Transfer of Shares
Lock-in and “Orderly Marketing” Arrangements
Raymond Mould, Patrick Vaughan and Humphrey Price have undertaken not to dispose of any ordinary shares in the Company for so long as KBC Peel Hunt remains nominated adviser or broker to the Company for the purposes of the AIM Rules, other than through KBC Peel Hunt and subject to various other exceptions further details of which are disclosed in paragraph 11.1 in Part 7 of the Admission Document.
GE Asset Management Incorporated (acting in its capacity as investment manager of the General Electric Pension Trust) and Rupert Evans have each agreed to comply with similar lock-in arrangements.
References to ‘ordinary shares’ in relation to the lock-in and orderly marketing arrangements include (i) interests in ordinary shares and (ii) derivatives and other financial products whose value is wholly or mainly determined by reference to the market price or value of an ordinary share of the Company.
Restrictions on purchase by certain US benefit plan investors
Prospective investors who are “benefit plan investors” within the meaning of Section 3(42) of the United States Employee Retirement Income Security Act of 1974, as amended (”ERISA“) are hereby notified that if they become aware that they are holding or owning (directly or indirectly) such number of shares or interest in shares in the Company that, in the opinion of the Directors, results in (a) 25 per cent. or more of the issued share capital of the Company being held by “benefit plan investors” or (b) any asset of the Company or its subsidiaries from time to time being “plan assets” within the meaning of United States Department of Labor Regulation 29 C.F.R. Section 2510 101, as modified by Section 3(42) of ERISA, they must disclose this fact to the Company and transfer such shares to another person in circumstances where the shares will cease to fall within sub-paragraphs (a) and (b) above. See the provisions in respect of “Compulsory transfer of shares” in paragraph 4.3 of Part 7 of the Admission Document.
