Common use of Reconstructions Clause in Contracts

Reconstructions. (a) In the event of a reconstruction of the capital of the Company prior to the Conversion Date by way of consolidation, subdivision, reduction, return, scheme of arrangement or otherwise (but other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and issue price of Ordinary Shares to which each Noteholder is entitled upon conversion of the Notes so that: (i) the value of each Note is not adversely affected by the reconstruction; (ii) the Noteholder is not conferred with any additional benefits which are not also conferred on the holders of Shares (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of holders of Shares approving the reconstruction of capital); and (iii) subject to clause 8.1(b), in all other respects the terms for the conversion of the Notes shall remain unchanged. (b) These Terms from time to time must be varied to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.