October 2014
To: All the members of the Company
Notification of directors’ resolution relating to the CREST system
Daniel Thwaites ordinary shares of £0.25 each – ICAP ISDX Growth Market
This is to give you notice, in accordance with the Uncertificated Securities Regulations 2001 (the Regulations),
that on 30 September 2014, the Company resolved by a resolution of its directors that title to the ordinary sharesof £0.25 each in the capital of the Company, in issue or to be issued, may be transferred by means of a relevantsystem.
The resolution of the directors became effective immediately.
Explanatory note
The above notice is the notice that the Company is obliged to give to its members, under the Regulations, of the passing of a “directors’ resolution” (as defined in the Regulations) in relation to its ordinary shares. The directors’ resolution will enable the Company’s ordinary shares to join CREST in due course. The shares have not become transferable by means of the CREST system merely by virtue of the passing of the directors’ resolution; the permission of the Operator of the system, Euroclear UK & Ireland, must also be given before the shares can become so transferable. The effect of the directors’ resolution is to disapply, in relation to the ordinary shares, those provisions of the
Company’s articles of association that are inconsistent with the holding and transfer of those shares in CREST and any provision of the Regulations, as and when the shares concerned enter the CREST system.
The Company passed the above resolution because it has been notified by ICAP that with effect from
January 2015, the Central Securities Depositories Regulation (CSDR) will come into force, which will mandatethat all transferable securities are required to be eligible for settlement in dematerialised form within CREST.
The Company currently trades its shares on the ISDX market and has been advised further that to continue to be able to do so, it needs to have the capability to dematerialise its ordinary shares by the end of 2014. The Company’s shares have not previously been eligible for settlement in dematerialised form. The Company has considered the implications and options available and the Directors have concluded that it is in the best interests of the Company and its stakeholders to provide liquidity to its shares through continuing to trade them on the ISDX market and accordingly to dematerialise the ordinary shares so that they are eligible for settlement within CREST.
The necessary paperwork will now be completed and the Company will apply to Euroclear UK & Ireland to have the ordinary shares admitted to CREST so that moving forward they can be settled in either dematerialised form or in certificated form. This will happen before the end of October 2014.
Please note that existing share certificates will remain valid and you can continue to hold shares in certificated form.
Yours faithfully
S. I. Woodward, Company Secretary
