Common use of Fractional entitlements and share splitting or division Clause in Contracts

Fractional entitlements and share splitting or division. (a) If the number of Scheme Shares held by a Scheme Shareholder at the Record Date is such that the aggregate entitlement of the Scheme Shareholder to the Base Scheme Consideration results in a fractional entitlement to a cent, then the entitlement of that Scheme Shareholder must be rounded up or down to the nearest cent (with any such fractional entitlement of less than 0.5 being rounded down to the nearest whole cent and any such fractional entitlement of 0.5 or more being rounded up to the nearest whole cent). (b) If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares which results in rounding in accordance with clause 5.7(a)) have, before the Record Date, been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, the Bidder may give notice to those Scheme Shareholders: (i) setting out their names and registered addresses as shown in the Target Share Register; (ii) stating that opinion; and (iii) attributing to one of them specifically identified in the notice the Scheme Shares held by all of them, and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares will, for the purposes of the other provisions of this Scheme, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the other provisions of this Scheme, be taken to hold no Scheme Shares. The Bidder in complying with the other provisions of this Scheme relating to it in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Shareholders named in the notice under the terms of this Scheme.

Fractional entitlements and share splitting or division. (a) If the number of Scheme Shares held by a Scheme Shareholder at the Record Date is such that the aggregate entitlement of the Scheme Shareholder to the Base Scheme Consideration results in a fractional entitlement to a cent, then the entitlement of that Scheme Shareholder must be rounded up or down to the nearest cent (with any such fractional entitlement of less than 0.5 being rounded down to the nearest whole cent and any such fractional entitlement of 0.5 or more being rounded up to the nearest whole cent). (b) If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares which results in rounding in accordance with clause 5.7(a5.2(a)) have, before the Record Date, been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, the Bidder may give notice to those Scheme Shareholders: (i) setting out their names and registered addresses as shown in the Target Share Register; (ii) stating that opinion; and (iii) attributing to one of them specifically identified in the notice the Scheme Shares held by all of them, and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares will, for the purposes of the other provisions of this the Scheme, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the other provisions of this the Scheme, be taken to hold no Scheme Shares. The Bidder in complying with the other provisions of this the Scheme relating to it in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Shareholders named in the notice under the terms of this the Scheme.

Fractional entitlements and share splitting or division. (a) If the number of Scheme Shares held by a Scheme Shareholder at the Record Date is such that the aggregate entitlement of the Scheme Shareholder to the Base Scheme Consideration results in a fractional entitlement to a cent, then the entitlement of that Scheme Shareholder must be rounded up or down to the nearest cent (with any such fractional entitlement of less than 0.5 being rounded down to the nearest whole cent and any such fractional entitlement of 0.5 or more being rounded up to the nearest whole cent). (b) If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares which results in rounding in accordance with clause 5.7(a4.8(a)) have, before the Record Date, been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, the Bidder may give notice to those Scheme Shareholders: (i) setting out their names and registered addresses as shown in the Target Share Register; (ii) stating that opinion; and (iii) attributing to one of them specifically identified in the notice the Scheme Shares held by all of them, and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares will, for the purposes of the other provisions of this the Scheme, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the other provisions of this the Scheme, be taken to hold no Scheme Shares. The Bidder in complying with the other provisions of this the Scheme relating to it in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Shareholders named in the notice under the terms of this the Scheme.

Fractional entitlements and share splitting or division. (a) If the number of Scheme Shares held by a Scheme Shareholder at the Scheme Record Date is such that the aggregate entitlement of the Scheme Shareholder to Scheme Consideration: (i) comprising the Base Scheme Consideration results in HoldCo Securities is such that a fractional entitlement to a centHoldCo Share arises; or (ii) comprising cash is such that a fractional entitlement to a cent arises, then the entitlement of that Scheme Shareholder must be rounded up or down to the nearest cent (with any such fractional entitlement will be rounded: (iii) in the case of less than 0.5 being rounded HoldCo Securities, down to the nearest whole cent and any such fractional entitlement number of 0.5 or more being rounded HoldCo Securities; and (iv) in the case of cash, up to the nearest whole cent). (b) If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares which results in rounding in accordance with clause 5.7(a5.11(a)) have, before the Scheme Record DateDate for the Scheme, been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, the then: (i) Bidder may give notice of that opinion and relevant details to QMS; and (ii) within 2 Business Days of receipt of such notice, QMS must give notice to those Scheme Shareholders: (iA) setting out their names and registered addresses as shown in the Target Share RegisterQMS share register; (iiB) stating that opinion; and; (iiiC) attributing to one of them specifically identified in the notice of the Scheme Shares held by all of them; and (D) attributing to one of them specifically identified in the notice which Election made by or on behalf of them applies to all of them, and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares will, for the purposes of the other provisions of this the Scheme, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the other provisions of this the Scheme, be taken to hold no Scheme Shares. The Bidder and HoldCo, in complying with the other provisions of this the Scheme relating to it them in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares, will be taken to have satisfied and discharged its their obligations to the other Scheme Shareholders named in the notice under the terms of this the Scheme.