Oriel Resources plc (the “Company”) is pleased to announce it has conditionally placed 26,500,000 units consisting of one ordinary share (“New Shares”) and one half warrant (together, the“Units”) at a price of £0.50 (CDN$ 1.14) for gross proceeds of approximately £13.25 million (CDN$30.21 million). Each full warrant is exercisable at a price of £0.75 (CDN$1.71) for a period of five years. The placing is conditional upon, inter alia, (i) the completion of the acquisition of the Voskhod chrome deposit from the vendor Energinvest Holding GmbH (the “Acquisition”) announced 19 January 2005; and (ii) admission to trading on AIM of the New Shares. Subject to the completion of the Acquisition, it is expected that admission of the New Shares will take place on or about 4 February 2005. The Units were placed by Canaccord Capital (Europe) Limited with European and North American institutional investors.
Subject to compliance with applicable law, the New Shares may be traded through AIM immediately after closing but will be subject to restrictions on resale in North America. The warrants will not be initially traded on AIM but an application is expected to be made for admission following the preparation of an AIM admission document. A summary of the terms and conditions of the warrants is attached below.
The proceeds from the financing will be used to fund the cash element of the consideration for the Acquisition and the remainder will be used for working capital purposes.
For further information, or to download the entire press release, please visit our website at www.orielresources.com or contact:
Oriel Resources Plc
Dr Sergey V Kurzin, Executive Chairman
Dr Nic Barcza, Director of Technology
Tel: +44 (0)20 7514 0590
Canaccord Capital (Europe) Limited
Robert Finlay
Robin Birchall
Tel: +44 (0)20 7518 2775
Britton Financial PR
Tim Blackstone
Tel: +44 (0) 7957 140 416
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. NEITHER THE SECURITIES OF THE COMPANY DESCRIBED HEREIN NOR THE SECURITIES INTO WHICH THE SECURITIES DESCRIBED HEREIN ARE EXERCISABLE HAVE BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THERE IS NO INTENTION TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH JURISDICTION.
SUMMARY OF THE TERMS OF THE WARRANTS
The Warrants will be constituted by an instrument by way of deed poll.
The following expressions shall have the following meanings herein:
Expression Meaning
31 January 2005
Shares for proceeds of approximately £13.25 million placed
“CAN$” Canadian Dollars
“Certificate’s” or “Warrant Certificates” means, in the case of Warrants held in certificated form, the certificates evidencing the grant of Warrants to the Warrant holders in the form set out in the First Schedule to the Instrument
“Conditions” means the particulars of and conditions of the Warrants as set out in the Second Schedule to the Instrument
“Directors” means the directors from time to time of the Company but in all cases excluding any director of the Company who at the relevant time is a Warrantholder
“Final Exercise Date” means the fifth anniversary of the date of the issue of Warrants pursuant to the Instrument
“Instrument” the instrument by way of deed poll to be executed by the Company constituting the Warrants
“Notice of Exercise” means a notice of exercise of subscription rights substantially in the form of the notice attached to each Certificate
“Ordinary Shares” means ordinary shares of 1p each in the capital of the Company
“Shareholder” means a holder of Ordinary Shares
“Subscription Period” means the period from the issue of the Warrants pursuant to the Instrument to the Final Exercise Date
“Subscription Price” means £0.75 or CAN$1.71, at the discretion of the Holder, per Ordinary Share
“Subscription Rights”
means the right to subscribe for Ordinary Shares conferred by the Warrants as set summarised below
“Regulations” means the Uncertificated Securities Regulations 2001
“Uncertificated Subscription Notice” means a properly authenticated dematerialised instruction and/or other instruction or notification (whether or not in dematerialised form) to be received by the Company or by such other person as it may specify in such form and subject to such conditions as may be from time to time prescribed by the Directors of the Company (subject always to the facilities and requirements of the relevant system concerned)
“Warrantholder” or “Holder” means a registered holder for the time being of Warrants
“Warrants” means the Warrants constituted by the Instrument
1 Subscription rights
1.1 A Warrantholder shall have Subscription Rights to subscribe for the number of Ordinary Shares set out in his Certificate by making payments in cash for all or such number of Ordinary Shares as he shall specify and for which his holding of Warrants shall entitle him so to subscribe at the Subscription Price (subject to adjustment in accordance with the Second Schedule of the Instrument and as summarised below) at any time within the Subscription Period. The Subscription Rights will not be exercisable in respect of a fraction of a share. The Subscription Price shall be payable in full on exercise of the Warrants on any day prior to the Final Exercise Date.
1.2 In order to exercise his Warrants in whole or in part a Warrantholder must,
1.2.1 in respect of Warrants held in certificated form on the relevant date, lodge at the registered office of the Company from time to time the relevant Certificate, having completed the Notice of Exercise thereon, accompanied by a remittance for the aggregate Subscription Price for the Ordinary Shares in respect of which the Subscription Rights are exercised (by cheque or transfer to the bank account nominated to it by the Company); and
1.2.2 in respect of Warrants held in uncertificated form on the relevant date, lodge at the registered office of the Company from time to time an Uncertificated Subscription Notice and, if appropriate, separate payment in respect of the aggregate Subscription Price for the Ordinary Shares arising on the exercise of the Subscription Rights at any time during the relevant subscription period.
1.3 Once lodged, in the case of a certificated Notice of Exercise, and once received by the Operator (as defined in the Regulations) of the relevant system (as defined in the Regulations) concerned, in the case of an Uncertificated Subscription Notice in dematerialised form (as defined in the Regulations), and/or by the Company or such person as it has specified, in the case of an Uncertificated Subscription Notice in material form, a certificated Notice of Exercise and an Uncertificated Subscription Notice shall be irrevocable save with the consent of the Directors. Compliance must also be made with any statutory requirements for the time being applicable. A Notice of Exercise which is not completed and lodged in accordance with the provisions of the Instrument shall be of no effect.
1.4 Ordinary Shares issued pursuant to the exercise of Subscription Rights will be allotted not later than one calendar month after receipt of the relevant Notice of Exercise and payment of the aggregate Subscription Price ("Subscription Date") and certificates in respect of such Ordinary Shares will be issued free of charge and despatched (at the risk of the persons entitled thereto) not later than 10 days after the Subscription Date, to the Warrantholder in whose name the Warrants are registered at the Subscription Date. In the event of a partial exercise of the Subscription Rights comprised in the Warrants, the Company shall at the time of issue of share certificates issue free of charge a fresh Certificate in the name of the Warrantholder for any balance of his Subscription Rights remaining exercisable.
1.5 Each Certificate issued in respect of Warrants and each certificate in respect of Ordinary Shares issued pursuant to the exercise of Subscription Rights, in either case to a Warrantholder resident in Canada or, in the event that such Warrants or Ordinary Shares are not issued in certificated form, each ownership statement issued under a direct registration system or other electronic book-entry system evidencing such Warrants or Ordinary Shares, as the case may be, will bear the following legend, unless on the advice of counsel to the Company, such legend is not required under applicable Canadian securities laws:
“Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is four months and a day after the later of (i) the date of admission and (ii) the date the issuer became a reporting issuer in any province or territory.
A new certificate representing this security bearing no legend may be obtained from Computershare Investor Services plc, as registrar and transfer agent, upon delivery of this certificate and a duly executed declaration, in a form satisfactory to Computershare Investor Services plc and the issuer, to the effect that such trade is being made through an exchange or a market outside of Canada or to a person or company outside of Canada.”;
1.6 Ordinary Shares allotted pursuant to the exercise of the Subscription Rights will rank for all dividends or other distributions declared after the date of allotment of such shares but not before such date and otherwise pari passu in all respects with the Ordinary Shares in issue on the date of such exercise.
1.7 After the Final Exercise Date the Warrant Certificates will cease to have effect or value.
1.8 If at any time less than 10 per cent of the Warrants originally issued remain outstanding, the Company shall be entitled, on giving not less than 14 days’ notice in writing to the Holders of the Warrants then outstanding, to appoint a trustee who, provided that in his opinion the proceeds of sale after deduction of all costs and expenses incurred by him will exceed the costs of subscription, shall within the period of 14 days following such appointment either exercise such subscription rights as have not been exercised on the terms on which the same could have been exercised on the date of such notice (subject to adjustment pursuant to paragraph 2) and sell in the market the Ordinary Shares acquired on such subscription or accept any offer available to Warrantholders for the purchase of those Warrants. The trustee shall distribute pro rata the proceeds less the subscription price and other costs and expenses to the persons entitled thereto as soon as practicable after such sale, provided that entitlements of under £1.00 shall be retained for the benefit of the Company. For the avoidance of doubt, the trustee may make such distribution by means of a relevant system to such persons entitled thereto who held the Warrants in uncertificated form in the relevant system concerned on the relevant date.
1.7 After the Final Exercise Date the Warrant Certificates will cease to have effect or value.
1.8 If at any time less than 10 per cent of the Warrants originally issued remain outstanding, the Company shall be entitled, on giving not less than 14 days’ notice in writing to the Holders of the Warrants then outstanding, to appoint a trustee who, provided that in his opinion the proceeds of sale after deduction of all costs and expenses incurred by him will exceed the costs of subscription, shall within the period of 14 days following such appointment either exercise such subscription rights as have not been exercised on the terms on which the same could have been exercised on the date of such notice (subject to adjustment pursuant to paragraph 2) and sell in the market the Ordinary Shares acquired on such subscription or accept any offer available to Warrantholders for the purchase of those Warrants. The trustee shall distribute pro rata the proceeds less the subscription price and other costs and expenses to the persons entitled thereto as soon as practicable after such sale, provided that entitlements of under £1.00 shall be retained for the benefit of the Company. For the avoidance of doubt, the trustee may make such distribution by means of a relevant system to such persons entitled thereto who held the Warrants in uncertificated form in the relevant system concerned on the relevant date.
1.9 Within seven days following the Final Exercise Date the Company shall appoint a trustee who, provided that in his opinion the net proceeds of sale after deduction of all costs and expenses incurred by him will exceed the costs of subscription, shall, within 14 days following the Final Exercise Date, exercise such subscription rights as have not been exercised on the terms on which the same could have been exercised on the Final Exercise Date and sell in the market the Ordinary Shares acquired on such subscription. The trustee shall distribute pro rata the proceeds less the subscription price and such other costs and expenses to the persons entitled thereto within two calendar months of the Final Exercise Date, provided that entitlements of under £1.00 shall be retained for the benefit of the Company. For the avoidance of doubt, the trustee may make such distribution by means of a relevant system to such persons entitled thereto who held the Warrants in uncertificated form in the relevant system concerned on the Final Exercise Date.
1.10 Each Warrantholder who is (or any account for which it is exercising the Warrants is) a US person (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) and exercises its Warrants will be deemed to have represented, warranted, undertaken and acknowledged as follows:
1.10.1 It is (or any account for which it is exercising the Warrants under sub-paragraph 1.10.2 below is) an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the US Securities Act of 1933, as amended (the “Securities Act”)) that is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (each an “Institutional Investor”);
1.10.2 It is exercising the Warrants for investment purposes, and not with a view to any resale, distribution or other disposition of the Ordinary Shares in violation of the Securities Act, for (A) its own account, (B) the account of another investor that is an Institutional Investor for which it is acting as duly authorised agent or (C) a discretionary account or accounts as to which it has complete investment discretion and the authority to make, and do make, these representation;
1.10.3 in the normal course of its business, it invests in or purchases securities similar to the Ordinary Shares and (A) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Ordinary Shares and (B) it is able to bear the economic risk of an investment in the Ordinary Shares for an indefinite period;
1.10.4 it is not exercising the Warrants as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
1.10.5 it has conducted its own investigation with respect to the Company and the Ordinary Shares and has had access to such financial and other information concerning the Company and the Ordinary Shares as it has deemed necessary to evaluate the merits and risks of an investment in the Ordinary Shares;
1.10.6 neither the Company, any of its affiliates nor persons acting on its behalf has made any representation to it, express or implied, with respect to the Company and the Ordinary Shares or the accuracy, completeness or adequacy of the information available for it;
1.10.7 it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Ordinary Shares;
1.10 Each Warrantholder who is (or any account for which it is exercising the Warrants is) a US person (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)) and exercises its Warrants will be deemed to have represented, warranted, undertaken and acknowledged as follows:
1.10.1 It is (or any account for which it is exercising the Warrants under sub-paragraph 1.10.2 below is) an institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the US Securities Act of 1933, as amended (the “Securities Act”)) that is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (each an “Institutional Investor”);
1.10.2 It is exercising the Warrants for investment purposes, and not with a view to any resale, distribution or other disposition of the Ordinary Shares in violation of the Securities Act, for (A) its own account, (B) the account of another investor that is an Institutional Investor for which it is acting as duly authorised agent or (C) a discretionary account or accounts as to which it has complete investment discretion and the authority to make, and do make, these representation;
1.10.3 in the normal course of its business, it invests in or purchases securities similar to the Ordinary Shares and (A) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Ordinary Shares and (B) it is able to bear the economic risk of an investment in the Ordinary Shares for an indefinite period;
1.10.4 it is not exercising the Warrants as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
1.10.5 it has conducted its own investigation with respect to the Company and the Ordinary Shares and has had access to such financial and other information concerning the Company and the Ordinary Shares as it has deemed necessary to evaluate the merits and risks of an investment in the Ordinary Shares;
1.10.6 neither the Company, any of its affiliates nor persons acting on its behalf has made any representation to it, express or implied, with respect to the Company and the Ordinary Shares or the accuracy, completeness or adequacy of the information available for it;
1.10.7 it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Ordinary Shares;
1.10.8 the Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may be offered, sold, pledged or otherwise transferred only (A) to the Company, (B) outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act, (C) pursuant to the exemption from registration under Securities Act provided by Rule 144 (if available), or (D) pursuant to another available exemption from the registration requirements of the Securities Act and, in each case, in accordance with any other applicable securities laws and subject to the right of the Company to require the delivery of an opinion of counsel, certifications or other evidence acceptable to it in form and substance;
1.10.9 certificates representing the Ordinary Shares, if any, will bear the following legend until no longer required under the Securities Act:
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS AND SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER EVIDENCE ACCEPTABLE TO IT IN FORM AND SUBSTANCE. PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT”;
provided that if the securities are being sold under paragraph 1.10.8(B) above, the legend may be removed by providing a declaration to the transfer agent for the securities to the following effect:
“The undersigned (a) acknowledges that the sale of the securities of Oriel Resources PLC (the “Company”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Company as that term is defined in the Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of AIM or any other designated offshore securities market as defined in Regulation S under the Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off’ the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meanings given to them by Regulation S.”;
1.10.9 certificates representing the Ordinary Shares, if any, will bear the following legend until no longer required under the Securities Act:
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE), OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS AND SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER EVIDENCE ACCEPTABLE TO IT IN FORM AND SUBSTANCE. PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT”;
provided that if the securities are being sold under paragraph 1.10.8(B) above, the legend may be removed by providing a declaration to the transfer agent for the securities to the following effect:
“The undersigned (a) acknowledges that the sale of the securities of Oriel Resources PLC (the “Company”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and (b) certifies that (1) the undersigned is not an affiliate of the Company as that term is defined in the Securities Act, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of AIM or any other designated offshore securities market as defined in Regulation S under the Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off’ the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the Securities Act with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meanings given to them by Regulation S.”;
1.10.10 that the Ordinary Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and that, for so long as they remain “restricted securities”, they may not be deposited into any unrestricted depository receipt facility established or maintained by a depository bank;
1.10.11 that the Company may make a notation on its records or give instructions to its registrar and any transfer agent of the Ordinary Shares in order to implement the restrictions on transfer set forth and described herein;
1.10.12 the registrar and transfer agents for the Ordinary Shares will not be required to accept the registration of transfer of any Ordinary Shares acquired by it, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with; and
1.10.13 the Company, its affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties.
1.11 If the Warrantholder is not (and any person for whose account it is acting for is not) a US person, it will have to provide the Company with a written confirmation representing, agreeing and acknowledging that (terms used in this paragraph that are defined in Regulation S under the Securities Act are used herein as defined therein):
1.11.1 it (i) is, or any person for whose account it is acting for is, outside the United States and not a US person, and (ii) is exercising the Warrant in an offshore transaction meeting the requirements of Regulation S under the Securities Act;
1.11.2 it is aware that the Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any states of the United States and are being distributed outside the United States in reliance on Regulation S under the Securities Act; and
1.11.3 the Company, its affiliates and others will rely upon the truth and accuracy of the foregoing representations, agreements and acknowledgement.
1.12 Without prejudice to the generality of the above, the exercise of subscription rights by any holder or beneficial owner of Warrants will be subject to such requirements, conditions, restrictions and/or prohibitions as the Company may at any time impose, in its absolute discretion, for the purpose of complying with the securities laws of the United States.
1.10.11 that the Company may make a notation on its records or give instructions to its registrar and any transfer agent of the Ordinary Shares in order to implement the restrictions on transfer set forth and described herein;
1.10.12 the registrar and transfer agents for the Ordinary Shares will not be required to accept the registration of transfer of any Ordinary Shares acquired by it, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with; and
1.10.13 the Company, its affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties.
1.11 If the Warrantholder is not (and any person for whose account it is acting for is not) a US person, it will have to provide the Company with a written confirmation representing, agreeing and acknowledging that (terms used in this paragraph that are defined in Regulation S under the Securities Act are used herein as defined therein):
1.11.1 it (i) is, or any person for whose account it is acting for is, outside the United States and not a US person, and (ii) is exercising the Warrant in an offshore transaction meeting the requirements of Regulation S under the Securities Act;
1.11.2 it is aware that the Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any states of the United States and are being distributed outside the United States in reliance on Regulation S under the Securities Act; and
1.11.3 the Company, its affiliates and others will rely upon the truth and accuracy of the foregoing representations, agreements and acknowledgement.
1.12 Without prejudice to the generality of the above, the exercise of subscription rights by any holder or beneficial owner of Warrants will be subject to such requirements, conditions, restrictions and/or prohibitions as the Company may at any time impose, in its absolute discretion, for the purpose of complying with the securities laws of the United States.
2 Adjustment of subscription rights
2.1 After any allotment of fully paid Ordinary Shares by way of capitalisation of profits or reserves (other than Ordinary Shares paid up out of distributable reserves and issued in lieu of a cash dividend) to holders of the Ordinary Shares on the register on a date prior to the Final Exercise Date or upon any sub-division or consolidation of the Ordinary Shares before such a date, the number and/or nominal value of Ordinary Shares to be subscribed for on any subsequent exercise of the Subscription Rights will be increased or reduced, as the case may be, in due proportion and the Subscription Price or the Relevant Price (as defined in paragraph 2.2 below) will be adjusted accordingly.
2.2 If, on a date (or by reference to a record date) on or before the Final Exercise Date, the Company makes any offer or invitation (whether by rights issue or otherwise) to the holders of the Ordinary Shares, or any offer or invitation is made to such holders otherwise than by the Company at a price of at least £0.75 or CAN$1.71 per share (the “Relevant Price”) then the Company shall procure that such adjustments as the auditors referred to in paragraph 2.3 below may determine and certify to be fair and reasonable shall be made to the conditions governing the Warrants (including the number, nominal value or class of the shares subject to the Warrants or the Relevant Price but provided that fractional entitlements shall be ignored and any adjustment shall not reduce the Relevant Price below the nominal value of an Ordinary Share) in the manner set out in paragraph 2.3. Any such adjustments shall become effective as at the date or, as the case may be, the record date for the offer or invitation.
2.3 On the occurrence of an event referred to in paragraphs 2.1 and 2.2 above, the auditors for the time being of the Company acting as experts shall certify the appropriate adjustments, and within 14 days thereof, notice will be sent to each Warrantholder giving details of the number of Ordinary Shares for which he is entitled to subscribe in respect of his holding of Warrants. Each holder of Warrants in certificated form at that time will also receive a Certificate in respect of any additional shares for which he is thereby entitled to subscribe, fractional entitlements being ignored. The amount of any such adjustments as certified by the auditors shall, in the absence of manifest error, be final and binding on the Company and the Warrantholders.
3 Stock exchange dealings
3.1 The Company may at any time (but is not obliged to) resolve that the Warrants shall be capable of being dealt in on the Alternative Investment Market of the London Stock Exchange plc (“AIM”) or any recognised investment exchange in the United Kingdom or elsewhere.
3.2 Provided that, at the time of issue of any Ordinary Shares pursuant to the exercise of Warrants, the Ordinary Shares (or any of them) are quoted on the Official List of the UK Listing Authority or permission has been granted for dealings therein on AIM or any other recognised investment exchange in any part of the world the Company will upon or as soon as practicable after the issue of such Ordinary Shares apply to such body for permission to deal in or for quotation for such Ordinary Shares (as the case may be) and shall use its reasonable endeavours to secure such permission or quotation not later than 14 days after the relevant subscription date.
2.1 After any allotment of fully paid Ordinary Shares by way of capitalisation of profits or reserves (other than Ordinary Shares paid up out of distributable reserves and issued in lieu of a cash dividend) to holders of the Ordinary Shares on the register on a date prior to the Final Exercise Date or upon any sub-division or consolidation of the Ordinary Shares before such a date, the number and/or nominal value of Ordinary Shares to be subscribed for on any subsequent exercise of the Subscription Rights will be increased or reduced, as the case may be, in due proportion and the Subscription Price or the Relevant Price (as defined in paragraph 2.2 below) will be adjusted accordingly.
2.2 If, on a date (or by reference to a record date) on or before the Final Exercise Date, the Company makes any offer or invitation (whether by rights issue or otherwise) to the holders of the Ordinary Shares, or any offer or invitation is made to such holders otherwise than by the Company at a price of at least £0.75 or CAN$1.71 per share (the “Relevant Price”) then the Company shall procure that such adjustments as the auditors referred to in paragraph 2.3 below may determine and certify to be fair and reasonable shall be made to the conditions governing the Warrants (including the number, nominal value or class of the shares subject to the Warrants or the Relevant Price but provided that fractional entitlements shall be ignored and any adjustment shall not reduce the Relevant Price below the nominal value of an Ordinary Share) in the manner set out in paragraph 2.3. Any such adjustments shall become effective as at the date or, as the case may be, the record date for the offer or invitation.
2.3 On the occurrence of an event referred to in paragraphs 2.1 and 2.2 above, the auditors for the time being of the Company acting as experts shall certify the appropriate adjustments, and within 14 days thereof, notice will be sent to each Warrantholder giving details of the number of Ordinary Shares for which he is entitled to subscribe in respect of his holding of Warrants. Each holder of Warrants in certificated form at that time will also receive a Certificate in respect of any additional shares for which he is thereby entitled to subscribe, fractional entitlements being ignored. The amount of any such adjustments as certified by the auditors shall, in the absence of manifest error, be final and binding on the Company and the Warrantholders.
3 Stock exchange dealings
3.1 The Company may at any time (but is not obliged to) resolve that the Warrants shall be capable of being dealt in on the Alternative Investment Market of the London Stock Exchange plc (“AIM”) or any recognised investment exchange in the United Kingdom or elsewhere.
3.2 Provided that, at the time of issue of any Ordinary Shares pursuant to the exercise of Warrants, the Ordinary Shares (or any of them) are quoted on the Official List of the UK Listing Authority or permission has been granted for dealings therein on AIM or any other recognised investment exchange in any part of the world the Company will upon or as soon as practicable after the issue of such Ordinary Shares apply to such body for permission to deal in or for quotation for such Ordinary Shares (as the case may be) and shall use its reasonable endeavours to secure such permission or quotation not later than 14 days after the relevant subscription date.
4 Winding up
4.1 If an order is made or an effective resolution is passed on or before the Final Exercise Date for the voluntary winding up of the Company (except for the purpose of reconstruction or amalgamation, in which case the Company will procure that each Warrantholder is granted by the reconstructed or amalgamated company a substituted warrant of a value equivalent to the value of his Warrants immediately prior to such reconstruction or amalgamation) each Warrantholder will be entitled for the purpose of ascertaining his rights in the winding up to be treated as if he had immediately before the date of the passing of the resolution fully exercised his rights to acquire Ordinary Shares pursuant to his Warrants and in that event he shall be entitled to receive out of the assets available in the liquidation pari passu with the holders of the Ordinary Shares such a sum as he would have received had he been the holder of all such Ordinary Shares to which he would have become entitled by virtue of such exercise after deducting a sum equal to the sum which would have been payable in respect of such exercise. The rights of the Warrantholders under this paragraph 4 shall be calculated by the auditors of the Company for the time being whose determination shall (save in the case of manifest error) bind the Company and the Warrantholders. Subject to this paragraph the Warrants shall lapse on the liquidation of the Company.
5 Variation of rights
5.1 All or any of the rights for the time being attached to the Warrants may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the Company and with either the consent in writing of any one or more Warrantholders entitled to subscribe for not less than 75 per cent of the Ordinary Shares subject to outstanding Warrants or with the sanction of an Extraordinary Resolution passed at a meeting of the Warrantholders. All the provisions of the Articles of Association of the Company in force from time to time as to General Meetings of the Company shall mutatis mutandis apply to any separate meeting of the Warrantholders as though the Warrants were a class of shares forming part of the share capital of the Company and as if such provisions were expressly set out in extenso herein but so that:-
5.1.1 the necessary quorum shall be the Warrantholders present in person or by proxy entitled to acquire one-third in nominal amount of the Ordinary Shares subject to outstanding Warrants;
5.1.2 every holder of an outstanding Warrant present in person at any such meeting shall be entitled on a show of hands to one vote and every such Warrantholder present in person or by proxy at any such meeting shall be entitled on a poll to one vote for every Ordinary Share for which he is entitled to subscribe pursuant to the Warrants;
5.1.3 any Warrantholder of or Warrantholders of 10 per cent or more of the aggregate outstanding Warrants present in person or by proxy may demand or join in demanding a poll;
5.1.4 if at any adjourned meeting a quorum as above defined is not present those holders of outstanding Warrants who are then present in person or by proxy shall be a quorum;
5.1.5 for so long as the Warrants are a participating security, provisions relating to meetings of holders of the Warrants shall have effect subject to the Regulations.
5.2 Extraordinary Resolution for the purposes of this paragraph 5 means a resolution proposed at a meeting of the Warrantholders of the outstanding Warrants duly convened and held and passed by a majority consisting of not less than 75 per cent of the votes cast, whether on a show of hands or on a poll.
4.1 If an order is made or an effective resolution is passed on or before the Final Exercise Date for the voluntary winding up of the Company (except for the purpose of reconstruction or amalgamation, in which case the Company will procure that each Warrantholder is granted by the reconstructed or amalgamated company a substituted warrant of a value equivalent to the value of his Warrants immediately prior to such reconstruction or amalgamation) each Warrantholder will be entitled for the purpose of ascertaining his rights in the winding up to be treated as if he had immediately before the date of the passing of the resolution fully exercised his rights to acquire Ordinary Shares pursuant to his Warrants and in that event he shall be entitled to receive out of the assets available in the liquidation pari passu with the holders of the Ordinary Shares such a sum as he would have received had he been the holder of all such Ordinary Shares to which he would have become entitled by virtue of such exercise after deducting a sum equal to the sum which would have been payable in respect of such exercise. The rights of the Warrantholders under this paragraph 4 shall be calculated by the auditors of the Company for the time being whose determination shall (save in the case of manifest error) bind the Company and the Warrantholders. Subject to this paragraph the Warrants shall lapse on the liquidation of the Company.
5 Variation of rights
5.1 All or any of the rights for the time being attached to the Warrants may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the Company and with either the consent in writing of any one or more Warrantholders entitled to subscribe for not less than 75 per cent of the Ordinary Shares subject to outstanding Warrants or with the sanction of an Extraordinary Resolution passed at a meeting of the Warrantholders. All the provisions of the Articles of Association of the Company in force from time to time as to General Meetings of the Company shall mutatis mutandis apply to any separate meeting of the Warrantholders as though the Warrants were a class of shares forming part of the share capital of the Company and as if such provisions were expressly set out in extenso herein but so that:-
5.1.1 the necessary quorum shall be the Warrantholders present in person or by proxy entitled to acquire one-third in nominal amount of the Ordinary Shares subject to outstanding Warrants;
5.1.2 every holder of an outstanding Warrant present in person at any such meeting shall be entitled on a show of hands to one vote and every such Warrantholder present in person or by proxy at any such meeting shall be entitled on a poll to one vote for every Ordinary Share for which he is entitled to subscribe pursuant to the Warrants;
5.1.3 any Warrantholder of or Warrantholders of 10 per cent or more of the aggregate outstanding Warrants present in person or by proxy may demand or join in demanding a poll;
5.1.4 if at any adjourned meeting a quorum as above defined is not present those holders of outstanding Warrants who are then present in person or by proxy shall be a quorum;
5.1.5 for so long as the Warrants are a participating security, provisions relating to meetings of holders of the Warrants shall have effect subject to the Regulations.
5.2 Extraordinary Resolution for the purposes of this paragraph 5 means a resolution proposed at a meeting of the Warrantholders of the outstanding Warrants duly convened and held and passed by a majority consisting of not less than 75 per cent of the votes cast, whether on a show of hands or on a poll.
6 Death or bankruptcy
6.1 The executors or administrators of a deceased Warrantholder (not being one of two or more joint Warrantholders) and in the case of the death of one or more of several joint Warrantholders the survivor or survivors of such joint Warrantholders shall be the only person or persons recognised by the Company as having any title to or interest in the Warrants of such deceased Warrantholder.
6.2 Any person becoming entitled to Warrants in consequence of the death or bankruptcy of a Holder of such Warrants or of any other event giving rise to the transmission of such Warrants by operation of law may upon producing such evidence of his entitlement as the Company shall think sufficient be registered himself as the Holder of such Warrants.
6.3 Any person becoming entitled to a Warrant in consequence of death or bankruptcy of a Warrantholder shall be entitled to receive and may give good discharge of any monies payable in respect thereof but shall not be entitled to receive notices of or to attend or vote at meetings of the Warrantholders or (save as aforesaid) to any of the rights or privileges of a Holder until he shall have become a Holder in respect of Warrants.
7 Lost or destroyed certificates
7.1 If any Certificate for Warrants be worn out or defaced then upon production thereof to the Directors they may cancel the same and may issue a new Certificate in lieu thereof and if any such Certificate be lost or destroyed then upon proof thereof to the reasonable satisfaction of the Directors (or in default of proof on such indemnity as the Directors may deem adequate being given) a new Certificate in lieu thereof may be given to the persons entitled to such lost or destroyed Certificate free of charge (save as regards any payment pursuant to any such indemnity).
An entry as to the issue of the new Certificate and indemnity (if any) shall be made in the register of Warrantholders kept by or on behalf of the Company.
8 Notices
8.1 Any notice or other document (including a Certificate for Warrants) may be given or sent to any Warrantholder by sending the same by post in a pre-paid envelope addressed to such Warrantholder to its registered address supplied by it to the Company for the giving of notice to it.
8.2 In the case of joint holders a notice given to the Warrantholder whose name stands first in the register of Warrantholders kept by or on behalf of the Company in respect of such Warrants shall be sufficient notice to all joint Warrantholders.
8.3 Notice may be given to the persons entitled to any Warrant in consequence of the death or bankruptcy of any Warrantholder by sending the same by post in a pre-paid envelope addressed to them or by the title of the representative or trustee of such holder at the address supplied for the purpose by such person or (until such address is supplied) by giving notice in the manner to which it would have been given if the death or bankruptcy had not occurred.
8.4 Any notice required to be given to the Company hereunder may be given either personally or by sending it by post to the registered office of the Company.
8.5 Any notice given or document sent by post shall be deemed to be served or received at the expiration of twenty-four hours (or, where second class mail is employed, forty-eight hours) after the time when it is posted and in proving such service or receipt it shall be sufficient to prove that the envelope containing the notice or document was properly addressed stamped and posted.
8.6 Any person who by operation of law, transmission or other means whatsoever shall become entitled to any Warrant shall be bound by every notice in respect of such Warrant which prior to its name and address being entered on the register shall be duly given to the person from whom it derives its title to such Warrant.
6.1 The executors or administrators of a deceased Warrantholder (not being one of two or more joint Warrantholders) and in the case of the death of one or more of several joint Warrantholders the survivor or survivors of such joint Warrantholders shall be the only person or persons recognised by the Company as having any title to or interest in the Warrants of such deceased Warrantholder.
6.2 Any person becoming entitled to Warrants in consequence of the death or bankruptcy of a Holder of such Warrants or of any other event giving rise to the transmission of such Warrants by operation of law may upon producing such evidence of his entitlement as the Company shall think sufficient be registered himself as the Holder of such Warrants.
6.3 Any person becoming entitled to a Warrant in consequence of death or bankruptcy of a Warrantholder shall be entitled to receive and may give good discharge of any monies payable in respect thereof but shall not be entitled to receive notices of or to attend or vote at meetings of the Warrantholders or (save as aforesaid) to any of the rights or privileges of a Holder until he shall have become a Holder in respect of Warrants.
7 Lost or destroyed certificates
7.1 If any Certificate for Warrants be worn out or defaced then upon production thereof to the Directors they may cancel the same and may issue a new Certificate in lieu thereof and if any such Certificate be lost or destroyed then upon proof thereof to the reasonable satisfaction of the Directors (or in default of proof on such indemnity as the Directors may deem adequate being given) a new Certificate in lieu thereof may be given to the persons entitled to such lost or destroyed Certificate free of charge (save as regards any payment pursuant to any such indemnity).
An entry as to the issue of the new Certificate and indemnity (if any) shall be made in the register of Warrantholders kept by or on behalf of the Company.
8 Notices
8.1 Any notice or other document (including a Certificate for Warrants) may be given or sent to any Warrantholder by sending the same by post in a pre-paid envelope addressed to such Warrantholder to its registered address supplied by it to the Company for the giving of notice to it.
8.2 In the case of joint holders a notice given to the Warrantholder whose name stands first in the register of Warrantholders kept by or on behalf of the Company in respect of such Warrants shall be sufficient notice to all joint Warrantholders.
8.3 Notice may be given to the persons entitled to any Warrant in consequence of the death or bankruptcy of any Warrantholder by sending the same by post in a pre-paid envelope addressed to them or by the title of the representative or trustee of such holder at the address supplied for the purpose by such person or (until such address is supplied) by giving notice in the manner to which it would have been given if the death or bankruptcy had not occurred.
8.4 Any notice required to be given to the Company hereunder may be given either personally or by sending it by post to the registered office of the Company.
8.5 Any notice given or document sent by post shall be deemed to be served or received at the expiration of twenty-four hours (or, where second class mail is employed, forty-eight hours) after the time when it is posted and in proving such service or receipt it shall be sufficient to prove that the envelope containing the notice or document was properly addressed stamped and posted.
8.6 Any person who by operation of law, transmission or other means whatsoever shall become entitled to any Warrant shall be bound by every notice in respect of such Warrant which prior to its name and address being entered on the register shall be duly given to the person from whom it derives its title to such Warrant.
9 Other provisions
So long as any Subscription Rights remain exercisable:
9.1 The Company shall not (i) make any distribution of capital profits or capital reserves except by means of a capitalisation issue in the form of fully paid Ordinary Shares, (ii) issue securities by way of capitalisation of profits or reserves except fully paid Ordinary Shares issued to the holders of its Ordinary Shares in lieu of a cash dividend or (iii) during or as at a record date falling within the period of six weeks ending on the Final Exercise Date make any such offer or invitation as is referred to in paragraph 2 above (except by extending to Warrantholders any such offers as may be made).
9.2 The Company shall not in any way modify the rights attached to its existing Ordinary Shares as a class, or create any new class of shares save for shares which carry as compared with the existing Ordinary Shares no greater rights as regards voting, dividend or capital. For the purpose of this sub-paragraph, the creation or issue of convertible preference shares carrying such rights to dividend, capital conversion or otherwise as the directors of the Company shall think fit shall not be deemed to be the creation of equity share capital.
9.3 The Company shall not allot any shares in pursuance of a capitalisation issue on or before the Final Exercise Date or by reference to a record date prior to the date of issue of the Warrants.
9.4 The Company shall not issue any Ordinary Shares credited as fully paid by way of capitalisation of profits or reserves nor make any such offer as is referred to in paragraph 2.2) above if as a result the Company would on any subsequent exercise of the subscription rights be obliged to issue Ordinary Shares at a discount to par value.
9.5 The Company shall not (except with the sanction of an Extraordinary Resolution of the Warrantholders (as defined in paragraph 5.2) or except by the redemption of redeemable shares) reduce by repayment its share capital or any share premium account or capital redemption reserve fund which involve the repayment of capital.
9.6 The Company shall keep available for issue sufficient authorised but unissued ordinary share capital to satisfy in full all subscription rights remaining exercisable.
9.7 If at any time whilst the subscription rights remain capable of being exercised, an offer or invitation is made to all Shareholders of the Company (or all such Shareholders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued Ordinary Share capital of the Company and the Company becomes aware that as a result of such offer or invitation the right to cast a majority of votes which may ordinarily be cast at a general meeting of the Company has become vested in the offeror and/or such persons or companies as aforesaid, the Company shall, so far as it is able, procure that a like offer or invitation is made or extended at the same time to each Warrantholder as if the Warrants had been exercised in full and as if the Ordinary Shares issued pursuant to such exercise has been issued immediately prior to the record date for such an offer or invitation.
9.8 The Company shall send to the Warrantholders a copy of every document sent to the holders of its Ordinary Shares at the same time as it is sent to such holders.
Provided that nothing in the Instrument shall prevent the Company purchasing any of its shares for the time being in issue on such terms as it may think expedient or require the sanction of an Extraordinary Resolution of the Warrantholders (as defined in paragraph 5.2) for any such purchase.
10 Transfer
10.1 Each Warrant will be registered by the Company (who shall maintain a register of Warrants) and the subscription rights thereby represented will be transferable in multiples of one Ordinary Share.
10.2 For so long as the Warrants are a participating security, title to the Warrants in certificated form will be transferable in whole or in part by instrument of transfer in any usual or common form or in any other form which may be approved by the Directors and title to the Warrants in uncertificated form will be transferable by means of a relevant system in the manner provided for in and subject to the Regulations and the facilities and requirements of the relevant system concerned and accordingly no paragraph of these terms and conditions nor a provision in the Articles of Association of the Company shall apply in respect of a Warrant held in uncertificated form to the extent that the paragraph or provision requires or contemplates the effecting of a transfer by an instrument in writing and/or the production of a certificate in respect of the Warrant transferred.
10.3 When a holder of Warrants in certificated form transfers part only of the Warrants the old certificate shall be cancelled and a new certificate for the balance of such Warrants issued without charge. No beneficial interest in any Warrant in certificated form shall be disposed of without the presentation for registration of a transfer and a Certificate in respect of such Warrant in accordance with these particulars.
10.4 Subject as aforesaid, the provisions of the Articles of Association for the time being of the Company relating to the registration, transfer and transmission of Ordinary Shares and the issue of certificates should apply mutatis mutandis to the Warrants.
10.5 Without prejudice to the generality of this paragraph 10, any transfer of the Warrants by any Holder or beneficial owner will be subject to such requirements, conditions, restrictions and/or prohibitions as the Company may at any time impose, in its absolute discretion, for the purpose of complying with the securities laws of the United States.
So long as any Subscription Rights remain exercisable:
9.1 The Company shall not (i) make any distribution of capital profits or capital reserves except by means of a capitalisation issue in the form of fully paid Ordinary Shares, (ii) issue securities by way of capitalisation of profits or reserves except fully paid Ordinary Shares issued to the holders of its Ordinary Shares in lieu of a cash dividend or (iii) during or as at a record date falling within the period of six weeks ending on the Final Exercise Date make any such offer or invitation as is referred to in paragraph 2 above (except by extending to Warrantholders any such offers as may be made).
9.2 The Company shall not in any way modify the rights attached to its existing Ordinary Shares as a class, or create any new class of shares save for shares which carry as compared with the existing Ordinary Shares no greater rights as regards voting, dividend or capital. For the purpose of this sub-paragraph, the creation or issue of convertible preference shares carrying such rights to dividend, capital conversion or otherwise as the directors of the Company shall think fit shall not be deemed to be the creation of equity share capital.
9.3 The Company shall not allot any shares in pursuance of a capitalisation issue on or before the Final Exercise Date or by reference to a record date prior to the date of issue of the Warrants.
9.4 The Company shall not issue any Ordinary Shares credited as fully paid by way of capitalisation of profits or reserves nor make any such offer as is referred to in paragraph 2.2) above if as a result the Company would on any subsequent exercise of the subscription rights be obliged to issue Ordinary Shares at a discount to par value.
9.5 The Company shall not (except with the sanction of an Extraordinary Resolution of the Warrantholders (as defined in paragraph 5.2) or except by the redemption of redeemable shares) reduce by repayment its share capital or any share premium account or capital redemption reserve fund which involve the repayment of capital.
9.6 The Company shall keep available for issue sufficient authorised but unissued ordinary share capital to satisfy in full all subscription rights remaining exercisable.
9.7 If at any time whilst the subscription rights remain capable of being exercised, an offer or invitation is made to all Shareholders of the Company (or all such Shareholders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the issued Ordinary Share capital of the Company and the Company becomes aware that as a result of such offer or invitation the right to cast a majority of votes which may ordinarily be cast at a general meeting of the Company has become vested in the offeror and/or such persons or companies as aforesaid, the Company shall, so far as it is able, procure that a like offer or invitation is made or extended at the same time to each Warrantholder as if the Warrants had been exercised in full and as if the Ordinary Shares issued pursuant to such exercise has been issued immediately prior to the record date for such an offer or invitation.
9.8 The Company shall send to the Warrantholders a copy of every document sent to the holders of its Ordinary Shares at the same time as it is sent to such holders.
Provided that nothing in the Instrument shall prevent the Company purchasing any of its shares for the time being in issue on such terms as it may think expedient or require the sanction of an Extraordinary Resolution of the Warrantholders (as defined in paragraph 5.2) for any such purchase.
10 Transfer
10.1 Each Warrant will be registered by the Company (who shall maintain a register of Warrants) and the subscription rights thereby represented will be transferable in multiples of one Ordinary Share.
10.2 For so long as the Warrants are a participating security, title to the Warrants in certificated form will be transferable in whole or in part by instrument of transfer in any usual or common form or in any other form which may be approved by the Directors and title to the Warrants in uncertificated form will be transferable by means of a relevant system in the manner provided for in and subject to the Regulations and the facilities and requirements of the relevant system concerned and accordingly no paragraph of these terms and conditions nor a provision in the Articles of Association of the Company shall apply in respect of a Warrant held in uncertificated form to the extent that the paragraph or provision requires or contemplates the effecting of a transfer by an instrument in writing and/or the production of a certificate in respect of the Warrant transferred.
10.3 When a holder of Warrants in certificated form transfers part only of the Warrants the old certificate shall be cancelled and a new certificate for the balance of such Warrants issued without charge. No beneficial interest in any Warrant in certificated form shall be disposed of without the presentation for registration of a transfer and a Certificate in respect of such Warrant in accordance with these particulars.
10.4 Subject as aforesaid, the provisions of the Articles of Association for the time being of the Company relating to the registration, transfer and transmission of Ordinary Shares and the issue of certificates should apply mutatis mutandis to the Warrants.
10.5 Without prejudice to the generality of this paragraph 10, any transfer of the Warrants by any Holder or beneficial owner will be subject to such requirements, conditions, restrictions and/or prohibitions as the Company may at any time impose, in its absolute discretion, for the purpose of complying with the securities laws of the United States.
