KEA PETROLEUM PLC THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Kea Petroleum plc, please forward this document and the accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
(Incorporated and registered in England and Wales with Registered Number 7023751)
NOTICE OF GENERAL MEETING PROPOSALS FOR DISPOSAL OF ASSETS ADOPTION OF INVESTING POLICY REORGANISATION OF SHARE CAPITAL GRANT OF AUTHORITY TO ALLOT SHARES DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS
A General Meeting will be held at the Company's offices at 1st Floor, 5-8 The Sanctuary, London SW1P 3JS on 13 July 2015 at 12 noon. A Form of Proxy for the General Meeting is enclosed and should be completed and returned as soon as possible. To be valid, it must reach the Company's registrars, Capita Asset Services, no later than 48 hours before the meeting, being 12 noon on 11 July 2015. Completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting in person, should you so wish.
DEFINITIONS
In this document, the following expressions shall have the following meanings, unless the context otherwise requires:
"AIM Rules" the AIM Rules for Companies published by London Stock
Exchange PLC;
"AIM" the market of that name operated by London Stock
Exchange PLC;
the "Board" or the "Directors" the directors of the Company listed on page 4;
"Caliera" Caliera Fund Limited, a New Zealand company, the proposed purchaser of KPL's interest in the JV;
"Company" or "Kea" Kea Petroleum PLC;
"Deferred Shares" the Existing Deferred Shares and the New Deferred
Shares;
"Disposals" the JV Disposal and the NER Disposal;
"Existing Deferred Shares" the issued deferred shares of 9p each in the capital of the Company;
"Existing Ordinary Shares" the issued ordinary shares of 1p each in the capital of the Company;
"General Meeting" the general meeting of Shareholders convened for
13 July 2015, notice of which is set out on pages 10 to
12 of this document;
"Group" Kea and its subsidiaries;
the "Investing Policy" the Company's proposed investing policy described in this document;
"JV" the joint venture between KPL and MEO regarding
PEP51153;
"JV Disposal" the proposed disposal of KPL's interest in the JV to
Caliera as described in this document;
"KEL" Kea Exploration Limited, a wholly owned subsidiary of the Company incorporated in New Zealand;
"KPL" Kea Petroleum Limited, a wholly owned subsidiary of the Company incorporated in New Zealand;
"MEO" MEO New Zealand Pty Limited, KPL's joint venture partner in the JV;
"NER" New Endeavour Resources Pty Limited, a New Zealand company, the proposed purchaser of PEP381204;
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"NER Disposal" the proposed disposal of KEL's interest in petroleum exploration permit PEP381204 to NER as described in this document;
"New Deferred Shares" the deferred shares of 0.9p each arising on the Proposed
Reorganisation;
"New Ordinary Shares" the ordinary shares of 0.1p each arising on the Proposed
Reorganisation;
"NZPAM" New Zealand Petroleum and Minerals, part of the New Zealand Ministry of Business Innovation and Employment;
"Proposed Reorganisation" the proposed reorganisation of the Company's share capital described in this document;
"Record Date" the record date for the Proposed Reorganisation, being
5p.m. on 13 July 2015;
"Shareholders" holders of the Existing Ordinary Shares;
"Takeover Code" the City Code on Takeovers and Mergers.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2015
Posting of the Notice of GM and form of proxy 26 June Latest time and date for receipt of forms of proxy 12 noon on 11 July General Meeting of the Company 12 noon on 13 July Record date 5pm on 13 July
Share reorganisation becomes effective 14 July
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(Incorporated in England and Wales with Registered Number 7023751)
Directors: Registered Office:
Ian Gowrie-Smith (Executive Chairman) 1st Floor David Lees (Executive Director) 5-8 The Sanctuary Peter Wright (Finance Director) London John Bentley (Non-Executive Director) SW1P 3JS Peter Mikkelsen (Non-Executive Director)
26 June 2015
Dear Shareholder
Proposed Disposal of Assets and Related Matters
Shareholders will be aware that trading in our shares on AIM was suspended on 26 May 2015 pending clarification of our financial position. This followed our ultimately unsuccessful efforts to raise £3 million of new equity capital to enable us to take further our drilling activities on our PEP51153 licence area in New Zealand.
As we stated at the time our efforts have continued to find alternative ways to secure the survival of the Company for the benefit of all shareholders and I am writing to you now to bring you up to date and to explain to you our proposals for the near future for Kea, including news of proposed asset disposals and a new investment policy.
Earlier today we announced that we had conditionally agreed to sell our 70% interest in PEP51153, the licence which includes the Puka wells and the Shannon prospect, to Caliera Fund Limited, a privately owned New Zealand company, for NZ$500,000 (approximately £222,550). That disposal, if consummated, represents a disposal of substantially the whole of the Company's assets, and will result in the Company being classified as an "investing company" under the AIM Rules for Companies, following an investment policy which must be approved by shareholders.
In addition we have entered a conditional heads of terms, subject to contract, to dispose of our interest in PEP381204, the licence which includes the Mauku prospect.
The net proceeds of the Disposals after costs will be applied in settlement of the Group's current creditors, and as working capital, but will not be sufficient to meet the ongoing costs of keeping the Company alive or delivering on its proposed investment policy. Accordingly we will be seeking to raise, through subscriptions by existing substantial shareholders (including directors and associate parties) and others, up to £1 million to cover ongoing costs of operations pending a new transaction constituting a reverse take-over which would be put to shareholders for approval in due course or otherwise implement its investing policy. To facilitate this fund raising we believe it is necessary to recognise the reduced value of the Company and the share price of the Company's shares immediately prior to suspension being below the current par value by reducing the par value of the ordinary shares to 0.1p per share from the existing figure of 1.0p per share.
The Company intends, dependent on the successful conclusion of the Proposed Reorganisation, and providing there is sufficient working capital from raising of further new funds, to seek to lift the suspension of the New Ordinary Shares to trading on AIM.
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The purpose of this letter is therefore:
● to give you more information regarding the Disposals and to seek your approval to them;
● to explain to you our proposed investing policy and to seek your agreement to it;
● to give you more details of the proposed share reorganisation;
● to seek your authority to issue further shares at a price not less than 0.1p per share to raise up to £1 million and to disapply the statutory pre-emption rights on such an issue.
Sale of Interest in PEP51153
Following an exhaustive marketing exercise conducted on the Company's behalf in the course of the strategic review announced in February 2015, Kea's subsidiary Kea Petroleum Limited has entered into an agreement with Caliera Fund Limited under which Caliera has agreed to acquire KPL's 70% interest in its joint venture with MEO New Zealand Pty Limited regarding PEP51153, the licence which includes the Puka wells and the Shannon prospect. The principal terms of the JV Disposal are as follows:
● Caliera will pay NZ$500,000 (approximately £222,550) for KPL's interest in the JV, payable in cash on completion of the Disposal (less any deposits paid on account as described below);
● Caliera will advance NZ$50,000 (approximately £22,255) against the purchase price provided KPL grants to Caliera as security for the advance a first charge over its assets and an assignment of its interest in the JV. Provided such security is granted Caliera will make further advances to ensure KPL can continue operations prior to completion of the JV Disposal;
● the JV Disposal is conditional upon:
- the waiver by MEO of its pre-emptive rights to acquire KPL's interest in the JV, which has now been granted, and its consent to KPL giving a first charge over its interest as referred to above;
- the consent of the appropriate Minister of the Crown, to the transfer of KPL's interest in
PEP51153 to Caliera pursuant to Section 41 of the Crown Minerals Act 1991;
- requisite shareholder approval from Shareholders to the Disposal; and
- clarification to the satisfaction of Caliera, as to the status under the Crown Minerals Act
1991 of the well drilled by the JV and known as Puka 3.
● if Shareholders do not approve the JV Disposal KPL will be required to refund the deposits paid on account of the purchase price and pay to Caliera a termination fee of NZ$250,000 (approximately £111,275) as full compensation for all costs (including opportunity costs) incurred by Caliera pending completion of the Disposal, or failure of a condition;
● KPL will not hold or continue discussions or negotiations with any other party in respect of the sale of its interest in the JV.
The JV has been responsible for exploration and development of PEP51153, including drilling and operating the Puka wells and preparatory work on the Shannon prospect. Production at Puka was suspended in January 2015. In the year to 31 May 2015 the directors estimate that the losses attributable to PEP51153 were NZ$15.6 million (approximately £6.9 million), on a going concern basis including a write-off of NZ$14.9 million (£6.6 million) of exploration expenditure in relation to the Douglas and Wingrove prospects. The value of KPL's interest in the JV in the books of the Company as at 30 November 2014 was £10.35 million.
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Caliera is a private company which was incorporated in New Zealand in 2013. Caliera is primarily focussed on oil and gas exploration and production.
As noted above, the conditional agreement to dispose of the Group's interest in PEP51153 is subject, inter alia, to the approval of the Company's shareholders and an appropriate resolution to that effect will be tabled at the forthcoming General Meeting.
Sale of interest in PEP381204
As a result of the marketing of the Company's New Zealand assets the Company's New Zealand subsidiary Kea Exploration Limited has entered into a heads of agreement, subject to contract, to assign its 100% interest in PEP381204, the licence which includes the Mauku prospect, to New Endeavour Resources (NZ) Limited on the following terms:
● a purchase price of US$500,000 (approximately £320,000) payable in cash within 3 months of
NZPAM approval to the assignment of PEP381204;
● KEL will retain the right to receive a royalty of two and one half per cent (2.5%) on all petroleum products sold which are produced on PEP381204;
● the agreement is currently non-binding and is subject to the execution of a formal assignment agreement between KEL and NER.
The NER Disposal is conditional upon NZPAM's approval to the assignment and to PEP381204 remaining compliant, which will require KEL to make an application for a Change of Conditions to the Permit Work Programme which is acceptable to NZPAM and to NER. The costs of the applications to NZPAM will be paid by NER.
The Company is currently in discussions with Methanex regarding an equitable share of any deal completed on PEP381204 in recognition of the JV agreement entered into between the Company and Methanex over the permit.
In the year ended 31 May 2015 the estimated losses attributable to PEP381204 were NZ$47,500 (approximately £21,000). The asset was fully written down in the Company's balance sheet at that date.
NER is a private company which was incorporated in New Zealand in 2010. NER's directors each have in excess of 30 years of international experience in exploration and development. NER was awarded PEP57070, an offshore Taranaki Exploration Permit, in 2014 and is continuing to build a portfolio of conventional opportunities. NER's strategy is to realise reserves in areas where complex geology hinders formation evaluation.
Investing Policy
On completion of the JV Disposal, the Company will be deemed to be an 'investing company' for the purposes of the AIM Rules, and will have one year in which to make an acquisition which will constitute a 'reverse takeover', or otherwise discharge its investing policy. For the Company to remain on AIM until such an acquisition its investing policy must first be approved by shareholders.
The Board proposes that the Company's Investing Policy should be to invest in and/or acquire companies and/or projects with potential for growth. The Directors will focus on making investments in the industry sectors with which they are most familiar, which in addition to the resources sector include technology, life sciences, property, leisure and hospitality. The overriding criterion however will be the potential for creating value for shareholders. The geographical focus will primarily be in regions in the world that the Board considers valuable opportunities exist and potential returns can be achieved.
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Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board level, add their expertise to the management of the business, and utilise their industry relationships and access to finance.
The Company's interests in a proposed investment and/or acquisition may range from a minority position to full ownership and may comprise one investment or multiple investments. The proposed investments may be in either quoted or unquoted companies; be made by direct acquisitions or farm- ins; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or projects. The Board may focus on investments where intrinsic value may be achieved from the restructuring of investments or merger of complementary businesses.
The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate a potentially attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that any investment may be held. The Company may be both an active and a passive investor depending on the nature of the individual investment.
There is no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover under the AIM Rules. The Board intends to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.
Where the Company builds a portfolio of related assets it is possible that there may be cross holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Board may also offer New Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.
Investments may be made in all types of assets and there will be no investment restrictions on the type of investment that the Company might make nor the type of opportunity that may be considered.
The Company may consider possible opportunities anywhere in the world.
The Board will conduct initial due diligence appraisals of potential business or projects and, where they believe further investigation is warranted, intend to appoint appropriately qualified persons to assist. The Board believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The Company will not have a separate investment manager.
A resolution approving the Company's proposed investing policy will be proposed at the forthcoming
General Meeting.
Funding and Share reorganisation
The Directors do not believe it is possible to raise funds for the Company at or near the current par value of the Company's ordinary shares of 1p, which would value the company at approximately
£1 million. The Directors believe that they need the flexibility to issue shares at a lower price to secure
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the equity finance necessary to maintain the Company's AIM quotation and discharge its existing liabilities to its creditors and suppliers. English company law does not allow the issue of shares at a price less than the par value and accordingly the Board has concluded that it is necessary to reduce the par value of the Company's ordinary shares.
Share Capital Reorganisation
As at 24 June 2015, being the latest practicable date prior to the publication of this document, the total issued share capital of the Company was £9,393,618.70 divided into 93,936,187 Existing Ordinary Shares and 93,936,187 Existing Deferred Shares.
It is proposed that to effect the Proposed Reorganisation each Existing Ordinary Share will be subdivided and converted into one New Ordinary Share of 0.1p and one New Deferred Share of
0.9 pence.
Ordinary Shares
As a consequence of, and immediately following, the Proposed Reorganisation becoming effective, each Shareholder's holding of New Ordinary Shares will be equal to the number of Existing Ordinary Shares held by them on the Record Date and each Shareholder's proportionate interest in the Company's issued ordinary share capital will, and thus the aggregate value of their holding should, remain unchanged as a result of the proposed Reorganisation.
The New Ordinary Shares will continue to carry the same rights as attached to the Existing Ordinary
Shares.
The last day of trading on AIM in the Existing Ordinary Shares is expected to be 13 July 2015 although it is anticipated that the shares will remain suspended as at that time.
If approved, following the Proposed Reorganisation becoming effective taking into account Admission as set out above, and assuming no shares are issued between 24 June 2015 (being the latest practicable date prior to the printing of this document) and the date the Proposed Reorganisation becomes effective (expected to be 8.00 am 14 July 2015), the Company's issued ordinary share capital will comprise 93,936,187 New Ordinary Shares.
Share certificates representing the Existing Ordinary Shares will remain valid in respect of the New Ordinary Shares and new certificates will not be issued. No adjustment will be made to the CREST accounts of Shareholders who hold their entitlement to Existing Ordinary Shares in uncertificated form.
New Deferred Shares
The New Deferred Shares will rank pari passu in all respects with the Existing Deferred Shares. They will be effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of Deferred Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of Ordinary Shares have received a payment of
£10,000,000 on each such share. The Deferred Shares will not be listed or traded on AIM and will not be transferable without the prior written consent of the Board. No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of shareholders be credited in respect of any entitlement to Deferred Shares.
Authority to issue shares
In order to be able to raise the funds which the Directors consider Kea needs to be able to continue as a going concern, the Company will require authority from Shareholders to allow for the creation and issue of up to 100 million new ordinary shares following the Proposed Reorganisation.
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Authority to allot shares
Under the provisions of the Companies Act 2006, the Directors of the Company may only allot or grant rights over unissued shares if authorised to do so by the Company's articles of association or by its shareholders in a general meeting. Resolution 4, to be proposed as an ordinary resolution, will provide the Directors with an authority to allot or grant rights over new ordinary shares with a nominal value of £1,000,000. If given, the authority will expire on the earlier of 30 November 2015 or the date of the Annual General Meeting in 2015, unless revoked or varied by the Company from time to time in a subsequent general meeting.
Disapplication of pre-emption rights
Resolution 5 grants the Directors authority to allot equity securities for cash, without the need first to offer such shares to existing shareholders. The proposed limit on the nominal value of the equity securities that may be allotted for cash is £1,000,000. Resolution 5 is to be proposed as a special resolution. This means that for the resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Conclusion of Formal Sale Process
In connection to the proposed disposals of PEP51153 and PEP381204, the Board has decided to terminate the Formal Sale Process as defined in the Takeover Code. Therefore the Company is no longer in an "offer period" under the Takeover Code.
Recommendation
The Company's unallocated cash resources are now almost totally depleted and without additional funds it will not be able to continue. The Directors believe that the prospects of receiving new investment will be enhanced by the Disposals and by the adoption of the Investment Policy but will need additional funds to enable the discharge of that policy. If Shareholders do not approve all of the resolutions to be proposed at the General Meeting the Directors believe they will have no alternative but to settle the Company's creditors from the Company's remaining cash resources and commence the liquidation of the Company.
Accordingly the Directors unanimously recommend that shareholders vote in favour of all the resolutions to be proposed at the General Meeting, as they and those persons connected with them intend to do in relation to their Ordinary Shares (representing 15.66 % of Kea's existing ordinary share capital).
Yours sincerely
Ian Gowrie-Smith
Executive Chairman
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(Company Number 7023751)
Notice of General Meeting
Notice is hereby given that a General Meeting of Kea Petroleum plc (the "Company") will be held at the offices of the Company at 1st Floor, 5-8 The Sanctuary, London, SW1P 3JS on 13 July 2015 at
12 noon to transact the following business, of which Resolutions 1 to 4 will be proposed as ordinary resolutions and Resolution 5 as a special resolution:
1. THAT the disposals by the Company of its 70% interest in petroleum exploration permit PEP51153 to Caliera Fund Limited, and of its 100% interest in petroleum exploration permit PEP381204 to New Endeavour Resources Pty Limited substantially on the terms set out in the Company's circular to shareholders dated 26 June 2015 be and they are hereby approved.
2. THAT the Company's proposed investing policy set out in the Company's circular to shareholders dated 26 June 2015 be and it is hereby approved.
3. THAT, subject to and conditional on the admission of the New Ordinary Shares (as defined below) to trading on the AIM Market of the London Stock Exchange becoming effective each of the ordinary shares of 1p in the capital of the Company ("Existing Ordinary Shares") be and it is hereby subdivided and converted into one ordinary share of 0.1p in the capital of the Company, having the same rights and being subject to the same restrictions and ranking on the same basis as the Existing Ordinary Shares (each a "New Ordinary Share"), and one deferred share of 0.9 pence (each a "Deferred Share"), having the rights and being subject to the restrictions attaching to Deferred Shares in accordance with the amendments to the Articles of Association of the Company effected on 28 November 2014.
4. THAT, subject to Resolution 3 in the notice of General Meeting being passed without amendment, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"), in substitution for all previous powers granted to them (but without prejudice to the continuing power of the Directors to allot shares in the Company and to grant Rights pursuant to an offer or agreement made by the Company before the date this resolution is passed) up to a maximum aggregate nominal amount of £1 million and provided that such authority shall expire on the earlier of the conclusion of the next following Annual General Meeting of the Company or 30 November 2015 unless and to the extent that such authority is renewed or extended prior to such date so that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted in pursuance of such offer or agreement as if the authority conferred hereby had not expired. This authority is without prejudice to the continuing authority of the Directors to allot relevant securities in pursuance of an offer or agreement made before the expiry of the authority pursuant to which such offer or agreement was made.
5. THAT, subject to Resolutions 3 and 4 in the notice of General Meeting being passed without amendment, the Directors be and they are hereby empowered pursuant to section 570 of the Act in substitution for all such powers previously given (but without prejudice to the continuing power of the Directors to allot equity securities pursuant to an offer or agreement made by the Company before the date this Resolution is passed) to allot equity securities (within the meaning of section 560 of the Act) pursuant to the authority for the purposes of section 551 of the Act conferred by Resolution 5, as if section 561 of the Act did not apply to such allotment provided that this power shall expire on the earlier of the conclusion of the next following Annual General
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Meeting of the Company or 30 November 2015 unless and to the extent that such authority is renewed or extended prior to such date so that the Company may before such expiry make an offer or agreement which would or might require the Directors to allot equity securities in pursuance of such an offer as if the authority conferred hereby had not expired.
BY ORDER OF THE BOARD
David Smith
Secretary
26 June 2015
Registered Office:
5-8 The Sanctuary
London
SW1P 3JS
EXPLANATORY NOTES
1. Entitlement to attend and vote
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:
● 12 noon on 11 July 2015; or,
● if this General Meeting is adjourned, at 12 noon on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.
2. Appointment of proxies
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 Annual General 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.
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.
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, you may photocopy the proxy form provided and submit all such forms to Capita Asset Services.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
3. Appointment of proxy using hard copy proxy form
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 Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU; and
● received by Capita Asset Services no later than 12 noon on 11 July 2015.
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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.
4. Appointment of proxy by joint members
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).
5. Changing proxy instructions
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Asset Services.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
6. Termination of proxy appointments
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment as above. In the case of a member which is a company, the revocation notice 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 revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Capita Asset Services no later than 12 noon on 11 July 2015. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
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.
7. Issued shares and total voting rights
As at 6 pm on 24 June 2015, the Company's issued ordinary share capital comprised 93,936,187 ordinary shares of 1p each. Each ordinary share carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights in the Company as at 6 pm on 24 June 2015 is 93,936,187.
8. Communication
Except as provided above, members who have general queries about the Meeting should please contact Capita Asset Services on 0371 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. No other methods of communication will be accepted.
You may not use any electronic address provided either in this Notice of General Meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.
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