EXHIBIT 3.4
THIS OPTION DEED is made on June 1996
BETWEEN
(1) XXXXXXX.XX HOLDINGS PLC (registration number 3194225 and formerly
called Law 737 Limited) whose registered office is situate at
Carmelite, 00 Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X ODX ("the
Company") and
(2) ALASDAIR XXXXXX XXXXXXX of Genins Nook, Xxxxxx Xxxx, Xxxxxxxxxx, Xxxx
Xxxxxx XX00 0XX ("the Holder").
INTRODUCTION
This deed and three similar deeds are entered into with the authority and
sanction of a special resolution of the shareholders of the Company dated
June 1996 and pursuant to a resolution of the directors dated June 1996.
AGREED TERMS
1. The Option
1.1 The Company grants to the Holder a bonus option ("the Bonus Option") to
subscribe for 30,000 unissued ordinary shares of 5p each in the capital
of the Company at a price of (pound sterling)36,000 ("the Bonus Option
Price") subject to the terms of this deed.
1.2 The Bonus Option shall lapse and shall be deemed never to have been
granted unless:
(a) applications have been received by the Company for all the
placing shares in the Company no later than 28 June 1996; and
(b) either a minimum of (pound sterling)1,000,000 cash has been
received no later than 28 June 1996 from the applicants in the
placing by the Company for one million ordinary shares of the
Company and held in cleared funds in the Client Account number
03666328 of Xxxxxx Xxxxxxx Xxxxxxx held with National
Westminster Bank Plc, Law Courts, London branch or the Company
and associates of Xxxx & Co. Limited are satisfied that any
outstanding cash is from institutional applicants who will
instruct payment from a UK bank prior to admission of the
Company's ordinary shares to trading on OFEX.
1.3 Subject to clause 3 this Bonus Option is personal to the Holder and
shall not be assignable and any purported assignment, transfer, charge,
disposal or dealing with the rights and interests of the Holder
hereunder shall cause this Bonus Option to lapse.
2. Exercise of the Bonus Option
2.1 The Bonus Option may be exercised in multiples of (pound
sterling)10,000 or in whole (subject to the terms of this deed) at any
time after 30 June 1999 and before 5pm, 30 June 2002 ("the Bonus Option
Period").
2.2 This Bonus Option may be exercised only by the Holder giving notice in
writing to the Company in the form set out in the schedule hereto. Such
notice must be accompanied by a remittance for the Bonus Option Price
and this Option Deed. This Bonus Option shall be deemed to be exercised
upon the receipt by the Company of the said documentation and the
payment of the Bonus Option Price.
3. Death of holder
3.1 If the Holder dies, his legal personal representatives may exercise
this Bonus Option within the period of 6 months from the date of death
but at the end of that period the Bonus Option shall lapse.
4. Takeover, reconstruction or members' voluntary winding up
4.1 If any person obtains 51% or more of the issued share capital of the
Company ("Control") as a result of making a general offer to acquire
the whole of the issued ordinary share capital of the Company this
Bonus Option may be exercised within the period of 6 months from the
time when the person making the offer obtains Control of the Company
and any condition subject to which the offer was made is satisfied but
at the end of that period the Bonus Option shall lapse.
4.2 If under Section 425 of the Companies Xxx 0000 the Court sanctions a
compromise or arrangement proposed for the purposes of or in connection
with a scheme for the reconstruction of the Company or its amalgamation
with any other company or companies, this Bonus Option may be exercised
within the period of 6 months from the Court sanctioning the compromise
or arrangement but at the end of that period the Bonus Option shall
lapse.
4.3 If any person becomes bound or entitled to acquire shares in the
Company under sections 428-430 of the Companies Xxx 0000, this Bonus
Option may be exercised within the period during which that person
remains so bound or entitled but thereafter shall lapse.
4.4 If the Company passes a resolution for voluntary winding up, this Bonus
Option may be exercised within 6 months of the passing of such
resolution but thereafter shall lapse.
4.5 For the purposes of this clause a person shall be deemed to have
obtained Control of the Company if he and others acting in concert with
him have together obtained Control of the Company.
5. Allotment of shares and listing
5.1 The shares subject to this Bonus Option shall be allotted and issued to
the Holder credited as fully paid no later than 30 days after the due
exercise of this Bonus Option.
5.2 The Company shall at all times keep available for allotment sufficient
unissued ordinary shares to satisfy an exercise of the Bonus Option.
5.3 A share issued upon the exercise of the Bonus Option shall be identical
to and rank pari passu with the other issued ordinary shares in the
capital of the Company except that the Holder shall not be entitled to
a dividend where the relevant record date falls before the date on
which the relevant shares are allotted to him.
5.4 This Bonus Option shall not be quoted or dealt in on any stock exchange
or other market but if at the time of the allotment of any shares
pursuant to a due exercise of the Bonus Option the issued ordinary
shares have been admitted to the Alternative Investment Market or to
the Official List of the London Stock Exchange then upon the allotment
of any shares pursuant to a due exercise of the Bonus Option the
Company shall apply for such shares to be admitted to the Alternative
Investment Market or to the Official List (as the case may be).
6. Variation of share capital
6.1 In the event of any variation of the ordinary share capital of the
Company by way of capitalisation or by consolidation, sub-division or
reduction of capital the number of shares comprised in this Bonus
Option shall be adjusted in such manner as the auditors for the time
being of the Company shall in writing advise the board of directors of
the Company ("the Board") to be in their opinion fair and reasonable.
6.2 As soon as reasonably practicable after making any such adjustment the
Board shall give written notice thereof to the Holder and at the
written request of the Holder and/or upon the surrender of this Option
Deed shall either endorse a
memorandum thereon recording such adjustment (under the hand of a
director of the Company) and return the same to the Holder or execute
and deliver to the Holder a new deed reflecting such adjustment but in
all other respects incorporating the terms hereof (save to the extent
amended in accordance with clause 7.2).
7. Administration
7.1 Notices or documents required to be given to the Holder shall be sent
by first class post to the Holder's address as shown above. Notices or
documents required to be given to the Company shall be addressed to the
Secretary of the Company and shall either be delivered by hand or sent
by first class post to the registered office of the Company. Notices
sent by first class post shall be deemed to have been given 2 working
days after such posting.
7.2 The Board shall have power from time to time to make or vary
regulations for the administration and operation of the terms hereof
provided that the same are not inconsistent with the terms hereof and
the decision of the Board as to any matter, question or dispute arising
from the terms hereof shall be final and conclusive and binding on the
Company and the Holder.
8. General
8.1 The Company shall not be liable for any tax to which the Holder may
become subject as a result of the grant or exercise of this Bonus
Option or the sale of any of the shares allotted upon any exercise
hereof.
This deed has been executed and delivered on the date first written above.
EXECUTED by XXXXXXX.XX HOLDINGS PLC )
acting by: )
.............................
Director
.............................
Director/Secretary
Signed by ALASDAIR XXXXXX XXXXXXX )
in the presence of: )
............................ Witness signature
............................ Witness name
............................ Occupation
............................ Address
............................
............................
............................
SCHEDULE TO EXHIBIT 3.4
Bonus Option Deeds substantially identical in all material respects to
the Option Deed by and between Xxxxxxx.XX Holdings plc and Alasdair Xxxxxx
Xxxxxxx, dated June 24, 1996, were entered into with the three parties listed
below. The material details in which the Bonus Option Deeds listed below differ
from the Bonus Option Deed by and between Xxxxxxx.XX Holdings plc and Alasdair
Xxxxxx Xxxxxxx are identified.
i) Bonus Option Deed by and between Xxxxxxx.XX Holdings plc and Xxxxx
Xxxxxx Xxxx Xxxxxx, dated June 24, 1996
ii) Bonus Option Deed by and between Xxxxxxx.XX Holdings plc and Xxxx
Xxxxx Xxxxx, dated June 24, 1996
iii) Bonus Option Deed by and between Xxxxxxx.XX Holdings plc and
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, dated June 24, 1996