Barclays 2009 Annual Report Download - page 333

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 331
The Preference Shares rank in regard to payment of dividend in priority to
the holders of Ordinary Shares and any other class of shares in the Company
ranking junior to the Preference Shares.
Dividends may be paid on the Preference Shares if, in the opinion of the
Board, the Company has sufficient distributable profits, after payment in full
or the setting aside of a sum to provide for all dividends payable on (or in the
case of shares carrying a cumulative right to dividends, before) the relevant
dividend payment date on any class of shares in the Company ranking pari
passu with or in priority to the relevant series of Preference Shares as regards
participation in the profits of the Company.
If the Board considers that the distributable profits of the Company available
for distribution are insufficient to cover the payment in full of Preference
Dividends, Preference Dividends shall be paid to the extent of the
distributable profits on a pro rata basis.
Notwithstanding the above, the Board may, at its absolute discretion,
determine that any Preference Dividend which would otherwise be payable
may either not be payable at all or only payable in part.
If any Preference Dividend on a series of Preference Shares is not paid, or
is only paid in part, for the reasons described above, holders of Preference
Shares will not have a claim in respect of such nonpayment.
If any dividend on a series of Preference Shares is not paid in full on the
relevant dividend payment date, a dividend restriction shall apply. The
dividend restriction means that, subject to certain exceptions, neither the
Company nor Barclays Bank may (a) pay a dividend on, or (b) redeem,
purchase, reduce or otherwise acquire, any of their respective ordinary
shares, other preference shares or other share capital ranking equal or junior
to the relevant series of Preference Shares until the earlier of such time as
the Company next pays in full a dividend on the relevant series of Preference
Shares or the date on which all of the relevant series of Preference Shares are
redeemed.
All unclaimed dividends payable in respect of any share may be invested
or otherwise made use of by the Board for the benefit of the Company until
claimed. If a dividend is not claimed after 12 years of it becoming payable,
it is forfeited and reverts to the Company.
The Board may (although it currently does not), with the approval of an
ordinary resolution of the Company, offer shareholders the right to choose
to receive an allotment of additional fully paid Ordinary Shares instead of
cash in respect of all or part of any dividend.
(ii) Voting
Every member who is present in person or by proxy, or represented at any
general meeting of the Company and who is entitled to vote has one vote
on a show of hands. On a poll, every member who is present or represented
has one vote for every share held. Any joint holder may vote in respect of
jointly owned shares, but the vote of the senior holder (as determined by
order in the share register) shall take precedence. If any sum payable
remains unpaid in relation to a member’s shareholding, that member is not
entitled to vote that share or exercise any other right in relation to a meeting
of the Company unless the Board otherwise determine.
If any member, or any other person appearing to be interested in any of
the Company’s Ordinary Shares, is served with a notice under Section 793
of the Companies Act 2006 and does not supply the Company with the
information required in the notice, then the Board, in its absolute discretion,
may direct that that member shall not be entitled to attend or vote at any
meeting of the Company.
The Board may further direct that if the shares of the defaulting member
represent 0.25% or more of the issued shares of the relevant class, that
dividends or other monies payable on those shares shall be retained by the
Company until the direction ceases to have effect and that no transfer of those
shares shall be registered (other than certain specified ‘approved transfers’).
A direction ceases to have effect seven days after the Company has received
the information requested, or when the Company is notified that an ‘approved
transfer’ to a third party has occurred, or as the Board otherwise determines.
(iii) Transfers
Ordinary Shares may be held in either certificated or uncertificated form.
Certificated Ordinary Shares shall be transferred in writing in any usual or other
form approved by the Board and executed by or on behalf of the transferor.
Transfers of uncertificated Ordinary Shares shall be made in accordance with
the applicable regulations. The Board may make any arrangements to regulate
and evidence the transfer of Ordinary Shares as they consider fit in accordance
with applicable legislation and the rules of the FSA.
Registration of Ordinary Shares may be suspended, subject to applicable
legislation, for such periods as the Board may determine (but for not more
than 30 days in any calendar year).
The Board is not bound to register a transfer of partly paid Ordinary Shares,
or fully paid shares in exceptional circumstances approved by the FSA. The
Board may also decline to register an instrument of transfer of certificated
Ordinary Shares unless it is duly stamped and deposited at the prescribed
place and accompanied by the share certificate(s) and such other evidence
as reasonably required by the Board to evidence right to transfer, it is in
respect of one class of shares only, and it is in favour of not more than four
transferees (except in the case of executors or trustees of a member).
Preference Shares may be represented by share warrants to bearer or be in
registered form.
Preference Shares represented by share warrants to bearer are transferred
by delivery of the relevant warrant. Preference Shares in registered form shall
be transferred in writing in any usual or other form approved by the Board
and executed by or on behalf of the transferor. The Company’s registrar shall
register such transfers of Preference Shares in registered form by making the
appropriate entries in the register of Preference Shares.
(iv) Return of Capital and Liquidation
In the event of any return of capital by reduction of capital or on liquidation, the
holders of Ordinary Shares are entitled to receive such capital in proportion
to the amounts paid up or credited as paid up on the shares of each class.
Each Preference Share shall confer, in the event of a winding up or any return
of capital by reduction of capital (other than, unless otherwise provided by
their terms of issue, a redemption or purchase by the Company of any of its
issued shares, or a reduction of share capital), the right to receive out of the
surplus assets of the Company available for distribution amongst the
members and in priority to the holders of the Ordinary Shares and any other
shares in the Company ranking junior to the relevant series of Preference
Shares and pari passu with any other class of Preference Shares, repayment
of the amount paid up or treated as paid up in respect of the nominal value
of the Preference Share together with any premium which was paid or
treated as paid when the Preference Share was issued in addition to an
amount equal to accrued and unpaid dividends.
(v) Redemption and Purchase
Subject to applicable legislation and the rights of the other shareholders,
any share may be issued on terms that it is, at the option of the Company
or the holder of such share, redeemable. While the Company currently has
no redeemable shares in issue, any series of Preference Shares issued in the
future will be redeemable, in whole or in part, at the option of the Company
on a date not less than five years after the date on which such series of
Preference Shares was first issued. The Company may purchase its own
shares subject to the provisions of applicable legislation, the Articles and the
approval of any class of convertible shares in issue (by special resolution or
written consent of 75% of such class).
(vi) Calls on capital
The Directors may make calls upon the members in respect of any monies
unpaid on their shares. A person upon whom a call is made remains liable
even if the shares in respect of which the call is made have been transferred.
Interest will be chargeable on any unpaid amount called at a rate determined
by the Board (of not more than 20%).