DETAILS OF ANY RESTRICTIONS ON THE TRANSFER OF THE AIM SECURITIES
The Company trades on the AIM section of the London Stock Exchange. The Company does not trade on any other exchanges or trading platforms.
The Ordinary Shares are subject to restrictions on transfers
The Ordinary Shares have not been registered in the United States under the Securities Act or under other applicable securities law and are subject to restrictions on transfer contained in such law. They may not be resold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities law.
The Company does not intend to create a public market in the United States for resales of the Ordinary Shares
The Ordinary Shares constitute "restricted securities," as defined in Rule 144 under the Securities Act, and, accordingly, are not freely tradable in the United States. The Company does not intend to list the Ordinary Shares on an established securities exchange, have them quoted on an automated inter-dealer quotation system or otherwise create a public market in the United States for resales of the Ordinary Shares.
Transfer of Shares
The articles of association provide that the directors may implement such arrangements
as they may, in their absolute discretion think fit in order for any class of shares to be admitted to
settlement by means of the CREST system. If the directors implement any such arrangements
no provision of the articles of association shall apply or have effect to the extent that it is in any
respect inconsistent with:
(i) the holding of shares of that class in uncertificated form;
(ii) the transfer of title to shares of that class by means of the CREST system; or
(iii) the CREST Guernsey Requirements.
Where any class of shares is for the time being admitted to settlement by means of the CREST system such securities may be issued in uncertificated form in accordance with, and subject as provided in the CREST Guernsey Requirements. Unless the directors otherwise determine, such securities held by the same holder or joint holder in both certificated form and uncertificated form shall be treated as separate holdings. Such securities may be changed from uncertificated to certificated form, and from 66 certificated to uncertificated form, in accordance with, and subject as provided in, the CREST Guernsey Requirements. Title to such of the shares as are recorded on the register as being held in uncertificated form may be transferred only by means of the CREST system. Every transfer of shares from a CREST account of a CREST member to a CREST account of another CREST member shall vest in the transferee a beneficial interest in the shares transferred, notwithstanding any agreements or arrangements to the contrary however and whenever arising and however expressed. Subject as provided below, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the directors may approve. The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. The directors may refuse to register a transfer of shares unless the instrument of transfer is lodged at the Company's registered office or such other place as the directors may decide accompanied by the relevant share certificate(s) and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. The directors may in their absolute discretion and without giving a reason, refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien, provided, in the case of a listed or publicly traded share that this would not prevent dealings from taking place on an open and proper basis.
Subject to the provisions of the CREST Guernsey Requirements the registration of transfers may be suspended at such times and for such periods (not exceeding 30 days in any one year) as the directors may decide provided that such suspension shall be communicated to Shareholders, giving reasonable notice of such suspension, by means of a recognised regulatory news service.
The board may in its absolute discretion and without giving a reason refuse to register a transfer of any share which is not fully paid. In addition, the board may also decline to register a transfer of shares (i) in order to ensure that shares are not transferred to U.S. Persons (as defined in Regulation S promulgated under the US Securities Act 1933, the "Securities Act") that are not qualified institutional buyers as defined in Rule 144A of the Securities Act, and that are also not qualified purchasers, as defined in Section 2(a)(51) of the US Investment Company Act 1940 (the "Investment Company Act"), or (ii) where such transfer may, in the reasonable opinion of the directors (having taken appropriate legal advice), result in the assets of the Company being treated as "plan assets" for the purposes of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA").
If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the directors (i) would cause the assets of the Company to be considered "plan assets" within the meaning of ERISA or section 4975 of the Internal Revenue Code of 1986, as amended, or such similar United States statutes and regulations as determined by the directors from time to time, (ii) may give rise to a breach of any applicable law or requirement in any jurisdiction; or (iii) would or might result in the Company being required to register or qualify under the Investment Company Act; or (iv) contravene the criteria for eligibility for investing in the Company determined by the directors from time to time, or (v) would adversely affect the Company's exempt company status for fiscal purposes in Guernsey, then any shares which the directors decide are shares which are so held or beneficially owned ("Prohibited Shares") must be dealt with in accordance with the paragraph below. The directors may at any time give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the share is a Prohibited Share.
The directors shall give written notice to the holder of any share which appears to them to be a Prohibited Share requiring him within 21 days (or such extended time as the directors consider reasonable) to transfer (and/or procure the disposal of interests 67 in) such share to another person so that it will cease to be a Prohibited Share. From the date of such notice until registration for such a transfer or a transfer arranged by the directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at a general meeting of the Company and of any class of shareholders) and those rights will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at his discretion). If the notice is not complied with within 21 days to the satisfaction of the directors, the directors shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (with interest at such rate as the directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate (if applicable).