Circular – Share Capital Reorganisation and Notice of GM – 10/01/12

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action you should take, you should consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities. If you have sold or transferred all of your Existing Ordinary Shares, please send this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Pan Pacific Aggregates PLC

(Incorporated under the Companies Act 1985 with registered number 05311866)

Board Changes

Share Capital Reorganisation

and

Notice of General Meeting

Nominated Adviser: Zeus Capital Limited

 

 

This document does not constitute or form part of any invitation, offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities in Pan Pacific Aggregates plc nor shall it or any part of it form the basis of or be relied upon in connection therewith or act as any inducement to enter into, any contract or commitment with respect to such securities.

 

This document does not constitute a recommendation regarding any decision to sell or purchase any securities in Pan Pacific Aggregates plc.

 

This document contains forward-looking statements.  These statements relate to the Group’s proposed strategy, plans and objectives. By its very nature, such forward-looking information requires Pan Pacific Aggregates plc to make assumptions that may not materialise or that may not be accurate. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Group that could cause the actual performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Furthermore, the forward-looking information contained in the document is made as of the date of the document and accordingly, you should not rely on any forward-looking statements and the Group accepts no obligation to disseminate any updates or revisions to such forward-looking statements.  The forward-looking information contained in this document is expressly qualified by this cautionary statement.

This document does not constitute a prospectus and accordingly a copy has not been pre-approved by the Financial Services Authority. A copy of this circular will be available for collection, free of charge, during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the offices of Zeus Capital Limited, 3 Ralli Courts, West Riverside, Manchester M3 5FT.

Your attention is drawn to the letter from the Chairman of Pan Pacific Aggregates plc which is set out on page 7 of this document which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

 

Notice of General Meeting of Pan Pacific Aggregates plc to be held at the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP at 10.00 a.m. on 26 January 2012 is set out at the end of this document. Shareholders are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible but, in any event, so as to be received by Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, not later than 10.00 a.m. on 24 January 2012 or 48 hours before an adjourned meeting. Completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person, should they subsequently wish to do so.

 

Zeus Capital Limited, which is a member of the London Stock Exchange and is authorised and regulated by the FSA, is acting for Pan Pacific Aggregates plc and no-one else in connection with the Share Capital Reorganisation and will not be responsible to anyone other than Pan Pacific Aggregates plc for providing the protections afforded to customers of Zeus Capital Limited or for providing advice in relation to the Share Capital Reorganisation.

 

 

CONTENTS

 

	Page
Key Statistics	4
Expected Timetable of Principal Events	4
Definitions	5
Letter from the Chairman of Pan Pacific Aggregates plc	7
Notice of General Meeting	11

 

 

 

KEY STATISTICS

 

Existing Share Capital
Total number of Existing Ordinary Shares at the date of this document 1	3,904,536,792
Share Capital Reorganisation
Maximum number of Ordinary Shares in issue immediately following the Share Capital Reorganisation 2	39,045,367
Minimum number of Deferred Shares in issue following the Share Capital Reorganisation 3	3,865,491,425
ISIN Number following Admission	GB00B6ZFXS05
SEDOL following Admission	B6ZFXS0

 

Notes:

1. That is, prior to the Share Capital Reorganisation.
2. This is the maximum number of Ordinary Shares in issue immediately after the Share Capital Reorganisation. Pursuant to the share capital consolidation referred to in paragraph 4 of the letter from the Chairman of the Company, to the extent that the number of shares held by an existing shareholder is not a multiple of 100, such shares will not be consolidated and will be redesignated as Deferred Shares (the maximum potential loss by each shareholder as a result of the Share Capital Reorganisation is up to 99 Existing Ordinary Shares). The actual number of Ordinary Shares in issue immediately after the Share Capital Reorganisation will be adjusted accordingly.
3. This is the minimum number of Deferred Shares in issue immediately following the Share Capital Reorganisation. The actual number of Deferred Shares in issue immediately after the Share Capital Reorganisation will be higher for the reasons stated in note 2 above.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Publication date of this document	10 January 2012
Latest time and date for receipt of completed Forms of Proxy for the GM	10.00 a.m. on 24 January 2012
General Meeting	10.00 a.m. on 26 January 2012
Record Date and time for implementation of the Share Capital Reorganisation	5.30 p.m. on 26 January 2012
Effective date for the Share Capital Reorganisation and commencement of trading in Ordinary Shares	27 January 2012
CREST accounts credited with Ordinary Shares	27 January 2012
Share certificates in respect of Ordinary Shares despatched by first class post	10 February 2012

 

Notes

1.       References to time in this document are to London time.

2.       If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on an RIS.

 

 

DEFINITIONS

The following definitions shall apply throughout this document and the accompanying Form of Proxy unless the context otherwise requires:

 

“AIM”	the AIM market operated by the London Stock Exchange;
“AIM Rules”	means the rules and guidance notes for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;
“Business Day”	means any day, other than a Saturday or Sunday or public holiday in England, on which banks are open for normal business in the City of London;
“CA 2006”	the Companies Act 2006;
“Company” or “PPA”	Pan Pacific Aggregates plc (registered in England and Wales under number 05311866);
“Circular”	this document dated 10 January 2012, including the notice of GM, addressed to the Shareholders;
“Completion”	completion of the Share Capital Reorganisation;
“CREST”	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (the “Regulations”)) in respect of which Euroclear is the Operator (as defined in the Regulations) and in accordance with which securities may be held and transferred in uncertificated form;
“Deferred Shares”	the deferred shares of 0.1p each of the Company to be created pursuant to the Share Capital Reorganisation;
“Directors” or “Board”	the directors of the Company, whose names appear on page 7 of this document;
“Group”	the Company and its subsidiaries;
“Enlarged Share Capital”	the entire issued share capital of the Company following the implementation of the Share Capital Reorganisation,;         Shares)
“Euroclear”	means Euroclear UK & Ireland Limited;
“Existing Ordinary Shares”	the 3,904,536,792 ordinary shares of 0.1p each in issue at the date of this document prior to implementation of the Share Capital Reorganisation;
“Existing Share Capital”	the entire issued share capital of the Company as at the date of this document prior to implementation of the Share Capital Reorganisation;
“Form of Proxy”	the form of proxy for use by Shareholders enclosed with this document, to enable Shareholders to appoint one or more proxies to attend the GM and, on a poll, to vote instead of that Shareholder;                                                                          Shareholder
“FSA”	the Financial Services Authority;
“GM” or “General Meeting”	the general meeting of the Company convened for 26 January 2012 at 10.00 a.m., or any adjournment thereof, notice of which is set out in this document;
“Group”	the Company and its subsidiaries;
“London Stock Exchange”	London Stock Exchange plc;
“Notice”	the notice of GM, set out from page 11 of this document;
“Ordinary Shares”	ordinary shares of 0.1p each in the capital of the Company following the implementation of the Share Capital Reorganisation;
“Resolutions”	the resolutions to be proposed at the General Meeting, details of which are set out in the Notice set out on page 11 of this document;
“RIS”	Regulatory Information Service;
“SEDA Heads of Terms”	the non legally binding heads of terms in respect of a Standby Equity Distribution Agreement for up to £2 million dated 10 January 2012 between the Company and a third party financial institution, further details of which are set out in paragraph 3 of the letter from the Chairman of the Company;
“Shareholders”	the persons who are registered as holders of Existing Ordinary Shares as at the date of this document;
“Share Capital Reorganisation”	the proposed consolidation of every 100 Existing Ordinary Shares into 1 ordinary share of 10p, followed by the proposed sub-division and redesignation of each ordinary share of 10p into 1 Ordinary Share of 0.1p and 99 Deferred Shares of 0.1p each to be effected by Resolutions 1 and 2 set out in the Notice, further details of which are set out in paragraph 4 of the letter from the Chairman;
“Subsidiaries”	has the meaning ascribed thereto by the CA 2006;
“United Kingdom” or “UK”	United Kingdom of Great Britain and Northern Ireland; and
“Zeus Capital”	Zeus Capital Limited (registered in England and Wales under number 4417845).

 

PART I

LETTER FROM THE CHAIRMAN OF PAN PACIFIC AGGREGATES PLC

 

 

PAN PACIFIC AGGREGATES PLC
(Registered and incorporated in England and Wales No. 05311866)

 

Directors: Lynda Chase-Gardener – Executive Chairman Euan McAlpine – Executive Director Thomas Masney – CFO Dr. Anton Schrafl – Non executive Director

Registered Office: 44 Southampton Buildings London WC2A 1AP

 
 

10 January 2012

To the Shareholders and, for information only, the holders of options or warrants to subscribe for ordinary shares

Board Changes

Share Capital Reorganisation

and

Notice of General Meeting

Dear Shareholder,

1.     Introduction

Further to the announcements on 6 January and earlier today, the Company is pleased to report changes to the Board, a proposed Share Capital Reorganisation and that it has entered into non legally binding heads of terms with a third party financial institution (“Financial Institution”) in respect of a Standby Equity Distribution Agreement (“SEDA”) for up to £2 million.

Pursuant to the Board changes, Lynda Chase-Gardener has become Executive Chairman of the Company and Euan McAlpine will remain on the Board as an Executive Director. William Voaden and David Shaw have resigned from the Board with immediate effect.

In the interim results announcement on 29 September 2011, the Company reported that, despite revenues increasing in the six month period ended 30 June 2011, the Company was still experiencing operational cash outflows. As announced on 19 July 2011, the Company raised net proceeds of £1.22 million pursuant to a placing and the Company’s shares were subsequently restored to trading on AIM, however operational cash outflows have continued in the period since 30 June 2011.

In order to assist in funding the development of the Group’s business, ongoing working capital requirements and the £250,000 still outstanding and to be paid to the Supervisor of the CVA, the Company has entered into the SEDA Heads of Terms with the Financial Institution. The heads of terms are non-legally binding and are subject to conditions including the completion of legal and financial due diligence. It is the Board’s intention to enter into a legally binding agreement in the near future and a further announcement will be made at that time. Under the proposed SEDA, the Financial Institution would subscribe in tranches for up to a maximum of £2 million of the Company’s Ordinary Shares over a period of up to 36 months.

The middle market price of the Company’s ordinary shares is, as at the close of business on 9 January 2012 (being the latest practicable date prior to the date of this document), below the nominal value of an Existing Ordinary Share of 0.1p. In addition the Company currently has over 3.9 billion Existing Ordinary Shares in issue.

Under English law, the Company is unable to issue ordinary shares at a price below their nominal value, therefore the Share Capital Reorganisation has been proposed to enable the Company to issue new Ordinary Shares pursuant to the SEDA.  The Company would not be able to utilise the SEDA until the Share Capital Reorganisation has been implemented. The Share Capital Reorganisation will also reduce the total number of ordinary shares in issue.

Pursuant to the Share Capital Reorganisation every 100 Existing Ordinary Shares of 0.1p each will be consolidated into 1 ordinary share of 10p each, following which, such ordinary shares of 10p each in the capital of the Company will be sub-divided into 1 Ordinary Share of 0.1p each and 99 Deferred Shares of 0.1p each. The value of the Deferred Shares will effectively be zero.  To the extent that the number of Existing Ordinary Shares held by a Shareholder is not a multiple of 100, such Existing Ordinary Shares will not be consolidated as set out above, but will instead each be redesignated as a new Deferred Share.  The maximum potential loss by each Shareholder as a result of the Share Capital Reorganisation is up to 99 Existing Ordinary Shares.

Three examples are set out below to demonstrate the effect on a Shareholder’s holding of Existing Ordinary Shares in the Company if the Share Capital Reorganisation is implemented:

	Number of Existing Ordinary Shares held prior to the Share Capital Reorganisation	Number of Ordinary Shares held immediately after the Share Capital Reorganisation	Number of Deferred Shares held immediately after the Share Capital Reorganisation
Example 1	100 ordinary shares of 0.1p each	1 ordinary share of 0.1p	Nil
Example 2	199 ordinary shares of 0.1p each	1 ordinary share of 0.1p	198 deferred shares of 0.1p each
Example 3	250 ordinary shares of 0.1p each	2 ordinary shares of 0.1p each	248 deferred shares of 0.1p each

Note: Shareholders can still buy or sell Existing Ordinary Shares up to the close of trading on 26 January 2012 in order to minimise any potential losses due to the share capital reorganisation.

As such, the Directors have convened a General Meeting for 10.00 a.m. on 26 January 2012 in order to allow Shareholders to consider, and, if thought fit, approve the Resolutions.

The purpose of this document is to provide you with information regarding the Board Changes, the SEDA and the Share Capital Reorganisation and to explain why the Directors consider the Share Capital Reorganisation to be in the best interests of the Company and its Shareholders as a whole and to seek Shareholders’ approval of the Resolutions in order that the Share Capital Reorganisation can be effected. This document also contains the Directors’ recommendation that you vote in favour of the Resolutions to be proposed at the GM, notice of which is set out at the end of this document.

2.     Board Changes

Pursuant to the Board changes, Lynda Chase-Gardener has become Executive Chairman of the Company and Euan McAlpine will remain on the Board as an Executive Director. William Voaden and David Shaw have resigned from the Board with immediate effect.

Ms Chase-Gardener has more than 20 years of experience in quarrying and landfill operations and has an in depth knowledge of the dynamics of the aggregates market, having previously been managing director of Chaselet Limited (formerly Bucbricks Company Limited) for 16 years until its sale in 2007. During the last 10 years Lynda has been a member and Chairman of the Quarry Products Association, overseeing its merger with the British Cement Association and the Concrete Centre in 2009.  She was also the founding chairman of the Mineral Products Association, the representative body for the UK aggregates, asphalt, cement, concrete, lime, mortar and silica sand industries until she stepped down in September 2009.  Lynda is also a member of the representative body to promote health and safety in all sectors of the quarrying and associated industries, the Quarries National Joint Advisory Committee.

Ms Chase-Gardener was appointed to the Board on 1 September 2011 and, together with the other Directors, will seek to continue to drive the further development of the business and build shareholder value.

Mr Voaden is stepping down from the plc Board for personal reasons. The Company has entered into a compromise agreement with Mr Voaden pursuant to which Mr Voaden will step down from the Board but he will continue to provide consultancy services to the Company’s subsidiaries with a specific focus on operations in Canada.

The Company has also agreed to extend the exercise period relating to warrants over 23,194,444 Ordinary Shares that are held by Serata Holdings Limited, a company owned by Mr Voaden, which have an exercise price of 0.35p per Ordinary Share. The exercise period for these warrants will therefore be extended by three years to 31 July 2015.  Following the change to the exercise period noted above, Serata Holdings Limited will hold warrants over a total of 53,881,729 Existing Ordinary Shares on the following terms:

Number of Existing Ordinary Shares under warrant	Date of Issue	Exercise Price	Expiry Date
23,194,444	31 July 2009	0.35p	31 July 2015
4,462,285	9 October 2009	0.28p	9 October 2012
15,650,000	9 October 2009	0.5p	9 October 2012
10,575,000	24 November 2009	0.5p	24 November 2012

 

In addition the Company has an existing obligation, which relates to a placing conducted in July 2010, to grant further warrants over 22,500,000 Ordinary Shares with an exercise price of 0.2p per share. These warrants will have an exercise period of 3 years from the date of grant. The Company intends to grant these further warrants shortly. All of the figures noted above are stated prior to the proposed implementation of the Share Capital Reorganisation.

The Board would like to thank both Mr Voaden and Mr Shaw for their contributions to the Company during their tenure as directors of the Company.

3.       SEDA HEADS OF TERMS

On 19 July 2011, the Company announced that it had entered into non legally binding heads of terms with a third party financial institution in respect of an equity backed revolving finance facility to raise US$500,000 which might be increased to up to US$2,000,000, subject to certain conditions, and a standby equity distribution agreement to raise up to a further £3,000,000. However, after further consideration, the Company decided not to progress with either of those funding options at that time.

Instead, the Company has today entered into the SEDA Heads of Terms with a Financial Institution. The SEDA Heads of Terms are non-legally binding and are subject to conditions including the completion of legal and financial due diligence. It is the Board’s intention to enter into a legally binding agreement shortly and a further announcement will be made at that time. Under the proposed SEDA, the Financial Institution would agree to subscribe in tranches (“Advances”) for up to a maximum of £2 million of the Company’s Ordinary Shares over a period of up to 36 months.  As noted above, since the current share price of the Existing Ordinary Shares is below their nominal value the Company would not be able to utilise the SEDA until the Share Capital Reorganisation has been implemented.

 

4.      SHARE CAPITAL REORGANISATION

Resolutions 1 and 2 contained in the Notice set out the proposed Share Capital Reorganisation as detailed above. The rights attaching to the Ordinary Shares, following the Share Capital Reorganisation, including voting and dividend rights will be the same as those attaching to the Existing Ordinary Shares. The Deferred Shares created pursuant to the Share Capital Reorganisation will have no voting rights or rights to receive a dividend and will only have a very limited right to any distribution on a return of capital. Shareholders will not be issued with a share certificate in respect of the Deferred Shares and should consider them worthless. The Company will also have the right to acquire the Deferred Shares for a nominal sum from all Shareholders. The full rights attaching to the Deferred Shares are set out in the notice of General Meeting, which can be found on page 11 of this document. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other stock exchange. There are no immediate plans to purchase or cancel the Deferred Shares.

If you are in doubt with regard to your current shareholding or the number of Ordinary Shares which you will hold following implementation of the Share Capital Reorganisation, or if you have any queries on the Share Capital Reorganisation you should contact the Company’s registrars, Computershare Investor Services PLC, on the following telephone number: 0870 707 1243.

New share certificates representing the Ordinary Shares will be issued following the Share Capital Reorganisation.

5.       General Meeting

Set out at the end of this document is the notice convening the General Meeting which will be held at 10.00 a.m.

on 26 January 2012 at the offices of Memery Crystal, 44 Southampton Buildings, London WC2A 1AP at which the Resolutions will be proposed:

 

(i)      to approve the Share Capital Reorganisation; and

(ii)     to amend the articles of association of the Company.

 

The Share Capital Reorganisation is described in paragraphs 1 and 4 above and requires Shareholder approval.

6.       Action to be taken

Enclosed with this document is a Form of Proxy for use at the General Meeting.  Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible but, in any event, so as to be received by Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not later than 10.00 am on 24 January 2012.  Completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person, should they subsequently wish to do so.

7.       Recommendation

The Directors believe that the Share Capital Reorganisation is in the best of interests of Shareholders as a whole and recommend that Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own shareholdings, amounting in aggregate to 170,730,550 Existing Ordinary Shares (representing approximately 4.37 per cent. of the Existing Share Capital).

Yours faithfully

 

Lynda Chase-Gardener

Chairman

for and on behalf of the Directors

 

Pan Pacific Aggregates plc

(Registered in England and Wales No. 05656604)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Pan Pacific Aggregates plc (“Company”) will be held at the offices of Memery Crystal, 44 Southampton Buildings, London WC2A 1AP on 26 January 2012 at 10.00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to the resolution numbered 1 as a ordinary resolution and as to the resolution numbered 2 as a special resolution. The terms used in this notice shall be as set out in the circular to Shareholders of the Company dated 10 January 2012, unless the context otherwise requires.

 ORDINARY RESOLUTION

1.      THAT, the Company be authorised to reorganise its share capital, and the share capital of the Company be reorganised, in the following manner:

1.1    every 100 Existing Ordinary Shares at the date hereof be and is hereby consolidated into one ordinary share of 10p and any ordinary share of 0.1p that cannot be so consolidated shall be redesignated as a deferred share of 0.1p, such deferred shares having the rights set out in the Articles of Association of the Company as amended in the manner set out in resolution 2 below; and

1.2    each resulting ordinary share of 10p in the capital of the Company following the consolidation set out above be and is hereby sub-divided and redesignated into one Ordinary Share of 0.1p each and 99 deferred shares of 0.1p each, such deferred shares having the rights set out in the Articles of Association of the Company as amended in the manner set out in resolution 2 below.

SPECIAL RESOLUTION

2.       THAT, subject to and conditional upon the passing of Resolution 1 above, the Articles of Association of the Company be and are hereby amended in the manner set out below:

i.      That the following definitions be inserted in Article 1.2:

“ordinary shares” means ordinary shares of 0.1p each in the capital of the Company;

 

“deferred shares” means deferred shares of 0.1p each in the capital of the Company;

 

ii.      Article 2 be amended by the addition of the following new Article 2.5:

“2.5         Deferred Shares

(a)           Notwithstanding anything contained within these Articles, the Deferred Shares in the capital of the Company shall have no rights, powers or benefits attached to them whatsoever and, without limitation, shall not confer on the holders of Deferred Shares any right:

(i) to receive notice of any general meeting of the Company; or

(ii) to be able to attend, speak or vote at any general meeting; or

(iii) to share in a dividend declared by the Company; or

(iv) to appoint a director,

save that on a return of capital on a winding-up or otherwise the surplus assets of the Company remaining after payment of its liabilities shall be applied first in repayment to the holders of the Ordinary Shares of the amount paid up on such Ordinary Shares together with a premium of £10,000 per Ordinary Share, second in repayment to the holders of the Deferred Shares of the amount paid up on such Deferred Shares and the balance of such assets shall be distributed among the holders of the Ordinary Shares.

(b)         The Deferred Shares will not be listed on any stock exchange and no share certificates will be issued for the Deferred Shares.

(c)          The Company may reduce the share capital paid up or treated as paid up on the Deferred Shares in any way (in accordance with the CA 2006). Any such reduction will be in accordance with the rights attaching to the Deferred Shares and will not involve a variation of those rights. The Company may reduce its capital (in accordance with the CA 2006) at any time without the consent of the holders of the Deferred Shares.

(d)         The passing by the Company of any special resolution for the cancellation of the Deferred Shares for no consideration by means of a reduction of share capital shall not constitute a modification or abrogation of the rights or privileges attaching to the Deferred Shares and accordingly the Deferred Shares may at any time be cancelled for no consideration by means of a reduction of capital effected in accordance with the CA 2006 without any such sanction on the part of the holders of the Deferred Shares as is required by Article 3.

(e)          Article 2.5 shall remain in force until there are no longer any Deferred Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 2.5 shall be and shall be deemed to be of no effect (save to the extent that the provisions of Article 2.5 are referred to in other Articles) and shall be deleted and replaced with the wording “Article 2.5 has been deleted”, and the separate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company but the validity if anything done under Article 2.5 before that date shall not otherwise be effected and any actions taken under Article 2.5 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.

(f)          The Company shall have irrevocable authority at any time after the adoption of this Article:

(i)              to appoint any person on behalf of any holder of Deferred Shares to enter into an agreement to transfer and to execute a transfer of the Deferred Shares to such person as the Directors may determine and to execute any other documents which such person may consider necessary or desirable to effect such transfer or to give instructions to transfer any Deferred Shares held in uncertificated form to such person as the Directors may determine, in each case without obtaining the sanction of the holder(s) of them and without any payment being made in respect of that transfer;

(ii)             to acquire all or any of the Deferred Shares (in accordance with the provisions of the CA 2006) and in connection with any such acquisition to appoint any person on behalf of any holder of Deferred Shares to enter into any agreement to transfer and to execute a transfer of the Deferred Shares in favour of the Company and to execute any other documents which such person may consider necessary or desirable to effect such transfer or to give instructions to transfer any Deferred Shares held in uncertificated form to the Company, in each case without obtaining the sanction of holder(s) of them and for the payment of not more than £1.00 for all of the Deferred Shares which are the subject of such acquisition, and to cancel the same, without any payment to the holders thereof ;or

(iii)               to cancel all or any of the Deferred Shares for no consideration by means of a reduction in capital effected in accordance with the provisions of the CA 2006 or to create or issue further shares in the capital of the Company which rank equally or in priority to the Deferred Shares, without sanction on the part of the holders of the Deferred Shares or otherwise in accordance with the CA 2006 ; and

(iv)                pending any such transfer or cancellation or acquisition to retain the certificate (if any) for any Deferred Shares held in certificated form.

 

10 January 2012

Registered Office:	By order of the Board
44 Southampton Buildings London WC2A 1AP	Thomas Masney Company Secretary

 

Notes

1.        Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at:

a.        10.00 a.m. on 24 January 2012; or

b.        if the meeting is adjourned, at 6pm on the day two days before the date of the adjourned Meeting,

shall be entitled to attend and vote at the Meeting.

2.        If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. Completion and return of the enclosed proxy form will not preclude members from attending and voting at the Meeting.

3.        A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

4.        You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company’s registrars at the address set out in note 5.

5.        The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

(a)      completed and signed;

(b)      sent or delivered to Computershare Investor Services PLC at The Pavillions, Bridgewater Road, Bristol BS99 6ZY; and

(c)      received by Computershare Investor Services PLC no later than 48 hours before the time fixed for the Meeting or any adjourned Meeting at which the proxy is to vote.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

6.        In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

7.        Except as provided above, members who have general queries about the Meeting should do so using the Computershare Investor Services PLC shareholder helpline on 0870 707 1243.  No other methods of communication will be accepted.

8.        You may not use any electronic address provided either:

(a)      in this notice of general meeting; or

(b)      any related documents (including the chairman’s letter and proxy form),

to communicate with the Company for any purposes.

 

9.        If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or more persons to act as its representative or representatives at the Meeting and any such representative or representatives shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an individual member of the Company.

Corporate representatives should bring with them either an original or certified copy of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation’s letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory’s authority.

10.     As at 9 January 2012 (being the last business day prior to the publication of this Notice) the Company’s issued share capital consists of 3,904,536,792 ordinary shares, carrying one vote each.  Therefore, the total voting rights in the Company as at 9 January 2012 are 3,904,536,792.