UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 12, 2012
Aon Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
1-7933 |
|
36-3051915 |
(State or Other Jurisdiction
|
|
(Commission File Number) |
|
(IRS Employer
|
200 East Randolph Street, Chicago, Illinois
|
|
60601
|
Registrants telephone number, including area code: (312) 381-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
U.K. Tax Considerations
The definitive proxy statement/prospectus dated February 6, 2012, filed by Aon Corporation, a Delaware corporation (the Company) with the Securities and Exchange Commission (SEC) (the Proxy Statement/Prospectus), contained a summary of the material U.K. tax consequences to Company stockholders of the merger transaction. In particular, the Proxy Statement/Prospectus stated that the merger transaction would constitute a disposal by stockholders for corporation tax and capital gain tax purposes in the U.K. of their stock in the Company for a consideration equal to the market value of the stock at that time. This would, subject to the availability of any reliefs, result in any stockholders who are generally subject to U.K. tax realizing a chargeable gain or allowable loss for the purposes of corporation tax or capital gains tax.
Since the publication of the Proxy Statement/Prospectus, the Company obtained confirmation from H.M. Revenue & Customs on March 12, 2012 that the transfer of Class A Ordinary Shares of the new U.K. parent company of the Aon group (Aon UK) to the stockholders of the Company in exchange for their holdings in the Company should, in principle, fall within the scope of the reorganization provisions in Section 135 of the Taxation of Chargeable Gains Act 1992 which give rollover treatment to certain share-for-share exchanges. This, in effect, means that Company stockholders will be treated for U.K. tax purposes as not disposing of their original holding in the Company. The original holding in the Company and the new holding in Aon UK will be treated as the same asset, acquired at the same time, and for the same amount as the original stock. As a result, stockholders who are generally subject to U.K. tax should not be subject to an immediate tax charge in respect of the merger transaction.
Please note that this clearance has been given subject to certain conditions and assumptions. Moreover, the rollover provisions in Section 135 do not apply where the exchange is not undertaken for bona fide commercial reasons or forms part of the scheme or arrangement of which the main purpose, or one of the main purposes, is the avoidance of liability to capital gains tax or corporation tax. While the Company does not believe that there is any reason why rollover treatment should be denied under these provisions, the Company has not sought or obtained any advance clearance to that effect.
The Company would therefore recommend that any stockholder potentially seeking to claim the benefit of Section 135 should obtain their own taxation advice before making any tax returns in respect of the merger transaction.
Administrative Amendment to the Merger Agreement
On March 12, 2012, the Company entered into an amendment (the Amendment) to the Agreement and Plan of Merger and Reorganization between the Company and Market Mergeco Inc. (Mergeco), dated January 12, 2012 (as amended, the Merger Agreement). The purpose of the Amendment was to revise the administrative procedures by which the exchange agent appointed in connection with the Merger Agreement would deliver Class A Ordinary Shares of Aon UK to the holders of the Companys common stock, par value $1.00 per share following the effective time of the merger.
The foregoing summary of the Amendment and the transactions contemplated thereby contained in this Item 8.01 does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Amendment, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference. A copy of questions and answers related to the Amendment issued by the Company on March 12, 2012 is filed as Exhibit 99.1 and is also incorporated herein by reference.
Revisions to the Proposed Articles of Association of Aon UK
Also on March 12, 2012, the Company made certain minor revisions to the form of the articles of association (the New Articles) that will govern Aon UK after the effective time of the proposed merger (the merger) between the Company and Mergeco, as more fully described in the definitive Proxy Statement/Prospectus. The purpose of the revisions was to make clarifying and administrative changes and technical corrections. The revisions included the following:
· Article 6 has been revised to provide that the nominal value of the Class B Ordinary shares of Aon UK (which will not be issued in connection with the merger) will be GBP£0.10 or such other nominal value as may be determined by the board of directors of Aon UK;
· Articles 59 and 76 have been revised to clarify that shares of Aon UK for whom broker non-votes occur in connection with a meeting of shareholders will, in certain circumstances, be considered present for purposes of the determination of a quorum; and
· Article 104 has been revised to provide that a proxy may be in such form as the board of directors of Aon UK may approve, whether or not in written form.
The foregoing description of the New Articles does not purport to be complete and is qualified in its entirety by reference to the text of the New Articles, which are filed as Exhibit 99.2 hereto and incorporated into this report by reference.
If a stockholder of the Company has returned a proxy card or voting instruction card or otherwise voted for purposes of the Special Meeting of Stockholders of the Company scheduled to be held on March 16, 2012, such stockholder may revoke prior voting instructions and cast a new vote by following the procedures described in the Proxy Statement/Prospectus.
Additional Information
In connection with the proposed reorganization, the Company has filed with the SEC a definitive proxy statement, which also constitutes a prospectus of Aon UK, and each of the Company and Aon UK may be filing with the SEC other documents regarding the proposed reorganization. The proxy statement/prospectus was mailed to the Companys stockholders on or about February 10, 2012. Before making any voting or investment decision, investors and stockholders are urged to read carefully in their entirety the definitive proxy statement/prospectus regarding the proposed reorganization and any other relevant documents filed by either the Company or Aon UK with the SEC when they become available because they will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov) or from the Company and Aon UK by accessing Aons website at www.aon.com under the heading Investor Relations and then under the link SEC Filings or by directing a request to 200 East Randolph Street, Chicago, Illinois 60601, Attention: Investor Relations.
The Company and Aon UK and their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about the Companys directors and executive officers in its definitive proxy statement filed with the SEC on April 8, 2011. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents using the contact information above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
|
|
Description of Exhibit |
|
|
|
2.1 |
|
Amendment No. 1 to Merger Agreement, dated as of March 12, 2012, between Aon Corporation and Market Mergeco Inc. |
|
|
|
99.1 |
|
Questions and Answers related to the Amendment and the Merger Agreement |
|
|
|
99.2 |
|
Form of proposed Articles of Association of Aon UK |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 12, 2012 |
Aon Corporation |
|
|
|
|
|
By: |
/s/ Ram Padmanabhan |
|
|
Vice President, Chief Counsel Corporate and Corporate Secretary |
EXHIBIT INDEX
Exhibit
|
|
Description of Exhibit |
|
|
|
2.1 |
|
Amendment No. 1 to Merger Agreement, dated as of March 12, 2012, between Aon Corporation and Market Mergeco Inc. |
|
|
|
99.1 |
|
Questions and Answers related to the Amendment and the Merger Agreement |
|
|
|
99.2 |
|
Form of proposed Articles of Association of Aon UK |
EXHIBIT 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Amendment ) is entered into as of March 12, 2012 (the Effective Date ), by and among Aon Corporation, a Delaware corporation ( Aon Delaware ) and Market Mergeco Inc., a Delaware corporation ( Mergeco ), a wholly-owned indirect subsidiary of Aon Delaware. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined below).
RECITALS:
A. The parties hereto entered into that certain Agreement and Plan of Merger and Reorganization, dated as of January 12, 2012 (as amended, restated or otherwise modified from time to time, the Merger Agreement ), by and among Aon Delaware and Mergeco, pursuant to which Mergeco shall be merged with and into Aon Delaware (the Merger ) with Aon Delaware surviving the Merger;
B. The parties hereto have determined to amend the Merger Agreement; and
C. Section 6.3 of the Merger Agreement permits the amendment of the Merger Agreement pursuant to a written agreement executed by each of the parties thereto.
AGREEMENT:
NOW THEREFORE , in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to the Merger Agreement . Effective as of the Effective Date, the Merger Agreement is hereby amended as set forth below:
1.1 The reference in Section 3.1(b) of the Merger Agreement to Section 3.2(l) shall be replaced with Section 3.2(k).
1.2 Section 3.2 of the Merger Agreement is hereby amended and restated in its entirety as follows:
Section 3.2 Surrender and Exchange of Shares .
a. Following the date of this Agreement and in any event prior to the Effective Time, Aon Delaware shall select a bank or trust company to act as exchange agent in connection with the Merger (together with any other bank or trust company also selected, the Exchange Agent ) for the purpose of delivering or causing to be delivered to each holder of Aon Delaware Common Stock those Class A Ordinary Shares and any cash in lieu of fractional interests to which such holder shall become entitled to receive with respect to such holders shares of Aon Delaware Common Stock pursuant to this Article III . The Exchange Agent shall act as agent for each holder of shares of Aon Delaware Common Stock in connection therewith.
b. Prior to the Effective Time, Mergeco, or, after the Effective Time, the Surviving Corporation, shall deposit or cause to be deposited with the Exchange Agent, from time to time, (i) that number of Class A Ordinary Shares, in such denominations as the Exchange Agent shall specify, as are deliverable pursuant to Section 3.1 , and which, unless the Company shall otherwise determine, shall be deposited with the Exchange Agent through the facilities of The Depository Trust Company ( DTC ), and (ii) the amount of cash that is payable pursuant to this Article III , in each case in respect of shares of Aon Delaware Common Stock for which Certificates are expected to be properly delivered to the Exchange Agent.
c. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, immediately prior to the Effective Time, of shares of Aon Delaware Common Stock, a form of letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any shares of Aon Delaware Common Stock that are represented by certificates ( Certificates ) held by such holder, if any, representing such shares of Aon Delaware Common Stock shall pass, only upon actual and proper delivery of such Certificates to the Exchange Agent.
d. Each record holder of shares of Aon Delaware Common Stock shall be entitled to receive in exchange for such holders shares of Aon Delaware Common Stock, upon (1) surrender to the Exchange Agent of a Certificate, if any, (2) delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (3) delivery of such other documents as may be required pursuant to such instructions, the number of whole Class A Ordinary Shares into which such holders shares of Aon Delaware Common Stock represented by such holders properly surrendered shares of Aon Delaware Common Stock were converted in accordance with Section 3.1 and any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.2(h) and Section 3.2(k) .
e. If delivery of Class A Ordinary Shares in respect of shares of Aon Delaware Common Stock is to be made to a person other than the person in whose name the surrendered Certificate, if any, is registered, or, in the case of uncertificated shares of Aon Delaware Common Stock ( Uncertificated Shares ), to a person other than the person in whose name such Uncertificated Shares are registered, it shall be a condition of delivery that the Certificate, if any so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or delivery shall have paid to the Exchange Agent any transfer and other taxes required by reason of the delivery of the Class A Ordinary Shares to a person other than the registered holder or shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. Until a duly completed and validly executed letter of transmittal shall have been received in respect of a share or shares of Aon Delaware Common Stock and, if such a share or shares are represented by a Certificate, such Certificate shall be duly surrendered, after the Effective Time, each such share shall represent for all purposes only the right to receive upon such receipt of a letter of transmittal and surrender of a Certificate, if any, the applicable Class A Ordinary Shares as contemplated by this Article III .
f. At the Effective Time, the stock transfer books of Aon Delaware shall be closed and thereafter there shall be no further registration of transfers of shares of Aon Delaware Common Stock that were outstanding prior to the Effective Time. After the Effective Time,
Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III .
g. Any Class A Ordinary Shares to be delivered plus any cash dividend or other distribution that a former holder of shares of Aon Delaware Common Stock has the right to receive pursuant to this Article III that remains unclaimed by any former holder of shares of Aon Delaware Common Stock after the Effective Time shall be held by the Exchange Agent (or a successor agent appointed by the Surviving Corporation). Any portion of such securities or funds that remains undistributed to the former holders of shares of Aon Delaware Common Stock at the twelve month anniversary of the Effective Time shall be delivered to the Surviving Corporation, upon demand, or to its designee, and any former holder of shares of Aon Delaware Common Stock who has not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation for payment of any consideration due to it hereunder. None of the Surviving Corporation, Aon UK or the Exchange Agent shall be liable to any former holder of shares of Aon Delaware Common Stock for any securities properly delivered or any amount properly paid by the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law nine months after the Effective Time. If a letter of transmittal has not been received and a Certificate, if any, has not been surrendered in respect of a share or shares of Aon Delaware Common Stock as provided in this Article III prior to two years after the Effective Time (or immediately prior to an earlier date on which the Class A Ordinary Shares in respect of such a share or shares of Aon Delaware Common Stock would otherwise escheat to or become the property of any governmental entity) any cash, share dividends and distributions otherwise payable in respect thereof shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.
h. No dividends or other distributions with respect to Class A Ordinary Shares deliverable with respect to the shares of Aon Delaware Common Stock shall be paid to any holder of Aon Delaware Common Stock until after a letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Aon Delaware Common Stock, as provided in this Article III . After surrender, there shall be delivered and/or paid to the holder of the Class A Ordinary Shares delivered in exchange therefor, without interest, (A) at the time of surrender, the dividends or other distributions payable with respect to those Class A Ordinary Shares with a record date on or after the date of the Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to those Class A Ordinary Shares with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender.
i. No holder of Aon Delaware Common Stock will be entitled to exercise voting rights with respect to Class A Ordinary Shares deliverable with respect to such Aon Delaware Common Stock until after a letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Aon Delaware Common Stock, as provided in this Article III .
j. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holders compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Class A Ordinary Shares deliverable in respect of the shares of Aon Delaware Common Stock represented by the Certificate pursuant to this Article III .
k. Each holder of shares of Aon Delaware Common Stock otherwise entitled to receive a fractional interest in a Class A Ordinary Share pursuant to the terms of this Article III , shall be entitled to receive, in accordance with the provisions of this Section 3.2(k) , a cash payment (without interest) in lieu of that fractional interest in a Class A Ordinary Share determined by multiplying the fractional interest to which such holder would otherwise be entitled by the closing price for a Class A Ordinary Share as reported on the NYSE on the last trading day prior to the date on which the Effective Time occurs. For purposes of this Section 3.2(k) , all fractional interests to which a single holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. Any cash payment in lieu of a fractional interest shall be made in U.S. dollars and shall be rounded to the nearest cent.
l. Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of shares of Aon Delaware Common Stock pursuant to this Agreement any amounts as may be required to be deducted and withheld with respect to the making of this payment under the U.S. Internal Revenue Code of 1986, as amended, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, the Surviving Corporation shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any former holder of shares of Aon Delaware Common Stock, sold this consideration for an amount of cash equal to the fair market value of the consideration at the time of the deemed sale and paid these cash proceeds to the appropriate taxing authority.
Section 2. Miscellaneous .
2.1 Terms and Conditions . This Amendment shall be governed by the covenants, terms and conditions set forth in Article VI (Termination, Amendment and Waiver) and Article VIII (General Provisions) of the Merger Agreement, as applicable.
2.2 Continuing Effect . Except as amended by this Amendment, the Merger Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect. From and after the date hereof, all references to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.
[ Signature page follows .]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
|
|
AON CORPORATION |
|
|
|
||
|
|
||
|
By: |
/s/ Christa Davies |
|
|
|
Name: Christa Davies |
|
|
|
Title: Executive Vice President and |
|
|
|
Chief Financial Officer |
|
|
|
||
|
|
||
|
|
MARKET MERGECO INC. |
|
|
|
||
|
|
||
|
By: |
/s/ Ram Padmanabhan |
|
|
|
Name: Ram Padmanabhan |
|
|
|
Title: Secretary |
|
Signature Page to Amendment No. 1 to the Merger Agreement
Exhibit 99.1
Why was the Merger Agreement amended?
On March 12, 2012, Aon Corporation (the Aon Delaware , the Company or we ) and Market Mergeco Inc. ( Mergeco ) entered into an administrative amendment (the Amendment ) to the Agreement and Plan of Merger and Reorganization between Aon Delaware and Mergeco, dated January 12, 2012 (as amended, the Merger Agreement ). The purpose of the Amendment was to revise the administrative procedures by which the exchange agent would deliver Class A Ordinary Shares of the new U.K. parent company ( Aon UK ) of the Aon group ( Class A Ordinary Shares ) to the holders of Aon Delawares common stock (the Aon Delaware Common Stock ) following the effective time of the merger. Prior to the entry into the Amendment, the Merger Agreement generally provided that each Class A Ordinary Share that was deliverable to a holder of record of the common stock of Aon Delaware that did not hold shares represented by certificates (i.e., a registered holder of uncertificated shares) would have its shares delivered, immediately following the merger, to a custodian, which would hold such Class A Ordinary Shares in a custodial account.
Aon Delaware has amended the Merger Agreement to provide that Class A Ordinary Shares to be delivered in exchange for all shares of Aon Delaware Common Stock held of record, whether in certificated or uncertificated form, ( Record Holders ) will initially be delivered to the exchange agent appointed in connection with the Merger Agreement to be held in its exchange fund. Such Class A Ordinary Shares will be disbursed from the exchange fund once the exchange agent has received a letter of transmittal, completed and validly executed in accordance with its instructions, a properly surrendered certificate from Record Holders, and such other documents as may be required (the Required Documents ). Upon receipt of the Required Documents, the exchange agent will then, according to the directions of the holder contained in the Required Documents, deliver the Class A Ordinary Shares in the manner instructed.
We believe that this change is in the best interests of our stockholders because, unlike shares held in a custodial account, Class A Ordinary Shares held in the exchange fund will not be subject to ejection from the exchange fund if know your customer information is not received within 90 days following the closing. As described in the Companys proxy statement relating to its special meeting of stockholders to be held on March 16, 2012, shares ejected from a custodial arrangement would be delivered in certificated form, and shares held in certificated form are generally subject to stamp duty and/or stamp duty reserve tax ( SDRT ) under U.K. law in connection with future transfers. However, transfers wholly within the facilities of The Depository Trust Company ( DTC ) will generally not be subject to stamp duty and/or SDRT. As a result, the Company believes that it is important to allow prospective holders of Class A Ordinary Shares to have time to make arrangements for the transfer of their shares to a bank or broker within the DTC system. The Company believes that holding the Class A Ordinary Shares in the exchange fund until instructions are received will make this process easier by eliminating the need to complete transfers of such shares before 90 days after the effective time of the merger. The Company believes that the initial transfer of Class A Ordinary Shares from the exchange fund will not be subject to stamp duty and/or SDRT.
What if I hold my shares through a bank or broker?
If an Aon Delaware stockholder holds Company Stock as a beneficial holder in street name though a bank, broker or other financial institution, it will not be required to take any action and its ownership of Class A Ordinary Shares will be recorded in book entry form by its broker without any need for additional action on the holders part.
What must Record Holders do to receive their Class A Ordinary Shares?
Aon Delaware stockholders who hold Aon Delaware Common Stock as Record Holders will be sent a letter of transmittal, which will contain instructions for surrendering such stockholders stock certificates, if any, and requesting Class A Ordinary Shares. Upon delivery to the exchange agent of a properly completed letter of transmittal, along with such other of the Required Documents, a Record Holder will receive the number of whole Class A Ordinary Shares into which such Record Holders shares of Aon Delaware Common Stock represented by such Record Holders properly surrendered shares of Aon Delaware Common Stock were converted in accordance with the Merger Agreement. The exchange agent will, according to the directions contained in the Required Documents, deliver the Class A Ordinary Shares in respect of such Record Holders Aon Delaware Common Stock in the manner indicated in the properly-executed letter of transmittal.
What are Record Holders rights in relation to Aon UK before the exchange of Aon Delaware Common Stock for Class A Ordinary Shares is complete?
From and after the effective time of the merger and pursuant to the terms of the Merger Agreement, Class A Ordinary Shares for Record Holders of Aon Delaware Common Stock will initially be held by the exchange agent in an exchange fund. Until the Required Documents are submitted to the exchange agent, (i) any dividends or other distributions declared by Aon UK after the effective time of the merger with respect to Class A Ordinary Shares delivered to former Aon Delaware stockholders, other than any Class A Ordinary Shares held by the Aon Delaware or any other subsidiary of the Aon Delaware, will accrue without interest but will not be paid and (ii) Record Holders of such shares will not have voting rights with respect to Aon UK.
What happens if the Required Documents are never submitted?
Any portion of the Class A Ordinary Shares or other funds deposited with the exchange agent in the exchange fund that remain undistributed to former holders of Aon Delaware Common Stock at the twelve month anniversary of the effective time of the merger may be delivered to Aon Delaware, upon demand, or to its designee, and any former holder of Aon Delaware Common Stock who has not theretofore properly submitted the Required Documents shall thereafter look only to Aon Delaware for payment of any consideration due to it from the merger.
None of Aon Delaware, Aon UK or the exchange agent will be liable to any former holder of Aon Delaware Common Stock for any securities properly delivered or any amount properly paid by the exchange agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law nine months after the effective time of the merger. If any certificate representing Aon Delaware Common Stock has not been
surrendered prior to two years after the effective time of the merger (or immediately prior to an earlier date on which the Class A Ordinary Shares would otherwise escheat to or become the property of any governmental entity) any cash, share dividends and distributions otherwise payable in respect of the certificate shall, to the extent permitted by applicable law, become the property of Aon Delaware, as the surviving corporation, free and clear of all claims or interest of any person previously entitled thereto.
Exhibit 99.2
COMPANY NUMBER: 7876075
COMPANIES ACT 2006
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
[Aon] plc
CONTENTS
Clause |
|
Page |
PRELIMINARY |
|
1 |
SHARE CAPITAL AND LIMITED LIABILITY |
|
3 |
POWERS OF ALLOTMENT |
|
6 |
VARIATION OF RIGHTS |
|
7 |
SHARE CERTIFICATES |
|
8 |
LIEN |
|
8 |
CALLS ON SHARES |
|
9 |
FORFEITURE AND SURRENDER |
|
10 |
TRANSFER OF SHARES |
|
11 |
TRANSMISSION OF SHARES |
|
11 |
ALTERATION OF SHARE CAPITAL |
|
12 |
GENERAL MEETINGS |
|
12 |
NOTICE OF GENERAL MEETINGS |
|
13 |
LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS |
|
15 |
PROCEEDINGS AT GENERAL MEETINGS |
|
15 |
PROPOSED SHAREHOLDER RESOLUTIONS |
|
17 |
VOTES OF MEMBERS |
|
19 |
PROXIES AND CORPORATE REPRESENTATIVES |
|
21 |
BUSINESS COMBINATIONS |
|
24 |
NUMBER OF DIRECTORS |
|
24 |
APPOINTMENT OF DIRECTORS |
|
24 |
POWERS OF THE BOARD |
|
25 |
CHANGE OF THE COMPANYS NAME |
|
25 |
DELEGATION OF POWERS OF THE BOARD |
|
25 |
DISQUALIFICATION AND REMOVAL OF DIRECTORS |
|
26 |
NON-EXECUTIVE DIRECTORS |
|
26 |
DIRECTORS EXPENSES |
|
27 |
EXECUTIVE DIRECTORS |
|
27 |
DIRECTORS INTERESTS |
|
27 |
GRATUITIES, PENSIONS AND INSURANCE |
|
29 |
PROCEEDINGS OF THE BOARD |
|
30 |
SECRETARY |
|
32 |
MINUTES |
|
32 |
THE SEAL |
|
32 |
REGISTERS |
|
32 |
DIVIDENDS |
|
33 |
CAPITALISATION OF PROFITS AND RESERVES |
|
36 |
RECORD DATES |
|
37 |
Clause |
|
Page |
ACCOUNTS |
|
37 |
COMMUNICATIONS |
|
38 |
DESTRUCTION OF DOCUMENTS |
|
40 |
UNTRACED MEMBERS |
|
40 |
WINDING UP |
|
41 |
INDEMNITY |
|
41 |
DISPUTE RESOLUTION |
|
42 |
COMPANY NUMBER: 7876075
COMPANIES ACT 2006
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
[Aon] plc
(adopted by special resolution passed on 2012)
PRELIMINARY |
||
|
|
|
Relevant model articles |
|
1. The regulations in the relevant model articles shall not apply to the Company. |
|
|
|
Definitions |
|
2. In these Articles, except where the subject or context otherwise requires: |
|
|
|
|
|
Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force;
Articles means these articles of association as altered from time to time by special resolution;
auditors means the auditors of the Company;
the board means the directors or any of them acting as the board of directors of the Company;
certificated share means a share in the capital of the Company which is held in physical certificated form and references in these Articles to a share being held in certificated form shall be construed accordingly;
Class A Ordinary Shares has the meaning given to it in Article 6;
Class B Ordinary Shares has the meaning given to it in Article 6;
Class C Ordinary Shares has the meaning given to it in Article 6;
clear days in relation to the sending of a notice means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
Depositary means any depositary, custodian or nominee approved by the board that holds legal title to shares in the capital of the Company for the purposes of facilitating beneficial ownership of such shares by other individuals;
director means a director of the Company;
dividend means dividend or bonus;
entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or otherwise by operation of law;
holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share;
member means a member of the Company; |
|
|
office means the registered office of the Company;
paid means paid or credited as paid;
Preference Shares has the meaning given to it in Article 6;
register means the register of members of the Company;
seal means the common seal of the Company and includes any official seal kept by the Company by virtue of section 49 or 50 of the Act;
secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary;
uncertificated share means a share in the capital of the Company which is not held in physical certificated form and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and
United Kingdom means Great Britain and Northern Ireland. |
|
|
|
Construction |
|
3. References to a document or information being sent, supplied or given to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and sending, supplying and giving shall be construed accordingly.
References to writing mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and written shall be construed accordingly.
Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include corporations.
Words or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification of the Act not in force at the date these Articles took effect) unless inconsistent with the subject or context.
Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of that provision for the time being in force.
Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.
In these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more directors, any director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power. |
SHARE CAPITAL AND LIMITED LIABILITY |
||
|
|
|
Limited liability |
|
4. The liability of the members is limited to the amount, if any, unpaid on the shares held by them. |
|
|
|
Shares with special rights |
|
5. Subject to the provisions of the Companies Acts and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine. |
|
|
|
Classes of share |
|
6. Subject to Article 5, and without limitation, the Company may issue the following shares in the capital of the Company with rights attaching to them and denominated, in each case, as follows:
(a) Class A Ordinary Shares : Class A ordinary shares (the Class A Ordinary Shares ) shall be denominated in US Dollars with a nominal value of US$0.01 each. Class A Ordinary Shares shall be issued with voting rights attached to them and each Class A Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company that have voting rights for voting purposes. Each Class A Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each Class A Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up of the Company. Class A Ordinary Shares may be issued as redeemable shares, at the option of the board.
(b) Class B Ordinary Shares : Class B ordinary shares (the Class B Ordinary Shares ) shall be denominated in British Pounds Sterling with a nominal value of GBP£0.10 each (or such other nominal value as determined by the board). Class B Ordinary Shares may be issued with or without voting rights attached to them and, if with voting rights, each Class B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company that have voting rights for voting purposes. Each Class B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each Class B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up. Class B Ordinary Shares may not be issued as redeemable shares.
(c) Class C Ordinary Shares : Class C ordinary shares (the Class C Ordinary Shares ) shall be denominated in US Dollars with a nominal value of US$0.01 each. Class C Ordinary Shares shall be issued without voting rights attached to them. Each Class C Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each Class C Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up. Class C Ordinary Shares may be issued as redeemable shares, at the option of the board.
(d) Preference Shares : Preference shares (the Preference Shares ) shall be denominated in US Dollars with a nominal value to be determined by the board. Preference Shares may be issued in one or more classes or series with or without voting rights attached to them, with the board to determine the existence of such voting rights and, if any, the ranking of such voting rights in relation to the other shares in the capital of the Company. The board may determine any other terms and conditions of the Preference Shares, including with regards to their rights: (i) to receive dividends (which may include, without limitation, the right to receive preferential or cumulative dividends); (ii) to distributions made by the Company on a winding up; and (iii) to be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of shares, at such prices or prices or at such rates of exchange and with such adjustments as may be determined by the board. Preference Shares may be issued as redeemable shares, at the option of the board. |
|
|
|
Share warrants to bearer |
|
7. The board may issue share warrants to bearer in respect of any fully paid shares under a seal of the Company or in any other manner authorised by the board. Any share while represented by such a warrant shall be transferable by delivery of the warrant relating to it. In any case in which a warrant is |
|
|
so issued, the board may provide for the payment of dividends or other moneys on the shares represented by the warrant by coupons or otherwise. The board may decide, either generally or in any particular case or cases, that any signature on a warrant may be applied by electronic or mechanical means or printed on it or that the warrant need not be signed by any person. |
|
|
|
Conditions of issue of share warrants |
|
8. The board may determine, and from time to time vary, the conditions on which share warrants to bearer shall be issued and, in particular, the conditions on which:
(a) a new warrant or coupon shall be issued in place of one worn-out, defaced, lost or destroyed (but no new warrant shall be issued unless the Company is satisfied beyond reasonable doubt that the original has been destroyed);
(b) the bearer shall be entitled to attend and vote at general meetings; or
(c) a warrant may be surrendered and the name of the bearer entered in the register in respect of the shares specified in the warrant.
The bearer of such a warrant shall be subject to the conditions for the time being in force in relation to the warrant, whether made before or after the issue of the warrant. Subject to those conditions and to the provisions of the Companies Acts, the bearer shall be deemed to be a member of the Company and shall have the same rights and privileges as he would have if his name had been included in the register as the holder of the shares comprised in the warrant. |
|
|
|
No right in relation to share |
|
9. The Company shall not be bound by or be compelled in any way to recognise any right in respect of the share represented by a share warrant other than the bearers absolute right to the warrant. |
|
|
|
Uncertificated shares |
|
10. The board may permit the holding of shares in any class of shares in uncertificated form. |
|
|
|
Not separate class of shares |
|
11. Shares in the capital of the Company that fall within a certain class shall not form a separate class of shares from other shares in that class because any share in that class is held in uncertificated form. |
|
|
|
Exercise of Companys entitlements in respect of uncertificated share |
|
12. Where the Company is entitled under any provision of the Companies Acts or these Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, a share held in uncertificated form, the Company shall be entitled, subject to the provisions of the Companies Acts and these Articles:
(a) to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company; and
(b) to take any 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. |
|
|
|
Section 551 authority |
|
13. The board has general and unconditional authority to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount equal to the section 551 amount, for each prescribed period. |
|
|
|
Section 561 disapplication |
|
14. The board is empowered for each prescribed period to allot equity securities for cash pursuant to the authority conferred by Article 13 as if section 561 of the Act did not apply to any such allotment, provided that its power shall be limited to the allotment of equity securities up to an aggregate nominal amount equal to the section 561 amount.
This Article applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in this Article the words pursuant to the authority conferred by Article 13 were omitted. |
FORFEITURE AND SURRENDER |
||
|
|
|
Notice requiring payment of call |
|
39. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give the person from whom it is due not less than 14 clear days notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. |
|
|
|
Forfeiture for non-compliance |
|
40. If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be sent to the person who was the holder of the share before the forfeiture. An entry shall be made promptly in the register opposite the entry of the share showing that notice has been sent, that the share has been forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to send that notice or to make those entries. |
|
|
|
Sale of forfeited shares |
|
41. Subject to the provisions of the Companies Acts, a forfeited share shall be deemed to belong to the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or to any other person. At any time before sale, re-allotment or other disposal, the forfeiture may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person. Where for the purposes of its disposal a forfeited share held in uncertificated form is to be transferred to any person, the board may exercise any of the powers of the Company under Article 12.The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share. |
|
|
|
Liability following forfeiture |
|
42. A person shall cease to be a member in respect of any share which has been forfeited and shall, if the share is held in certificated form, surrender the certificate for any forfeited share to the Company for cancellation. The person shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as defined in the Act), from the date of forfeiture until payment. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal. |
|
|
|
Surrender |
|
43. The board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. |
|
|
|
Extinction of rights |
|
44. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or imposed in the case of past members by the Companies Acts. |
|
|
|
Evidence of forfeiture or surrender |
|
45. A statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, and his title to |
Interruption or adjournment where facilities inadequate |
|
67. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 66, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 81 shall apply to that adjournment. |
|
|
|
Other arrangements for viewing and hearing proceedings |
|
68. The board may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting. |
|
|
|
Controlling level of attendance |
|
69. The board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 68 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 68. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting. |
|
|
|
Change in place andor time of meeting |
|
70. If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 66 applies) and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 66 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the board may then change the place (or any of the places, in the case of a meeting to which Article 66 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case:
(a) no new notice of the meeting need be sent, but the board shall, if practicable, advertise the date, time and place of the meeting by public announcement and in two newspapers with national circulation in the United Kingdom and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and
(b) a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 107(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 107(b). |
|
|
|
|
|
For the purposes of this Article 70, public announcement shall mean disclosure in a press release reported by Reuters, the Dow Jones News Service, Associated Press or a comparable news service or other method of public announcement as the board may deem appropriate in the circumstances. |
|
|
|
Meaning of participate |
|
71. For the purposes of Articles 66, 67, 68, 69 and 70, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a poll, be |
|
|
represented by a proxy and have access to all documents which are required by the Companies Acts or these Articles to be made available at the meeting. |
|
|
|
Accidental omission to send notice etc. |
|
72. The accidental omission to send a notice of a meeting or resolution, or to send any notification where required by the Companies Acts or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Acts or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting. |
|
|
|
Security |
|
73. The board and, at any general meeting, the chairman may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The board and, at any general meeting, the chairman are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions. |
|
|
|
LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS |
||
|
|
|
Preparation of shareholder list |
|
74. At least ten days before every general meeting, the secretary shall prepare a complete list of the members entitled to vote at the meeting. Such list shall be:
(a) be arranged in alphabetical order;
(b) show the address of each member entitled to vote at the meeting; and
(c) show the number of shares registered in the name of each member. |
|
|
|
Shareholder list to be available for inspection |
|
75. The list of members prepared in accordance with Article 74 shall be available during ordinary business hours for a period of at least ten days before the meeting for inspection by any member for any purpose relevant to the meeting. The notice of the meeting may specify the place where the list of members may be inspected. If the notice of the meeting does not specify the place where members may inspect the list of members, the list of members shall be available for inspection (at the discretion of the board) at either the Companys registered office or on a website. The list of members shall be available for inspection by any member who is present at the meeting, at the place and for the duration, of the meeting. |
|
|
|
PROCEEDINGS AT GENERAL MEETINGS |
||
|
|
|
Quorum |
|
76. No business shall be dealt with at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Articles, quorum is the members who together represent at least the majority of the voting rights of all the members entitled to vote, present in person or by proxy, at the relevant meeting. |
|
|
|
If quorum not present |
|
77. If such a quorum is not present within five minutes (or such longer time not exceeding 30 minutes as the chairman of the meeting may decide to wait) from the time appointed for the meeting, or if |
|
|
during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and place as the chairman of the meeting may, subject to the provisions of the Companies Acts, determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time appointed for holding the meeting. |
|
|
|
Chairman |
|
78. The chairman, if any, of the board or, in his absence, any deputy chairman of the Company or, in his absence, some other director nominated by the board, shall preside as chairman of the meeting. If neither the chairman, deputy chairman nor such other director (if any) is present within five minutes after the time appointed for holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be chairman. If no director is willing to act as chairman, or if no director is present within five minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote shall choose a member present in person or a proxy of a member or a person authorised to act as a representative of a corporation in relation to the meeting to be chairman. |
|
|
|
Directors entitled to speak |
|
79. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the capital of the Company. |
|
|
|
Adjournment: chairmans powers |
|
80. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be dealt with at an adjourned meeting other than business which might properly have been dealt with at the meeting had the adjournment not taken place. In addition (and without prejudice to the chairmans power to adjourn a meeting conferred by Article 67), the chairman may adjourn the meeting to another time and place without such consent if it appears to him that:
(a) it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or
(b) the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or
(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. |
|
|
|
Adjournment: procedures |
|
81. Any such adjournment may, subject to the provisions of the Companies Acts, be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 107 or by means of a document in hard copy form which, if delivered at the meeting which is adjourned to the chairman or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by Article 107(a). When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven clear days before the date of the adjourned meeting specifying the time and place (or places, in the case of a meeting to which Article 66 applies) of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be dealt with at an adjourned meeting. |
|
|
|
Amendments to resolutions |
|
82. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is voted on. No amendment to a resolution duly proposed as a special resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error). No |
|
|
amendment to a resolution duly proposed as an ordinary resolution may be considered or voted on (other than a mere clerical amendment to correct a patent error) unless either:
(a) at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered (which, if the board so specifies, shall be calculated taking no account of any part of a day that is not a working day), notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or
(b) the chairman in his absolute discretion decides that the amendment may be considered and voted on. |
|
|
|
Methods of votingPoll voting entrenched |
|
83. A resolution put to the vote of a general meeting shall be decided on a poll. This requirement for poll voting on resolutions at a general meeting of the Company may only be removed, amended or varied by resolution of the members passed unanimously at a general meeting of the Company. |
|
|
|
Conduct of poll |
|
84. Subject to Article 85, a poll shall be taken as the chairman directs and he may, and shall if required by the meeting, appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
|
|
|
When poll to be taken |
|
85. A poll on the election of a chairman or on a question of adjournment shall be taken immediately. A poll on any other question shall be taken at either the meeting or at such time and place as the chairman directs not being more than 30 days after the meeting. |
|
|
|
Effectiveness of special resolutions |
|
86. Where for any purpose an ordinary resolution of the Company is required, a special resolution shall also be effective. |
|
|
|
PROPOSED SHAREHOLDER RESOLUTIONS |
||
|
|
|
Content of member requests for requisitioned resolution and general meetings |
|
87. Where a member or members, in accordance with the provisions of the Act, request the Company to: (i) call a general meeting for the purposes of bringing a resolution before the meeting; or (ii) give notice of a resolution to be proposed at an annual general meeting, such request must, in each case and in addition to the requirements of the Act contain the following:
(a) to the extent that that request relates to the nomination of a director, as to each person whom the member(s) propose(s) to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and the regulations promulgated thereunder, including such persons written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
(b) to the extent that that request relates to any business other than the nomination of a director that the member(s) propose(s) to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such member(s) and any Member Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the member(s) or the Member Associated Person therefrom; and |
|
|
(c) as to the member(s) giving the notice and the Member Associated Person, if any, on whose behalf the nomination or proposal is made:
(i) the name and address of such member(s), as they appear on the Companys books, and of such Member Associated Persons, if any;
(ii) the class and number of shares of the Company which are owned beneficially and of record by such member(s) and such Member Associated Persons, if any;
(iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of stock price changes for, or to increase or decrease the voting power of, such member(s) or any such Member Associated Persons with respect to any shares of the Company (which information shall be updated by such member(s) as of the record date of the meeting not later than ten days after the record date for the meeting);
(iv) a description of all agreements, arrangements and understandings between such member and such Member Associated Persons, if any, each proposed nominee and any other person or persons (including their names) in connection with the nomination of a director or the proposal of any other business by such member(s) or such Member Associated Person, if any;
(v) any other information relating to such member or such beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and
(vi) to the extent known by the member(s) giving the notice, the name and address of any other member supporting the nominee for election or reelection as a director or the proposal of other business on the date of such request.
For purposes of this Article 87, a Member Associated Person of any member shall mean: (i) any person controlling, directly or indirectly, or acting in concert with, such member; (ii) any beneficial owner of shares of stock of the Company owned of record or beneficially by such member; and (iii) any person controlling, controlled by or under common control with such Member Associated Person.
88. If a request made in accordance with Article 87 does not include the information specified in that Article or if a request made in accordance with Article 87 is not received in the time and manner indicated in Article 89 relevant in respect of the shares which the relevant member(s) hold (the member default shares ) the member(s) shall not be entitled to vote, either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares (or at an adjournment of any such meeting), the member default shares with respect to matters detailed in the request made in accordance with Article 87. |
|
|
(B) the transfer is an approved transfer in accordance with Article 99(c). |
|
|
|
Time for receiving requests |
|
89. Without prejudice the rights of any member under the Act, a member who makes a request to which Article 87 relates, must deliver any such request in writing to the secretary at the Companys registered office not earlier than the close of business on the one hundred and twentieth (120th) calendar day nor later than the close of business on the ninetieth (90th) calendar day prior to the date of the first anniversary of the preceding years annual general meeting; provided, however, that in the event that the date of an annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after the date of the first anniversary of the preceding years annual general meeting, notice by the member must be so delivered in writing not earlier than the close of business on the one hundred and twentieth (120th) calendar day prior to such annual general meeting and not later than the close of business on the later of (i) the ninetieth (90th) calendar day prior to such annual general meeting and (ii) the 10th calendar day after the day on which public announcement of the date of such annual general meeting is first made by the Company. In no event shall any adjournment or postponement of an annual general meeting or the public announcement thereof commence a new time period for the giving of a members notice as described in this Article.
For the purposes of the annual general meeting of the Company to be held in 2013, references in this Article 89 to the Companys preceding years annual general meeting shall be construed as references to the annual general meeting of the Company held in 2012 or, if no such meeting is held, then such references shall be construed as references to the 2012 annual general meeting of Aon Corporation.
Notwithstanding anything in the foregoing provisions of this Article 89 to the contrary, in the event that the number of directors to be elected to the board is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased board of directors made by the Company at least one hundred (100) calendar days prior to the date of the first anniversary of the preceding years annual general meeting, a members notice required by this Article 89 shall also be considered as validly delivered in accordance with Article 89, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the Companys registered not later than 5.00p.m., local time, on the tenth (10th) calendar day after the day on which such public announcement is first made by the Company.
For purposes of this Article 89, public announcement shall mean disclosure in a press release reported by Reuters, the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Notwithstanding the provisions of Article 87 or Article 88 or the foregoing provisions of this Article 89, a member shall also comply with all applicable requirements of the Companies Acts and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Article 87 or Article 88 and this Article 89. Nothing in Article 87 or Article 88 or this Article 89 shall be deemed to affect any rights of members to request inclusion of proposals in, nor the right of the Company to omit proposals from, the Companys proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.
|
VOTES OF MEMBERS |
||
|
||
Right to vote on a poll |
|
90. Subject to any rights or restrictions attached to any shares, on a vote on a resolution on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.
|
Votes of joint holders |
|
91. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register. |
Member under incapacity |
|
92. A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote by his receiver, curator bonis or other person authorised for that purpose appointed by that court or official. That receiver, curator bonis or other person may vote by proxy. The right to vote shall be exercisable only if evidence satisfactory to the board of the authority of the person claiming to exercise the right to vote has been delivered to the office, or another place specified in accordance with these Articles for the delivery of proxy appointments, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised provided that the Company may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day. |
|
|
|
Calls in arrears |
|
93. No member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid. |
|
|
|
Members in default of s793 of the Act |
|
94. If at any time the board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Act (a section 793 notice ) and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the board may, in its absolute discretion at any time thereafter by notice (a direction notice ) to such member direct that:
(a) in respect of the shares in relation to which the default occurred (the default shares , which expression includes any shares issued after the date of the section 793 notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and
(b) in respect of the default shares:
(i) no payment shall be made by way of dividend and no share shall be allotted pursuant to Article 176; and
(ii) no transfer of any default share shall be registered unless:
(A) the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the board may in its absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or
(B) the transfer is an approved transfer. |
|
|
|
Copy of notice to interested persons |
|
95. The Company shall send the direction notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice. |
|
|
|
When restrictions cease to have effect |
|
96. Any direction notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of:
(a) a notice of an approved transfer, but only in relation to the shares transferred; or
(b) all the information required by the relevant section 793 notice, in a form satisfactory to the board. |
|
|
|
Board may cancel restrictions |
|
97. The board may at any time send a notice cancelling a direction notice. |
|
|
|
Conversion of uncertificated shares |
|
98. The Company may exercise any of its powers under Article 12 in respect of any default share that is held in uncertificated form. |
|
|
(B) in electronic form, to the electronic address provided by the Company for this purpose. |
|
|
|
Execution of proxy |
|
105. The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed in such manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corporation, executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution. |
|
|
|
Proxies: other provisions |
|
106. The board may, if it thinks fit, but subject to the provisions of the Companies Acts, at the Companys expense send hard copy forms of proxy for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be approved by the board. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that member. |
|
|
|
Deliveryreceipt of proxy appointment |
|
107. Without prejudice to Article 70(b) or to the second sentence of Article 81, the appointment of a proxy shall:
(a) if in hard copy form, be delivered by hand or by post to the office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose:
(i) in the notice convening the meeting; or
(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting,
by the time specified by the board (as the board may determine, in compliance with the provisions of the Act) in any such notice or form of proxy.
(b) if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of the Companies Acts or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form:
(i) in the notice convening the meeting; or
(ii) in any form of proxy sent by or on behalf of the Company in relation to the meeting; or
(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting; or
(iv) on a website that is maintained by or on behalf of the Company and identifies the Company,
by the time specified by the board (as the board may determine, in compliance with the provisions of the Companies Acts) in any such method of notification.
The board may specify, when determining the dates by which proxies are to be lodged, that no account need be taken of any part of a day that is not a working day. |
|
|
|
Authentication of proxy appointment not made by holder |
|
108. Subject to the provisions of the Companies Acts, where the appointment of a proxy is expressed to have been or purports to have been made, sent or supplied by a person on behalf of the holder of a share:
(a) the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder; and
(b) that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of reasonable evidence of the authority under which the appointment has been made, sent or supplied (which may include, without limitation, a copy of such authority certified notarially or in some other way approved by the board), to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid. |
Validity of proxy appointment |
|
109. Subject to Article 108, a proxy appointment which is not delivered or received in accordance with Article 107 shall be invalid. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any) is to be treated as valid. Subject to the Companies Acts, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles. |
|
|
|
Rights of proxy |
|
110. A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing members rights to attend and to speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. |
|
|
|
Company not required to check proxy votes |
|
111. The Company shall not be required to check that a proxy or corporate representative votes in accordance with any instructions given by the member by whom he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution. |
|
|
|
Corporate representatives |
|
112. Any corporation which is a member of the Company (in this Article the grantor ) may, by resolution of its directors or other governing body, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any separate meeting of the holders of any class of shares. A director, the secretary or other person authorised for the purpose by the secretary may require all or any of such persons to produce a certified copy of the resolution of authorisation before permitting him to exercise his powers. Such person is entitled to exercise (on behalf of the grantor) the same powers as the grantor could exercise if it were an individual member of the Company. Where a grantor authorises more than one person:
(a) where more than one authorised person purport to exercise a power in respect of the same shares:
(i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
(ii) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. |
|
|
|
Revocation of authority |
|
113. The termination of the authority of a person to act as a proxy or duly authorised representative of a corporation does not affect:
(a) whether he counts in deciding whether there is a quorum at a meeting;
(b) the validity of anything he does as chairman of a meeting;
(c) the validity of a poll demanded by him at a meeting; or
(d) the validity of a vote given by that person,
unless notice of the termination was either delivered or received as mentioned in the following sentence at least 24 hours before the start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a document in hard copy form delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 107(a) or in electronic form received at the address specified by or on behalf of the Company in accordance with Article 107(b), regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form. |
Duration of general authority |
|
114. A proxy given in the form of a power of attorney or similar authorisation granting power to a person to vote on behalf of a member at forthcoming meetings in general shall not be treated as valid for a period of more than three years, unless a contrary intention is stated in it. |
|
|
|
BUSINESS COMBINATIONS |
||
|
||
Shareholder approval of business combinations |
|
115. The adoption or authorisation of any Business Combination must be pre-approved by members of the Company representing at least two thirds in nominal value of the issued share capital of the Company (excluding shares held by the Company). The foregoing vote shall be in lieu of any lesser vote of the holders of the voting shares of the Company voting as one class otherwise required by law or by agreement, but shall be in addition to any class vote or other vote otherwise required by law, these Articles or any agreement to which the Company is a party.
For the purposes of this Article 115, the term Business Combination shall mean the sale or lease or exchange of all or substantially all of the property and of the assets of the Company to any person. |
|
|
|
NUMBER OF DIRECTORS |
||
|
||
Limits on number of directors |
|
116. The number of directors shall be as the board may determine from time to time, but shall be not less than seven and no more than twenty one. |
|
|
|
APPOINTMENT OF DIRECTORS |
||
|
||
Annual re- election |
|
117. Subject to Article 118, the directors shall be elected at each annual general meeting of the Company.
|
Eligibility for election |
|
118. Each director elected shall hold office until his successor is elected or until his earlier resignation or removal in accordance with Article 122, Article 133 or Article 134.
|
|
|
119. No person shall be appointed a director at any general meeting unless:
(a) he is recommended by the board; or
(b) notice in respect of that person is given by a member qualified to vote at the meeting has been received by the Company in accordance with Article 87 and Article 89 or section 338 of the Act of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Companys register of directors, together with notice by that person of his willingness to be appointed. |
|
|
|
Separate resolutions on appointment |
|
120. Except as otherwise authorised by the Companies Acts, a motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it should be so made has first been agreed to by the meeting without any vote being given against it. |
|
|
|
Additional powers of the Company |
|
121. Subject to Article 116, Article 117 and Article 122, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director. The appointment of a person to fill a vacancy or as an additional director shall take effect from the end of the meeting. |
|
|
|
Contested election |
|
122. In the event that at a meeting of the Company it is proposed to vote upon a number of resolutions for the appointment of a person as a director (each a Director Resolution ) that exceeds the total number of directors that are to be appointed to the board at that meeting (the Board Number ), the persons that shall be appointed shall: first be the person who receives the greatest number of for votes (whether or not a majority of those votes cast in respect of that Director Resolution), and then shall second be the person who receives the second greatest number of for votes (whether or not a majority of those votes cast in respect of that Director Resolution), and so on, until the number of directors so appointed equals the Board Number. |
|
|
123. Article 122 shall not apply to any resolution proposed to be voted on at a meeting in respect of the proposed removal of an existing director and appointment of a person instead of the person so removed, which pursuant to Article 134 and the Act shall be proposed as an ordinary resolution. |
|
|
|
Appointment by board |
|
124. The board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a fixed term. Any director so appointed shall hold office until his successor is elected or until his earlier resignation or removal in accordance with Article 122, Article 133 or Article 134. |
|
|
|
No share qualification |
|
125. A director shall not be required to hold any shares in the capital of the Company by way of qualification. |
|
|
|
POWERS OF THE BOARD |
||
|
||
Business to be managed by board |
|
126. Subject to the provisions of the Companies Acts and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the board which may pay all expenses incurred in forming and registering the Company and may exercise all the powers of the Company, including without limitation the power to dispose of all or any part of the undertaking of the Company. No alteration of the Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board. |
|
|
|
Exercise by Company of voting rights |
|
127. The board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them directors of such body corporate, or voting or providing for the payment of remuneration to the directors of such body corporate). |
|
|
|
CHANGE OF THE COMPANYS NAME |
||
|
||
Change of the Companys name |
|
128. The Companys name may be changed by resolution of the board. |
|
|
|
DELEGATION OF POWERS OF THE BOARD |
||
|
||
Committees of the board |
|
129. The board may delegate any of its powers to any committee consisting of one or more directors. The board may also delegate to any director holding any executive office such of its powers as the board considers desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may specify, and may be revoked or altered.
Subject to any conditions imposed by the board, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying. |
|
|
|
Local boards etc. |
|
130. The board may establish local or divisional boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of the local or divisional boards, or any managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made |
|
|
on such terms and subject to such conditions as the board may decide. The board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
|
|
|
Agents |
|
131. The board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not exceeding those vested in the board) and on such conditions as the board determines, including without limitation authority for the agent to delegate all or any of his powers, authorities and discretions, and may revoke or vary such delegation. |
|
|
|
Offices including title director |
|
132. The board may appoint any person to any office or employment having a designation or title including the word director or attach to any existing office or employment with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word director in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles. |
|
|
|
DISQUALIFICATION AND REMOVAL OF DIRECTORS |
||
|
||
Disqualification as a director |
|
133. A person ceases to be a director as soon as:
(a) that person ceases to be a director by virtue of any provision of the Act or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that persons creditors generally in satisfaction of that persons debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that persons mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the Company from the director that the director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms; or
(g) that person dies. |
|
|
|
Power of Company to remove director |
|
134. The Company may, without prejudice to the provisions of the Companies Acts, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against his removal. The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. |
|
|
|
NON-EXECUTIVE DIRECTORS |
||
|
||
Arrangements with non- executive directors |
|
135. Subject to the provisions of the Companies Acts, the board may enter into, vary and terminate an agreement or arrangement with any director who does not hold executive office for the provision of his services to the Company. Any such agreement or arrangement may be made on such terms as the board determines. |
Ordinary remuneration |
|
136. Each non-executive director shall be paid a fee for their services (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board. |
|
|
|
Additional remuneration for special services |
|
137. Any director who does not hold executive office and who performs special services which in the opinion of the board are outside the scope of the ordinary duties of a director, may be paid such extra remuneration by way of additional fee, salary, commission or otherwise as the board may determine. |
|
|
|
DIRECTORS EXPENSES |
||
|
||
Directors may be paid expenses |
|
138. The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the board or committees of the board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties. |
|
|
|
EXECUTIVE DIRECTORS |
||
|
||
Appointment to executive office |
|
139. Subject to the provisions of the Companies Acts, the board may appoint one or more of its body to be the holder of any executive office (including, without limitation, to hold office as president, chief executive officer and/or treasurer, but excluding that of auditor) in the Company and may enter into an agreement or arrangement with any such director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms, including without limitation terms as to remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revocation or variation. |
|
|
|
Termination of appointment to executive office |
|
140. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any rights or claims which he may have against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because his appointment to such executive office terminates. |
|
|
|
Emoluments to be determined by the board |
|
141. The emoluments of any director holding executive office for his services as such shall be determined by the board, and may be of any description, including without limitation admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership of any such scheme or fund. |
|
|
|
DIRECTORS INTERESTS |
||
|
||
Authorisation under s175 of the Act |
|
142. For the purposes of section 175 of the Act, the board may authorise any matter proposed to it in accordance with these Articles which would, if not so authorised, involve a breach of duty by a director under that section, including, without limitation, any matter which relates to a situation in which a director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such authorisation will be effective only if:
(a) any requirement as to quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and
(b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
The board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise |
|
|
given to the fullest extent permitted. The board may vary or terminate any such authorisation at any time.
For the purposes of the Articles, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests. |
|
|
|
Director may contract with the Company and hold other offices etc |
|
143. Provided that he has disclosed to the board the nature and extent of his interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Act apply, in which case no such disclosure is required) a director notwithstanding his office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
(b) may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director; and
(c) may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate:
(i) in which the Company is (directly or indirectly) interested as shareholder or otherwise; or
(ii) with which he has such a relationship at the request or direction of the Company. |
|
|
|
Remuneration, benefits etc. |
|
144. A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:
(a) the acceptance, entry into or existence of which has been approved by the board pursuant to Article 142 (subject, in any such case, to any limits or conditions to which such approval was subject); or
(b) which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 143;
nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. |
|
|
|
Notification of interests |
|
145. Any disclosure required by Article 143 may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with section 177 of the Act. |
|
|
|
Duty of confidentiality to another person |
|
146. A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this Article applies only if the existence of that relationship has been approved by the board pursuant to Article 142. In particular, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he fails:
(a) to disclose any such information to the board or to any director or other officer or employee of the Company; and/or
(b) to use or apply any such information in performing his duties as a director of the Company. |
Consequences of authorisation |
|
147. Where the existence of a directors relationship with another person has been approved by the board pursuant to Article 142 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:
(a) absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
(b) makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser,
for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists. |
|
|
|
Without prejudice to equitable principles or rule of law |
|
148. The provisions of Articles 146 and 147 are without prejudice to any equitable principle or rule of law which may excuse the director from:
(a) disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or
(b) attending meetings or discussions or receiving documents and information as referred to in Article 147, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles. |
|
|
|
GRATUITIES, PENSIONS AND INSURANCE |
||
|
||
Gratuities and pensions |
|
149. The board may (by establishment of, or maintenance of, schemes or otherwise) provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse, a civil partner, a former spouse and a former civil partner) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit. |
|
|
|
Insurance |
|
150. Without prejudice to the provisions of Article 211, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:
(a) a director, officer or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or
(b) a trustee of any pension fund in which employees of the Company or any other body referred to in paragraph (a) of this Article are or have been interested,
including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund. |
|
|
|
Directors not liable to account |
|
151. No director or former director shall be accountable to the Company or the members for any benefit provided pursuant to these Articles. The receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company. |
Meetings by telephone etc. |
|
159. Without prejudice to the first sentence of Article 153, a person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if he is able (directly or by electronic communication) to speak to and be heard by all those present or deemed to be present simultaneously. A director so deemed to be present shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. The word meeting in these Articles shall be construed accordingly. |
|
|
|
Directors power to vote on contracts in which they are interested |
|
160. Except as otherwise provided by these Articles, a director shall not vote at a meeting of the board or a committee of the board on any resolution of the board concerning a matter in which he has an interest (other than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company) which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only because the resolution concerns one or more of the following matters:
(a) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings;
(b) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;
(c) a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
(d) a contract, arrangement, transaction or proposal concerning any other body corporate in which he or any person connected with him is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be likely to give rise to a conflict with the interests of the Company in all circumstances);
(e) a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and
(f) a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any directors of the Company or for persons who include directors of the Company.
161. The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of the board or of a committee of the board. |
|
|
|
Division of proposals |
|
162. Where proposals are under consideration concerning the appointment (including without limitation fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested, the |
|
|
(c) if a person is entitled by transmission to the share, as if it were a notice to be sent under Article 196; or
(d) in any case, to such person and to such address as the person entitled to payment may direct by notice to the Company. |
|
|
|
Discharge to Company and risk |
|
182. Payment of a cheque or warrant by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer shall be a good discharge to the Company. Every cheque or warrant sent or transfer of funds made by the relevant bank or system in accordance with these Articles shall be at the risk of the holder or person entitled. The Company shall have no responsibility for any sums lost or delayed in the course of payment by any method used by the Company in accordance with Article 179. |
|
|
|
Interest not payable |
|
183. No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share. |
|
|
|
Forfeiture of unclaimed dividends |
|
184. Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Companys own account. Such payment shall not constitute the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a member if those instruments have been returned undelivered, or left uncashed by that member, on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the members new address. The entitlement conferred on the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or cheque. |
|
|
|
CAPITALISATION OF PROFITS AND RESERVES |
||
|
|
|
Power to capitalise |
|
185. The board may with the authority of an ordinary resolution of the Company: |
|
|
|
|
|
(a) subject to the provisions of this Article, resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund, including without limitation the Companys share premium account and capital redemption reserve, if any;
(b) appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolution who would have been entitled to it if it were distributed by way of dividend and in the same proportions;
(c) apply that sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full shares, debentures or other obligations of the Company of a nominal amount equal to that sum but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up shares to be allotted to members credited as fully paid;
(d) allot the shares, debentures or other obligations credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other;
(e) where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provision as they think fit for any fractional entitlements including without limitation authorising their sale and transfer to any person, resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties; |
COMMUNICATIONS |
||
|
|
|
When notice required to be in writing |
|
190. Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the board) shall be in writing. |
|
|
|
Methods of Company sending notice |
|
191. Subject to Article 190 and unless otherwise provided by these Articles, the Company shall send or supply a document or information that is required or authorised to be sent or supplied to a member or any other person by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject in such form and by such means as it may in its absolute discretion determine provided that the provisions of the Act which apply to sending or supplying a document or information required or authorised to be sent or supplied by the Companies Acts shall, the necessary changes having been made, also apply to sending or supplying any document or information required or authorised to be sent by these Articles or any other rules or regulations to which the Company may be subject. |
|
|
|
Methods of member etc. sending document or information |
|
192. Subject to Article 190 and unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send a document or information pursuant to these Articles to the Company in such form and by such means as it may in its absolute discretion determine provided that: |
|
|
|
|
|
(a) the determined form and means are permitted by the Companies Acts for the purpose of sending or supplying a document or information of that type to a company pursuant to a provision of the Companies Acts; and
(b) unless the board otherwise permits, any applicable condition or limitation specified in the Companies Acts, including without limitation as to the address to which the document or information may be sent, is satisfied.
Unless otherwise provided by these Articles or required by the board, such document or information shall be authenticated in the manner specified by the Companies Acts for authentication of a document or information sent in the relevant form. |
|
|
|
Notice to joint holders |
|
193. In the case of joint holders of a share any document or information shall be sent to the joint holder whose name stands first in the register in respect of the joint holding and any document or information so sent shall be deemed for all purposes sent to all the joint holders. |
|
|
|
Deemed receipt of notice |
|
194. A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called. |
|
|
|
Terms and conditions for electronic communications |
|
195. The board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means for the sending of notices, other documents and proxy appointments by the Company to members or persons entitled by transmission and by members or persons entitled by transmission to the Company. |
|
|
|
Notice to persons entitled by transmission |
|
196. A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred. |
Transferees etc. bound by prior notice |
|
197. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register, has been sent to a person from whom he derives his title. |
|
|
|
Proof of sending/when notices etc. deemed sent by post |
|
198. Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent or supplied. A document or information sent by the Company to a member by post shall be deemed to have been received: |
|
|
|
|
|
(a) if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted;
(b) in any other case, on the second day following that on which the document or information was posted. |
|
|
|
When notices etc. deemed sent by hand |
|
199. A document or information sent by the Company to a member by hand shall be deemed to have been received by the member when it is handed to the member or left at his registered address. |
|
|
|
Proof of sending/when notices etc. deemed sent by electronic means |
|
200. Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
|
|
|
When notices etc. deemed sent by website |
|
201. A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member: |
|
|
|
|
|
(a) when the document or information was first made available on the website; or
(b) if later, when the member is deemed by Article 198, 199 or 200 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
|
|
|
No entitlement to receive notice etc if Company has no current address
|
|
202. A member shall not be entitled to receive any document or information that is required or authorised to be sent or supplied to him by the Company by a provision of the Companies Acts or pursuant to these Articles or to any other rules or regulations to which the Company may be subject if documents or information sent or supplied to that member by post in accordance with the Articles have been returned undelivered to the Company: |
|
|
|
|
|
(a) on at least two consecutive occasions; or
(b) on one occasion and reasonable enquiries have failed to establish the members address. |
|
|
|
|
|
Without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting. |
|
|
|
|
|
A member to whom this Article applies shall become entitled to receive such documents or information when he has given the Company an address to which they may be sent or supplied. |
|
|
dividend warrants and cheques which have been sent in the manner authorised by these Articles in respect of the shares in question have remained uncashed;
(b) the Company shall as soon as practicable after expiry of the relevant period have inserted advertisements both in a national daily newspaper and in a newspaper circulating in the area of the last known address of such member or other person giving notice of its intention to sell the shares; and
(c) during the relevant period and the period of three months following the publication of the advertisements referred to in paragraph (b) of this Article (or, if published on different dates, the first date) the Company has received no indication either of the whereabouts or of the existence of such member or person. |
|
|
|
Transfer on sale |
|
206. To give effect to any sale pursuant to Article 205, the board may (a) authorise any person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer; or (b) where the shares are held in uncertificated form, do all acts and things it considers necessary and expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. |
|
|
|
Effectiveness of transfer |
|
207. An instrument of transfer executed by that person in accordance with Article 206 shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. An exercise by the Company of its powers in accordance with Article 206(b) shall be as effective as if exercised by the registered holder of or person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale. |
|
|
|
Proceeds of sale |
|
208. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled for an amount equal to the proceeds. The Company shall enter the name of such former member or other person in the books of the Company as a creditor for that amount. In relation to the debt, no trust is created and no interest is payable. The Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the Companys business or invested in such a way as the board from time to time thinks fit. |
|
|
|
WINDING UP |
||
|
|
|
Liquidator may distribute in specie |
|
209. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Insolvency Act 1986: |
|
|
|
|
|
(a) divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members;
(b) vest the whole or any part of the assets in trustees for the benefit of the members; and
(c) determine the scope and terms of those trusts,
but no member shall be compelled to accept any asset on which there is a liability. |
|
|
|
Disposal of assets by liquidator |
|
210. The power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then already constituted or about to be constituted for the purpose of carrying out the sale. |
|
|
|
INDEMNITY |
||
|
|
|
Indemnity to directors and officers |
|
211. Subject to the provisions of the Companies Acts, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified |