REG - UK Oil & Gas PLC - Proposed Capital Reorganisation
01/02/2024 14:00
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RNS Number : 7509B UK Oil & Gas PLC 01 February 2024
UK Oil & Gas Plc
("UKOG" or the "Company")
Proposed Capital Reorganisation
Proposed New Articles of Association
and
Notice of General Meeting
UK Oil & Gas PLC (London AIM: UKOG) is pleased to announce that it will
hold a General Meeting ("GM") at 11:00am on 16 February 2024 at 8th Floor, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW, United Kingdom. Copies
of the GM Notice ("Notice") and Proxy form have been posted to registered
shareholders.
The Notice and subsequent GM results will be made available on the Company's
website www.ukogplc.com (http://www.ukogplc.com) .
The full text of the notice is included below.
For further information, please contact:
UK Oil & Gas plc
Stephen Sanderson / Allen D Howard/ Guzyal Mukhametzhanova
Tel: 01483 941493
WH Ireland Ltd (Nominated Adviser and Broker)
James Joyce / Andrew de Andrade / James Bavister
Tel: 020 7220 1666
Communications
Brian
Alexander Tel:
01483 941493
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should seek your
own independent advice from a stockbroker, solicitor, accountant, or other
professional adviser.
If you have sold or otherwise transferred all of your shares in UK Oil &
Gas PLC, please pass this Document together with the accompanying documents to
the purchaser or transferee, or to the person who arranged the sale or
transfer so they can pass these documents to the person who now holds the
shares.
The distribution of this Document in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this Document comes should inform themselves about and observe such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. This Document does
not constitute any offer to issue or sell or a solicitation of any offer to
subscribe for or buy shares in the Company.
UK OIL & GAS PLC
(incorporated and registered in England and Wales under number 05299925)
Proposed Capital Reorganisation
Proposed New Articles of Association
and
Notice of General Meeting
This Document should be read as a whole. However, your attention is drawn to
the letter from the chairperson of the Company which is set out on pages 6 to
11 of this Document and which contains, amongst other things, a recommendation
from the Directors that you vote in favour of the Resolutions to be proposed
at the General Meeting.
Notice of the General Meeting of the Company to be held at 11:00 a.m. on 16
February 2024 at 8th Floor, The Broadgate Tower, 20 Primrose Street, London
EC2A 2EW, United Kingdom is set out at the end of this Document. A Form of
Proxy for use at the General Meeting accompanies this Document and, to be
valid, must be completed and returned to Share Registrars Limited at 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible
but in any event to be received not later than 11:00 a.m. on 14 February 2024
or 48 hours before any adjourned meeting. Completion of a Form of Proxy will
not preclude a Shareholder from attending and voting at the General Meeting in
person.
DEFINITIONS
The following definitions apply throughout this Document, unless the context
otherwise requires:
"Act" the Companies Act 2006
"Admission" the admission of the New Ordinary Shares to trading on AIM
"AIM" the AIM market operated by the London Stock Exchange Group PLC
"Board" or "Directors" the directors of the Company whose names are set out on page 6 of this
Document
"Capital Reorganisation" a subdivision and reclassification of the Existing Ordinary Shares, followed
by a consolidation resulting in 2,953,492,610 New Ordinary Shares of
£0.000001 each and 2,950,539,117,790 Deferred B Shares of £0.000001 each
"Company" UK Oil & Gas PLC, a company incorporated and registered in England and
Wales, with registered number 05299925
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear & International which facilitates the transfer of
title to shares in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force
"Current Articles" the Company's current memorandum and articles of association were adopted by
the Company on 18 March 2010 and amended by special resolutions passed on 30
June 2011, 25 November 2013 and 31 March 2014
"Deferred Shares" the existing 1,158,385,352,229 deferred shares of £0.00001 each in the
capital of the Company in issue as at the date of this Document
"Deferred B Shares" the 2,950,539,117,790 deferred shares of £0.000001 resulting from the Capital
Reorganisation
"Document" this document, containing details of the Resolutions
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use by the Shareholders in connection with the General
Meeting
"General Meeting" or "GM" the general meeting of the Company to be held at 8(th) Floor, The Broadgate
Tower, 20 Primrose Street, London EC2A 2EW on 16 February 2024 at 11:00 a.m.,
notice of which is set out at the end of this Document
"Issued Share Capital" the Ordinary Shares and Deferred Shares in issue as at the date of this
Document
"Last Practicable Date" 30 January 2024
"London Stock Exchange" the London Stock Exchange plc
"New Articles" the new articles of association of the Company that the Board is proposing to
adopt at this General Meeting
"New Ordinary Shares" the 2,953,492,610 ordinary shares of £0.000001 each resulting from the
Capital Reorganisation
"Ordinary Shares" or "Existing Ordinary Shares" the existing 29,534,926,104 ordinary shares of £0.0001 each in the capital of
the Company as at the date of this Document
"Record Date" 6:00 p.m. on 16 February 2024
"Registrar" Share Registrars Limited, the registrars of the Company
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
"Resolutions" or "Resolution" the resolutions to be proposed at the General Meeting, notice of which is set
out at the end of this Document
"Shareholders" or "Shareholder" the holders of Ordinary Shares in the Company
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time / date
Publication and posting of this Document and Form of Proxy 31 January 2024
Latest time and date for receipt of Form of Proxy 11:00 a.m. on 14 February 2024
Time and Date of General Meeting 11:00 a.m. on 16 February 2024
Announcement of results of General Meeting 16 February 2024
Record date for Capital Reorganisation 6:00 p.m. on 16 February 2024
Latest time and date for dealing in Existing Ordinary Shares 6:00 p.m. on 16 February 2024
Expected date of admission of New Ordinary Shares to AIM 19 February 2024
Expected date CREST accounts are to be credited with New Ordinary Shares in 19 February 2024
uncertificated form
Despatch of definitive certificate for New Ordinary Shares (in certificated Week commencing 26 February 2024
form)
Notes:
(1) All times shown in this Document are London times unless otherwise
stated. The dates and times given are indicative only and are based on the
Company's current expectations and may be subject to change. If any of the
times and/or date above changes. The revised times and/or dates will be
notified to Shareholders by announcement through the Regulatory Information
Service of the London Stock Exchange.
(2) If the General Meeting is adjourned, the latest time and date for
receipt of forms of proxy for the adjourned meeting will be notified to
Shareholders by announcement through the Regulatory Information Service of the
London Stock Exchange.
SHARE INFORMATION
Number of Existing Ordinary Shares in issue at the Last Practicable Date 29,534,926,104
Total expected number of New Ordinary Shares in issue following the Capital 2,953,492,610
Reorganisation
Total expected number of Deferred B Shares in issue following the Capital 2,950,539,117,790
Reorganisation
ISIN for New Ordinary Shares GB00BS3D4G58
TIDM (unchanged) UKOG
LETTER FROM THE CHAIRMAN
UK OIL & GAS PLC
(Incorporated and registered in England & Wales with registered number
05299925)
Directors: Registered Office:
Nicholas Mardon Taylor (Non-Executive Chairman) The Broadgate Tower
Stephen Sanderson (Chief Executive Officer) 8(th) Floor
Allen D Howard (Executive Director) 20 Primrose Street
Kiran Morzaria (Non-Executive Director) London
United Kingdom
EC2A 2EW
To the Shareholders and, for information only, to the holders of warrants and
options
31 January 2024
Dear Shareholder
Proposed Capital Reorganisation
Proposed New Articles of Association
and
Notice of General Meeting
1. Introduction
I am writing to you with details of the General Meeting of the Company which
will be held at 11:00 a.m. on 16 February 2024. The physical meeting will be
held at 8(th) Floor, 20 Primrose Street, London EC2A 2EW. The formal notice of
the General Meeting is set out at the end of this Document.
During the meeting, we will cover the business of the General Meeting as set
out in the Notice of General Meeting attached to this letter. This business
includes a subdivision followed by a consolidation ("Capital Reorganisation",
as further detailed below), resolutions granting the Directors authority to
allot new shares, the disapplication of statutory pre-emption rights in
relation to the issue and allotment of new shares and the adoption of a new
set of articles of association.
This letter also explains why the Directors recommend that Shareholders of the
Company vote in favour of the Resolutions being proposed at the General
Meeting.
2. Background and Reasons for Seeking Approval for Resolutions 3 and 5
The Company's current portfolio contains the material Loxley gas deposit in
Surrey, and one of the UK's largest planned hydrogen storage projects at
Portland, Dorset. These two projects, together with the Company's core UK oil
producing and Turkish appraisal/exploration properties have the potential to
generate significant returns for the Company and its shareholders.
In the light of the recent successful Court of Appeal decision upholding the
Company's planning consent to drill and test the discovered Loxley gas
deposit, the Company now aims, subject to further funding, to commence the
planned Loxley-1 appraisal programme in the second half of 2024. Certain costs
associated with the discharge of pre-commencement planning conditions will
also need to be funded.
The government's newly announced one year acceleration of the first hydrogen
storage allocation round to Q3 2024 vs the prior Q3/Q4 2025 timeline, also
necessitates the Company to accelerate its Portland project schedule. In order
to prepare and submit a bid for an allocation award, the round's timetable
necessitates an acceleration of specific unbudgeted studies/works during 2024.
The Company is also in discussion with several significant potential
international investors with regard to their participation in the Company's
hydrogen storage project.
In order to deliver the Company's stated strategy and growth objectives, it
will require further funds in the near future. The Directors therefore seek
specific shareholder approval for authority to issue shares and dis-apply
pre-emption rights in respect of those shares in order that the Company can
raise money as set out above and for general working capital.
3. Before the General Meeting
In the usual way we ask and encourage Shareholders to vote in favour of the
Resolutions. Shareholders are encouraged to complete the enclosed Form of
Proxy and return it to the Registrar at 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX, United Kingdom as soon as possible but in any event
to be received not later than 11:00 a.m. on 14 February 2024 or 48 hours
before any adjourned meeting.
4. Capital Reorganisation
The Company currently has 29,534,926,104 ordinary shares of £0.0001 each in
issue ("Existing Ordinary Shares"). The Board proposes to carry out a
subdivision and reclassification of the Existing Ordinary Shares by 1:1000 so
that each Existing Ordinary Share will be subdivided and reclassified into one
(1) new ordinary share of £0.0000001 each ("New Ordinary Share") and 999
deferred B shares of £0.0000001 each ("Deferred B Shares") ("Subdivision"),
followed by a consolidation of the New Ordinary Shares and Deferred B Shares
by 10:1 so that every 10 New Ordinary Shares and every 10 Deferred B Shares
will be consolidated into 1 New Ordinary Share and 1 Deferred B Share of
£0.000001 each ("Consolidation", together with the Subdivision, "Capital
Reorganisation"). The Deferred B Shares will have no right to vote or
participate in the capital of the Company and the Company will not issue any
certificates or credit CREST accounts in respect of them. The Deferred B
Shares will not be admitted to trading on any exchange. The rights of the
ordinary shares and the Deferred B Shares will be set out in the new articles
of association proposed to be adopted by the Company. The purpose of the
Capital Reorganisation is to reduce the nominal value of the Existing Ordinary
Shares and to reduce the number of shares in issue.
For purely illustrative purposes, examples of the effects of the proposed
Capital Reorganisation (should it be approved by Shareholders) are set out
below:
Number of Existing Ordinary Shares of £0.0001 each held Number of New Ordinary Shares of £0.000001 each following the Capital Number of Deferred B Shares of £0.000001 each following the Capital
Reorganisation Reorganisation
1 0 99
10 1 999
100 10 9,990
1000 100 99,900
It is likely that the Capital Reorganisation will result in fractional
entitlements to a New Ordinary Share where any holding is not precisely
divisible by 10. No certificates will be issued for fractional entitlements to
New Ordinary Shares. Following the implementation of the Capital
Reorganisation, certain shareholders may not have a proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding of
Existing Ordinary Shares. Furthermore, any shareholders holding fewer than 10
Existing Ordinary Shares as at 6:00 p.m. on 16 February 2024 (the "Record
Date") will cease to be a shareholder of the ordinary shares in the Company.
The minimum threshold to receive New Ordinary Shares will be 10 Existing
Ordinary Shares.
The Articles permit the Directors to sell shares representing fractional
entitlements arising from the proposed capital reorganisation. Any New
Ordinary Shares in respect of which there are fractional entitlements will
therefore be aggregated and sold in the market for the best price reasonably
obtainable on behalf of shareholders entitled to fractions. The Company will
distribute the proceeds of sale in due proportion to any such shareholders in
accordance with the Articles.
Share certificates in respect of the New Ordinary Shares, will be issued
following the Capital Reorganisation or, in the case of uncertificated
holders, Euroclear UK and International Limited will be instructed to credit
the CREST participant's account with New Ordinary Shares.
5. The New Articles
The Company's current memorandum and articles of association were adopted by
the Company on 18 March 2010 (the "Current Articles"). Due to the proposed
Capital Reorganisation the Company needs to adopt a revised memorandum and
articles of association to establish the Deferred B Shares, and set out the
rights attaching thereto. Below is a summary of the material differences
between the Current Articles and the proposed New Articles:
The New Ordinary Shares will have the same rights as the Existing Ordinary
Shares including voting, dividend, return of capital and other rights. The
Deferred B Shares will have no dividend or voting rights and, upon a return of
capital, the right only to receive the amount paid up thereon after the
holders of the Ordinary Shares in the capital of the Company have received not
only the aggregate amount paid up thereon. The Deferred B Shares will not be
traded on AIM or any other market, and no share certificates will be issued in
respect of the Deferred B Shares, nor will the CREST accounts of holders of
New Ordinary Shares be credited with any Deferred B Shares.
The Company will be able to hold general meetings and annual general meetings
by means of electronic facility or facilities. The notice of the meetings will
specify whether the meeting will be a physical, electronic or hybrid meeting.
In the case of an electronic or hybrid meeting, the notice shall specify the
date, time and electronic platform for the meeting, which electronic platform
may vary from time to time and from meeting to meeting as the Board, in its
sole discretion, sees fit. At any electronic general meeting, the Board may
impose any necessary requirements or restrictions to verify the identity of
those taking part and the security of the electronic communications. The
Company will also be able to authorise any voting application, system or
facility for electronic or satellite general meetings as it sees fit. For the
avoidance of doubt, the New Articles will not prevent a general meeting being
held both physically and electronically.
Subject to express agreement by members (as further detailed in the proposed
New Articles), the Company will be able to send any documents or notices to
members, who have provided their express consent, in electronic form and use
its website to display certain documents rather than sending these documents
to members in hardcopy form.
6. Admission of the New Ordinary Shares
Application will be made for the New Ordinary Shares to be admitted to trading
on AIM in place of the Existing Ordinary Shares. It is expected that Admission
will become effective and that dealings in the New Ordinary Shares will
commence on 19 February 2024.
Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled in their CREST accounts on the Record Date, and
their CREST accounts will be credited with the New Ordinary Shares following
Admission, which is expected to take place on 19 February 2024.
-Following the Capital Reorganisation, share certificates in respect of
existing ordinary shares will cease to be valid. Share certificates in respect
of holding of New Ordinary Shares will be sent to the registered address of
shareholders on the register at 6.00pm on the record date. The share
certificates will be despatched by 1(st) class post, at the risk of the
shareholder.
7. Resolutions at the General Meeting
Resolution 1 - Share Capital Reclassification
Subject to the New Articles being adopted, this is an ordinary resolution to
grant the Directors with authority to subdivide and reclassify the existing
ordinary shares of £0.0001 each in the capital of the Company so that each
ordinary share of £0.0001 each be and they are sub-divided and reclassified
into one (1) New Ordinary Share of £0.0000001 each in the capital of the
Company and 999 new Deferred B Shares of £0.0000001 each in the capital of
the Company with each having the rights and restrictions set out in the New
Articles.
Resolution 2 - Consolidation of Shares
Subject to the New Articles being adopted and the share capital
reclassification described at Resolution 1 being passed, this is an ordinary
resolution to grant the Directors with authority to consolidate the New
Ordinary Shares and Deferred B Shares so that every 10 New Ordinary Shares and
every 10 Deferred B Shares will be consolidated into 1 New Ordinary Share and
1 Deferred B Share of £0.000001 each in the capital of the Company with each
having the rights and restrictions set out in the New Articles.
Resolution 3 - Directors' Authority to Allot Shares
This is an ordinary resolution to grant the Directors with authority to allot
and issue shares and grant rights to subscribe for shares in the Company for
the purposes of Section 551 of the Act conditional upon Resolution 1, 2 and 4
being passed up to the maximum aggregate nominal value of £1,476.75, or
should Resolution 1, 2 and 4 not pass up to the maximum aggregate nominal
value of £1,476,746.31 being approximately 50% of the Company's ordinary
share capital in each instance. This Resolution replaces any existing
authorities to issue shares in the Company and the authority under this
Resolution will expire at the conclusion of the next annual general meeting of
the Company.
Resolution 4 - Adoption of New Articles
This is a special resolution to approve the adoption of the New Articles.
A copy of the Company's Current Articles and the proposed New Articles of
association will be available for inspection during normal business hours
(excluding Saturdays, Sundays and bank holidays) at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW from
the date of this Document until the close of the General Meeting. The proposed
New Articles will also be available for inspection at the General Meeting at
least 15 minutes prior to the start of the meeting and up until the close of
the meeting.
Resolution 5 - Disapplication of Pre-emption Rights
Resolution 5 proposes to dis-apply the statutory rights of pre-emption in
respect of the allotment of equity securities for cash under Section 561(1) of
the Act. This is a special resolution authorising the Directors to issue
equity securities as continuing authority conditional upon Resolution 1, 2 and
4 being passed up to the maximum aggregate nominal value of £1,476.75, or
should Resolution 1, 2 and 4 not pass up to the maximum aggregate nominal
value of £1,476,746.31 being approximately 50% of the Company's ordinary
share capital in each instance.
The authority granted by this Resolution will expire at the conclusion of next
annual general meeting of the Company.
8. Action to be taken by Shareholders
Shareholders will find enclosed with this letter a Form of Proxy for use at
the General Meeting. The Form of Proxy should be completed and returned in
accordance with the instructions printed on it so as to arrive to the
Registrar at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX as
possible and in any event not later than 11:00 a.m. on 14 February 2024.
Completion and the return of the Form of Proxy will not prevent Shareholders
from attending and voting at the General Meeting should they so wish.
9. Security
For your safety and all our security, Shareholders will not be permitted to
bring a bag larger than 40 x 30 x 15cm into the venue. All Shareholders and
their belongings will be subject to a search upon entry. We would encourage
you to only bring personal essentials.
We reserve the right to prohibit any items that we consider pose a safety or
security hazard and reject and/or remove (amongst other things) signs or
leaflets which, in our sole discretion, are disruptive, obscene, may be
offensive to others or obstruct the view of Shareholders.
Behaviour or conduct that may interfere with another person's safety or
security, or the good order of the General Meeting will not be permitted and
you may be removed from the meeting.
No photographic or recording equipment is permitted. Mobile telephones and
other communication devices must be switched off for the duration of the
General Meeting
All Shareholders wishing to attend will be asked to register at a registration
desk on arrival and must present a valid form of photo identification.
Shareholders will not be permitted to re-enter once they have left the venue.
10. Recommendation
The Directors unanimously believe that the Resolutions are in the best
interests of the Company and its Shareholders and unanimously recommend you
vote in favour of the Resolutions.
Yours faithfully
Nicholas Mardon Taylor
Non-Executive Chairperson
UK OIL & GAS PLC
(Registered in England No. 05299925)
NOTICE OF GENERAL MEETING
NOTICE is hereby given that the General Meeting of the Company will be held at
11:00 a.m. on 16 February 2024 for the purpose of considering and if thought
fit passing the Resolutions set out below, of which Resolutions 1-3 will be
proposed as ordinary resolutions and Resolutions 4 and 5 as special
resolutions. The physical meeting will be held at 8th Floor, The Broadgate
Tower, 20 Primrose Street, London EC2A 2EW, United Kingdom.
ORDINARY RESOLUTIONS
Resolution 1: THAT, subject to Resolution 4 being passed, in accordance with section 618 of
the Companies Act 2006, every one (1) ordinary share of £0.0001 each in the
issued share capital of the Company be and is sub-divided and reclassified by
1:1000 into one (1) new ordinary share of £0.0000001 each in the capital of
the Company and 999 new deferred B shares of £0.0000001 each in the capital
of the Company with each having the rights and restrictions set out in the New
Articles (as defined below).
Resolution 2: THAT, subject to Resolutions 1 and 4 being passed, in accordance with section
618 of the Companies Act 2006, (i) the 29,534,926,104 ordinary shares of
£0.0000001 each in the capital of the Company be consolidated by 10:1 into
2,953,492,610 ordinary shares of £0.000001 each, such shares having the same
rights and being subject to the same restrictions as the existing ordinary
shares of £0.0001 each in the capital of the Company and (ii)
29,505,391,177,896 deferred B shares of £0.0000001 each in the capital of the
Company be consolidated by 10:1 into 2,950,539,117,790 deferred B shares of
£0.000001 each (together "Consolidated Shares" or each a "Consolidated
Share"), with each Consolidated Share having the rights and restrictions set
out in the New Articles (as defined below).
Resolution 3: THAT, pursuant to section 551 of the Act the Directors be and are hereby
generally and unconditionally authorised to exercise all powers of the Company
to allot equity securities (as defined by section 560 of the Act) conditional
upon Resolution 1, 2 and 4 being passed up to the maximum aggregate nominal
value of £1,476.75, or should Resolution 1, 2 and 4 not pass up to the
maximum aggregate nominal value of £1,476,746.31 being approximately 50% of
the Company's ordinary share capital in each instance, PROVIDED that the
authority granted under this Resolution shall lapse at the end of the next
annual general meeting of the Company to be held after the date of the passing
of this Resolution save that the Company shall be entitled to make offers or
agreements before the expiry of this authority which would or might require
shares to be allotted or equity securities to be granted after such expiry and
the Directors shall be entitled to allot shares and grant equity securities
pursuant to such offers or agreements as if this authority had not expired;
and all unexercised authorities previously granted to the Directors to allot
shares and grant equity securities be and are hereby revoked.
SPECIAL RESOLUTIONS
Resolution 4: THAT, subject to and conditional upon the passing of Resolutions 1 and 2
above, with effect from the conclusion of the meeting, the proposed articles
of association produced to the meeting and, for the purposes of
identification, initialled by the Chairperson, be adopted as the new articles
of association of the Company in substitution of the existing articles of
association of the Company (the "New Articles").
Resolution 5: THAT, subject to the passing of Resolution 3 above, and in accordance with
section 570 of the Act, the Directors be generally empowered to allot equity
securities (as defined in section 560 of the Act) for cash pursuant to the
authority conferred by Resolution 3 or by way of a sale of treasury shares, as
if section 561(1) of the Act did not apply to any such allotment, provided
that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of equity securities to the holders
of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings; and to holders of other equity securities as required by
the rights of those securities or as the Directors otherwise consider
necessary, but subject to such exclusions or arrangements as the Directors may
deem necessary or expedient in relation to the treasury shares, fractional
entitlements, record dates, arising out of any legal or practical problems
under the laws of any overseas territory or the requirements of any regulatory
body or stock exchange; and
(b) (otherwise than pursuant to sub paragraph (a) above) conditional
upon Resolution 1, 2 and 4 being passed up to the maximum aggregate nominal
value of £1,476.75, or should Resolution 1, 2 and 4 not pass up to the
maximum aggregate nominal value of £1,476,746.31 being approximately 50% of
the Company's ordinary share capital in each instance,
and provided that this power shall expire on the conclusion of the next annual
general meeting of the Company (unless renewed, varied or revoked by the
Company prior to or on that date) save that the Company may, before such
expiry, make offer(s) or agreement(s) which would or might require equity
securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offers or agreements notwithstanding that
the power conferred by this Resolution has expired.
BY ORDER OF THE BOARD
Kiran Morzaria
Company Secretary
31 January 2024
Registered office:
The Broadgate Tower
8(th) Floor, 20 Primrose Street
London, United Kingdom
EC2A 2EW
Notes:
Appointment of proxies
1. As a member of the Company, you are entitled to appoint a proxy
to exercise all or any of your rights to attend, speak and vote at the meeting
and you should have received a Form of Proxy with this notice of meeting. You
can only appoint a proxy using the procedures set out in these notes and the
notes to the Form of Proxy.
2. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. Details of how to appoint the chairperson
of the meeting or another person as your proxy using the Form of Proxy are set
out in the notes to the Form of Proxy. If you wish your proxy to speak on your
behalf at the meeting you must appoint your own choice of proxy (not the
chairperson) and give your instructions directly to the relevant person.
3. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share. To appoint
more than one proxy, you must complete a separate Form of Proxy for each proxy
and specify against the proxy's name the number of shares over which the proxy
has rights. If you are in any doubt as to the procedure to be followed for the
purpose of appointing more than one proxy you must contact Share Registrars
Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If
you fail to specify the number of shares to which each proxy relates or
specify a number of shares greater than that held by you on the record date,
proxy appointments will be invalid.
4. If you do not indicate to your proxy how to vote on any
Resolution, your proxy will vote or abstain from voting at his discretion.
Your proxy will vote (or abstain from voting) as he thinks fit in relation to
any other matter which is put before the meeting.
5. The notes to the Form of Proxy explain how to direct your proxy
how to vote on each Resolution or withhold his vote.
6. You can register your vote(s) for the General Meeting either:
• by visiting www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions;
• by post or by hand to Share Registrars Limited, 3 The Millennium
Centre, Crosby Way, Farnham, Surrey GU9 7XX using the Form of Proxy
accompanying this notice; and
• in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in note 11
below.
7. In order for a proxy appointment to be valid the proxy must be
received by Share Registrars Limited by 11:00 a.m. on 14 February 2024.
8. In the case of a member which is a company, the Form of Proxy
must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company.
9. Any power of attorney or any other authority under which the
Form of Proxy is signed (or a duly certified copy of such power or authority)
must be included with the Form of Proxy.
10. The Company, pursuant to regulation 41 of The Uncertificated
Securities Regulations 2001, specifies that only those ordinary shareholders
registered in the register of members of the Company 48 hours before the
meeting, being 11:00 a.m. 14 February 2024 shall be entitled to attend or vote
at the meeting in respect of the number of Ordinary Shares registered in their
name at that time. Changes to entries on the relevant register of securities
after that time will be disregarded in determining the rights of any person to
attend or vote at the meeting.
Appointment of proxies through CREST
11. CREST members who wish to appoint a proxy or proxies by utilising
the CREST electronic proxy appointment service may do so for the meeting and
any adjournment(s) of it by using the procedures described in the CREST Manual
(available from https://www.euroclear.com/site/public/EUI). CREST Personal
Members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment made by means of CREST to be valid, the
appropriate CREST message (CREST Proxy Instruction) must be properly
authenticated in accordance with Euroclear UK & International's
specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by Share Registrars Limited (CREST
participant number 7RA36) by 14 February 2024 at 11:00 a.m. For this purpose,
the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which
the issuer's agent is able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that EUI does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as is necessary to ensure that a
message is transmitted by means of the CREST system by any particular time. In
this connection, CREST members and, where applicable, their CREST sponsors or
voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
Appointment of proxy by joint members
12. In the case of joint holders of shares, where more than one of the
joint holders purports to appoint a proxy, only the appointment submitted by
the most senior holder (being the first named holder in respect of the shares
in the Company's register of members) will be accepted.
Changing proxy instructions
13. To change your proxy instructions simply submit a new proxy
appointment using the method set out in paragraph 6 above. Note that the cut
off time for receipt of proxy appointments specified in that paragraph also
applies in relation to amended instructions. Any amended proxy appointment
received after the specified cut off time will be disregarded.
14. Where you have appointed a proxy using the hard copy Form of Proxy
and would like to change the instructions using another hard copy Form of
Proxy, please contact the Registrar as indicated in paragraph 3 above.
15. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of proxies
will take precedence.
Termination of proxy appointments
16. In order to revoke a proxy instruction you will need to inform the
Registrar by sending a signed hard copy notice clearly stating your intention
to revoke your proxy appointment to the Registrar as indicated in paragraph 3
above. In the case of a member which is a company, the revocation notice must
be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or any other
authority under which the revocation notice is signed (or a duly certified
copy of such power or authority) must be included with the revocation notice.
17. The revocation notice must be received by the Registrar no later
than 11 a.m. on 14 February 2024.
18. If you attempt to revoke your proxy appointment but the revocation
is received after the time specified then, subject to note 17 above, your
proxy appointment will remain valid.
19. Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
Total voting rights
20. As at 30 January 2024, being the last practicable date before
dispatch of this notice, the Company's issued share capital comprised
29,534,926,104 Ordinary Shares of £0.0001 each and 1,158,385,352,229 Deferred
Shares of £0.00001 each. Each ordinary share carries the right to one vote at
a general meeting of the Company and, therefore, the total number of voting
rights in the Company as at 30 January 2024 is 29,534,926,104.
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