SDI GROUP PLC The issue of the Placing Shares pursuant to the Placing, and the issue of the Allotment Shares, will not constitute an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 (as amended) and accordingly this document does not constitute a prospectus, nor does it constitute an admission document drawn up in accordance with the AIM Rules.
finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is the Company's nominated adviser and broker for the purposes of the AIM Rules. finnCap is acting exclusively for the Company and will not be responsible to any other person for providing the protections afforded to its customers nor for providing advice in relation to the contents of this document or any other matter referred to herein. finnCap has not authorised the contents of this document for any purpose and, without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by finnCap as to any of the contents or the completeness of this document.
The contents of this document have not been examined or approved by the London Stock Exchange, the Financial Conduct Authority or by any other regulatory authority. The Directors, whose names are set out at page 6, and the Company accept responsibility for the information contained in this document including individual and collective responsibility. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document, for which they accept responsibility, is in accordance with the facts and does not omit anything likely to affect the import of such information. The whole of the text of this document should be read.
SCIENTIFIC DIGITAL IMAGING PLC(incorporated and registered in England and Wales with registered no:06385396)
Proposals to raise an aggregate of £513,500 by means of a Placing of 4,510,000 new ordinary shares at 10 pence per share; and the allotment to Ken Ford, Chairman of the Company, of 625,000 ordinary shares at 10 pence per share and Notice of General Meeting This document should be read as a whole. Your attention is drawn to the letter from the Deputy Chairman of Scientific Digital Imaging plc set out in this document which recommends you to vote in favour of the GM Resolutions to be proposed at the General Meeting referred to below.Notice of a General Meeting of Scientific Digital Imaging plc, to be held at the offices of Mills & Reeve LLP, Botanic House, 100 Hills Road, Cambridge CB2
1PH at 10 a.m. on 9 February 2015, is set out at the end of this document. The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach the Company's registrars, Share Registrars Limited, Suite E, 1st Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, not later than 10 a.m. on 5 February 2015. If you hold
your Ordinary Shares in CREST, you may appoint proxies in respect of the General Meeting by completing and transmitting CREST proxy instructions to the
Company's agent, Share Registrars Limited (CREST participant ID: 7RA36). To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Share Registrars Limited not later than 10 a.m. on 5 February
2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Share
Registrars Limited is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. Completion of a Form of Proxy will not prevent a Shareholder from attending the meeting and voting in person.
Application will be made for the Placing Shares and the Allotment Shares to be admitted to trading on AIM. Subject to such admission becoming effective, it is expected that dealings in the Placing Shares and the Allotment Shares will commence on AIM on 10 February 2015. The Placing Shares and the Allotment Shares will rank equally in all respects with the Existing Shares and all dividends and other distributions declared, paid or made in respect of the Existing Shares after admission of the Placing Shares and the Allotment Shares.
This document is being supplied to you solely for your information and may not be reproduced, re-distributed or passed to any other person or published in whole or in part for any purpose.
This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, the Placing Shares or the Allotment Shares in any jurisdiction in which such offer or solicitation is unlawful. The Placing Shares and the Allotment Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States nor do they qualify for distribution under any of the relevant securities laws of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan. Accordingly, the Placing Shares and the Allotment Shares may not, directly or indirectly, be offered, sold or taken up, delivered or transferred in or into the United States, Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or any other territory outside the United Kingdom. The distribution of this document outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this document has come should inform themselves and observe any restrictions as to the Placing or the distribution of this document.
In accordance with the AIM Rules, this document is available to Shareholders on the Company's website: http://www.scientificdigitalimaging.com
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IMPORTANT NOTICE Notice in relation to Overseas Persons
The distribution of this document and the accompanying Form of Proxy in or into jurisdictions other than the UK may be restricted by law and therefore any person into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, this document is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan, New Zealand or the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares or any Placing Shares or any Allotment Shares in any jurisdiction in which such offer or solicitation is unlawful.
The Placing Shares and the Allotment Shares have not been, and will not be, registered under the United States Securities Act of
1933 (as amended) or under the securities laws of any state of the United States. In addition, neither the Placing Shares nor the Allotment Shares qualify for distribution nor have they been registered under any of the relevant securities laws of Australia, New Zealand, Canada, Japan, or the Republic of South Africa.
The Placing Shares and the Allotment Shares are being offered outside of the United States pursuant to Regulation S of the Securities Act and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares or the Allotment Shares in the United States. The Placing Shares and the Allotment Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the Allotment Shares, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. In addition, offers, sales or transfers of the Placing Shares or the Allotment Shares in or into the United States for a period of time following completion of the Placing or the Allotment Share Subscription by a person (whether or not participating in the Placing or the Allotment Share Subscription) may violate the registration requirement of the Securities Act.
This document contains a number of forward looking statements relating to the Group including with respect to the trading prospects of the Group. The Company considers any statements that are not historical facts as "forward looking statements". They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of the Group to differ materially from the information presented in the relevant forward looking statement. When used in this document the words "intend", "believe", "expect", "should", and similar expressions, as they relate to the Group or management of it, are intended to identify such forward looking statements. Shareholders are cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this document. Neither the Company nor any member of the Group nor finnCap nor any of their respective officers, directors and employees undertakes any obligation to update publicly or revise any of the forward looking statements whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.
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CONTENTS Page Statistics 3 Expected Timetable of Principal Events 3 Definitions 4 Letter from the Non-executive Deputy Chairman 6 Notice of General Meeting 10 STATISTICS
Number of Existing Shares 27,777,308
Number of Placing Shares being placed on behalf of the Company 4,510,000
Number of Allotment Shares being subscribed pursuant to the Allotment Share
Subscription
625,000
Number of Ordinary Shares in issue following the Placing Admission 32,287,308
Number of Ordinary Shares in issue following the Allotment Share Admission and the Placing Share Admission
32,912,308
Issue Price per Placing Share and Allotment Share 10 p Number of Placing Shares as a percentage of the Enlarged Issued Share Capital 13.70 per cent. Number of Allotment Shares as a percentage of the Enlarged Issued Share Capital 1.90 per cent.
Latest time and date for receipt of Forms of Proxy for the General Meeting 10.00 am on 5 February 2015
Date and time of General Meeting 10.00 am on 9 February 2015
Admission and commencement of dealings in the Placing Shares and the Allotment
Shares
08.00 am on 10 February
2015
CREST accounts credited with Placing Shares and Allotment Shares 08.00 am on 10 February
2015
Despatch of definitive share certificates for Placing Shares and Allotment Shares by 24 February 2015
The following definitions apply throughout this document unless the context requires otherwise:
'Act' the Companies Act 2006
'Admission' the Placing Share Admission and the Allotment Share Admission
'AIM' the AIM market operated by the London Stock Exchange
'AIM Rules' the AIM Rules for companies whose securities are admitted to trading on AIM as published by the London Stock Exchange from time to time
'Allotment Share Admission' the admission of the Allotment Shares to trading on AIM becoming effective in accordance with the AIM Rules
'Allotment Share Subscription' a subscription made by Ken Ford for additional Ordinary Shares
'Allotment Shares' the 625,000 new Ordinary Shares to be issued pursuant to the
Allotment Share Subscription
'Board' or 'Directors' the board of directors of the Company, whose names are set out at page 6 of this document
'Business Day' a day (other than a Saturday, Sunday or public holiday) when banks are usually open for business in London
'certificated' or in 'certificated form'
the description of a share or security which is not in uncertificated form (that is, not in CREST)
'Company' or 'Scientific
Digital Imaging' or 'SDI'
Scientific Digital Imaging plc, a company incorporated in England and Wales with registered number 06385396
'CREST' the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations)
'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
'Enlarged Issued Share Capital' the enlarged issued share capital of the Company immediately following Admission
'Existing Shares' the 27,777,308 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM
'finnCap' finnCap Limited, the Company's nominated adviser and broker which is incorporated in England and Wales with registered number
06198898
'Form of Proxy' the form of proxy for use by Shareholders in connection with the
General Meeting, which is enclosed with this document
'General Meeting' the general meeting of the Company convened for 10.00 am on 9
February 2015 at which the GM Resolutions will be proposed, notice of which is set out at the end of this document
'GM Resolutions' resolutions to be proposed at the General Meeting to grant the Directors authority to allot the Placing Shares and the Allotment Shares, as set out in the Notice of General Meeting
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'Group' the Company and its Subsidiaries
'Issue Price' 10 pence
'London Stock Exchange' London Stock Exchange plc
'Notice of General Meeting' the notice of General Meeting set out at the end of this document
'Ordinary Shares' the ordinary shares of 1 penny each in the share capital of the
Company
'Placing' the placing to certain institutional and other investors of the Placing
Shares at the Issue Price
'Placing Share Admission' the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
'Placing Shares' the 4,510,000 new Ordinary Shares to be issued pursuant to the
Placing
'Proposals' the proposals to approve the Placing and the GM Resolutions
'Shareholder' a holder of Existing Shares
'Subsidiary' has the meaning given to it in section 1159 of the Act
'UK' and 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'UK Listing Authority' the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
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LETTER FROM THE NON-EXECUTIVE DEPUTY CHAIRMAN SCIENTIFIC DIGITAL IMAGING PLC(incorporated in England and Wales with registered no: 06385396)
Directors: | Registered Office | |
Eric Kenelm Ford | (Chairman) | Beacon House |
Michael John Creedon | (Chief Executive Officer) | Nuffield Road |
Jeremy Stephen Gibbs | (Non-executive Deputy Chairman) | Cambridge |
Ann Juliet Bateman Simon Dear Shareholder | (Non-executive Director) | CB4 1TF 16 January 2015 |
The Company announced on 15 January 2015 that it proposes to raise an aggregate of £513,500 (before expenses) by the issue and allotment to certain institutional and other investors of the Placing Shares (to raise £451,000, before expenses) and the issue and allotment to Ken Ford of the Allotment Shares (to raise £62,500, before expenses). The issue of the Placing Shares and the Allotment Shares is conditional on, inter alia, the passing by Shareholders of the GM Resolutions.
The purpose of this letter is to outline the reasons for the Placing and the Allotment Share Subscription, and to explain why the Board considers the Placing, the allotment of the Allotment Shares and the passing of the GM Resolutions to be in the best interests of the Company and the Shareholders as a whole.
The Directors unanimously recommend that you vote in favour of the GM Resolutions, as they intend to do in respect of their own beneficial holdings of Ordinary Shares which amount to, in aggregate, approximately 1.41 per cent. of the Existing Shares.
The Company intends to utilise the proceeds of the Placing and the monies raised pursuant to the Allotment Share Subscription for general working capital purposes, together with the satisfaction of recent costs incurred in connection with the 2014 reorganisation of the Company's Synoptics division (which, now completed, is anticipated to deliver ongoing monthly cost savings) and certain fees incurred in relation to a proposed large acquisition where discussions were terminated during the first half of the current financial period.
3. Trading Update
The Company announced on 15 January 2015 its unaudited interim results for the six months ended 31
October 2014. Copies of the interim report are being sent to shareholders and can also be viewed on the
Company's website: www.scientificdigitalimaging.com.
The Company announced on 15 January 2015 that it intends to raise approximately £451,000, before expenses, through a conditional Placing by finnCap of 4,510,000 Placing Shares at the Issue Price. The Placing Shares will, following allotment, rank pari passu in all respects with the Existing Shares.
The Placing is conditional, amongst other things, upon the passing of the GM Resolutions. The Placing is not being underwritten.
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Also on 15 January 2015, the Company announced that Ken Ford, the chairman of the Company, had subscribed for 625,000 new Ordinary Shares, also at the Issue Price.
Application will be made for the Placing Shares and the Allotment Shares to be admitted to trading on AIM. It is expected that the Placing Share Admission and Allotment Share Admission will become effective and dealings in the Placing Shares will commence at 8.00am on 10 February 2015.
A notice convening the General Meeting, to be held at the offices of Mills & Reeve LLP, Botanic House, 100 Hills Road, Cambridge CB2 1PH 10.00am on 9 February 2015 is set out at the end of this document at which the GM Resolutions will be proposed, as follows:
Resolution 1
The Directors require the authority of Shareholders in order to allot the Placing Shares and the Allotment Shares. Resolution 1 will accordingly be proposed to authorise the Directors, pursuant to section 551 of the Act, to allot shares in the Company up to a maximum nominal value of
£51,350.00.
Resolution 1 is being proposed as an ordinary resolution and will therefore require more than 50 per cent. of the votes cast, whether in person or by proxy, to be in favour of the resolution. This authority, if granted, will be in addition to any existing authorities to allot Ordinary Shares granted to the Directors prior to the date of this document, and will enable the Directors to effect the Placing. This authority will expire on the date of the next annual general meeting of the Company.
Resolution 2
Section 561 of the Act requires that, on an allotment of "equity securities" for cash, such equity securities must first be offered to existing Shareholders in proportion to the number of Ordinary Shares they each hold at that time. This is known as a shareholder's pre-emption right. The Placing Shares and the Allotment Shares are "equity securities" for these purposes. Accordingly, such shares cannot be allotted for cash on a non pre-emptive basis unless Shareholders have first waived their pre-emption rights in respect of such shares.
Resolution 2, if passed, provides a pre-emption waiver in respect of the Placing Shares and the Allotment Shares and will be proposed to empower the Directors to allot and issue the Placing Shares without first offering such Ordinary Shares to existing Shareholders.
Resolution 2 is being proposed as a special resolution and will therefore require not less than 75 per cent. of the votes cast, whether in person or by proxy, to be in favour of the resolution. The authority, if granted, will be in addition to any existing authorities to allot Ordinary Shares free of pre-emption rights granted to the Directors prior to the date of this document which will continue in full force and effect whether or not the Placing or other transactions detailed in this document are effected.
Shareholders will find a Form of Proxy enclosed with this document for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company's Registrars, Share Registrars Limited, Suite E, 1st Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL not later than 10 a.m. on
5 February 2015, being 48 hours before the time appointed for holding the General Meeting. Completion of the Form of Proxy will not preclude you from attending the meeting and voting in
person if you so wish.
Shareholders who have queries about the General Meeting or about completion of the Form of Proxy should call Share Registrars Ltd on 01252 821390.
If you hold your Ordinary Shares in CREST, you may appoint proxies in respect of the General Meeting by completing and transmitting CREST proxy instructions to the Company's agent, Share Registrars Limited (CREST participant ID: 7RA36). To appoint one or more proxies or to give an
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instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST
messages must be received by Share Registrars Limited not later than 10 a.m. on 5 February 2015.
The Directors consider the Placing and the allotment of the Allotment Shares to Ken Ford to be in the best interests of the Company and the Shareholders as a whole. Accordingly the directors recommend that Shareholders vote in favour of the GM Resolutions to be proposed at the General Meeting, as the Directors who hold Ordinary Shares intend do in respect of their shareholdings which comprise, in aggregate, approximately 1.41 per cent. of the Existing Shares.
Yours faithfully
Jeremy Gibbs
Non-executive Deputy Chairman
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SCIENTIFIC DIGITAL IMAGING PLC
(the 'Company')
(incorporated and registered in England and Wales with registered no: 06385396)
Notice is hereby given that a General Meeting of the Company will be held at 10:00 am on 9 February
2015 at the offices of Mills & Reeve LLP, Botanic House, 100 Hills Road, Cambridge CB2 1PH for transaction of the following business:
To consider and, if thought fit, to pass Resolution numbered 1, which will be proposed as an ordinary resolution of the Company, and Resolution numbered 2, which will be proposed as a special resolution of the Company:
ORDINARY RESOLUTION
1. THAT in addition to any other authority which may have been given to the directors pursuant to section 551 of the Companies Act 2006 (the "Act") prior to the date of the passing of this resolution, the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot shares in the Company up to an aggregate nominal value of £51,350.00 pursuant to or in connection with the allotment of:
(i) 4,510,000 new ordinary shares of 1 pence each in the capital of the Company to such persons as may be entitled in connection with the Placing (as defined in the circular to shareholders of the Company dated 16 January 2015 ("Circular")); and
(ii) 625,000 new ordinary shares of 1 pence each in the capital of the Company to Ken Ford, chairman of the Company, in connection with the Allotment Share Subscription (as defined in the Circular).
Such authority shall expire on the date of the next annual general meeting of the Company (unless previously revoked or varied by the Company in a general meeting), save that the Company may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted after the authority ends and the Board may allot equity securities under any such offer or agreement as if the authority conferred hereby had not expired.
2. THAT conditional upon the passing of Resolution 1 and in addition to any existing power given to the directors pursuant to section 571 of the Act prior to the date of the passing of this resolution, the directors be and they are hereby empowered pursuant to section 571 of the Act to allot the shares that are the subject of Resolution 1 for cash, pursuant to the authority of the directors under section 551 of the Act conferred by Resolution 1, as if section 561(1) of the Act did not apply to such allotment. Such authority shall expire on the date of the next annual general meeting of the Company (unless previously revoked or varied by the Company in a general meeting), save that the Company may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted after the authority ends and the Board may allot equity securities under any such offer or agreement as if the authority conferred hereby had not expired.
Registered Office By order of the board
Beacon House Nuffield Road Cambridge CB4 1TF
Registered in England No: 06385396 16 January 2015
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Notes to the Notice of General Meeting
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
2. A proxy does not need to be a member of the Company but must attend the General 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. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
3. 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:
completed and signed;
sent or delivered to Share Registrars Limited at Suite E, First Floor, 9 Lion and Lamb
Yard, Farnham, Surrey GU9 7LL or by facsimile transmission to 01252 719 232; and
alternatively, the completed proxy form can be scanned and emailed to proxies@shareregistrars.uk.com.
Completed proxy forms must be received by Share Registrars Limited no later than 48 hours prior to the General Meeting.
4. 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.
5. 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. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 as amended by paragraph 18(c) of the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those shareholders registered in the register of members of the Company as at 10 a.m. on 5 February 2015 shall be entitled to attend or vote at the General Meeting (or at any adjournment thereof) in respect of the number of shares registered in their names at the time. Changes to entries in the register of members after 10 a.m. on 5 February 2015 shall be disregarded in determining the rights of any person to attend or vote at the General Meeting (or at any adjournment thereof).
7. As at the date of this Circular the Company's issued share capital comprised 27,777,308 ordinary shares of 1 penny each. Each share carries one vote.
8. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Share Registrars Limited (CREST Participant ID: 7RA36) no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by
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the time stamp applied to the message by the CREST Application Host) form which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5) of the Uncertificated Securities Regulations 2001.
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