EXHIBIT 3.3
THIS OPTION DEED is made on June 1996
BETWEEN
(1) XXXXXXX.XX HOLDINGS PLC (registration number 3194225 and formerly
called Law 737 Limited) whose registered office is situate at
Carmelite, 00 Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X ODX ("the
Company") and
(2) ALASDAIR XXXXXX XXXXXXX of Genins Nook, Xxxxxx Xxxx, Xxxxxxxxxx, Xxxx
Xxxxxx XX00 0XX ("the Holder").
INTRODUCTION
This deed and three similar deeds are entered into with the authority and
sanction of a special resolution of the shareholders of the Company dated
June 1996 and pursuant to a resolution of the directors dated June 1996.
AGREED TERMS
1. The Option
1.1 The Company grants to the Holder an option ("the Option") to subscribe
for 30,000 unissued ordinary shares of 5p each in the capital of the
Company at a price of (pound sterling)36,000 ("the Option Price")
subject to the terms of this deed.
1.2 The Option shall lapse and shall be deemed never to have been granted
if the sum of (pound sterling)1,000,000 has not been invested in the
company for one third of the then issued equity share capital by 5 July
1996 or such other date as may be agreed in writing by both parties.
1.3 Subject to clause 3 this Option is personal to the Holder and shall not
be assignable and any purported assignment, transfer, charge, disposal
or dealing with the rights and interests of the Holder hereunder shall
cause this Option to lapse.
2. Exercise of the Option
2.1 The Option may be exercised in multiples of (pound sterling)10,000 or
in whole (subject to the terms of this deed) at any time after the date
of this deed and before 5pm, 30 June 2002 ("the Option Period").
2.2 This Option may be exercised only by the Holder giving notice in
writing to the Company in the form set out in the schedule hereto. Such
notice must be accompanied by a remittance for the Option Price and
this Option Deed. This Option shall be deemed to be exercised upon the
receipt by the Company of the said documentation and the payment of the
Option Price.
3. Death of holder
3.1 If the Holder dies, his legal personal representatives may exercise
this Option within the period of 6 months from the date of death but at
the end of that period the Option shall lapse.
4. Takeover, reconstruction or members' voluntary winding up
4.1 If any person obtains 51% or more of the issued share capital of the
Company ("Control") as a result of making a general offer to acquire
the whole of the issued ordinary share capital of the Company this
Option may be exercised within the period of 6 months from the time
when the person making the offer obtains Control of the Company and any
condition subject to which the offer was made is satisfied but at the
end of that period the Option shall lapse.
4.2 If under Section 425 of the Companies Xxx 0000 the Court sanctions a
compromise or arrangement proposed for the purposes of or in connection
with a scheme for the reconstruction of the Company or its amalgamation
with any other company or companies, this Option may be exercised
within the period of 6 months from the Court sanctioning the compromise
or arrangement but at the end of that period the Option shall lapse.
4.3 If any person becomes bound or entitled to acquire shares in the
Company under sections 428-430 of the Companies Xxx 0000, this Option
may be exercised within the period during which that person remains so
bound or entitled but thereafter shall lapse.
4.4 If the Company passes a resolution for voluntary winding up, this
Option may be exercised within 6 months of the passing of such
resolution but thereafter shall lapse.
4.5 For the purposes of this clause a person shall be deemed to have
obtained Control of the Company if he and others acting in concert with
him have together obtained Control of the Company.
5. Allotment of shares and listing
5.1 The shares subject to this Option shall be allotted and issued to the
Holder credited as fully paid no later than 30 days after the due
exercise of this Option.
5.2 The Company shall at all times keep available for allotment sufficient
unissued ordinary shares to satisfy an exercise of the Option.
5.3 A share issued upon the exercise of the Option shall be identical to
and rank pari passu with the other issued ordinary shares in the
capital of the Company except that the Holder shall not be entitled to
a dividend where the relevant record date falls before the date on
which the relevant shares are allotted to him.
5.4 This Option shall not be quoted or dealt in on any stock exchange or
other market but if at the time of the allotment of any shares pursuant
to a due exercise of the Option the issued ordinary shares have been
admitted to the Alternative Investment Market or to the Official List
of the London Stock Exchange then upon the allotment of any shares
pursuant to a due exercise of the Option the Company shall apply for
such shares to be admitted to the Alternative Investment Market or to
the Official List (as the case may be).
6. Variation of share capital
6.1 In the event of any variation of the ordinary share capital of the
Company by way of capitalisation or by consolidation, sub-division or
reduction of capital the number of shares comprised in this Option
shall be adjusted in such manner as the auditors for the time being of
the Company shall in writing advise the board of directors of the
Company ("the Board") to be in their opinion fair and reasonable.
6.2 As soon as reasonably practicable after making any such adjustment the
Board shall give written notice thereof to the Holder and at the
written request of the Holder and/or upon the surrender of this Option
Deed shall either endorse a memorandum thereon recording such
adjustment (under the hand of a director of the Company) and return the
same to the Holder or execute and deliver to the Holder a new deed
reflecting such adjustment but in all other respects incorporating the
terms hereof (save to the extent amended in accordance with clause
7.2).
7. Administration
7.1 Notices or documents required to be given to the Holder shall be sent
by first class post to the Holder's address as shown above. Notices or
documents required to be given to the Company shall be addressed to the
Secretary of the Company and shall either be delivered by hand or sent
by first class post to the registered office of the Company. Notices
sent by first class post shall be deemed to have been given 2 working
days after such posting.
7.2 The Board shall have power from time to time to make or vary
regulations for the administration and operation of the terms hereof
provided that the same are not inconsistent with the terms hereof and
the decision of the Board as to any matter, question or dispute arising
from the terms hereof shall be final and conclusive and binding on the
Company and the Holder.
8. General
8.1 The Company shall not be liable for any tax to which the Holder may
become subject as a result of the grant or exercise of this Option or
the sale of any of the shares allotted upon any exercise hereof.
This deed has been executed and delivered on the date first written above.
EXECUTED by XXXXXXX.XX HOLDINGS PLC )
acting by: )
-------------------------------
Director
-------------------------------
Director/Secretary
Signed by ALASDAIR XXXXXX XXXXXXX )
in the presence of: )
---------------------------- Witness signature
---------------------------- Witness name
---------------------------- Occupation
---------------------------- Address
----------------------------
----------------------------
----------------------------
SCHEDULE TO EXHIBIT 3.3
Option Deeds substantially identical in all material respects to the
Option Deed by and between Xxxxxxx.XX Holdings plc and Alasdair Xxxxxx Xxxxxxx,
dated June 24, 1996, were entered into with the three parties listed below. The
material details in which the Option Deeds listed below differ from the Option
Deed by and between Xxxxxxx.XX Holdings plc and Alasdair Xxxxxx Xxxxxxx are
identified.
i) Option Deed by and between Xxxxxxx.XX Holdings plc and Xxxxx
Xxxxxx Xxxx Xxxxxx, dated June 24, 1996
ii) Option Deed by and between Xxxxxxx.XX Holdings plc and Xxxx
Xxxxx Xxxxx, dated June 24, 1996
iii) Option Deed by and between Xxxxxxx.XX Holdings plc and Xxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx, dated June 24, 1996
