Restrictions on transfer of the Company's securities

 

 

The board of directors (the "Board") may (in its absolute discretion and without giving any reason therefor) refuse to register any transfer of a share to a "Prohibited Person" (being, inter alia, a person who, by virtue of his holding, may, in the opinion of the Board, cause or be likely to cause the Company and/or shareholders some regulatory, pecuniary, legal or material administrative disadvantage that might not otherwise be suffered or incurred). If any transferee is a Prohibited Person or the Board otherwise determines that the holding of shares by such transferee would be in breach of any relevant legal or regulatory requirement or would subject the Company to any adverse legal, regulatory or taxation consequences or the Board otherwise determines (in its sole discretion and without being obliged to provide its reasons therefor) that such holding is not in the Company’s interest, the Company may direct such transferee to sell his shares to a person who is not a Prohibited Person within thirty days of the notice of refusal.

 

Notwithstanding any other provision of the Company's Articles, if any shares are owned directly or beneficially by any person: (i) who the Directors believe to be a U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act of 1933); (ii) which may cause the Company to be required to be registered as an investment company under the U.S. Investment Company Act of 1940 (as amended); or (iii) which may cause more than 25 per cent. (or such new ownership threshold that may be established by a change in the Plan Asset Regulation 29 C.F.R. §2510.3-101 promulgated by the U.S. Government’s Department of Labor) (or other applicable law) of any class of the capital of the Company to be owned by Benefit Plan Investors (as defined in section 3(4.2) of the U.S. Employee Retirement Income Security Act 1974, as amended) or in some other way the Company may be deemed to be in jeopardy of being "plan assets" under the Plan Asset Regulation referred to above, the Directors may give notice to such person requiring that person either:

 

  • (a) to provide the Directors within 30 days with sufficient satisfactory documentary evidence to satisfy the Directors that such:
    - (A) person is not a U.S. Person;
    - (B) person's holding of shares shall not cause the Company to be required to be registered as an investment company under the U.S. Investment Company Act of 1940 (as amended) or the Company's assets to be deemed to be "plan assets" under the Plan Asset Regulation referred to above; or
    - (C) person is not a Benefit Plan Investor as defined in the Articles, whether or not a U.S. Person; or
  • (b) to sell or transfer the shares to a person qualified to own the same within 30 days and within such 30 days to provide the Directors with satisfactory evidence of such sale or transfer.

 

Otherwise, the relevant person may be deemed upon the expiration of the 30 day period by the Directors to have forfeited the shares. Periodic enquiries may be made of shareholders to determine whether the foregoing restriction may have been breached. Failure to respond to such enquiries may result in the forfeiture of the relevant shareholder’s shares. During such 30 day period, the shares will not confer any right on the holder to receive notice of or to attend and vote at general meetings of the Company.