Share transfer restrictions
The following information is disclosed in accordance with Rule 26 of the AIM Rules:
The Company may decline to register any transfer of Ordinary Shares to a person whose holding of Ordinary Shares would, in the conclusive determination of the Board, cause or be likely to cause a pecuniary, tax, legal, regulatory or material administrative disadvantage to the Company or its Shareholders as a whole in any jurisdiction.
The Company may require the transfer of any Ordinary Shares and compulsorily redeem or require the transfer of any Ordinary Shares in issue if, in the conclusive determination of the Board, they are being held directly or indirectly by any person in breach of any law or requirement of any country or governmental authority or that, in the opinion of the Board, the tax status or residence of the Company is or may be prejudiced or the Company may suffer any pecuniary disadvantage, the Company would be required to comply with any registration or filing requirements in any jurisdiction with which it would otherwise not be required to comply or the assets of the Company may be deemed to be “plan assets” for the purposes of the United States Employee Retirement Income Security Act of 1974 (as amended), the Company may be required to register as an “investment company” under the United States Investment Company Act of 1940 (as amended), or any other material administrative disadvantage to the Company or its Shareholders may ensue.
The Company has the right to require by notice the transfer of shares held directly or indirectly or beneficially by any person in breach of any law or requirement of any country or governmental authority (a “Non Qualifying Person”) such that, in the opinion of the Board, the tax status or residence of the Company is or may be prejudiced, or the Company may suffer any pecuniary or other disadvantage (including any excise tax, penalties or liabilities under ERISA), or the Company would be required to comply with any registration, filing or other material administrative requirements in any jurisdiction, with which it would not otherwise be required to comply, or may result in the assets of the Company being deemed to be “plan assets” for the purposes of ERISA, or may require the registration of the Company as an “investment company” under the United States Investment Company Act 1940 (the “Investment Company Act”), or any other material administrative or other disadvantage to the Company or its Shareholders may ensue. The Board may direct the Non Qualifying Person to transfer his shares to a person who is qualified to hold them and would not by reason of a transfer become non qualifying.
Until such transfer is effected, the holder of such shares will not be entitled to any rights or privileges attaching to such shares. If the required transfer is not effected within 30 days after service of a notice to do so and the person directed to transfer his shares has not established to the satisfaction of the Board (whose judgement shall be final and binding) that he is not a Non Qualifying Person, the shares concerned may be compulsorily redeemed or sold by the Company on behalf of the holder of such shares. The redemption or sale price will be the Net Asset Value per share as at the Valuation Day last preceding the date of transfer or redemption (as the case may be).
In order to give effect to the foregoing restrictions, the Company may, at any time, require certification or other evidence from any transferee of Shares as to whether such transferee is or is not (or is or is not acquiring the shares for the account or benefit of) (a) a U.S. Person, or (b) a person holding or beneficially owning shares (or other securities of the Company) comprising ten per cent or more of the outstanding voting securities of the Company in circumstances where the beneficial ownership of such shares or securities could be attributed to the holders of that person's outstanding securities under the provisions of Section 3(c)(1)(A) of the Investment Company Act, or (c) acquiring the shares with a view to offering or selling such shares within the United States or to U.S. Persons.
A person who, by reason of any restriction is not qualified to acquire or ceases to be qualified to hold all or any of his shares or who becomes aware that he is holding or owning shares in breach of any law of any country or governmental authority or by virtue of any such law he is not qualified to hold such shares, or that such holding will, or is likely to, cause a pecuniary, tax, legal, regulatory or material administrative disadvantage to the Company or to any Shareholder, must transfer such shares to a person who is not prohibited or otherwise disqualified from holding such shares.
The Company may at any time and from time to time call upon any holder of shares to provide such information and evidence as it shall require upon any matter connected with, or in relation to, such holder of shares. If such information and evidence is not provided within fourteen days, the Company may treat such person as a Non Qualifying Person and apply the transfer provisions applicable to a Non Qualifying Person.