TIDMRRL
RNS Number : 9100E
Range Resources Limited
24 October 2018
Range Resources Limited
ACN 002 522 009
Notice of Annual General Meeting
Notice is given that the Meeting will be held at:
Time: 8.30am (GMT)
Date: 30 November 2018
Place: Uncommon, 1 Long Lane, London, United Kingdom, SE1 4PG
Important
The business of the Meeting affects your shareholding and your
vote is important.
This Notice of Annual General Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to
voting.
The Directors have determined pursuant to Regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered Shareholders at
8.00am (GMT) on 28 November 2018.
Business of the Meeting
Agenda
1. Financial Statements and Reports
To table and consider the Annual Report of the Company and its
controlled entities for the financial year ended 30 June 2018,
which includes the Financial Report, the Directors' Report, the
Remuneration Report and the Auditor's Report.
2. Resolution 1 - Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a non-binding
resolution:
"That, for the purposes of section 250R(2) of the Corporations
Act and for all other purposes, approval is given for the adoption
of the Remuneration Report as contained in the Annual Report for
the financial year ended 30 June 2018."
Note: The vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Voting Prohibition: A vote on this Resolution must not be cast
(in any capacity) by or on behalf of either of the following
persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(a) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
3. Resolution 2 - Re-election of Director - Ms Juan Wang
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.2 of the Constitution and
for all other purposes, Ms Juan Wang, a Director, retires by
rotation, and being eligible, is re-elected as a Director."
4. Resolution 3 - Re-election of Director - Dr Yi Zeng
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 13.2 of the Constitution and
for all other purposes, Dr Yi Zeng, a Director, retires by
rotation, and being eligible, is re-elected as a Director."
5. Resolution 4 - Amendments to Constitution
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, for the purposes of section 136(2) of the Corporations
Act and for all other purposes, approval is given for the Company
to amend the Constitution in the manner set out in the accompanying
Explanatory Statement and in the form as signed by the chairman of
the Meeting for identification purposes, with effect from the close
of the Meeting."
6. Resolution 5 - Ratification of prior issue of Shares
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4, and for all other
purposes, Shareholders ratify the issue of 909,090,910 Shares on
the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in
favour of the Resolution by or on behalf of a person who
participated in the issue or any associates of those persons.
However, the Company need not disregard a vote if it is cast by a
person as a proxy for a person who is entitled to vote, in
accordance with the directions on the Proxy Form, or, it is cast by
the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
7. Resolution 6 - Spill Resolution
If less than 25% of the votes cast on Resolution 1 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 6.
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 250V(1) of the Corporations
Act and for all other purposes, approval is given for:
(a) the Company to hold another meeting of Shareholders within
90 days of the date of this Meeting (Spill Meeting); and
(b) all Vacating Directors to cease to hold office immediately
before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be
vacated pursuant to (b) to be put to vote at the Spill
Meeting."
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by
or on behalf of any of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(a) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on the Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
Dated: 22 October 2018
By order of the Board
Sara Kelly
Company Secretary
Voting in person
To vote in person, attend the Meeting at the time, date and
place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy
Form and return by the time and in accordance with the instructions
set out on the Proxy Form.
In accordance with section 249L of the Corporations Act,
Shareholders are advised that:
-- each Shareholder has a right to appoint a proxy;
-- the proxy need not be a Shareholder of the Company; and
-- a Shareholder who is entitled to cast 2 or more votes may
appoint 2 proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the member appoints 2
proxies and the appointment does not specify the proportion or
number of the member's votes, then in accordance with section
249X(3) of the Corporations Act, each proxy may exercise one-half
of the votes.
Shareholders and their proxies should be aware that changes to
the Corporations Act made in 2011 mean that:
-- if proxy holders vote, they must cast all directed proxies as directed; and
-- any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.
United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 26 November 2018 at 4.00pm (GMT). For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders 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.
United Kingdom (Form of Instruction)
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI holders must complete, sign and return
the Forms of Instruction forwarded to them along with the Notice to
the Company's agent, Computershare UK, by 26 November 2018 at
4.00pm (GMT)
Should you wish to discuss the matters in this Notice of Meeting
please do not hesitate to contact the Company by telephone on +61 8
6205 3012 or +44 (0) 20 3865 8430.
Explanatory Statement
This Explanatory Statement has been prepared to provide
information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the
Resolutions.
1. Annual Report
Shareholders will be offered the opportunity to discuss the
Annual Report at the Meeting. The Company will not provide a hard
copy of the Annual Report to Shareholders unless specifically
requested to do so. The Annual Report is available on its website
at www.rangeresources.co.uk.
There is no requirement for Shareholders to approve the Annual
Report. However, the Chair will allow a reasonable opportunity for
Shareholders to ask questions or make comments about the Annual
Report and the management of the Company. Shareholders will also be
given an opportunity to ask the auditor questions as permitted by
the Corporations Act.
2. Resolution 1 - Adoption of Remuneration Report
2.1 General
The Corporations Act requires that at a listed company's annual
general meeting, a resolution that the remuneration report be
adopted must be put to the shareholders. However, such a resolution
is advisory only and does not bind the company or the directors of
the company.
The remuneration report sets out the company's remuneration
arrangements for the directors and senior management of the
company. The remuneration report is part of the directors' report
contained in the annual financial report of the company for a
financial year.
The chair of the meeting must allow a reasonable opportunity for
its shareholders to ask questions about or make comments on the
remuneration report at the annual general meeting.
2.2 Voting consequences
The vote on Resolution 1 is advisory only and does not bind the
Company or its directors. However, the Board will actively consider
the outcome of the vote and comments made by Shareholders on the
Remuneration Report when reviewing the Company's future
remuneration policies and practices.
A company is required to put to its shareholders a resolution
proposing the calling of another meeting of shareholders to
consider the appointment of directors of the company (Spill
Resolution) if, at consecutive annual general meetings, at least
25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to
vote. If required, the Spill Resolution must be put to vote at the
second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill
Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the
directors' report (as included in the company's annual financial
report for the most recent financial year) was approved, other than
the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for
re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or
re-election as directors of the company is approved will be the
directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting, the votes cast
against the remuneration report considered at that annual general
meeting were more than 25%. Accordingly, the Spill Resolution will
be relevant for this Annual General Meeting if at least 25% of the
votes cast on the Remuneration Report resolution are voted against
adoption of the Remuneration Report. Refer to Resolution 6 and
Section 7 for further information.
3. Resolution 2 - Re-election of Director - Ms Juan Wang
3.1 General
The Constitution sets out the requirements for determining which
Directors are to retire by rotation at an annual general
meeting.
Ms Juan Wang, who has served as a director since 30 November
2014 and was last re-elected on 25 November 2016, retires by
rotation and seeks re-election.
3.2 Qualifications and other material directorships
Ms Wang was previously the President of Energy Prospecting
Technology USA, Inc. and LandOcean Energy Canada Ltd. where she was
responsible for overall management work for the subsidiary
companies of LandOcean in Houston and Calgary. Previously, she was
also an investment manager and director at Anterra Energy Inc.
responsible for Chinese investor liaisons and a manager of
corporate mergers and acquisitions at LandOcean. Ms Wang has a
commercial banking background having previously worked for Deutsche
Bank and Bank of East Asia.
3.3 Independence
If elected the Board does not consider Ms Juan Wang will be an
independent director.
3.4 Board recommendation
The Board (other than Ms Juan Wang abstaining because of her
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
4. Resolution 3 - Re-election of Director - Dr Yi Zeng
4.1 General
The Constitution sets out the requirements for determining which
Directors are to retire by rotation at an annual general
meeting.
Dr Yi Zeng, who has served as a director since 16 June 2017 and
was last re-elected on 25 November 2016, retires by rotation and
seeks re-election.
4.2 Qualifications and other material directorships
Dr Yi Zeng has over 30 years of experience in the oil and gas
and mining industries. Dr Zeng has held various technical and
research positions with global companies including BHP Billiton and
Santos Asia Pacific. Dr Zeng holds a PhD in Geophysics from the
Victoria University of Wellington, New Zealand, an MSc in Applied
Geophysics and a BSc in Geophysical Exploration from the Chengdu
University of Technology, China.
4.3 Independence
If elected the Board considers Dr Yi Zeng will be an independent
director.
4.4 Board recommendation
The Board (other than Dr Yi Zeng abstaining because of his
interest in this Resolution) recommends that Shareholders vote FOR
this Resolution.
5. Resolution 4 - Amendments to the Constitution
5.1 General
Resolution 4 is a special resolution proposing amendments to the
Constitution in the manner set out below. A special resolution is
one of which notice must be given in accordance with section
249L(1)(c) of the Corporations Act (which requires the setting out
of the intention to propose a special resolution, and a statement
of the resolution) and which has to be passed by at least 75% of
the votes cast by members entitled to vote on the resolution.
5.2 Reason for the proposed amendments
The Company was listed on AIM from 23 October 2007. On 13 March
2017, the Shares were suspended from trading on AIM pending the
publication of an AIM admission document (Admission Document) which
was required due to the Acquisition. On the same date, the Company
also requested a voluntary suspension of trading in its Shares on
ASX. As announced on 14 September 2017, the admission of the Shares
on AIM was cancelled with effect from 14 September 2017 due to the
period of suspension reaching six months. On 15 September 2017, the
Shares were re-instated to trading on ASX and on 13 December 2017
the Shares were admitted to trading on AIM following the
publication by the Company of the Admission Document.
On 7 December 2017, the Company entered into an admission
agreement (Admission Agreement) with the Directors and Cantor
Fitzgerald pursuant to which Cantor Fitzgerald agreed to continue
to act as the Company's nominated adviser, broker and financial
adviser for the purposes of the admission of the Shares to trading
on AIM. Pursuant to the terms of the Admission Agreement, the
Company has undertaken to Cantor Fitzgerald to use all reasonable
endeavours to hold this Meeting to seek Shareholder approval for
the Company to amend the Constitution so as to oblige Shareholders
to notify the Company in the event they become a 'significant
shareholder' (as defined in the AIM Rules) or if there is an
alteration by 1% or more in a significant shareholder's holding of
Shares.
The Constitution does not currently contain any provisions
requiring a Shareholder to notify the Company without delay:
(a) in the event that the Shareholder acquires a direct or
indirect ownership interest in Shares of 3% or more of the issued
and outstanding Shares; or
(b) of any changes to such Shareholder's holding which increase
or decrease such holding through any single percentage.
Such provisions are typically included in the constitutional
documents of companies trading on AIM to enable compliance by the
company with the disclosure requirements of Rule 17 of the AIM
Rules.
5.3 Summary of the proposed amendments
In summary, the proposed amendments to the Constitution will
require Shareholders to notify the Company of the percentage of
voting rights held as a Shareholder or direct/indirect holder of
financial instruments if, as a result of an acquisition or disposal
of Shares or financial instruments (but not, for the avoidance of
doubt, subscription shares), the percentage of those voting
rights:
(a) reaches, exceeds, or falls below 3%, 4%, 5%, 6%, 7%, 8%,
9%,10% and each 1% thereafter up to 100%; or
(b) reaches, exceeds or falls below the above thresholds as a
result of events changing the breakdown of voting rights and on the
basis of information disclosed by the Company.
The proposed amendments to the Constitution are set out in full
in Schedule 1. To assist Shareholders, a marked-up version of the
Constitution showing the proposed amendments will be available on
the Company's website at: http://www.rangeresources.co.uk/.
Shareholders are invited to contact the Company if they have any
queries or concerns.
5.4 Board recommendation
The Board unanimously recommend that Shareholders approve the
amendments to the Constitution and vote in favour of this
Resolution.
6. Resolution 5 - Ratification of prior issue of Shares
6.1 General
As announced to ASX on 26 July 2018, the Company agreed to a
placement of 909,090,910 Shares at an issue price of GBP0.0011 each
to raise GBP1,000,000 (before costs) using its placement capacity
under ASX Listing Rule 7.1. These Shares were issued on 30 July
2017.
This Resolution seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of those Shares (Ratification).
6.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that, subject to certain
exceptions, prior approval of shareholders is required for an issue
of securities by a company if those securities, when aggregated
with the securities issued by the company without approval and
which were not subject to an exception during the previous 12
months, exceed 15% of the number of shares on issue at the
commencement of that 12-month period.
6.3 ASX Listing Rule 7.4
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule
7.1. It provides that where a company in general meeting ratifies
the previous issue of securities made pursuant to ASX Listing Rule
7.1 (and provided that the previous issue did not breach ASX
Listing Rule 7.1) those securities will be deemed to have been made
with shareholder approval for the purposes of ASX Listing Rule
7.1.
If this Resolution is approved, it will have the effect of
refreshing the Company's ability to issue further Shares without
the need to obtain further Shareholder approval (subject to the
Listing Rules and the Corporations Act).
6.4 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to Resolution 5:
(a) 909,090,910 Shares were issued by the Company;
(b) the issue price was GBP0.0011 per Share;
(c) the Shares issued were all fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions as
the Company's existing Shares;
(d) the Shares were issued to Cantor Fitzgerald Europe;
(e) the Company intends to use the funds raised from the issue
to accelerate its development programme in Trinidad principally
through the enhancement of field infrastructure at Beach Marcelle
field; and
(f) a voting exclusion statement is included in the Notice
7. Resolution 6 - Spill Resolution
If less than 25% of the votes cast on Resolution 1 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 6.
7.1 General
The Corporations Act requirements for this Resolution to be put
to vote are set out in Section 2.2.
The effect of this Resolution being passed is the Company will
be required to hold another meeting of Shareholders within 90 days
of the date of this Meeting (Spill Meeting) and the Vacating
Directors will cease to hold office immediately before the end of
the Spill Meeting. The business of the Spill Meeting will be to put
to vote resolutions to appoint persons to offices vacated by the
Vacating Directors.
In the event a Spill Meeting is required a separate notice of
meeting will be distributed to Shareholders with details about
those persons that will seek election as directors of the Company
at the Spill Meeting.
7.2 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the voting restrictions applying to Resolution 1 apply in the same
manner to this Resolution.
Glossary
$ means Australian dollars.
GBP means the official currency of the United Kingdom.
Acquisition means the acquisition of Range Resources Drilling
Services Limited by SOCA Petroleum Limited, a wholly owned
subsidiary of the Company.
AIM means the market of that name operated by the London Stock
Exchange.
AIM Rules means the AIM Rules for Companies published by the
London Stock Exchange, as amended from time to time.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
Annual Report means the Directors' Report, the Financial Report
and Auditor's Report in respect to the financial year ended 30 June
2018.
ASIC means the Australian Securities & Investments
Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market
operated by ASX Limited, as the context requires.
Auditor's Report means the auditor's report on the Financial
Report.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party has the meaning in section 9 of the
Corporations Act.
Company means Range Resources Limited (002 522 009).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
DI Holder means a a holder of depositary interests representing
Shares which are electronically listed for trading on AIM and
issued by Computershare Investor Services plc which holds legal
title to the underlying Shares.
Explanatory Statement means the explanatory statement
accompanying the Notice.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act of the Company and its
controlled entities.
GMT means Greenwich Mean Time.
Key Management Personnel means a person having authority and
responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly, including any
Director (whether executive or otherwise) of the Company.
Managing Director means the managing director of the Company who
may, in accordance with the ASX Listing Rules, continue to hold
office indefinitely without being re-elected to the office.
Notice or Notice of Meeting means this notice of meeting
including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report of the Company
contained in the Directors' Report.
Resolutions means the resolutions set out in the Notice, or any
one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a registered holder of a Share.
Vacating Directors means the Directors who were directors of the
Company when the resolution to make the directors' report
considered at the last annual general meeting of the Company was
passed, other than the Managing Director at that time.
Schedule 1 - Amendments to the Constitution
The Constitution is amended by adding the following definitions
into clause 1.1:
1.1 Definitions
Depository means a custodian or other person (or a nominee or
other person) appointed under contractual arrangements with the
Company or other arrangements approved by the Directors whereby
such custodian or other person or nominee holds or is interested in
Shares or rights or interests in Shares and issues securities or
other documents of title otherwise evidencing the entitlement of
the holder thereof to or to receive such Shares, rights or
interests provided and to the extent that such arrangements have
been approved by the Directors for the purpose of this
Constitution.
Depository Interest means securities or other documents of title
otherwise evidencing the entitlement of the holder thereof to or to
receive Shares or rights or interests in Shares, issued by a
Depository.
DI Holder means a holder of Depository Interests.
FCA means the Financial Conduct Authority, a financial
regulatory body in the United Kingdom.
Qualifying Financial Instruments means any financial instruments
which:
(a) on maturity give the holder, under a formal agreement,
either the unconditional right to acquire or the discretion as to
the holder's right to acquire, Shares to which voting rights are
attached and are already issued; or
(b) are not included in (a) but which are referenced to Shares
referred to in (a) and with economic effect similar to that of the
financial instruments referred to in (a), whether or not they
confer a right to a physical settlement
Regulatory Information Service means a service approved by the
FCA for the distribution to the public of regulatory announcements
and included within the list maintained on the FCA's website,
http://www.fca.org.uk/.
The Constitution is amended by inserting the following new
clause 10A:
10A. DISCLOSURE OF INTERESTS IN SHARES
10.1A A person (other than a Depository) must notify the Company
of the percentage of its voting rights if, at the date on which
this clause 10A comes into force, the percentage of voting rights
which he or she holds as Shareholder or DI Holder or through his or
her direct or indirect holding of Qualifying Financial Instruments
(or a combination of such holdings) has reached or exceeded 3%, 4%,
5%, 6%, 7%, 8%, 9%, or 10% and each 1% threshold thereafter up to
100%.
10.2A A person (other than a Depository) must notify the Company
of the percentage of its voting rights if, at any time after the
date on which this clause 10A comes into force, the percentage of
voting rights which he or she holds as Shareholder or DI Holder or
through his or her direct or indirect holding of Qualifying
Financial Instruments (or a combination of such holdings):
(a) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%,
or 10% and each 1% threshold thereafter up to 100%, or
(b) reaches, exceeds or falls below an applicable threshold in
clause 10.2A(a) as a result of events changing the breakdown of
voting rights and on the basis of information disclosed by the
Company in accordance with clause 10.3A.
10.3A The Company must, at the end of each calendar month during
which an increase or decrease has occurred, disclose to the public
the total number of voting rights and capital in respect of each
class of Share which it issues.
10.4A A notification given in accordance with clause 10.1A or
10.2A shall include the following information:
(a) the percentage of voting rights held, and the resulting
situation in terms of voting rights and the date on which the
relevant threshold was reached or crossed;
(b) if applicable, the chain of controlled undertakings through
which voting rights are effectively held;
(c) so far as known to him or her, the identity of the
Shareholder, even if that Shareholder is not entitled to exercise
voting rights and of the person entitled to exercise voting rights
on behalf of that Shareholder;
(d) the price, amount and class of Shares or Depository Interests concerned;
(e) the nature of the transaction giving rise to the notification;
(f) in the case of a holding of Qualifying Financial Instruments:
(i) for Qualifying Financial Instruments with an exercise
period, an indication of the date or time period where Shares will
or can be acquired, if applicable;
(ii) the date of maturity or expiration of the Qualifying Financial Instruments;
(iii) the identity of the holder;
(iv) the name of the underlying company;
(v) the detailed nature of the Qualifying Financial Instruments,
including full details of the exposure to Shares; and
(vi) any other information required by the Company.
10.5A An obligation to give a notice to the Company under clause
10.1A or 10.2A shall be fulfilled forthwith and without delay.
10.6A The Company shall on receipt of a notification and without
delay deliver an announcement detailing all the information
contained in the notification to a Regulatory Information Service
for distribution to the public.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAFKNDDKBDDFKB
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