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 £0.0011 each to raise £1,000,000 (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 £0.0011 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.

£ 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.

 

 


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