Barclays 2013 Annual Report Download - page 428

Shareholder information continued
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 Companies Act 2006 and CREST
Regulations.
The Board is not bound to register a transfer of partly paid Ordinary
Shares, or fully paid shares in exceptional circumstances approved by
the FCA. 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 a single transferee or not more than four joint
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.
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 (other than any class of shares
then in issue ranking in priority to the relevant series 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.
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. The Directors
are authorised to determine the terms, conditions and manner of
redemption of any such shares under the Articles of Association.
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% per annum).
If a member fails to pay any call in full (following notice from the Board
that such failure will result in forfeiture of the relevant shares), such
shares (including any dividends declared but not paid) may be forfeited
by a resolution of the Board, and will become the property of the
Company. Forfeiture shall not absolve a previous member for amounts
payable by him/her (which may continue to accrue interest).
The Company also has a lien over all partly paid shares of the Company
for all monies payable or called on that share and over the debts and
liabilities of a member to the Company. If any monies which are the
subject of the lien remain unpaid after a notice from the Board
demanding payment, the Company may sell such shares.
Variation of Rights
The rights attached to any class of shares may be varied either with the
consent in writing of the holders of at least 75% in nominal value of the
issued shares of that class or with the sanction of special resolution
passed at a separate meeting of the holders of the shares of that class.
The rights of shares shall not (unless expressly provided by the rights
attached to such shares) be deemed varied by the creation of further
shares ranking equally with them or subsequent to them.
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426 Barclays PLC Annual Report 2013