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of
which an election has been made (for the purposes of this article "
the elected ordinary shares
") and instead additional ordinary shares shall be allotted to the holders of the elected
ordinary shares on the basis of allotment calculated as stated. For such purpose the board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the retained earnings or any share premium account or
capital redemption reserve) at the relevant time whether or not the same is available for distribution as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis
and apply it in paying up in full the appropriate number of ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis. The board may do all acts and things considered necessary or expedient
to give effect to any such capitalisation;
|
(i)
|
the additional ordinary shares when allotted shall rank pari passu in all respects with the fully-paid ordinary shares then in issue except that they will not
be entitled to participation in the relevant dividend;
|
(j)
|
unless the board otherwise determines, or unless the uncertificated securities rules otherwise require, the new ordinary share or shares which a member has
elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared or paid in respect of their elected ordinary shares shall be in uncertificated form (in respect of the member's elected ordinary
shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected ordinary shares which were in certificated form on the date of the member's election);
|
(k)
|
the board may also from time to time establish or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means
of a relevant system, under which a holder of ordinary shares may elect in respect of future rights of election offered to that holder under this article until the election mandate is revoked or deemed to be revoked in accordance with the
procedure;
|
(l)
|
the board may decide how any costs relating to making new shares available in place of a cash dividend will be met, including deciding to deduct an amount
from the entitlement of a shareholder under this article; and
|
(m)
|
at any time before new ordinary shares are allotted instead of cash in respect of any part of a dividend, the board may determine that such new ordinary
shares will not be allotted. Any such determination may be made before or after any election has been made by holders of ordinary shares in respect of the relevant dividend. In these circumstances, the relevant holders of ordinary shares
will be paid the cash dividend to which they would have been entitled had they not made such an election.
|
129.
|
POWER TO CAPITALISE RESERVES AND FUNDS
|
130.
|
SETTLEMENT OF DIFFICULTIES IN DISTRIBUTION
|
131.
|
POWER TO CHOOSE ANY RECORD DATE
|
132.
|
INSPECTION OF RECORDS
|
133.
|
SUMMARY FINANCIAL STATEMENTS
|
134.
|
METHOD OF SERVICE
|
134.1
|
Any notice, document (including a share certificate) or other information may be served on or sent or supplied to any member by the company:
|
(a)
|
personally;
|
(b)
|
by sending it through the post addressed to the member at their registered address or by leaving it at that address addressed to the member;
|
(c)
|
by means of a relevant system, where the notice or document relates to uncertificated shares;
|
(d)
|
where appropriate, by sending or supplying it in electronic form to an address notified by the member to the company for that purpose;
|
(e)
|
where appropriate, by making it available on a website and notifying the member of its availability in accordance with this article; or
|
(f)
|
by any other means authorised in writing by the member.
|
134.2
|
In the case of joint holders of a share, anything to be agreed or specified in relation to any notice, document or other information to be served on or sent
or supplied to them may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the other joint holders and, for this purpose, seniority shall be
determined by the order in which the names stand in the register in respect of the joint holding.
|
134.3
|
If on three consecutive occasions any notice, document or other information served on or sent or supplied to a member has been returned undelivered, such
member shall not thereafter be entitled to receive notices, documents or other information from the company until such member shall have communicated with the company and supplied to the company (or its agent) a new registered address, or a
postal address within the United Kingdom for the service of notices and the despatch or supply of documents and other information, or shall have informed the company of an address for the service of notices and the despatch or supply of
documents and other information in electronic form. For these purposes, any notice, document or other information sent by post shall be treated as returned undelivered if the notice, document or other information is served, sent or supplied
back to the company (or its agents) and a notice, document or other information served, sent or supplied in electronic form shall be treated as returned undelivered if the company (or its agents) receives notification that the notice,
document or other information was not delivered to the address to which it was sent.
|
134.4
|
The company may at any time and in its sole and absolute discretion choose to serve, send or supply notices, documents or other information in hard copy form
alone to some or all members.
|
135.
|
RECORD DATE FOR SERVICE
|
136.
|
MEMBERS RESIDENT ABROAD OR ON BRANCH REGISTERS
|
136.1
|
Any member whose registered address is not within the United Kingdom and who gives to the company a postal address within the United Kingdom at which notices,
documents or other information may be served upon, or sent or supplied to, such member shall be entitled to have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by
making them available on a website and notifying the holder at that address. Any member whose registered address is not within the United Kingdom and who gives to the company an address for the purposes of communications by electronic means
may, subject to these articles, have notices, documents or other information served on or sent or supplied to such member at that address or, where applicable, by making them available on a website and notifying the holder at that address.
Otherwise, a member whose registered address is not within the United Kingdom shall not be entitled to receive any notice, document or other information from the company.
|
136.2
|
For a member registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom or in the country
where the branch register is kept.
|
137.
|
SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION
|
138.
|
DEEMED DELIVERY
|
138.1
|
Any notice, document or other information, if served, sent or supplied by the company by post, shall be deemed to have been received on the day following that
on which it was posted if first class post was used or 48 hours after it was posted if first class post was not used and, in proving that a notice, document or other information was served, sent or supplied, it shall be sufficient to prove
that the notice, document or other information was properly addressed, prepaid and put in the post.
|
138.2
|
Any notice, document or other information not served, sent or supplied by post but left by the company at a registered address or at an address (other than an
address for the purposes of communications by electronic means) notified to the company in accordance with these articles by a person who is entitled by transmission to a share shall be deemed to have been received on the day it was so
left.
|
138.3
|
Any notice, document or other information served, sent or supplied by the company by means of a relevant system shall be deemed to have been received when the
company or any sponsoring system-participant acting on its behalf sends the issuer-instruction relating to the notice, document or other information.
|
138.4
|
Any notice, document or other information served, sent or supplied by the company using electronic means shall be deemed to have been received on the day on
which it was sent notwithstanding that the company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received
on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this article. In proving that a
notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.
|
138.5
|
Any notice, document or other information served, sent or supplied by the company by any other means authorised in writing by the member concerned shall be
deemed to have been received when the company has carried out the action it has been authorised to take for that purpose.
|
139.
|
NOTICE WHEN POST NOT AVAILABLE
|
140.
|
PRESUMPTIONS WHERE DOCUMENTS DESTROYED
|
(a)
|
any share certificate which has been cancelled at any time after a period of one year has elapsed from the date of cancellation, or
|
(b)
|
any instruction concerning the payment of dividends or other moneys in respect of any share or any notification of change of name or address at any time after
a period of two years has elapsed from the date the instruction or notification was recorded by the company, or
|
(c)
|
any instrument of transfer of shares or Operator-instruction for the transfer of shares which has been registered by the company at any time after a period of
six years has elapsed from the date of registration, or
|
(d)
|
any instrument of proxy which has been used for the purpose of a poll at any time after a period of one year has elapsed from the date of use, or
|
(e)
|
any instrument of proxy which has not been used for the purpose of a poll at any time after a period of one month has elapsed from the end of the meeting to
which the instrument of proxy relates, or
|
(f)
|
any other document on the basis of which any entry is made in the register at any time after a period of six years has elapsed from the date the entry was
first made in the register in respect of it,
|
141.
|
INDEMNITY OF DIRECTORS
|
141.1
|
Subject to the provisions of the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and
may purchase and maintain for any director of the company or of any associated company insurance against any liability.
|
141.2
|
No director or former director of the company or of any associated company shall be accountable to the company or the members for any benefit provided
pursuant to this article 141 and the receipt of any such benefit shall not disqualify the person from being or becoming a director of the company.
|
1.
|
INTRODUCTION
|
1.1
|
We have acted as English law legal advisers to Luxfer Holdings plc (the "
Company
"), a public
limited company incorporated under the laws of England and Wales, in connection with the registration statement on Form S-8 (the “
Registration Statement
”) to be filed with the
Securities and Exchange Commission (the “
Commission
”) under the Securities Act of 1933, as amended (the “
Securities Act
”),
and the rules and regulations thereunder, on May 16, 2019 relating to the registration of 250,000 ordinary shares of £0.50 each (the “
Shares
”) governed by the laws of England and
Wales which may be issued pursuant to the Luxfer Holdings PLC Share Incentive Plan, as amended, dated May 15, 2019 (the “
Share Incentive Plan
”).
|
2.
|
HEADINGS
|
3.
|
DOCUMENTS EXAMINED AND SEARCHES
|
3.1
|
For the purposes of this Opinion Letter, we have examined the following documents (together, the “
Opinion
Documents
”):
|
(a)
|
the Registration Statement;
|
(b)
|
the Share Incentive Plan;
|
(c)
|
copies, certified by the Secretary of the Company in accordance with the Secretary’s Certificate set out at the Appendix hereto, to be true, complete and
up-to-date copies, of the certificate of incorporation, the certificate of incorporation on change of name and re-registration of a private company as a public company, the articles of association (the "
Articles
") and the register of members (the "
Register
") of the Company;
|
(d)
|
copies, certified by the Secretary of the Company in accordance with the Secretary’s Certificate set out at the Appendix hereto, to be true and complete
copies of the resolutions of the board of directors of the Company (the "
Board Resolutions
"); and
|
(e)
|
a copy, certified by the Secretary of the of the Company in accordance with the Secretary’s Certificate set out at the Appendix hereto, to be a true and
complete copy of the resolutions of the shareholders of the Company passed at the general meetings of the Company on May 24, 2016 and May 15, 2019 (the "
Shareholder Resolutions
" and
together with the Board Resolutions, the “
Corporate Approvals
”).
|
3.2
|
The Company has confirmed to us that all material information has been disclosed by the Company to us for the purposes of this Opinion Letter and that the
Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the United Kingdom.
|
3.3
|
On May 16, 2019, a service provider on our behalf carried out a company search of the Company's records held at the Companies Registry, Cardiff, which
revealed no order or resolution for the winding-up and no notice of the appointment of a receiver or administrator of any Company. This search would not, however, reveal the presentation of a winding-up petition. We also made a telephone
enquiry to the Companies Court in London on May 16, 2019 which informed us that it has on its Central Registry no record of the presentation of any compulsory winding-up petitions or of any application or order, or filing any documents
with the court, for the appointment of an administrator relating to the Company.
|
3.4
|
The documents, records and searches referred to above are the only documents and records we have examined and the only searches we have carried out for the
purposes of this Opinion Letter.
|
4.
|
LIMITATIONS TO OPINION
|
4.1
|
We have not investigated the laws of any country other than England and we assume that (a) no foreign law and (b) no directive or regulation or ruling of
the European Commission or the European Court of Justice (save to the extent incorporated into English law) affects any of the conclusions stated below and no opinion is expressed or implied as to the laws of any other territory. This
Opinion Letter is given only with respect to English law as applied by the English courts as at today's date and not its conflict of laws rules. We expressly disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of this Opinion Letter that may affect the opinions expressed herein. This Opinion Letter and all non-contractual obligations arising out of or in connection
with this Opinion Letter shall be governed by and construed in accordance with English law.
|
4.2
|
We express no opinion as to matters of fact (including, without limitation, the accuracy and completeness of all statements made in the Secretary’s
Certificate set out at the Appendix hereto).
|
4.3
|
The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 6 (
Opinion
)
and do not extend to any other matters. We express no opinion as to any liability to tax which may arise or be suffered as a result of or in connection with the Opinion Documents or the transactions contemplated thereby. Furthermore, we
express no opinion as to whether a foreign court will act in accordance with the parties' agreement as to jurisdiction and/or choice of law.
|
5.
|
ASSUMPTIONS
|
5.1
|
the genuineness of all signatures, stamps and seals upon the Opinion Documents;
|
5.2
|
the authenticity and completeness of all documents submitted to us (whether as originals or copies and whether in electronic form or otherwise) and that
such documents remain up to date;
|
5.3
|
that all copy documents (including those transmitted electronically) submitted to us are complete and conform to the originals and that all translations are
accurate;
|
5.4
|
that each party to the Opinion Documents has the capacity, power, authority and legal right to execute, deliver, exercise its rights and perform its
obligations under the Opinion Documents and has duly executed and unconditionally delivered (in each case under all applicable laws) such Opinion Documents;
|
5.5
|
that, save for those documents listed in paragraph 3 (
Documents Examined and Searches
), there is
no other agreement, instrument or other arrangement (written or oral) between any of the parties or any other matter, event or information which modifies or supersedes any of the conclusions stated in this Opinion Letter;
|
5.6
|
that each of the obligations of each of the parties (including the Company) under the Opinion Documents constitutes a valid and legally binding obligation
enforceable against all parties thereto in accordance with its terms under the laws of all applicable jurisdictions;
|
5.7
|
that the certificates and other documents to which we refer or have expressed reliance on in this Opinion Letter remain accurate, up to date and have not
been varied or rescinded and are in full force and effect;
|
5.8
|
that, where a document has been examined by us in draft, specimen, or certificated form, it has or will be executed in the form of that draft, specimen or
certificate;
|
5.9
|
that none of the Opinion Documents has been entered into in connection with money laundering or any other unlawful activity;
|
5.10
|
that the Company has fully complied with its obligations under all applicable money laundering legislation;
|
5.11
|
that each of the Opinion Documents to which the Company is a party has been duly executed on behalf of the Company by the person(s) authorised by the Board
Resolutions and Shareholder Resolutions of the Company referred to in paragraph 3 (
Documents Examined and Searches
) and has been unconditionally delivered;
|
5.12
|
that the steps taken by which any person (which is not originally a party to an Opinion Document) becomes entitled to any rights under any of the other
Opinion Documents, in each case (A) comply with the provisions of the relevant Opinion Documents, (B) are within the capacity and powers of, and are duly authorised by, each of the relevant parties and (C) would be valid, legal and
binding obligations enforceable against such person;
|
5.13
|
that no additional matters would have been disclosed by company searches at the Companies Registry or the Companies Court being carried out since the
carrying out of the searches referred to in paragraph 3 (
Documents Examined and Searches
) above which would affect the opinions stated below and that the particulars disclosed by
our searches are true, complete and up to date. The searches and enquiries may be unreliable. In particular, without limitation, they are not conclusively capable of disclosing whether or not a resolution has been passed, an appointment
made or insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have begun elsewhere;
|
5.14
|
that no step has been taken to wind up, strike off or dissolve the Company or appoint an administrator or receiver or nominee or supervisor in respect of a
company voluntary arrangement or similar official in respect of the Company or any of its assets which has not been revealed by our searches referred to above;
|
5.15
|
that the Company was not insolvent (i.e. unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986) at the time it carried out
the actions pursuant to the Corporate Approvals and entered into each Opinion Document to which it is a party and did not as a consequence of any Opinion Document or the actions to be carried out pursuant to the Corporate Approvals by the
Company become unable to pay its debts as they fell due within the meaning of that section;
|
5.16
|
that all consents, approvals, notices, filings and registrations that are necessary under any applicable laws or regulations (other than laws or regulations
of England) in order to permit the performance of the actions to be carried out pursuant to the Corporate Approvals have been or will be duly made or obtained;
|
5.17
|
that the correct procedure was carried out in relation to each of the board meetings at which the Board Resolutions referred to in paragraph 3 (
Documents Examined and Searches
) were passed (for example, the meeting was duly convened and constituted, directors declared all their relevant interests, there was a valid quorum
throughout and any statutory and other formalities were observed) and the Board Resolutions were validly passed and remain in full force and effect without modification or rescission and the Board Resolutions are a true record of
proceedings at the meetings;
|
5.18
|
that the Shareholder Resolutions referred to in paragraph 3 (
Documents Examined and Searches
) were
validly passed.
|
5.19
|
that the actions to be carried out pursuant to the Corporate Approvals by the Company and the entry into and performance by the Company of the Opinion
Documents to which it is a party is most likely to promote the success of the Company for the benefit of its members as a whole and is for proper purposes and that there are reasonable grounds for believing that the actions to be carried
out pursuant to the Corporate Approvals by the Company and the entry into and performance by the Company of the Opinion Documents are most likely to promote the success of such Company and to benefit the Company and the directors of the
Company exercised their powers bona fide in the interests of the Company and for proper purposes and otherwise in accordance with their duties under all applicable laws and the Articles;
|
5.20
|
that all applicable provisions of the Financial Services and Markets Act 2000 and all applicable regulations made under it including the rules,
requirements, directions and guidance issued by the Prudential Regulation Authority or the Financial Conduct Authority have and will be complied with in respect of each of the Opinion Documents;
|
5.21
|
that each of the Opinion Documents has been entered into for bona fide commercial reasons and on arm's length terms by each of the parties thereto;
|
5.22
|
that the binding effect of the Opinion Documents on the Company is not affected by duress, undue influence, mistake, the doctrine of estoppels or the
unlawful activity of any person;
|
5.23
|
where applicable, the Opinion Documents to which the Company is a party have the same meaning under English law as they have under the foreign law that
governs them;
|
5.24
|
that the Share Incentive Plan was validly adopted, the awards under the Share Incentive Plan are validly granted and exercised by the Company and the
Company complies with its obligations under the Share Incentive Plan; and
|
5.25
|
that the Shares are allotted and issued in accordance with the Corporate Approvals, the Articles and the Share Incentive Plan and the issue price per Share
is not less than the nominal value of each Share.
|
6.
|
OPINION
|
6.1
|
The Company has been incorporated and is existing as a public limited company under the laws of England.
|
6.2
|
The Shares to be registered pursuant to the Registration Statement to be issued by the Company have been duly authorised and, when issued, delivered and
paid for in accordance with the terms of the Share Incentive Plan and when the names of the holders of the Shares issued pursuant to the Share Incentive Plan are entered into the Company’s register of members and subject to receipt by the
Company of the aggregate issue price in respect of such Shares, the Shares will be validly issued, fully paid and non-assessable.
|
7.
|
QUALIFICATIONS
|
7.1
|
Insolvency
: The opinions in this Opinion Letter are subject to any limitations arising from
insolvency, bankruptcy, administration, moratorium, reorganisation and other laws affecting creditors' rights generally.
|
7.2
|
Oral Amendments
: An agreement may be amended or waived orally or by a course of conduct by the
parties thereto notwithstanding provisions therein to the contrary.
|
7.3
|
Sanctions
: If a party to an Opinion Document is controlled by or otherwise connected with a person
(or is itself) subject to United Nations, European Union or UK restrictive measures (together, “
Applicable Sanctions
”) implemented or effective in the United Kingdom, including
under the United Nations Act 1946, the Emergency Laws (Re-enactments and Repeals) Act 1964, the Anti-Terrorism, Crime and Security Act 2001, the European Communities Act 1972, the Treaty on European Union and the Treaty on the Functioning
of the European Union or by any other relevant law or in any other way the target of any Applicable Sanctions, then the obligations of a Company to that party (or if that party is a Company, the obligations of that Company) under the
relevant Opinion Documents may be unenforceable or void.
|
7.4
|
Restriction on Statutory Powers
: Any provision of any Opinion Document which constitutes, or
purports to constitute, a restriction on the exercise of any statutory power by any party to an Opinion Document or any other person may be ineffective.
|
7.5
|
Secretary’s Certificate
: In giving this Opinion Letter we have relied (without further enquiry or
investigation) upon the certificate dated May 16, 2019 signed by the Secretary of the Company relating to the factual matters set out therein.
|
7.6
|
Representations and Warranties
: We express no opinion as to the accuracy of any representation or
warranty made in the Opinion Documents save insofar as any matters represented or warranted are the subject of a specific opinion in this Opinion Letter and are matters of law and not fact.
|
7.7
|
Non-Assessable Shares
: The term “non-assessable”, which has no recognised meaning in English law,
for the purposes of this opinion means that, under the Companies Act 2006, the Articles and any resolution of the Company or its board of directors (or any committee thereof) approving the issue of Shares, no present or future holder of
such Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person
|
8.
|
BENEFIT
|
8.1
|
We hereby consent to the filing of this Opinion Letter as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
|
8.2
|
This Opinion Letter was prepared for the Company in response to its instructions (or instructions given to us on its behalf). We have not considered the
particular circumstances of any beneficiary of this Opinion Letter or the effect of these circumstances on the agreements to which this Opinion Letter relates save as expressly referred to herein.
|