Exhibit 1.1
Company No. 3888792
MEMORANDUM
(As altered by Written Resolutions
passed on 19 May 2000 and 4 July 2000)
AND
ARTICLES OF ASSOCIATION
(As adopted by Written Resolution passed on 4 July 2000
and amended by Special Resolutions passed on 21 May 2001,
20 May 2002, 19 May 2003, 17 May 2004 and 25 May 2005)
OF
GlaxoSmithKline plc
Company No. 3888792
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
GlaxoSmithKline plc
Passed: 21st May 2001
At the FIRST ANNUAL GENERAL MEETING of the Company held on Monday, 21ST May 2001, the following resolutions were duly passed as a SPECIAL RESOLUTIONS:-
20 | Authority to allot ordinary shares |
THAT the Directors be and they are hereby generally and unconditionally authorised in substitution for all subsisting authorities to exercise all powers of the company to allot relevant securities (within the meaning of Section 80 of the Act) up to an aggregate nominal amount of £519 million, which authority shall expire at the end of Annual General Meeting of the company in 2006 or, if earlier, on 20th May 2006 (unless previously revoked or varied by the company in general meeting) provided that this authority shall be without prejudice to any allotments of relevant securities made prior to the date of the company’s first Annual General Meeting pursuant to the authority conferred by the shareholders of the company on 19th May 2000. |
21 | Disapplication of pre-emption rights |
THAT the Directors be and are hereby empowered pursuant to Section 95 of the Act to allot equity securities (within the meaning of the Act) pursuant to the authority conferred by Resolution 20 above as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment, other than allotments in connection with a rights issue (as defined in Article 12.5 of the company’s Articles of Association), of equity securities up to an aggregate nominal amount of £77 million and shall expire at the end of the next Annual General Meeting of the company or, if earlier, on 20th August 2002. | |
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22 | Purchase of own shares by the company |
THAT the company be and is hereby generally and unconditionally authorised for the purposes of Section 166 of the Act to make market purchases (within the meaning of Section 163 of the Act) of its own Ordinary Shares of 25p each provided that: | |
(a) | the maximum number of Ordinary Shares hereby authorised to be purchased is 623 million; |
(b) | the minimum price which may be paid for each Ordinary Share is 25p; |
(c) | the maximum price which may be paid for each Ordinary Share is an amount equal to 105 per cent of the average of the middle market quotations for the company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Shares are contracted to be purchased; and |
(d) | the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the company to be held in 2002 or, if earlier, on 20th November 2002 (provided that the company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry). |
Simon Bicknell Company Secretary | |
2 |
Company No. 3888792
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
GlaxoSmithKline plc
Passed: 20th May 2002
At the SECOND ANNUAL GENERAL MEETING of the Company held on Monday, 20th May 2002, the following resolutions were duly passed as a SPECIAL RESOLUTIONS:-
7 | Disapplication of pre-emption rights |
THAT for the purposes of Article 12 of the Company's Articles of Association the Directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of the Act) pursuant to the authority conferred by Resolution 20 passed at the Annual General Meeting held on 21st May 2001, as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited | |
(a) | to the allotment of equity securities in connection with a rights issue (as defined in Article 12.5 of the Company’s Articles of Association); |
(b) | to the allotment (otherwise than pursuant to sub paragraph (a) above) of equity securities up to an aggregate normal amount of £77million, |
and shall expire at the end of the next Annual General Meeting of the Company to be held in 2003 or, if earlier, on 19th November 2003. |
8 | Purchase of own shares by the Company |
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 166 of the Act to make market purchases (within the meaning of section 163 of the Act) of its own Ordinary Shares of 25p each provided that: | |
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(a) | the maximum number of Ordinary Shares hereby authorised to be purchased is 617 million; |
(b) | the minimum price which may be paid for each Ordinary Share is 25p; |
(c) | the maximum price which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for the Company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and |
(d) | the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the Company to be held in 2003 or, if earlier, on 19th November 2003 (provided that the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry). |
Simon Bicknell Company Secretary | |
Company No. 3888792
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
GlaxoSmithKline plc
Passed: 19th May 2003
At the THIRD ANNUAL GENERAL MEETING of the Company held on Monday, 19th May 2003, the following resolutions were duly passed as a SPECIAL RESOLUTIONS:-
16 | Disapplication of pre-emption rights |
THAT for the purposes of Article 12 of the company’s Articles of Association the Directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of the Act) pursuant to the authority conferred by Resolution 20 passed at the Annual General Meeting held on 21st May 2001, as if section 89(1) of the Act did not apply to such allotment, provided that this power shall be limited:
(a) | to the allotment of equity securities in connection with a rights issue (as defined in Article 12.5 of the company’s Articles of Association); and |
(b) | to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £75 million, and shall expire at the end of the next Annual General Meeting of the company to be held in 2004 or, if earlier, on 18th November 2004. |
17 | Purchase of own shares by the company |
THAT the company be and is hereby generally and unconditionally authorised for the purposes of section 166 of the Act to make market purchases (within the meaning of section 163 of the Act) of its own Ordinary Shares of 25p each provided that:
(a) | the maximum number of Ordinary Shares hereby authorised to be purchased is 600 million; |
(b) | the minimum price which may be paid for each Ordinary Share is 25p; |
(c) | the maximum price which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for the company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and |
(d) | the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the company to be held in 2004 or, if earlier, on 18th November 2004 (provided that the company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry). |
Simon Bicknell Company Secretary | |
Company No. 3888792
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
GlaxoSmithKline plc
Passed: 17th May 2004
At the FOURTH ANNUAL GENERAL MEETING of the Company held on Monday, 17th May 2004, the following resolutions were duly passed as a SPECIAL RESOLUTIONS:-
11 | Disapplication of pre-emption rights (Special resolution) | |
THAT for the purposes of Article 12 of the company’s Articles of Association the Directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94 of the Act) for cash pursuant to the authority conferred by Resolution 20 passed at the Annual General Meeting held on 21st May 2001 which expires at the end of the company’s Annual General Meeting in 2006 or, if earlier, on 20th May 2006, and / or where such allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Act as if section 89 (1) of the Act did not apply to such allotment, provided that this power shall be limited: | ||
(a) | to the allotment of equity securities in connection with a rights issue (as defined in Article 12.5 of the company’s Articles of Association) provided that an offer of equity securities pursuant to any such rights issue need not be open to any shareholder holding ordinary shares as treasury shares; and | |
(b) | to the allotment (otherwise than pursuant to subparagraph (a) above) of equity securities up to an aggregate nominal amount of £74,330,954, | |
and shall expire at the end of the next Annual General Meeting of the company to be held in 2005 or, if earlier, on 16th November 2005. | ||
12 | Purchase of own shares by the company (Special resolution) | |
THAT the company be and is hereby generally and unconditionally authorised for the purposes of section 166 of the Act to make market purchases (within the meaning of section 163 of the Act) of its own Ordinary Shares of 25p each provided that: | ||
(a) | the maximum number of Ordinary Shares hereby authorised to be purchased is 594,647,632; | |
(b) | the minimum price which may be paid for each Ordinary Share is 25p; | |
(c) | the maximum price which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for the company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and | |
(d) | the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the company to be held in 2005 or, if earlier, on 16th November 2005 (provided that the company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry). | |
Simon Bicknell Company Secretary | |
Company No. 3888792
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
GlaxoSmithKline plc
Passed: 25th May 2005
At the FIFTH ANNUAL GENERAL MEETING of the Company held on Wednesday, 25th May 2005, the following resolutions were duly passed as a SPECIAL RESOLUTIONS:-
13 | Disapplication of pre-emption rights (Special resolution) |
THAT for the purposes of Article 12 of the company’s Articles of Association the Directors be and are hereby empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94 of the Act) for cash pursuant to the authority conferred by Resolution 20 passed at the Annual General Meeting held on 21st May 001 which expires at the end of the company's Annual General Meeting n 2006 or, if earlier, on 20th May 2006, and / or where such allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Act as if section 89(1) of the Act did not apply to such allotment, provided that this power shall be limited: | |
(a) to the allotment of equity securities in connection with a rights issue (as defined in Article 12.5 of the company’s Articles of Association) provided that an offer of equity securities pursuant to any such rights issue need not be open to any shareholder holding ordinary shares as treasury shares; and | |
(b) to the allotment (otherwise than pursuant to subparagraph (a)above) of equity securities up to an aggregate nominal amount of £73,301,955, | |
and shall expire at the end of the next Annual General Meeting of the company to be held in 2006 or, if earlier, on 24th November 2006. | |
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14 | Purchase of own shares by the company (Special resolution) |
THAT the company be and is hereby generally and unconditionally authorised for the purposes of section 166 of the Act to make market purchases (within the meaning of section 163 of the Act) of its own Ordinary Shares of 25p each provided that: | |
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 586,415,642; | |
(b) the minimum price which may be paid for each Ordinary Share is 25p; | |
(c) the maximum price which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for the company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and | |
(d) the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting of the company to be held in 2006 or, if earlier, on 24th November 2006 (provided that the company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry). | |
15 | Insertion of new Article 48A into the Articles of Association (Special resolution) |
THAT the Articles of Association of the company be amended by inserting a new Article 48A as follows: | |
“48A. Resolutions of members at Annual General Meetings | |
48A.1 If, on or before, 31st January in any year any members shall, in accordance with section 376 of the Act, require the Company, in relation to the Annual General Meeting to be held in that year, to give notice of a resolution which may properly be moved or to circulate a statement in acceptable form, the company shall circulate that resolution or statement with the notice of the Annual General Meeting without cost to the requisitionists. | |
48A.2 If any requisition is made in accordance with section 376 of the Act after 31st January in any year and prior to the annual general meeting to be held in that year, the Company shall require that the requisitionists deposit or tender a sum sufficient to meet the Company’s reasonable expenses in complying with such requisition.” | |
16 | Deletion of Article 154.2 of the Articles of Association (Special resolution) |
THAT the Articles of Association of the company be amended by the deletion of Article 154.2 and the consequential re-numbering of Article 154.3 as Article 154.2. | |
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17 | Amendment to Article 81 of the Articles of Association (Special resolution) |
THAT the Articles of Association of the company be amended by amending Article 81 so that it reads as follows: | |
“A proxy or an Appointed Proxy may speak at a meeting.” |
Simon Bicknell | |
Company Secretary | |
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THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
Memorandum of Association
of
GlaxoSmithKline plc
(as altered by Written Resolutions passed on 19 May 2000 and 4 July 2000)
1 | The Company’s name is “GlaxoSmithKline plc”.(1) |
2 | The Company is to be a public company. |
3 | The registered office of the Company will be situate in England. |
4 | The Company’s objects are: |
4.1 | To acquire and hold the whole or any part of the share capital of Glaxo Wellcome plc. and of the share capital of SmithKline Beecham plc. whether directly or through any subsidiary and generally to carry on business as an investment holding company and for that purpose to acquire debenture stock, bonds, notes, options, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world and to exercise and enforce all rights and powers conferred by or incidental to the ownership of any such shares, stock, obligations or other securities including, without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred or capable of exercise whether by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof or otherwise and to provide managerial, financial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested and all or any part of the businesses or operations of any such company upon such terms as may be thought fit. |
4.2 | To carry on business as a general commercial company and to carry on any trade or business or activity of any nature whatsoever which may seem to the directors to be capable of being conveniently or advantageously carried on, or to be expedient with a view to directly or indirectly enhancing the value of or to rendering profitable or more profitable any of the Company’s assets or utilising or developing its skills, know-how or expertise. |
(1)The Company was incorporated as Trushelfco (no. 2577) on 6 December 1999. | |
On 14 January 2000 the Company’s name was changed to Glaxo SmithKline Limited. On 22 May 2000, the Company was re-registered as a public company with the name Glaxo SmithKline plc. On 21 June 2000, the Company’s name was changed to GlaxoSmithKline plc. | |
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4.3 | To subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any shares or other securities or investments of any nature whatsoever, and any options or rights in respect thereof or interests therein, and to buy and sell foreign exchange. |
4.4 | To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments or securities. |
4.5 | To amalgamate or enter into partnership or any joint venture or profit/loss-sharing arrangement or other association with any company, firm, person or body. |
4.6 | To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, firm, person or body carrying on any business which the Company is authorised to carry on or possessed of any property suitable for the purposes of the Company. |
4.7 | To promote, or join in the promotion of, any company, whether or not having objects similar to those of the Company. |
4.8 | To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit and in particular by mortgage and charges upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by the creation and issue of debentures, debenture stock or other securities of any description. |
4.9 | To advance, lend or deposit money or give credit to or with any company, firm or person on such terms as may be thought fit and with or without security. |
4.10 | To guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by all or any such methods, for the performance of any contracts or obligations, and the payment of capital or principal (together with any premium) and dividends or interest on any shares, debentures or other securities, of any person, firm or company including (without limiting the generality of the foregoing) any company which is for the time being a holding company of the Company or another subsidiary of any such holding company or is associated with the Company in business. |
4.11 | To issue any securities which the Company has power to issue for any other purpose by way of security or indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by the Company. |
4.12 | To procure the registration, recognition or incorporation of the Company in or under the laws of any territory outside England. |
4.13 | To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any purpose which may be considered likely directly or indirectly to further the interests of the Company or of its members. |
4.14 | (i) To establish and maintain or contribute to any pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time in the employment or service of the Company or of any associated company, or who are or were at any time directors or officers of the Company or of any associated company, and the wives, widows, families and dependants of any such individuals; to establish and subsidise or subscribe to any institutions, associations, clubs or funds which may be considered likely to benefit any such persons or to further the interests of the Company or of any associated company; and to make payments for or towards the insurance of any such persons. |
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(ii) To establish and maintain, and to lend or contribute to, any scheme for encouraging or facilitating the holding of shares or debentures or other securities in the Company or any associated company by or for the benefit of its employees or former employees, or those of any associated company, or by or for the benefit of such other persons as may for the time being be permitted by law, or any scheme for sharing profits with its employees or those of its associated companies, and (so far as for the time being permitted by law) to lend money to employees of the Company or of any associated company with a view to enabling them to acquire shares in the Company or any associated company. | ||
(iii) (a) To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees or auditors of the Company, or of any associated company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any associated company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to the Company or associated company or pension fund and (b) to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability. | ||
(iv) In this paragraph 4.14: | ||
(a) an “associated company” is any company (i) which is the Company’s holding company or (ii) in which the Company or its holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or (iii) which is in any way allied to or associated with the Company or its holding company or any of the predecessors of the Company or of such holding company, or (iv) which is a subsidiary undertaking of any other associated company; and | ||
(b) “holding company” and “subsidiary undertaking” have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989. | ||
4.15 | To distribute among members of the Company in specie or otherwise, by way of dividend or bonus or by way of reduction of capital, all or any of the property or assets of the Company, or any proceeds of sale or other disposal of any property or assets of the Company, with and subject to any incident authorised and consent required by law. | |
4.16 | To do all or any of the things and matters aforesaid in any part of the world, and either as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, subsidiary companies or otherwise, and either alone or in conjunction with others. | |
4.17 | To do all such other things as may be considered to be incidental or conducive to any of the above objects. | |
And it is hereby declared that (a) the objects set forth in each sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and (b) the word “company” in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporated and whether domiciled in the United Kingdom or elsewhere, and (c) except where the context expressly so requires, none of the several paragraphs of this clause, or the objects therein specified, or the powers thereby conferred shall be limited by, or be deemed merely subsidiary or auxiliary to, any other paragraph of this clause, or the objects specified in such paragraph, or the |
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powers thereby conferred but may be carried out in as full and ample manner and shall be construed in as wide a sense as if each of the said paragraphs defined in the objects of a separate, distinct and independent company. | |
5 | The liability of the members is limited. |
6 | The Company’s share capital is £100 divided into 100 Shares of £1 each and the company shall have the power to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified or other special rights, privileges, restrictions or conditions.(2), 3), (4) |
(2) By a Written Resolution passed on 19 May 2000 each ordinary share of £1 each in the capital of the Company was sub-divided into four ordinary shares of 25 pence each. |
(3) By a Written Resolution passed on 19 May 2000 the authorised share capital of the Company was increased to £2,500,000,000 divided into 9,999,800,000 ordinary shares of 25 pence each and 50,000 redeemable preference shares of £1 each. |
(4) On 31 August 2001 50,000 redeemable preference shares of £1 each were redeemed in accordance with Article 3.2 of the Company's Articles of Association. The nominal amount of such shares was converted into 200,000 ordinary shares of 25 pence each, resulting in the Company's authorised share capital of £2,500,000,000 being comprised of 10,000,000,000 ordinary shares of 25 pence each. |
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We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of the Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS | Number of Shares taken by each Subscriber |
For and on behalf of J.S. HAW | One |
For and on behalf of D.C.J. ROWE | One |
Dated the 26th day of November 1999
WITNESS to the above signatures:-
R.H. Smith
35 Basinghall Street,
London EC2V 5DB
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TABLE OF CONTENTS
A00519948/0.20/ 6 September 2001 | i |
A00519948/0.20/ 6 September 2001 | ii |
A00519948/0.20/ 6 September 2001 | iii |
A00519948/0.20/ 6 September 2001 | iv |
A00519948/0.20/ 6 September 2001 | v |
A00519948/0.20/ 6 September 2001 | vi |
A00519948/0.20/ 6 September 2001 | vii |
153 | Destroying documents | 52 |
154 | Indemnity | 53 |
155 | Insurance | 53 |
156 | Holding shares in uncertificated form | 54 |
157 | Predominance of CREST Regulations | 54 |
viii |
Company No. 3888792
The Companies Act 1985
Company Limited by Shares
ARTICLES OF ASSOCIATION
of
GlaxoSmithKline plc
(adopted by a Written Resolution passed on 4 July 2000 and
altered by Written Resolutions passed on 25 May 2005)
PRELIMINARY ARTICLES
Words | Definitions | |||
amount (of a share) | This refers to the nominal value of the share. | |||
Approved Depositary | This means someone appointed: | |||
(a) | to hold the Company’s shares or any rights or interests in any of the Company’s shares; and | |||
(b) | to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by the Approved Depositary. | |||
A nominee acting for someone appointed to do these things will also be treated as an Approved Depositary. But the arrangements for the Approved Depositary to do the things described above must be approved by the directors. The trustees of any scheme or arrangements for or principally for the benefit of employees of the Group will also be treated as an Approved Depositary unless the directors decide otherwise. References in the Articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as an Approved Depositary. | ||||
1 |
Articles | The Company’s Articles of Association, including any changes made to them. | |
Companies Act | The Companies Act 1985. | |
company | Includes any corporate body. | |
the Company | GlaxoSmithKline plc | |
CREST Regulations | The Uncertificated Securities Regulations 1995 (SI 1995 No 95/3272). | |
director | A director of the Company. | |
dividend arrears | This includes any dividends on shares with cumulative rights which could not be paid, but which have been carried forward. | |
electronic mail | Includes any electronic transmission in any form through any medium. | |
existing shares (of any kind) | Shares which are in issue at the relevant time. | |
General Meeting | A meeting of holders of the Company’s shares held in accordance with these Articles. | |
Group | The Company and its subsidiaries. | |
holder | A person whose name is entered in the Register as a holder of any of the Company’s shares. | |
legislation | The Companies Act, the CREST Regulations and all other laws and regulations applying to the Company. | |
London Stock Exchange | London Stock Exchange plc. | |
Official List | The Official List of the UK Listing Authority | |
Operator | A person who is approved by the Treasury under the Crest Regulations as an operator of a relevant system. | |
Ordinary Shareholder | A holder of the Company’s Ordinary Shares. | |
paid-up share or other security | Includes a share or other security which is treated (“credited”) as paid up. | |
pay | Includes any kind of reward or payment for services. | |
proxy | This includes a person appointed as a proxy or entitled to the same rights as a person so appointed in accordance with Article 70. | |
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recognised clearing house | A clearing house granted recognition under the Financial Services Act 1986. | |
recognised investment exchange | An investment exchange granted recognition under the Financial Services Act 1986. | |
Register | The Company’s register of members. | |
Registered Office | The Company’s registered office. | |
relevant system | A relevant system as defined in the CREST Regulations in which the Operator of the relevant system has permitted the Company’s shares or securities (or the relevant shares or securities) to be transferred. | |
rights of any share | The rights attached to the share when it is issued, or afterwards. | |
Seal | The Company’s Common Seal, or any official seal kept by the Company under section 40 of the Companies Act (called a Securities Seal). | |
Secretary | Any person appointed by the directors to do work as the Company Secretary including but not limited to any joint, assistant or deputy secretary. | |
shareholders’ meeting | Includes both a General Meeting of the Company and a meeting of any class of holders of the Company’s shares. | |
subsidiary | A “subsidiary undertaking”, as defined in section 258 of the Companies Act. | |
terms of a share | The terms on which a share was issued. | |
United Kingdom | Great Britain and Northern Ireland. | |
United States | The United States of America. | |
in writing | In writing, or any substitute for writing, or a combination of the two. |
2.2 | References to a debenture include debenture stock and references to a debenture holder include a debenture stockholder. |
2.3 | Where the Articles refer to a person who is automatically entitled to a share by law, this includes a person who is entitled to the share as a result of the death, or bankruptcy, of a shareholder. |
2.4 | Words which refer to a single number also refer to plural numbers, and the other way around. |
2.5 | Words which refer to males also refer to females, to companies and so on. |
2.6 | References to a person or people include companies, unincorporated associations and so on. |
2.7 | References to the directors refer to the directors acting as the board of directors, unless this meaning is inconsistent with the context in which this expression appears. |
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2.8 | References to an officer shall include a director, manager and the Secretary, but shall not include an auditor. |
2.9 | Any headings in these Articles are only included for convenience. They do not affect the meaning of the Articles. |
2.10 | When any legislation, or a specific provision of legislation, is referred to, this includes any amendment to such legislation or provision, as well as any later legislation in which the legislation or provision is included. |
2.11 | When any legislation or the Articles are referred to, the version which is current at any particular time will apply. |
2.12 | Any word or expression which is defined in the Companies Act or the CREST Regulations means the same in the Articles, unless the Articles define it differently, or the way in which the word is used is inconsistent with the definition given in the Companies Act or the CREST Regulations. |
2.13 | Where the Articles give a power or authority to anybody, this power or authority can be used on any number of occasions, unless the way in which the word is used does not allow this meaning. |
2.14 | Where the Articles say that anything can be done by passing an Ordinary Resolution, this can also be done by passing a Special Resolution or an Extraordinary Resolution and where they say anything can be done by passing an Extraordinary Resolution, this can also be done by passing a Special Resolution. |
2.15 | All such of the provisions of these Articles as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” shall be construed accordingly. |
2.16 | Where the Articles refer to any document being made effective this means being signed, sealed or executed in some other legally valid way. |
2.17 | Where the Articles refer to months or years, these are calendar months or years. |
2.18 | Where the Articles refer to clear days, the number of days does not include the two days between which the interval is measured. For example if notice is required to be given a number of clear days before a meeting, neither the date notice is delivered nor the date of the meeting are taken into account. |
2.19 | Where the Articles refer to a share being (or to shares held) in certificated form, this means that title to the share is recorded on the Register and is evidenced by a share certificate. |
2.20 | Where the Articles refer to a share being (or to shares held) in uncertificated form, this means that title to the share is recorded on the Register but is not evidenced by a share certificate, and that it may be transferred by means of the relevant system. |
SHARE CAPITAL
CALLS ON SHARES
advance until it would otherwise be due to the Company. The rate of interest can be agreed upon by the directors and the shareholder except that it must not be higher than the “appropriate rate” as defined in the Companies Act (except as stated in a resolution of the shareholders passed at a General Meeting). |
FORFEITING SHARES AND LIENS OVER SHARES
CHANGING SHARE RIGHTS
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70.2 | The Approved Depositary must keep a register (the Proxy Register) of each person it has appointed as a proxy under Article 70.1 (an Appointed Proxy) and the number of Depositary Shares (his Appointed Number) to which the appointment relates. The directors will decide what information about each Appointed Proxy is to be recorded in the Proxy Register. Any person authorised by the Company may inspect the Proxy Register during usual business hours and the Approved Depositary will give such person any information which he requests as to the contents of the Proxy Register. | |
70.3 | An Appointed Proxy may only attend a General Meeting if he provides the Company with written evidence of his appointment as such. This must be in a form agreed between the directors and the Approved Depositary. | |
70.4 | Subject to the legislation and to these Articles, and so long as the Approved Depositary or a nominee of the Approved Dispositary holds at least his Appointed Number of Ordinary Shares, an Appointed Proxy is entitled to attend a General Meeting which holders of Ordinary Shares are entitled to attend, and he is entitled to the same rights, and subject to the same obligations, in relation to his Appointed Number of Depositary Shares as if he had been validly appointed in accordance with Articles 78 and 79 by the registered holder of these shares as its proxy in relation to those shares. | |
70.5 | An Appointed Proxy may appoint another person as his proxy for his Appointed Number of Depositary Shares, as long as the appointment is made and deposited in accordance with Articles 78 and 79, and these Articles apply to that appointment and to the person so appointed as though those Depositary Shares were registered in the name of the Appointed Proxy and the appointment was made by him in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective. | |
70.6 | For the purposes of determining who is entitled as an Appointed Proxy to exercise the rights conferred by Articles 70.4 and 70.5 and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for these purposes, the Approved Depositary can decide that the Appointed Proxies who are so entitled are the people entered in the Proxy Register at a time and on a date (a Record Time) agreed between the Approved Depositary and the Company. | |
70.7 | When a Record Date is decided for a particular purpose:- | |
(a) | an Appointed Proxy is to be treated as having been appointed for that purpose for the number of shares appearing against his name in the Proxy Register as at the Record Time; and | |
(b) | changes to entries in the Proxy Register after the Record Time will be ignored for this purpose. | |
70.8 | Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 70.5, the Company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Appointed Proxy has been appointed. | |
70.9 | At a General Meeting the Chairman has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary Shares. In any other situation, the Directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares. | |
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decide) the shareholder is not (for so long as the failure continues) entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right in relation to shareholders’ meetings as holder of: | ||||
(a) | the shares in relation to which the default occurred (called default shares); | |||
(b) | any further shares which are issued in respect of default shares; and | |||
(c) | any other shares held by the shareholder holding the default shares. | |||
75.2 | Any person who acquires shares subject to restrictions under Article 75.1 is subject to the same restrictions, unless: | |||
(a) | the transfer was an approved transfer (see Article 75.11); | |||
(b) | the transfer was by a shareholder who was not himself in default in supplying the information required by the notice under Article 75.1 and a signed declaration as referred to in Article 75.3 is provided. | |||
75.3 | Where the default shares represent 0.25 per cent or more of the existing shares of a class, the directors can in their absolute discretion direct, by giving notice (a direction notice) to the shareholder, that: | |||
(a) | any dividend or part of a dividend or other money which would otherwise be payable on the default shares shall be retained by the Company (without any liability to pay interest when such money is finally paid to the shareholder); and/or | |||
(b) | the shareholder shall not be entitled to elect to receive shares in place of dividends withheld; and/or | |||
(c) | (subject to the requirements of the relevant system in relation to shares in uncertificated form) no transfer of any of the shares held by the shareholder shall be registered unless: | |||
(i) | either the transfer is an approved transfer (see Article 75.11); | |||
(ii) | or the shareholder is not himself in default as regards supplying the information required; and (in this case) | |||
(a) | the transfer is of part only of his holding; and | |||
(b) | when presented for registration, the transfer is accompanied by a signed declaration by the shareholder. This must be in a form satisfactory to the directors and state that after due and careful enquiry the shareholder is satisfied that none of the shares included in the transfer are default shares. | |||
75.4 | Any direction notice may treat certificated and uncertificated shares of a shareholder as separate holdings and either apply only to certificated shares or to uncertificated shares or make different provision for certificated and uncertificated shares. In the case of shares in uncertificated form the directors can only use their discretion to prevent a transfer if this is allowed by the CREST Regulations. | |||
75.5 | The Company must send a copy of the direction notice to each other person who appears to be interested in the shares covered by the notice, but if it fails to do so, this does not invalidate the direction notice. | |||
75.6 | Once a direction notice has been given, the directors are free to cancel it or exclude any shares from it at any time they think fit, but otherwise it has the effect which it states while the default resulting in the notice continues. In addition, a direction notice ceases to apply when the directors | |||
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(a) | If a bankruptcy order is made against him. | |
(b) | If he makes any arrangement or composition with his creditors or applies for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act. | |
(c) | If he is or may be suffering from mental disorder and either: |
DIRECTORS’ COMMITTEES
THE SEAL
141.2 | Subject to the legislation, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, even if he was not properly appointed or he was at the time of his appointment not qualified for appointment or subsequently became disqualified. |
141.3 | The auditors may speak at any General Meeting on any part of the business of the meeting which concerns them as Auditors. |
NOTICES
142 | Serving and delivering notices and other documents |
142.1 | The Company can serve or deliver any notice or other document, including a share certificate, on or to a shareholder: |
(a) | personally; | |
(b) | by posting it in a letter (with postage paid) to the address recorded for him on the Register; | |
(c) | by delivering it to that address; | |
(d) | by fax (except in the case of a share certificate) to a fax number given by him to the Company; | |
(e) | by electronic mail (except in the case of a share certificate) to an electronic address given by him to the Company; | |
(f) | as authorised in writing by the relevant shareholder; or | |
(g) | through CREST, where the notice or document relates to uncertificated shares. | |
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(b) | all dividend payment instructions and notifications of a change of address or name, after two years from the date these were registered; | |
(c) | all cancelled share certificates, after one year from the date they were cancelled; | |
(d) | all paid dividend warrants and cheques, after one year from the date of payment; and | |
(e) | all proxy forms, after one year from the poll at which they were used or after one month from the meeting to which they relate if there was no poll. | |
153.2 | If the Company destroys a document in accordance with Article 153.1, it is conclusively treated as having been a valid and effective document in accordance with the Company’s records relating to the document. Any action of the Company in dealing with the document in accordance with its terms before it was destroyed is conclusively treated as properly taken. This Article only applies to documents which are destroyed in good faith and if the Company is not on notice of any claim to which the document may be relevant. | |
153.3 | This Article does not make the Company liable: | |
(a) | if it destroys a document earlier than referred to in Article 153.1; or | |
(b) | if the Company would not be liable if this Article did not exist. | |
153.4 | This Article applies whether a document is destroyed or disposed of in some other way. | |
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155.2 | Without limiting Article 154 in any way, the directors can arrange for the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time: | |
(a) | directors, officers or employees of any Relevant Company; or | |
(b) | trustees of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested. | |
155.3 | This includes, for example, insurance against any liability incurred by such persons for any act or omission: | |
(a) | in performing their duties; and/or | |
(b) | in exercising their powers; and/or | |
(c) | in supposedly doing any of these things; and/or | |
(d) | otherwise in relation to their duties, powers or offices. | |
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GLOSSARY
About the glossary
This glossary is to help readers understand the Company’s Articles of Association. Words are explained as they are used in the Articles – they might mean different things in other documents. The glossary is not legally part of the Articles, and it does not affect their meaning. The definitions are intended to be a general guide – they are not precise. Words which are printed in bold in a definition have their own definition in the glossary.
abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.
adjourn Where a meeting breaks, to be continued at a later time or day, at the same or a different place.
allot When new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person gets the right to have his name put on the register of shareholders. When he has been registered, the share has also been issued.
asset Anything which is of any value to its owner.
attorney An attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, called a power of attorney.
automatically entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in his own name, or he can require the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, his personal representatives have this right. If a shareholder is made bankrupt, his trustee in bankruptcy has the right.
beneficial interest The person to whom something really belongs has the beneficial interest in it. This person may not be the registered (or “legal” owner) of the thing. For example, if a parent holds shares for his or her child, the child is the beneficial owner, and the parent is the legal owner. See also trustee.
brokerage Commission which is paid to a broker by a company issuing shares, where the broker’s clients have applied for shares.
call A call to pay money which is due on shares which has not yet been paid. This happens if the Company issues shares which are partly paid, where money remains to be paid to the Company for the shares. The money which has not been paid can be called for. If all the money to be paid on a share has been paid, the share is called a fully paid share.
capitalise To convert some or all of the reserves of a company into capital (such as shares).
capital redemption reserve A reserve of funds which a company may have to set up to keep its capital base when shares are redeemed or bought back.
charge See lien and charge.
company representative If a company owns shares, it can appoint a company representative to attend a shareholders’ meeting to speak and vote for it.
consolidate When shares are consolidated, they are combined with other shares – for example every three £1 shares might be consolidated into one new £3 share.
debenture A typical debenture is a long-term borrowing by a company. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.
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declare When a dividend is declared, it becomes due to be paid.
dividend warrant A dividend warrant is similar to a cheque for a dividend.
documents of title The documents which show that a person owns something (for example, a share certificate).
equity securities For section 89 of the Companies Act this means all the shares of a company except:
(a) | shares which only have a limited right to share in the company’s income or assets; |
(b) | shares held as a result of share schemes for employees (such as profit sharing schemes); |
(c) | some shares held by the founders of the company; and |
(d) | bonus shares issued when the company capitalises reserves. |
Also included are securities which can be converted into such shares, or which allow their holder to subscribe for such shares.
ex-dividend When a share goes ex-dividend, a person who buys it will not be entitled to the dividend which has been declared shortly before he bought it. When a share has gone ex- dividend, the seller is entitled to this dividend, even though it will be paid after he has sold his share.
executed A document is executed when it is signed, or sealed or made valid in some other way.
exercise When a power is exercised, it is put to use.
forfeit When a share is forfeited it is taken away from the shareholder and goes back to the Company. This process is called “forfeiture”. This can happen if a call on a partly paid share is not paid on time.
fully paid shares When all of the money which is due to the Company for a share has been paid, a share is called a fully paid share.
good title If a person has good title to a share, he owns it outright.
holding company A company which controls another company (for example by owning a majority of its shares) is called the holding company of that other company. The other company is the subsidiary of the holding company.
indemnity If a person gives another person an indemnity, he promises to make good any losses or damage which the other might suffer. The person who gives the indemnity is said to “indemnify” the other person.
in issue See issue.
instruments Formal legal documents.
issue When a share has been issued, everything has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register of shareholders. Existing shares which have been issued and not cancelled are in issue.
liabilities Debts and other obligations.
lien and charge Where the Company has a lien and charge over shares, it can take the dividends, and any other payments relating to the shares which it has a charge over, or it can sell the shares, to repay the debt and so on.
members Shareholders.
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nominal amount or value The value of the share in the Company’s accounts. The nominal value of the £1 Ordinary Shares is £1. This value is shown on the share certificate for a share in certificated form. When the Company issues new shares this can be for a price which is at a premium to the nominal value. When shares are bought and sold on the stock market this can be for more, or less, than the nominal value. The nominal value is sometimes also called the “par value”.
office copy An exact copy of an official document, supplied by the office which holds, or issued, the original.
Ordinary Resolution A decision reached by a simple majority of votes – that is by more than 50 per cent of the votes cast.
paid up If no money remains to be paid on a share, it is said to be paid up.
partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The unpaid money can be “called” for.
personal representatives A person who is entitled to deal with the property (the estate) of a person who has died. If the person who has died left a valid will, the will appoints executors who are personal representatives. If the person died without a will, the courts will appoint one or more administrators to be the personal representatives.
poll On a poll vote, the number of votes which a shareholder has will depend on the number of shares which he owns. An Ordinary Shareholder has one vote for each share he owns. A poll vote is different to a show of hands vote, where each person who is entitled to vote has just one vote, however many shares he owns.
power of attorney A formal document which legally appoints one or more persons to act on behalf of another person.
pre-emption rights The right of some shareholders which is given by the Companies Act to be offered a proportion of certain classes of newly issued shares and other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.
premium If the Company issues a new share for more than its nominal value (for example because the market value is more than the nominal value), the amount above the nominal value is the premium.
proxy A proxy is a person who is appointed by a shareholder to attend a meeting and vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have to be a shareholder. A proxy can only vote on a poll, and not on a show of hands.
proxy form A form which a shareholder uses to appoint a proxy to attend a meeting and vote for him. The proxy form must be delivered to the Company before the meeting to which it relates.
quorum The minimum number of shareholders who must be present before a meeting can start. When this number is reached, the meeting is said to be quorate.
rank or ranking When either capital or income is distributed to shareholders, it is paid out according to the rank (or ranking) of the shares. For example, a share which ranks before (or above) another share in sharing in the Company’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank below (or after) it. If there is not enough income to pay dividends on all shares, the available income must be used first to pay dividends on shares which rank first, and then to shares which rank below. The same applies for repayments of capital. Capital must be paid first to shares which rank first in sharing in the Company’s capital, and then to shares which rank below.
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recognised clearing house A clearing house which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.
recognised investment exchange An investment exchange which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares, are traded. The London Stock Exchange is a recognised investment exchange.
redeem and redemption When a share is redeemed, it goes back to the Company in return for a sum of money (the redemption price) which was fixed before the share was issued. This process is called redemption. A share which can be redeemed is called a redeemable share.
relevant securities Any shares of a company, except shares held as a result of share schemes for employees (such as profit sharing schemes) and some shares held by the founders of the company. Also included are any securities which can be converted into such shares, or which allow their holders to subscribe for such shares.
relevant system A computer based system and procedures enabling title to shares to be evidenced and transferred without a written instrument, currently operated by CrestCo.
renunciation Where a share has been allotted, but nobody has been entered on the share register for the share, it can be renounced to another person. This transfers the right to have the share registered to another person. This process is called renunciation.
requisition of a meeting A formal process which shareholders can use to call a meeting of shareholders. Generally speaking the shareholders who want to call a meeting must hold at least 10 per cent of the issued shares.
reserve fund A fund which has been set aside in the accounts of a company – profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a reserve fund by the company.
retire by rotation At every Annual General Meeting a proportion of the directors retires in turn. This gives the shareholders the chance to confirm their appointments by voting on whether to re-elect them.
revoke To withdraw, or cancel.
rights issue A way by which companies raise extra share capital. Usually the existing shareholders will be offered the chance to buy a certain number of new shares, depending on how many they already have. For example, shareholders may be offered the chance to buy one new share for every four they already have.
share premium account If a new share is issued by the Company for more than its nominal value (because the market value is more than the nominal value) then the amount above the nominal value is the premium, and the total of these premiums is held in a reserve fund (which cannot be used to pay dividends) called the share premium account.
Special Resolution A decision reached by a majority of at least 75 per cent of votes cast. Shareholders must be given at least 21 days’ notice of any Special Resolution.
special rights These are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Typical examples of special rights are where the shares rank, their rights to sharing in income and assets and voting rights.
statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used – these are laid down by the Statutory Declarations Act of 1835.
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subscribe for shares To agree to take new shares in a company (usually for a cash payment).
subdividing shares When shares are subdivided they are split into shares which have a smaller nominal amount. For example, a £1 share might be subdivided into two 50p shares.
subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement this means that the first statement must be read in the light of the other statement, which will prevail if there is any conflict.
subscribers to shares The people who first buy the shares.
subsidiary A company which is controlled by another company (for example because the other company owns a majority of its shares) is called a subsidiary of that company.
subsidiary undertaking This is a term used by the Companies Act. It is a wider definition than subsidiary. Generally speaking it is a company which is controlled by another company because the other company:
(a) | has a majority of the votes in the company either alone, or acting with others; |
(b) | is a shareholder who can appoint or remove a majority of the directors; or |
(c) | can exercise dominant influence over the company because of anything in the company’s memorandum or articles, or because of a certain kind of contract. |
trustees People who hold property of any kind for the benefit one or more other people under a kind of arrangement which the law treats as a trust. The people whose property is held by the trustees are called the beneficial owners.
underwrite A person who agrees to buy new shares if they are not bought by other people underwrites the share offer.
unincorporated associations Associations, partnerships, societies and other bodies which the law does not treat as a separate legal person to their members.
warrant See the definition of dividend warrant.
wind up The formal process to put an end to a company. When a company is wound up its assets are distributed. The assets go first to creditors who have supplied property and services, and then to shareholders. Shares which rank first in sharing in a company’s assets will receive any funds which are left over before any shares which rank after (or below) them.
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