here - Foresight Group
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here - Foresight Group
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3.3 in addition to existing authorities, the Company be and <strong>here</strong>by is empowered to make one or<br />
more market purchases within the meaning of Section 693(4) of the Act of its own Ordinary<br />
Shares (either for cancellation or for the retention as treasury shares for future re-issue or<br />
transfer) provided that:<br />
3.3.1 the aggregate nominal amount of the Ordinary Shares to be purchased shall not exceed<br />
£26,408;<br />
3.3.2 the minimum price (excluding expenses) which may be paid for each Ordinary Share is<br />
one pence;<br />
3.3.3 the maximum price (excluding expenses) which may be paid for each Ordinary Share is<br />
the higher of:<br />
3.3.3.1 105 per cent of the average of the middle market quotation for Ordinary<br />
Shares taken from the London Stock Exchange daily official list for the five<br />
business days immediately preceding the day on which Ordinary Shares are<br />
purchased; and<br />
3.3.3.2 the value of an Ordinary Share calculated on the basis of the higher of the<br />
price quoted for: the last independent trade of, and the highest current<br />
independent bid for, any number of the Company’s Ordinary Shares on the<br />
trading venue w<strong>here</strong> the purchase is carried out.<br />
3.3.4 the authority conferred by this resolution shall expire on the conclusion of the annual<br />
general meeting of the Company to be held in the year 2012 unless such authority is<br />
renewed prior to such time; and<br />
3.3.5 the Company may make a contract to purchase Ordinary Shares under the authority<br />
conferred by this resolution prior to the expiry of such authority which will or may be<br />
executed wholly or partly after the expiration of such authority and may make a<br />
purchase of Ordinary Shares pursuant to such contract.<br />
Enhanced Buyback<br />
4. That<br />
4.1 in addition to existing authorities, the Directors be, and <strong>here</strong>by are generally and<br />
unconditionally authorised pursuant to section 551 of the CA 2006 to allot Ordinary Shares<br />
of one pence each in the capital of the Company (‘‘Ordinary Shares’’) up to an aggregate<br />
nominal amount of £300,000; representing 114 per cent of the anticipated issued Ordinary<br />
Share capital of the Company following completion of the Scheme and the Ordinary Share<br />
Reconstruction (or, if Resolutions numbered 1 and 2 above are not passed) an aggregate<br />
nominal amount of £477,415;<br />
4.2 In addition to existing authorities, the Directors be and <strong>here</strong>by are given the general power to<br />
allot Ordinary Shares of one pence each in the capital of the Company for cash pursuant to the<br />
authority conferred by paragraph 4.1 as if section 561(1) of the Act did not apply to any such<br />
allotment, provided that this power shall be limited to: (i) the allotment of Ordinary Shares in<br />
substitution for shares of the same class already admitted to trading on the same regulated<br />
market w<strong>here</strong> the issue of Ordinary Shares does not involve any increase in the issued<br />
Ordinary Share capital of the Company and w<strong>here</strong> the proceeds of the issue may be used in<br />
whole or in part to finance the purchase of Ordinary Shares pursuant to paragraph 4.3 below;<br />
and (ii) the allotment of Ordinary Shares to Ordinary Shareholders in proportion (as nearly as<br />
may be practicable) to their existing holdings in each case at a price per Ordinary Share equal<br />
to the net asset value of an existing Ordinary Share as at close of business two days prior to the<br />
date of allotment divided by 0.98 (rounded up to the nearest 0.01p per Ordinary Share); and<br />
4.3 In addition to existing authorities, the Company be generally and unconditionally authorised<br />
pursuant to section 701 of the Act to make market purchases (within the meaning of section<br />
693(4) of the Act) of Ordinary Shares by means of a tender offer to all holders of Ordinary<br />
Shares to purchase up to 30,000,000 Ordinary Shares (representing approximately 114 per<br />
cent. of the anticipated number of Ordinary Shares which will be in issue following the<br />
completion of the Scheme and the Ordinary Share Reconstruction) (or, if Resolutions<br />
numbered 1 and 2 above are not passed) a tender offer to all holders of Ordinary Shares to<br />
36<br />
13.7.1(1)(b)(e)(f)