Not applicable.
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:
| |
(1) |
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. |
| |
(2) |
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— |
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity provision),
or
(c) section 235 (qualifying pension scheme indemnity provision).
| |
(3) |
This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise. |
| |
(4) |
Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest. |
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:
| |
(1) |
Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision. |
| |
(2) |
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. |
Such provision is qualifying third party indemnity
provision if the following requirements are met.
| |
(3) |
The provision must not provide any indemnity against— |
| |
(a) |
any liability of the director to pay— |
| |
(i) |
a fine imposed in criminal proceedings, or |
| |
(ii) |
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 |
| |
(b) |
an appeal is disposed of— |
| |
(i) |
if it is determined and the period for bringing any further appeal has ended, or |
| |
(ii) |
if it is abandoned or otherwise ceases to have effect. |
| |
(4) |
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). |
Section 235 of the Companies Act 2006 provides:
| |
(1) |
Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision. |
| |
(2) |
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. |
| |
(3) |
The provision must not provide any indemnity against— |
| |
(a) |
any liability of the director to pay— |
| |
(i) |
a fine imposed in criminal proceedings, or |
| |
(ii) |
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 |
| |
(b) |
any liability incurred by the director in defending criminal proceedings in which he is convicted. |
| |
(4) |
The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings. |
| |
(a) |
a conviction becomes final— |
| |
(i) |
if not appealed against, at the end of the period for bringing an appeal, or |
| |
(ii) |
if appealed against, at the time when the appeal (or any further appeal) is disposed of; and |
| |
(b) |
an appeal is disposed of— |
| |
(i) |
if it is determined and the period for bringing any further appeal has ended, or |
| |
(ii) |
if it is abandoned or otherwise ceases to have effect. |
| |
(6) |
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. |
Section 236 of the Companies Act 2006 provides:
| |
(1) |
This section requires disclosure in the directors' report of— |
| |
(a) |
qualifying third party indemnity provision, and |
| |
|
|
| |
(b) |
qualifying pension scheme indemnity provision. |
Such provision is referred to in this section as “qualifying
indemnity provision”.
| |
(2) |
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. |
| |
(3) |
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. |
| |
(4) |
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. |
| |
(5) |
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. |
Section 1157 of the Companies Act 2006 provides:
| |
(1) |
If in proceedings for negligence, default, breach of duty or breach of trust against— |
| |
(a) |
an officer of a company, or |
| |
|
|
| |
(b) |
a person employed by a company as auditor (whether he is or is not an officer of the company), |
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.
| |
(2) |
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— |
| |
(a) |
he may apply to the court for relief, and |
| |
|
|
| |
(b) |
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. |
| |
(3) |
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. |
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 Plan 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.