Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Article 156.1 of the Registrant’s
Articles of Association provides:
“Subject to the provisions of, and so far as may be permitted
by and consistent with, the Statutes and rules made by the UK Listing Authority, every Director and officer of the Company and
of each of the Associated Companies of the Company shall be indemnified by the Company out of its own funds against:
156.1.1 any liability incurred by or attaching
to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any
Associated Company of the Company in the actual or purported execution and/or discharge of his duties and/or the exercise or purported
exercise of his powers other than:
(i) any
liability to the Company or any Associated Company; and
(ii) any
liability of the kind referred to in Section 234(3) of the Companies Act 2006; and
156.1.2 any other liability incurred by
or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise
of his powers and/or otherwise in relation to or in connection with his duties, powers or office.
Such indemnity shall extend to liabilities
arising after a person ceases to be a Director or an officer of the Company in respect of acts or omissions while he was a Director
or an officer if such acts or omissions would have been indemnified had the relevant person remained a Director or officer, as
the case may be.”
Article 156.2 of the Registrant’s
Articles of Association provides:
“Subject to the Companies Acts and rules made by the
UK Listing Authority the Company may indemnify a Director of the Company and any Associated Company of the Company if it is the
trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Companies Act 2006).”
Article 156.3 of the Registrant’s
Articles of Association provides:
“Where a Director or officer is indemnified against any
liability in accordance with this Article 156, such indemnity shall extend to all costs, charges, losses, expenses and liabilities
incurred by him in relation thereto.”
Article 156.4 of the Registrant’s
Articles of Association provides:
“In this Article 156 “Associated
Company” shall have the meaning given thereto by Section 256 of the Companies Act 2006.”
Section 232 of the Companies Act 2006 provides:
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(1)
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Any provision that purports to exempt a director of a company (to
any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty
or breach of trust in relation to the company is void.
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(2)
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Any provision by which a company directly or indirectly provides an indemnity (to any extent)
for a director of the company, or of an associated company, against any liability attaching to him in connection with any
negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except
as permitted by—
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(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity provision),
or
(c) section 235 (qualifying pension scheme indemnity
provision).
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(3)
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This section applies to any provision, whether contained in a company's articles or in any
contract with the company or otherwise.
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(4)
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Nothing in this section prevents a company's articles from making such provision as has
previously been lawful for dealing with conflicts of interest.
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Section 233 of the Companies Act 2006 provides:
Section 232(2) (voidness of provisions
for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an
associated company, insurance against any such liability as is mentioned in that subsection.
Section 234 of the Companies Act 2006 provides:
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(1)
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Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying
third party indemnity provision.
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(2)
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Third party indemnity provision means provision for indemnity against liability incurred
by the director to a person other than the company or an associated company.
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Such provision is qualifying third party
indemnity provision if the following requirements are met.
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(3)
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The provision must not provide any indemnity against—
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(a)
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any liability of the director to pay—
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(i)
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a fine imposed in criminal proceedings, or
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(ii)
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a sum payable to a regulatory authority by way of a penalty in respect of non-compliance
with any requirement of a regulatory nature (however arising); or
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(b)
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an appeal is disposed of—
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(i)
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if it is determined and the period for bringing any further appeal
has ended, or
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(ii)
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if it is abandoned or otherwise ceases to have effect.
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(6)
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The reference in subsection (3)(b)(iii) to an application for relief is to an application
for relief under—section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent
nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).
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Section 235 of the Companies Act 2006 provides:
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(1)
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Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying
pension scheme indemnity provision.
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(2)
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Pension scheme indemnity provision means provision
indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in
connection with the company's activities as trustee of the scheme.
Such provision is qualifying pension scheme indemnity
provision if the following requirements are met.
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(3)
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The provision must not provide any indemnity against—
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(a)
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any liability of the director to pay—
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(i)
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a fine imposed in criminal proceedings, or
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(ii)
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a sum payable to a regulatory authority by way of a penalty in respect of non-compliance
with any requirement of a regulatory nature (however arising); or
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(b)
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any liability incurred by the director in defending criminal
proceedings in which he is convicted.
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(4)
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The reference in subsection (3)(b) to a conviction is to the final
decision in the proceedings.
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(a)
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a conviction becomes final—
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(i)
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if not appealed against, at the end of the period for bringing an
appeal, or
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(ii)
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if appealed against, at the time when the appeal (or any further appeal) is disposed of;
and
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(b)
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an appeal is disposed of—
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(i)
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if it is determined and the period for bringing any further appeal
has ended, or
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(ii)
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if it is abandoned or otherwise ceases to have effect.
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(6)
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In this section “occupational pension scheme” means
an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.
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Section 236 of the Companies Act 2006 provides:
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(1)
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This section requires disclosure in the directors' report of—
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(a)
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qualifying third party indemnity provision, and
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(b)
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qualifying pension scheme indemnity provision.
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Such provision
is referred to in this section as “qualifying indemnity provision”.
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(2)
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If when a directors' report is approved any qualifying indemnity provision (whether made
by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that
such provision is in force.
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(3)
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If at any time during the financial year to which a directors' report relates any such provision
was in force for the benefit of one or more persons who were then directors of the company, the report must state that such
provision was in force.
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(4)
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If when a directors' report is approved and a qualifying indemnity provision made by the
company is in force for the benefit of one or more directors of an associated company, the report must state that such
provision is in force.
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(5)
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If at any time during the financial year to which a directors' report relates any such provision
was in force for the benefit of one or more persons who were then directors of an associated company, the report must state
that such provision was in force.
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Section 1157 of the Companies Act 2006 provides:
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(1)
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If in proceedings for negligence, default, breach of duty or breach of trust against—
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(a)
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an officer of a company, or
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(b)
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a person employed by a company as auditor (whether he is or is not an officer
of the company),
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it appears to the court hearing the case that the
officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances
of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either
wholly or in part, from his liability on such terms as it thinks fit.
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(2)
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If any such officer or person has reason to apprehend that a claim will or might be made
against him in respect of negligence, default, breach of duty or breach of trust—
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(a)
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he may apply to the court for relief, and
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(b)
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the court has the same power to relieve him as it would have had if it had been a court
before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.
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(3)
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Where a case to which subsection (1) applies is being tried by a judge with a jury, the
judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance
of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw
the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor)
on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.
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Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement;
and
(iii) To
include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.