THIS WARRANT INSTRUMENT is executed on 14 February 2003 by LONDON PACIFIC
GROUP LIMITED, a company incorporated in Jersey with registered number 30810
whose registered office is at 6 Minden House, Minden Place, St Helier, Jersey
(the "Company").
WHEREAS:
The Company has, by a resolution of its board of directors passed on 20
December 2002, resolved, inter alia, to enter into this Instrument which, upon
execution and delivery, shall constitute binding obligations of the Company in
accordance with its terms.
NOW THIS INSTRUMENT WITNESSES as follows:
1. Definitions and Interpretation
1.1 Definitions
In this Instrument and the Schedule the following words and expressions shall,
except to the extent that the context otherwise requires, have the following
meanings:
"Conditions" means the terms and conditions in the form set out in the
Schedule to be endorsed on or attached to the Warrant
Certificates;
"Exercise Notice" means the exercise notice in the form set out in the
Schedule to be endorsed on or attached to the Warrant
Certificates;
"Ordinary Shares" means ordinary shares of Five United States cents (USc5)
each in the capital of the Company and, in the event of any
sub-division, consolidation or reclassification of such
ordinary shares, the ordinary shares of such different
nominal value or the reclassified shares resulting
therefrom;
"Register" means the register of Warrantholders kept by or on behalf of
the Company in accordance with clause 5;
"Registrar"" means any person or persons appointed by the Company as its
registrar in connection with the Warrants from time to time;
"Warrant means a certificate substantially in the form set out in
Certificate" the Schedule to be issued by the Company to a Warrantholder
as prima facie evidence of title to a Warrant or Warrants;
"Warrantholder(s)" means in relation to any Warrant, the person or persons who
is or are for the time being entered in the Register as the
holder or joint holders of that Warrant; and
"Warrants" means the warrants created by this Instrument for the time
being outstanding entitling the holders of each Warrant to
subscribe for Ordinary Shares on the terms set out in this
Instrument.
1.2 Unless the context otherwise requires, words and expressions defined
in the Companies Xxx 0000 shall bear the same meanings in this
Instrument.
1.3 References in this Instrument to clauses, sub-clauses and the Schedule
shall be construed as references to the clauses and sub-clauses of or
to the Schedule to this Instrument and any reference to a sub-clause
shall be construed as a reference to the relevant sub-clause of the
clause in which such reference appears.
1.4 Headings are inserted for convenience only and shall be ignored in
construing this Instrument.
1.5 References to any statutory provision shall be deemed to include any
statutory provision or re-enactment thereof.
1.6 Words denoting the singular number shall include the plural number,
words denoting the masculine gender shall include the feminine and
words denoting persons shall include corporations and partnerships
and, in each case, vice versa.
2. The Warrants
2.1 The maximum number of Warrants to be issued hereunder is 1,933,172.
2.2 The Company shall perform and observe the Conditions and shall give
effect to the subscription rights set out therein and the Warrants
shall be held subject to and with the benefit of the Conditions and
such subscription rights all of which shall be deemed to be
incorporated in this Instrument and shall be binding on the Company
and the Warrantholders and all persons claiming through or under them.
3. Warrant Certificates
3.1 The Warrant Certificates shall be in the form or substantially in the
form set out in the Schedule and shall have endorsed thereon or
attached thereto the Conditions and an Exercise Notice.
3.2 The Warrant Certificates shall be issued in accordance with the
provisions of the Articles of Association for the time being of the
Company relating to the issue of certificates for securities of the
Company.
3.3 Every Warrantholder shall be entitled to receive one Warrant
Certificate for the Warrants held by him but so that joint holders
shall be entitled to one Warrant Certificate only in respect of the
Warrants held jointly by them which Warrant Certificate shall be
delivered to that one of the joint holders whose name stands first in
the Register in respect of the joint holding. Where a Warrantholder
has
transferred or exercised a part only of his holding of Warrants he
shall be entitled to a Warrant Certificate for the balance of such
holding without charge.
3.4 If a Warrant Certificate is mutilated, defaced, lost, stolen or
destroyed, it shall, at the discretion of the Company, be replaced at
the office of the Registrar on payment of such expenses as may
reasonably be incurred in connection therewith and on such terms as to
evidence, indemnity and/or security as the Company may require.
Mutilated or defaced Warrant Certificates must be surrendered before
replacements will be issued.
4. Fees, Duties and Taxes
The Company will pay any stamp, issue, registration, documentary and other
fees, duties and taxes, including interest and penalties, payable on or in
connection with (i) the execution and delivery of this Instrument, (ii) the
constitution and issue of the Warrants, (iii) the issue of any Ordinary
Shares on exercise of the Warrants and (iv) any action properly taken by or
on behalf of any Warrantholder to enforce, or to resolve any doubt
concerning, or for any other purpose in relation to, this Instrument.
5. The Register
5.1 The Company shall at all times cause a register to be maintained in
the Island of Jersey showing the number of Warrants for the time being
in issue, the date of issue of the Warrant Certificates together with
the names and addresses of the Warrantholders and of all transfers or
changes of ownership of the Warrants.
5.2 The provisions of the Articles of Association of the Company from time
to time relating to the registration, transfer and transmission of
certificated shares shall, mutatis mutandis, apply to the Warrants,
provided always that the Company shall in no circumstances whatsoever
be under any obligation to register any transfer of any Warrant(s)
unless it is satisfied that (i) after such registration there will be
no more than ten registered holders of the Warrants outstanding and
(ii) any beneficial holder of the Warrants after such registration is
not a resident of the Island of Jersey for Jersey income tax purposes
(other than a financial institution acting in the normal course of
business).
6. Warranties
The Company hereby warrants to each of the Warrantholders that:
(a) as at the date of this Instrument, its authorised share capital
consists of 86,400,000 Ordinary Shares, of which 64,439,073 Ordinary
Shares have been issued;
(b) it has sufficient authorised but unissued Ordinary Shares to satisfy
in full all rights for the time being outstanding of conversion into,
subscription for, and other acquisition of Ordinary Shares, including
all the Ordinary Shares which would fall to be issued on exercise of
the Warrants;
(c) it has full power and authority to enter into this Instrument and all
necessary consents and approvals have been obtained in connection with
the execution of this Instrument and the performance of its
obligations hereunder;
(d) this Instrument has been duly executed by the Company and constitutes
valid, binding and enforceable obligations of the Company;
(e) the Ordinary Shares falling to be issued on exercise of the Warrants
can be issued without any requirements for any consent or authority
from any other person and are not subject to any pre-emption rights in
favour of any other party.
7. General
7.1 No variation to the terms of this Instrument shall be effective unless
agreed in writing between the Company and each of the Warrantholders.
7.2 Any notice or communication to be given by the Company to the
Warrantholders may be delivered or sent by ordinary post to each
Warrantholder's last known address or to its registered office and
where a notice or communication is sent by post it shall be deemed to
have been received on the second business day after having been put
into the post properly addressed and stamped.
7.3 Any notice to be given by the Warrantholder to the Company shall be
delivered or sent to the Company at its registered office and shall be
effective upon receipt.
8. Governing Law
This Instrument and the Schedule hereto shall be governed by and construed
in accordance with English law.
IN WITNESS whereof this Instrument has been duly executed by the Company as a
deed on the date set out above.
THE SCHEDULE
FORM OF WARRANT CERTIFICATE
No. of Transfer No. Date of Number of
Certificate Registration Warrants
[ ] [ ] [ ] [ ]
WARRANT CERTIFICATE
Warrants to subscribe for ordinary shares of Usc5 each in
LONDON PACIFIC GROUP LIMITED
(Incorporated in Jersey under Registered Number 30810)
Name of Warrantholder(s):
Address of Warrantholder(s):
Number of Warrants:
LONDON PACIFIC GROUP LIMITED (the "Company") hereby certifies that the
above-named Warrantholder(s) is/are the registered holder(s) of the number of
warrants to subscribe for ordinary shares in the capital of the Company (the
"Warrants") shown above which were created pursuant to an Instrument dated _
2003 (the "Instrument"). The Warrants are issued subject to and with the benefit
of the provisions of the Instrument and the terms and conditions endorsed on or
attached to this Certificate (the "Conditions") which are binding on the
Company, the Warrantholder(s) and all persons claiming through or under them. So
long as any of the Warrants remains outstanding, a copy of the Instrument
together with a copy of the Memorandum and Articles of Association of the
Company will be available for inspection by Warrantholders at the registered
office of the Company.
No transfer of a Warrant comprised in this Certificate in accordance with the
Conditions will be registered until the Certificate is surrendered to the
Company or such person or persons appointed by the Company as its registrar in
connection with the Warrants from time to time.
EXECUTED as a DEED by )
LONDON PACIFIC GROUP LIMITED )
acting by: )
Director .........................................
Director/Secretary .........................................
EXERCISE NOTICE
TO: London Pacific Group Limited
I/We, the registered holder(s) of the Warrants represented by the within-written
Certificate, hereby give notice of my/our desire to exercise my/our rights to
subscribe for fully paid ordinary shares of USc5 each in the Company ("Ordinary
Shares") in respect of all ............... (Note (i)) of such Warrants in
accordance with the Conditions printed hereon.
I/We enclose a payment of (pound).................. (Note (ii)) in favour of
London Pacific Group Limited.
I/We agree to accept the fully paid Ordinary Shares of the Company to be
allotted pursuant thereto subject to the Memorandum and Articles of Association
of the Company.
I/We desire (Note (iii)) of such Ordinary Shares to be registered in my/our
name(s) and hereby authorise the entry of my/our name(s) in the Register of
Members in respect thereof.
I/We hereby authorise and direct you to allot (Note (iii)) of the fully paid
Ordinary Shares to be issued pursuant hereto to the person(s) who is/are named
in and who has/have signed the acceptance(s) in the Form(s) of Nomination (Note
(iv)) which I/we have obtained and which is/are attached hereto.
I/We hereby authorise the despatch of (a) the Certificates in respect of the
Ordinary Shares to be allotted to me/us and (b) if applicable a Warrant
Certificate in my/our name(s)
to..............................................................................
.................................................................................
Signature of Warrantholder(s)
.........................................................
.........................................................
.........................................................
.........................................................
(In the case of a joint holding all Warrantholders must sign. In the case of a
corporation this form must either be under the Common Seal or under the hand of
a duly authorised officer or attorney of the corporation.)
Dated this [ ] day of [ ]
Notes:
(i) Delete or complete as appropriate. If this space is left blank the Notice
will be deemed to relate to all the Warrants represented by this Certificate.
(ii) Enter the amount of your payment. At the date of issue of the Warrants one
Warrant entitled the holder to subscribe for 1 Ordinary Share in London Pacific
Group Limited at a price of eleven point four three xxxxx ((pound)0.1143) per
share subject to adjustment in accordance with the Conditions. Warrantholders
will be notified of any such adjustment.
(iii) Please complete as appropriate. If this space is left blank all such
Ordinary Shares will be registered in your name(s).
(iv) If it is desired to nominate some other person(s) as the allottee(s) of all
or any of the Ordinary Shares, application should be made to the registrar of
the Company for the appropriate Form(s) of Nomination which must be completed
and lodged with this Certificate.
THE CONDITIONS
1. Interpretation
1.1 Definitions
In these Conditions except to the extent that the context otherwise requires:
"Auditors" means the auditors for the time being of the Company;
"Board" means the board of directors of the Company from time to
time;
"Business Day" means any day (except Saturday and Sunday) on which banks in
London and New York are open for non-automated business;
"Current Market means, in respect of an Ordinary Share at a particular
price" date, the average of the middle market quotations published
in the Stock Exchange Daily Official List for one Ordinary
Share (being an Ordinary Share carrying full entitlement to
dividend) for the five consecutive dealing days ending on
the dealing day immediately preceding such date PROVIDED
THAT if during some part of the said five dealing day period
the Ordinary Shares shall have been quoted ex-dividend and
during some other part of that period the Ordinary Shares
shall have been quoted cum-dividend then:
(a) if the Ordinary Shares to be issued do not rank for the
dividend in question, the quotations on the dates on
which the Ordinary Shares shall have been quoted
cum-dividend shall for the purpose of this definition
be deemed to be the amount thereof reduced by an amount
equal to the amount of that dividend per Ordinary Share
(excluding any associated tax credit and less the tax
(if any) falling to be deducted on payment thereof to a
resident of the United Kingdom); and
(b) if the Ordinary Shares to be issued do rank for the
dividend in question, the quotations on the dates on
which the Ordinary Shares shall have been quoted
ex-dividend shall for the purpose of this definition be
deemed to be the amount thereof increased by such
similar amount;
and provided further that, if the Ordinary Shares on each of
the said five dealing days have been quoted cum-dividend in
respect of a dividend which has been declared or announced
but the Ordinary Shares to be issued do not
rank for the dividend, the quotations on each of such dates
shall for the purpose of this definition be deemed to be the
amount thereof reduced by an amount equal to the amount of
that dividend per Ordinary Share (excluding any associated
tax credit and less the tax (if any) falling to be deducted
on payment thereof to a resident of the United Kingdom);
"Exercise Date" means the Business Day on which a Warrant is duly
exercised in accordance with Condition 3 provided that, if a
cheque is tendered in payment in full of the subscription
price, such cheque is cleared on first presentation and, if
such cheque is not so cleared, the date on which such
payment in full is actually received by the Company;
"Exercise Notice" means the form of exercise notice endorsed on or attached to
each Warrant Certificate;
"Exercise Period" means the period commencing on the date of execution
of this Instrument and expiring on the seventh anniversary
of the date of the Instrument;
"Listing" means that the Ordinary Shares have been admitted to the
Official List and to trading on the London Stock Exchange's
market for listed securities;
"London Stock means London Stock Exchange plc;
Exchange"
"Ordinary Shares" means ordinary shares of Five United States cents (USc5)
each in the capital of the Company and, in the event of any
sub-division, consolidation or reclassification of such
ordinary shares, the ordinary shares of such different
nominal value or the reclassified shares resulting
therefrom;
"Official List" means the Official List of the UKLA;
"Record Date" means, in relation to any dividend or capital distribution
in respect of the Ordinary Shares or the issue of any
securities, rights, options, warrants or other entitlement
in respect thereof, the date as of which the holders of
Ordinary Shares must be entered on the register in order to
participate therein;
"Register" means the register of Warrantholders kept by or on behalf of
the Company in accordance with Clause 5 of the Instrument;
"Registrars" means any person or persons appointed by the Company as its
registrars in connection with the Warrants from time to
time;
"Subscription means the sum payable upon the exercise of each Warrant,
Price" being eleven point four three xxxxx ((pound)0.1143)
(subject to adjustment in accordance with Condition 6); and
"UKLA" means the Financial Services Authority in its capacity as
competent authority for the purposes of Financial Services
and Markets Xxx 0000.
1.2 Unless the context otherwise requires, words and expressions defined
in the Companies Xxx 0000 shall bear the same meanings in these
Conditions.
1.3 Headings are inserted for convenience only and shall be ignored in
construing these Conditions.
1.4 References to any statutory provision shall be deemed to include any
statutory provision or re-enactment thereof.
1.5 Words denoting the singular number shall include the plural number,
words denoting the masculine gender shall include the feminine and
words denoting persons shall include corporations and partnerships
and, in each case, vice versa.
1.6 Any determination or adjustment made pursuant to these Conditions by
the Auditors shall be made by them as experts and not as arbiters and
any such determination or adjustment shall be final and binding on the
Company and each of the Warrantholders.
2. Subscription rights
Subject as provided in these Conditions, each Warrant shall entitle the
Warrantholder to subscribe for 1 Ordinary Share at the Subscription Price on any
Business Day during the Exercise Period.
3. Exercise of Warrants
In order to exercise any Warrant, the Warrantholder must lodge the Warrant
Certificate representing that Warrant at the registered office of the Company
(or at such other address as the Company may from time to time notify to
Warrantholders) having duly completed the Exercise Notice thereon, accompanied
by a remittance for the aggregate Subscription Price for the relevant number of
Ordinary Shares in respect of which the Warrants are exercised payable to London
Pacific Group Limited. Once lodged, an Exercise Notice shall be irrevocable save
with the consent of the Board. The Warrantholder may also be required to produce
such other evidence (if any) as may be reasonable to prove title to the Warrant
concerned.
4. Ordinary Shares issued pursuant to exercise of Warrants
4.1 Ordinary Shares issued pursuant to the exercise of a Warrant will be
allotted not later than 14 days after, and with effect from, the
relevant Exercise Date. Certificates in respect of such Ordinary
Shares will be despatched, free of charge and at the risk of the
person entitled thereto, not later than 14 days thereafter to the
person in whose name the Warrant is registered as at the Exercise Date
or to such other persons as
may be named in the form of nomination available for the purpose from
the Registrars. In the event of the exercise of some only of the
Warrants comprised in a Warrant Certificate, the Company shall at the
same time issue, free of charge and at the risk of the person entitled
thereto, a fresh Warrant Certificate in the name of the Warrantholder
for any balance of the Warrants which remain exercisable.
4.2 Ordinary Shares allotted pursuant to the exercise of a Warrant will
rank in full for all dividends and other distributions declared, made
or paid after the relevant Exercise Date and pari passu in all other
respects with the Ordinary Shares in issue at that date.
4.3 No Warrantholder shall be entitled to an allotment of a fraction of an
Ordinary Share.
5. Lapse of Warrants
5.1 Each Warrant shall lapse on the earliest of the following dates:
5.1.1 the seventh anniversary of the date of the Instrument;
5.1.2 the date on which the Warrantholder notifies the Company of its
desire to cancel the Warrant held by such Warrantholder;
5.1.3 the expiry of the period referred to in Condition 8;
5.1.4 subject to Condition 8, the winding up of the Company.
6. Adjustment of subscription rights
6.1 In the event of any consolidation or sub-division of the share capital
of the Company or any allotment of Ordinary Shares pursuant to a
capitalisation of profits or reserves (including, without prejudice to
the generality of the foregoing, share premium account) taking place
after the date of this Instrument, the number of Ordinary Shares which
may be subscribed on exercise of a Warrant shall be adjusted in due
proportion.
6.2 Subject as hereinafter provided, the number of Ordinary Shares which
may be subscribed on exercise of a Warrant and/or the Subscription
Price shall also be varied in such manner as the Board and the
Warrantholders may agree or (failing such agreement) as the Auditors
shall at the request of either party confirm in writing to be in their
opinion fair and reasonable upon the happening of any of the following
events:
(a) the offer or grant of warrants, options or other rights to
subscribe for Ordinary Shares (other than warrants, options or
other rights granted pursuant to any employees' share scheme or
options granted to any executive director of the Company) at a
price per Ordinary Share which is less than 95 per cent. of the
Current Market Price per Ordinary Share on the dealing day
immediately preceding the date of announcement of the offer or
grant;
(b) the issue of securities which by their terms are convertible
into, or exchangeable for, or carry rights of subscription for,
Ordinary Shares (excluding warrants, options or other rights
granted pursuant to any employees' share scheme or options
granted to any executive director of the Company) where the
consideration per Ordinary Share receivable therefrom by the
Company upon conversion, exchange or subscription is less than 95
per cent. of the Current Market Price per Ordinary Share on the
dealing day immediately preceding the date of announcement of the
issue, or the modification of the rights of conversion, exchange
or subscription relating to such securities so that following
such modification the consideration per Ordinary Share receivable
by the Company upon conversion, exchange or subscription is less
than 95 per cent. of the Current Market Price per Ordinary Share
on the dealing day immediately preceding the date of announcement
of the proposals for such modification; and
(c) the issue wholly for cash of Ordinary Shares (other than Ordinary
Shares issued on exercise of any rights to acquire Ordinary
Shares or upon the exercise of the Warrants or any other
securities which by their terms are convertible into, or
exchangeable for, or carry rights of subscription for, Ordinary
Shares, or Ordinary Shares issued pursuant to any employees'
share scheme or options granted to any executive director of the
Company) at a price per Ordinary Share which is less than 95 per
cent of the Current Market Price per Ordinary Share on the
dealing day immediately preceding the date of announcement of the
issue;
PROVIDED THAT no such adjustment shall be made in respect of any offer,
grant or issue referred to in sub-paragraphs (a), (b) or (c) above unless
the Company fails to make or to procure that there is made a like offer,
grant or issue to Warrantholders in accordance with Condition 6.5.
6.3 The Company will forthwith notify the Warrantholders in writing of any
adjustments in the number of Ordinary Shares which may be subscribed
on exercise of a Warrant and/or the Subscription Price pursuant to
this Condition 6.
6.4 If the Company intends to make any distribution to all or the majority
of the holders of the Ordinary Shares on the Register on a Record Date
on which any Warrant remains outstanding, the Company shall notify the
Warrantholders not less than 28 days in advance of the relevant Record
Date.
6.5 In the case of an offer, grant, issue or invitation, which does not
fall within Condition 6.1, to all or the majority of the holders of
the Ordinary Shares on the Register on a Record Date on which any
Warrant remains outstanding, the Company shall make, or use its
reasonable endeavours to procure that there is made, a like offer,
grant, issue or invitation at the same time to each Warrantholder as
if his subscription rights had been exercised in full with effect
immediately before such Record Date. If the Company is unable to make
or procure that there is made a like offer, grant, issue or invitation
to the Warrantholders, the Company shall give the Warrantholders the
opportunity to exercise the Warrants in order to participate therein.
7. Transfer/Assignment
7.1 Each Warrant will be registered and will be transferable in whole but
not in part by instrument of transfer in any usual or common form or
in such other form as the Board may accept and may be under hand only.
7.2 Subject to the foregoing, the provisions of the Company's Articles of
Association for the time being relating to the registration, transfer
and transmission of shares and the issue of certificates shall,
mutatis mutandis, apply to each Warrant, provided always that the
Company shall in no circumstances whatsoever be under any obligation
to register any transfer of any Warrant(s) unless it is satisfied that
(i) after such registration there will be no more than ten registered
holders of the Warrants outstanding and (ii) any beneficial holder of
the Warrants after such registration is not a resident of the Island
of Jersey for Jersey income tax purposes (other than a financial
institution acting in the normal course of business).
8. Liquidation
8.1 If, whilst any of the Warrants remains outstanding, a special resolution is
passed or an act of court made for the winding up of the Company it shall
forthwith give notice in writing thereof to all Warrantholders and
thereupon each Warrantholder shall in respect of all or any of his Warrants
(the "Relevant Warrants") be entitled within six weeks after the service of
such notice to elect by notice in writing to the Company to be treated as
if he had exercised the Relevant Warrants on the day immediately preceding
the date of such event (such notice to be effective to be given by
completing and signing the Exercise Notice on the Warrant Certificate and
delivering such Warrant Certificate (together with a form of nomination if
required) to the office of the Registrar within such period) and in that
event, each Warrantholder making such an election shall be entitled to
participate in the assets available in the winding up pari passu with the
Ordinary Shareholders as if he were the holder of the Ordinary Shares
(including any fraction of an Ordinary Share) to which he would have become
entitled had the Relevant Warrants been exercised as aforesaid less the
Subscription Price which would have been payable on exercise of the
Relevant Warrants. Subject to this Condition 8, the Warrants shall lapse in
the event of the winding up of the Company.
9. Change of Control
9.1 If, whilst any of the Warrants remains outstanding, any offer is made
to all (or as nearly as may be practicable all) the holders of the
Ordinary Shares (or to all (or as nearly as may be practicable all)
such holders other than the offeror and/or any company controlled by
the offeror and/or persons associated, connected or acting in concert
with the offeror) to acquire all or any of the Ordinary Shares (the
"ordinary offer") and the Company becomes aware that the right to cast
more than 50 per cent of the votes which may ordinarily be cast on a
poll at a general meeting of the Company has or will become vested in
the offeror and/or any company controlled by the offeror and/or
persons associated, connected or acting in concert with the offeror (a
"Relevant Event") the Company shall give notice of that fact to all
Warrantholders within 14 days of its becoming so aware and each
Warrantholder may, within the period of 30 days after the date of such
notice exercise his subscription rights in respect of all or any
number of his Warrants as he may specify. Any Warrants which remain
outstanding following the expiry of such 30 day period shall lapse.
9.2 The giving of notice summoning a meeting to consider, a scheme of
arrangement under the Companies (Jersey) Law 1991 providing for the
acquisition by any person of all or any of the Ordinary Shares shall
be deemed to be the making of an offer.
10. Undertakings
10.1 The Company will at all times keep available sufficient authorised and
unissued Ordinary Shares to satisfy in full all rights for the time
being outstanding of conversion into, subscription for, and other
acquisition of, Ordinary Shares.
10.2 The Company shall not capitalise any profits or reserves other than by
way of a capitalisation issue made only to the Ordinary Shareholders
in the form of fully paid Ordinary Shares and (if so extended) in like
proportions to the holders of any other class of equity share capital
of the Company in the form of fully paid Ordinary Shares or shares of
such other class of equity share capital, or by reason only of a
holder of Ordinary Shares wholly or partially foregoing his
entitlement to a cash dividend and in lieu thereof the Company making
an issue to him of fully paid Ordinary Shares by way of capitalisation
of an amount standing to the credit of the profit and loss account or
any reserve equal to the amount of the cash dividend foregone.
10.3 The Company shall not create or permit to be in issue any equity share
capital which as regards voting, dividends, other distributions or
return of capital has more favourable rights than those attached to
the Ordinary Share capital or any loan capital which by its terms is
convertible into, or exchangeable for, or carries rights of
subscription for any such equity share capital and (without prejudice
to the right of the Company to consolidate or sub-divide shares or
convert shares into stock) it shall not, without the prior written
consent of the Warrantholders, in any way alter the rights attached to
all or any part of its equity share capital in issue from time to time
or attach any special rights, privileges or restrictions thereto or
convert any issued share or loan capital into equity share capital
except in accordance with the terms of issue thereof.
10.4 The Company shall not do any act or thing if, in consequence, the
aggregate nominal amount of Ordinary Shares which would fall to be
issued on exercise of each Warrant would exceed the Subscription
Price.
10.5 The Company shall send to all Warrantholders:
(a) a copy of every consolidated balance sheet and profit and loss
account of the Company and of every report and other documents
required by law to be annexed thereto together with a copy of the
Auditor's report; and
(b) a copy of every notice, circular or other document sent by the
Company to the holders of Ordinary Shares
in each case at the time of issue thereof to the shareholders of the
Company.
10.6 Save where the Company's entire issued share capital is the subject of
an unconditional offer, the Company will (taking into account the
fiduciary duties of the directors of the Company) use its best
endeavours:
(a) for so long as any Warrant remains outstanding, to maintain a
Listing for the Ordinary Shares; and
(b) to ensure that all the Ordinary Shares allotted on exercise of
the Warrants will, upon allotment, be admitted for Listing.
Provided that (i) in the event that the Listing is not to be
maintained (except in such circumstances as referred to elsewhere in
Clause 10.6) consent is sought from the Warrantholders, such consent
not to be unreasonably withheld or delayed and (ii) in such an event
the Company and the Warrantholders shall use reasonable endeavours to
agree that the Company shall enter into a new form of warrant
instrument conferring on the Warrantholders comparable rights and
obligations as set out herein, amended to reflect the private status
of the Company.
10.7 The Company will notify the Warrantholders forthwith upon the
announcement of an ordinary offer (as defined in Condition 9.1) or
upon the giving of notice summoning a meeting to consider any scheme
of arrangement (as referred to in Condition 9.2).
EXECUTED as a DEED by )
LONDON PACIFIC GROUP LIMITED )
acting by: )
Director .........................................
Director/Secretary .........................................
EDINBURGH
OUR REF MAKP/SMK/BAN.13.559/CAR
DATE 14 February 2003
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WARRANT INSTRUMENT
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LONDON PACIFIC GROUP LIMITED
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DX EDINBURGH BOX NO 137 TEL 0000 000 0000
FAX 0000 000 0000
