REG - Ascent Resources PLC - Notice of Record Date, GM & posting of Circular
05/02/2025 07:00
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RNS Number : 9212V Ascent Resources PLC 05 February 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
5 February 2025
Ascent Resources plc
("Ascent" or the "Company")
Notice of Record Date, General Meeting and Circular for Shareholder
Distribution
Ascent Resources Plc (LON: AST), is pleased to announce that the Record Date
for Shareholders to qualify for a bonus issue of preference shares for
ring-fenced access to an economic interest in 41% of the net proceeds to be
received by the Company in the event of a positive Energy Charter Treaty claim
outcome will be 10 February 2025. The distribution requires Shareholder
approval of a number of ordinary and special resolutions, which were mailed to
Shareholders in a circular last night (the contents of which are produced
below) to convene a General Meeting will be held at 14:30 on 20 February 2025
A copy of the Circular will also be available on the Company's website
www.ascentresources.co.uk (http://www.ascentresources.co.uk) .
Capitalised terms have the meaning set out in Appendix I to this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Publication of Circular 4 February
Latest time and date for receipt of Forms of Proxy in respect of the General 14:30 on 18 February
Meeting
Date and time of the General Meeting 14:30 on 20 February
Ex-entitlement date 6:00 p.m. on 7 February
Record Date for entitlements under the Bonus Issue 6:00 p.m. on 10 February
Despatch of share certificates for Preference Shares Within 14 days from the date of the General Meeting
Notes:
(a) Unless otherwise specified, references in this
Document to time are to London time (GMT).
(b) The times and dates above are indicative only.
If there is any change, revised times and/or dates will be notified to
Shareholders by means of an announcement through a Regulatory Information
Service.
INDICATIVE BONUS ISSUE STATISTICS
Basis of Bonus Issue 1 A2 Preference Share for every 1 existing Ordinary Share on the Record Date
Issue price per Preference Share 0.005 pence
Number of Ordinary Shares in issue as at the date of this Document 308,652,323
Number of Warrants outstanding as at the date of this Document 134,475,364
Number of Options outstanding as at the date of this Document 8,997,379
Number of Existing Preference Shares in issue at the date of this Document to 208,608,491
be redesignated as "A1 Preference Shares"
Total number of additional A1 Preference Shares that may be issued in respect 62,705,121
of warrants and options
Number of A2 Preference Shares to be issued in respect of Ordinary Shares in 308,652,323
issue as the date of this Document
Maximum Number of A2 Preference Shares which may be issued to RiverFort 47,874,699
Total number of A2 Preference Shares that may be issued in respect of 101,762,931
qualifying Warrants
Total number of A2 Preference Shares that may be issued in respect of New 3,285,894
Options
Total aggregate number of A2 Preference Shares that may be issued 461,575,847
PART I - LETTER FROM THE CHIEF EXECUTIVE OFFICER
Dear Shareholder
1. Introduction
On 23 July 2020 and 5 May 2022, the Company and its wholly-owned subsidiary,
Ascent Slovenia Limited (together the "Claimants"), filed notices of dispute
in relation to an Energy Charter Treaty claim ("ECT Claim") against the
Republic of Slovenia in relation to measures taken by the Republic of Slovenia
which have destroyed the value of the Company's investments in the Slovenian
energy sector, and which have de facto deprived the Company of its right to
produce gas in Slovenia. Further to these notices, the Claimants commenced an
ICSID arbitration against the Republic of Slovenia on 15 August 2022.
On 4 March 2024, the Company carried out a bonus issue ("Original Bonus
Issue") and adopted new articles of association in order to distribute an
entitlement to the economic interest in 49 per cent of any net proceeds
received after deduction of all legal fees, costs and expenses relating to the
ECT Claim (the "Net Proceeds" as further defined below) to qualifying existing
shareholders in the event of a successful claim outcome against the Republic
of Slovenia by the Claimants. Following the Original Bonus Issue, the Company
currently retains 100% ownership and control of its significant ECT Claim and,
further to the Original Bonus Issue, a 51% economic interest in the Net
Proceeds to be received in the event of a positive claim outcome.
On 20 December 2024, the Company announced its intention to conduct a second
distribution with entitlements to up to a further 41% economic interest in the
Net Proceeds to be received in the event of a positive claim outcome. In order
to carry out these proposals, it will be necessary for the Company to (i)
redesignate the Existing Preference Shares as A1 Preference Shares (ii) carry
out a New Bonus Issue of new A2 Preference Shares and (iii) to adopt new
articles of association setting out the rights attaching to the A1 Preference
Shares (the rights of which will not be altered) and the A2 Preference Shares.
These matters will require the approval of the Company's shareholders in a
General Meeting.
I am now writing to you with details of the General Meeting of the Company to
be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A
2EW at 2:30p.m. on Thursday, 20 February 2025. The formal Notice of the
General Meeting is set out at Part II of this Document.
This Document provides shareholders with the background to and the reasons for
the proposed New Bonus Issue and adoption of the New Articles (the
"Proposals"), explains the consequences of the Proposals, and sets out why the
Directors unanimously consider the Proposals to be in the best interest of the
Company and its shareholders as a whole.
2. Background to, and reasons for, the Proposals
Since the Original Bonus Issue was completed on 4 March 2024, the Company has
embarked upon a series of shaping moves in order to diversify its business as
a result of the difficulties faced in Slovenia regarding the assets held there
and which culminated in the ECT Claim. In particular, the Company has made the
following investments:
· an investment into a private US holding company, GNG Partners
LLC, that has acquired a natural gas processing plant with helium purification
and liquefier in Utah, USA;
· entered into a strategic collaboration agreement with Delta
Energy Corp SARL pursuant to which a new joint venture special purpose company
which will focus on new business development opportunities in world class
proven hydrocarbon basins has been established; and
· acquired a 49% interest in American Helium LLC's Utah and
Colorado upstream acreage which includes direct interests in a proportionate
share of 119,000 acres of helium rich oil and gas licenses across the two
states.
As a result of the continued expansion of the Company into new ventures, the
Company has determined that it would be in the best interests of existing
shareholders to ringfence a further portion of the Net Proceeds which may be
realised as a result of the ECT Claim. This decision to pursue a further
ringfencing of litigation proceeds comes after much dialogue by the Board with
existing shareholders and is considered to be in the best interests of all
existing shareholders. The intention of this potential distribution is to give
qualifying shareholders the opportunity of having ring-fenced access to a
larger portion of the net proceeds of the ECT Claim in the event of a
successful outcome, which is not exposed to further changes in the capital
structure of the Company, and without any impact on the title or control over
the ECT Claim itself. It should be cautioned that in the event the Company is
successful in its claim, any amount actually received by the Company may be
significantly lower than the full claim.
The Directors have sought to consider the most efficient ways in which the
Company can carry out these actions and took tax and legal advice prior to
implementing the Original Bonus Issue. The Company is pleased to confirm that
the following steps will be taken in order to ringfence a further 41 per cent
economic interest in the Net Proceeds for the benefit of existing shareholders
as of the Record Date:
Redesignation of Existing Preference Shares as A1 Preference Shares
As the Company is issuing a second tranche of Preference Shares pursuant to
the Proposals, the Company intends to redesignate the Existing Preference
Shares as "A1 Preference Shares". The Redesignation will not result in any
alteration to the terms of the Existing Preference Shares and they will rank
equally with the new A2 Preference Shares to be issued pursuant to the
Proposals.
Bonus Issue of new A2 Preference Shares
The Company intends to carry out the New Bonus Issue, pursuant to which every
shareholder of the Company as at the Record Date will receive one A2
Preference Share issued fully paid up. The nominal value of the A2 Preference
Shares shall be paid up by the Company capitalising £15,375.16325 standing to
the credit of the Company's share premium account.
The A2 Preference Shares shall entitle the holders thereof to receive, subject
to the Act, a preferential dividend equal to the A2 Preference Amount (being,
in aggregate, an amount equal to 41% of the Net Proceeds) following the
Preference Amount Determination Date. The obligation to pay the A2 Preference
Amount on the A2 Preference Shares will only arise to the extent that the
Total Preference Amount is received by the Company.
Shareholders might recall that in connection with the Original Bonus Issue,
the Company incorporated a new 100 per cent owned subsidiary company as a
special purpose vehicle named Ascent Claim Entitlement SPV Ltd (the "SPV")
whereby the Claimants entered into a deed of assignment with the SPV pursuant
to which the Claimants assigned to the SPV a 49 per cent. economic interest in
the Net Proceeds. Pursuant to the proposed assignment, the SPV issued ordinary
shares to the Company (being an equal number of shares as the Existing
Preference Shares) ("SPV Shares") and the SPV Shares held by the Company may
be transferred to qualifying shareholders in satisfaction of the Preference
Amount payable in respect of the Existing Preference Shares. With this New
Bonus Issue, the Company has determined that it will not establish another
special purpose vehicle in order to replicate the structure applicable to the
Existing Preference Shares in this respect. Instead, qualifying shareholders
will simply receive A2 Preference Shares as stated above. The SPV structure
will remain in place in respect of the A1 Preference Shares.
Adoption of New Articles (containing the terms applicable to the new A2
Preference Shares)
In order to issue the A2 Preference Shares, the Company will adopt new
articles of association (the "New Articles") setting out the terms applicable
to the A2 Preference Shares, which will rank equally with the A1 Preference
Shares and any other sub-classes of Preference Shares issued from time to
time. As explained above, the A2 Preference Shares will entitle the holders
thereof to receive, subject to the Act, a preferential dividend equal to the
A2 Preference Amount following the Preference Amount Determination Date.
The A2 Preference Shares do not confer on the holders thereof any voting
rights and, following the payment of the A2 Preference Amount, the new A2
Preference Shares shall not entitle the holders thereof to any further
economic or claim ownership rights. The A2 Preference Shares also do not give
any title nor control over the ECT Claim or the conduct of the ECT Claim
proceedings. Following the payment of the A2 Preference Amount, the Company
will be authorised at any time to effect a transfer of the A2 Preference
Shares without reference to the holders thereof and for no consideration
pursuant to and in accordance with the Act. Accordingly, the new A2 Preference
Shares will, for all practical purposes, be valueless following the payment of
the A2 Preference Amount and it is the Board's intention, at an appropriate
time, to have the A2 Preference Shares cancelled, whether through an
application to the Companies Court or otherwise in accordance with the Act.
Other than the changes to be made to the Articles in order to redesignate the
Existing Preference Shares as A1 Preference Shares and to include the rights
attaching to the A2 Preference Shares, no other provisions in the Company's
articles of association are proposed to be altered. The rights attaching to
the Preference Shares (being both the A1 Preference Shares and the A2
Preference Shares) are set out in Article 4 of the New Articles.
A copy of the draft New Articles, setting out the proposed amendments to the
existing articles of association of the Company, is available on the Company's
website, under 'Presentations and Documents' at the following link:
https://www.ascentresources.co.uk/investors
(https://www.ascentresources.co.uk/investors) .
Following careful consideration, the Directors believe that it is in the best
interests of the Company and its shareholders to seek to implement the
Proposals set out above. Set out in paragraph 3 below are some general
considerations of the Proposals from a tax perspective. Shareholders are
advised to consult their tax advisers on their tax position in respect of any
A2 Preference Shares and the payment of the A2 Preference Amount.
Shareholders should note that the A2 Preference Shares will not be admitted to
trading on AIM, or any other exchange. Accordingly, there will be no liquidity
or market for trading the A2 Preference Shares. Furthermore, any Shareholder
acquiring Ordinary Shares after the Record Date shall have no entitlement to
receive A2 Preference Shares in respect of the Ordinary Shares so acquired, or
otherwise to receive any part of the A2 Preference Amount after the Preference
Amount Determination Date.
3. Tax considerations
The following statements, which are intended as a general guide only, are
based on UK tax legislation and published HM Revenue & Customs practice in
force and effect at the date of this Document. They summarise certain limited
aspects of the UK taxation treatment of acceptance of the Proposals and they
relate only to the position of Shareholders who hold their Ordinary Shares
beneficially as an investment and who are resident in the UK for taxation
purposes. The below comments are intended as a guide only to the general
position on UK taxation of chargeable gains based on current legislation and
practice for certain classes of UK resident Shareholders and does not relate
to persons such as market makers, brokers, intermediaries and persons
connected with depositary arrangements or clearance services, to whom special
rules apply. If you are in any doubt as to your taxation position or are
resident or domiciled in any jurisdiction other than the UK, you should
consult an appropriate independent professional adviser immediately.
New Bonus Issue
A bonus share issue is generally treated as a reorganisation of share capital
for UK tax purposes. Consequently, UK tax resident shareholders should not be
treated as making a disposal / part-disposal of their existing shareholding as
a result of the bonus issue for capital gains purposes. The foregoing
treatment generally applies except in the case of a bonus issue which
precedes, or follows, a repayment of share capital (it is assumed that, so far
as the Company is concerned, no such repayment of share capital has taken, or
will take, place). The bonus issue should be tax neutral from the Company's
perspective also.
Payment of the A2 Preference Amount
If the A2 Preference Amount becomes payable and such amount is satisfied in
cash, the Company will be deemed to have paid a dividend to Shareholders.
Shareholders would be taxed accordingly on receipt of the dividend.
Shareholders who are resident in the UK for tax purposes would be subject to
income tax on the receipt of such a dividend, subject to their individual
circumstances, and the availability of any reliefs (including the annual
tax-free dividend allowance, which is in the amount of £500 for the tax year
2024-25).
Dividend rates of income tax would apply to such shareholders' receipt, which
range from 8.75 per cent. to 39.35 per cent. as of the tax year 2024-25,
depending on the shareholder's total taxable income for the tax year
concerned.
4. Options and Warrants
As at the date of this Document, the Company has 8,997,379 Options
outstanding. To ensure the continued incentivisation and retention of certain
of the Option Holders, who are the executives who will manage the entirety of
the ECT Claim, those Option Holders will be granted New Options replicating
their current option coverage in Ascent Resources plc. Such Option Holders
will therefore receive such number of New Options as equals the number of
Options that they currently hold (being 3,285,894 Options in aggregate). The
exercise price for the New Options will be the nominal value of the A2
Preference Shares and, upon exercise of the New Options, the relevant Option
Holders will receive one A2 Preference Share for every New Option exercised.
These options will expire two weeks after the outcome of the ECT Claim becomes
known, including the definition of the quantum of the award if there is an
award.
As at the date of this Document, the Company has 134,475,364 Warrants
outstanding. 101,762,931 of the Company's outstanding Warrants include
adjustment event clauses which are triggered by the proposed New Bonus Issue,
and accordingly these qualifying Warrants will have amended subscription
rights such that if and when they are exercised the warrant holder will
receive one Ordinary Share, one A1 Preference Share and one A2 Preference
Share for every Warrant exercised. No other term of the qualifying Warrants,
including the relevant exercise price payable on exercise, will be altered by
virtue of the New Bonus Issue.
As was previously the case, at such time as New Options and/or Warrants are
exercised, the SPV shall issue to the Company an additional number of SPV
Shares equal to the total number of A1 Preference Shares issued pursuant to
the exercise of the New Options and/or qualifying Warrants.
In order for the Company to be able to issue A2 Preference Shares to holders
of New Options and qualifying Warrants, Resolutions 3 and 5 are proposed to be
passed at the General Meeting in order to grant the Directors authority to
issue A2 Preference Shares pursuant to section 551 of the Act, and free from
statutory pre-emption rights.
5. Issue of new A2 Preference Shares to RiverFort
On 22 April 2024, the Company entered into a new financing facility with
RiverFort pursuant to which, in consideration for RiverFort advancing
US$1,000,000 to the Company, the Company granted RiverFort 11,506,098 warrants
over Ordinary Shares. In addition to these new warrants, RiverFort also held
existing warrants over 6,933,333 Ordinary Shares. Pursuant to the arrangements
entered into with RiverFort, it has been agreed that RiverFort will be issued
A2 Preference Shares as and when the Company carries out the New Bonus Issue.
Accordingly, in connection with the New Bonus Issue, RiverFort will subscribe,
on a fully paid up basis, for 15,927,494 A2 Preference Shares at par value and
subject to full conversion of the outstanding debt obligation and interest
could receive upto a further 31,947,205 A2 Preference Shares (in the event the
Loan plus interest is redeemed in cash these conversion SPV shares will not be
created).
6. General Meeting
Set out at the end of this document is a notice convening the General Meeting
to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A
2EW at 2:30p.m. on Thursday, 20 February 2025, at which the following
resolutions will be proposed:
Resolution 1: Redesignation
Resolution 1 is an ordinary resolution to authorise the Redesignation of the
Existing Preference Shares as A1 Preference Shares.
Resolution 2: Bonus Issue
Resolution 2 is an ordinary resolution to authorise the New Bonus Issue and
the issue and allotment of A2 Preference Shares to Shareholders.
Resolution 3: Authority to allot
Resolution 3 is an ordinary resolution to authorise the Directors to issue and
allot up to 152,923,524 A2 Preference Shares pursuant to the New Options,
qualifying Warrants currently outstanding, and the A2 Preference Shares to be
issued to RiverFort.
Resolution 4: Directors authority to allot Shares
Resolution 4 is an ordinary resolution to enable directors to issue and allot
new Ordinary shares in the Company up to a nominal value of £1,543,261.62.
Resolution 5: Adoption of New Articles
Resolution 5 is a special resolution to adopt the New Articles as the articles
of association of the Company.
Resolution 6: Disapplication of pre-emption rights
Resolution 6 is a special resolution to disapply statutory pre-emption rights
to allow the Directors to issue and allot 308,652,323 A2 Preference Shares
pursuant to the New Options, qualifying Warrants currently outstanding and the
A2 Preference Shares to be issued to RiverFort, up to a nominal value of
£23,078,7924.
Resolution 7: Authority to issue shares on a non-pre-emptive basis
Resolution 7 is a special resolution to disapply statutory pre-emption
rights to allow the Directors to issue and allot new Ordinary shares up to a
nominal value of £1,543,261.62
7. Action to be taken
A Form of Proxy for use by Shareholders at the General Meeting accompanies
this document. The Form of Proxy should be completed and signed in accordance
with the instructions thereon and returned to the Company's registrars,
Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY , as soon as possible, but in any event so as to be received by no
later than 2:30p.m. on Tuesday, 18 February 2025 or, if the General Meeting
is adjourned, 48 hours (excluding any part of a day that is not a working day)
before the time fixed for the adjourned meeting).
Shareholders who hold their shares through CREST and who wish to appoint a
proxy for the General Meeting or any adjournment(s) thereof may do so by using
the CREST proxy voting service in accordance with the procedures set out in
the CREST manual. CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service provider, should refer
to that CREST sponsor or voting service provider(s), who will be able to take
the appropriate action on their behalf. Proxies submitted via CREST must be
received by the Registrar by no later than 2:30 p.m. on Tuesday, 18 February
2025.
8. Recommendation
For the reasons noted above, the Directors consider the Resolutions to be put
to the General Meeting are in the best interests of the Company and,
therefore, unanimously recommend that Shareholders vote in favour, as they
intend to do so in respect of the Ordinary Shares they are directly or
indirectly interested in, which amount to, in aggregate, 2,690,000 Ordinary
Shares, representing 0.87% per cent. of the current issued share capital of
the Company.
Yours sincerely,
Andrew Dennan
Chief Executive Officer
For and on behalf of the Board of Ascent Resources plc
Enquiries:
Ascent Resources plc Via Vigo Communications
Andrew Dennan
Zeus, Nominated Adviser & Broker 0203 829 5000
James Joyce / James Bavister / Gabriella Zwarts
Novum Securities, Joint Broker 0207 399 9400
John Belliss / Colin Rowbury
Appendix I - Definitions
The following definitions apply throughout this Document, unless the context
requires otherwise:
"A1 Preference Amount" 49 per cent. of the Net Proceeds
"A1 Preference Shares" the irredeemable preference shares of 0.005 pence each in the capital of the
Company issued on 4 March 2024, having the rights set out in the New Articles
and which are entitled to be paid, following the Preference Amount
Determination Date, the A1 Preference Amount
"A2 Preference Amount" 41 per cent. of the Net Proceeds
"A2 Preference Shares" the irredeemable preference shares of 0.005 pence each in the capital of the
Company to be issued to the Shareholders as at the Record Date pursuant to the
New Bonus Issue, having the rights set out in the New Articles and which are
entitled to be paid, following the Preference Amount Determination Date, the
A2 Preference Amount
"Act" the Companies Act 2006, as amended
"AIM" the AIM market operated by the London Stock Exchange Plc
"AIM Rules" the AIM rules for Companies as published and amended by the London Stock
Exchange and as amended from time to time
"Assigned Net Proceeds" the A1 Preference Amount
"Business Day" a day (other than a Saturday, Sunday or public holiday) on which banks are
open in London, England
"CREST" the computerised settlement system (as defined in the CREST Regulations),
operated by Euroclear, which facilitates the transfer of title to shares in
uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
"Directors" or the "Board" the directors of the Company
"ECT Claim" the Claimants' Energy Charter Treaty claim against the Republic of Slovenia
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
and Wales and the operator of CREST
"Form of Proxy" the form of proxy for use by the Shareholders in connection with the General
Meeting
General Meeting the general meeting of Shareholders to be held at 8th Floor, The Broadgate
Tower, 20 Primrose Street, London, EC2A 2EW at 2.30 p.m. on Thursday, 20
February 2025, notice of which is set out at Part II of this Document, or any
adjournment of that meeting
"Group" the Company and its subsidiary undertakings at the date of this Document
"London Stock Exchange" London Stock Exchange plc
"Net Proceeds" all amounts received by the Company as a consequence of any settlement or
final judgment or determination of the ECT Claim less:
(a) all taxes payable in connection with any amounts received;
(b) all disbursements payable in connection with the ECT Claim,
whether in the Republic of Slovenia, the United Kingdom or elsewhere
(including the expenses incurred by Enyo Law in pursuing the ECT Claim and
such as, for example, fees and expenses of the arbitral tribunal and arbitral
institutions, hearing venue costs, travel expenses, fees of translators,
interpreters and transcribers, printing and courier costs, legal database
search fees and other similar expenses, as well as fees of experts (including
in relation to any report produced or attendance at hearings) and of Slovenian
lawyers);
(c) all third-party costs incurred in connection with the ECT
Claim, including but not limited to, all fees payable to Enyo Law under the
Damages Based Agreement with it;
(d) all costs, fees and charges payable in connection with the
enforcement and recovery of any amounts due to the Company as a result of a
settlement, judgment or determination of the ECT Claim;
(e) all amounts payable to the providers of insurance in
relation to the ECT Claim, including any insurance contingent premium payable
out of the receipt of proceeds in the event of the ECT Claim being successful;
and
(f) any other amounts that the Company reasonably determines
ought to be considered as a cost or charge incurred or payable in connection
with the ECT Claim
"New Articles" the new articles of association to be adopted by the Company pursuant to
Resolution 4 set out in the Notice to be proposed at the General Meeting
"Ordinary Shares" the ordinary shares of 0.5 pence each in the capital of the Company
"Original Bonus Issue" the bonus issue of 208,608,491 Existing Preference Shares to shareholders
which was carried out on 4 March 2024
"Preference Amount" means the percentage of Net Proceeds payable to a sub-class of Preference
Shares in issue from time to time as a preferential dividend, being as at the
date of adoption of the New Articles, the A1 Preference Amount and the A2
Preference Amount
"Preference Amount Determination Date" the date upon which the Total Preference Amount is finally determined by the
Directors
"Preference Shares" the A1 Preference Shares, the A2 Preference Shares and any other sub-class of
irredeemable preference shares created in accordance with and, in each, case
having the rights set out in, the New Articles
"Proposals" the Redesignation, the Bonus Issue and the adoption of the New Articles
"Record Date" the record date for the Bonus Issue, being 6.00 p.m. on 10 February 2025
"Redesignation" the redesignation of the Existing Preference Shares as A1 Preference Shares,
having the rights set out in the New Articles
"Resolutions" the resolutions set out in the Notice to be proposed at the General Meeting
"Shareholders" holders of Ordinary Shares in the Company as of the Record Date
"Share Registrar" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS13 8AE
"uncertificated" or "in uncertificated form" recorded on the register of Ordinary Shares as being held in uncertificated
form in CREST, entitlement to which, by virtue of the CREST Regulations, may
be transferred by means of CREST
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