Exhibit 10.2
JULY 12, 2006
VICEROY ACQUISITION CORPORATION
AND
CAPITA IRG (OFFSHORE) LIMITED
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OFFSHORE REGISTRAR AGREEMENT
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AN AGREEMENT made on July , 2006 BETWEEN: -
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1. Viceroy Acquisition Corporation whose registered office is at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Company"); and
2. Capita IRG (Offshore) Limited whose registered office is situated
at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Liberation Square, 1/3 The Esplanade, St
Helier, Jersey (the "Registrar"):
WHEREAS: -
A. The Company issued an admission document on or before July __, 2006
(the "Admission Document") seeking admission of all of the shares
of common stock (the "Shares") and warrants (the "Warrants") in the
Company to trading on the Alternative Investment Market of the
London Stock Exchange ("Admission").
B. Following the placing in full of the Shares and the Warrants
described in the Admission Document, the Company shall have,
immediately following Admission, an issued share capital comprised
of 28,125,000 shares of Common Stock of par value $0.0001 each.
C. The Shares and the Warrants will at all times be registered on the
register of members (the "Offshore Registers") kept in Jersey.
NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS: -
1. APPOINTMENT OF REGISTRAR
The Company hereby appoints the Registrar to act as the registrar
of the Offshore Registers in respect of the Shares and the Warrants
on the terms and conditions hereof and the Registrar hereby accepts
such appointment.
2. REGISTRAR'S DUTIES AND RESPONSIBILITIES
2.1 The Registrar shall:
2.1.1 carry out and follow all reasonable Proper Instructions
which may from time to time be given to it with regard to
the Registrar's duties hereunder; and
2.1.2 subject to Clause 2.3 below, provide a registration and
transfer office at such place as the Registrar may decide,
being in Jersey, and shall perform the services specified
in Appendix 1 to this Agreement (the "Registration
Services").
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2.2 The Registrar undertakes to provide the Registration Services using
due diligence, reasonable skill and expertise in the execution of
its duties. The Registrar shall perform its duties hereunder in a
conscientious manner and shall comply with all statutory and
regulatory requirements applicable to it.
2.3 The Company shall give such assistance to the Registrar as may
reasonably be necessary to enable the Registrar to carry out its
obligations hereunder.
2.4 When acting pursuant to Proper Instructions the Registrar shall not
be under any duty to make any enquiry as to the genuineness or
authenticity of any such instructions so long as such instructions
reasonably appear to be genuine and authentic.
3. AGENTS AND DELEGATION
3.1 Subject to Clause 3.2, the Registrar may, in the performance of its
duties and in the exercise of any of the powers vested in it
hereunder, act by an authorised officer or officers for the time
being and employ and pay an agent or agents (including any
Associate of the Registrar) at the expense of the Registrar to
perform or concur in performing any of the duties required to be
performed hereunder and may act or rely upon the opinion or advice
or any information obtained from any broker, lawyer, valuer,
surveyor, auctioneer or other expert (whether reporting to the
Company or the Registrar) appointed in good faith and without
negligence and the Registrar shall not be responsible for any loss
occasioned by its acting upon such opinion, advice or information.
3.2 The Registrar may at any time delegate in whole or in part any of
its duties, functions, powers and discretions under this Agreement
to a transfer agent in the United Kingdom or to any other delegate
or agent and may disclose to such transfer agent or other delegate
or agent such information about the Company as the Registrar
considers necessary or desirable for such transfer agent or other
delegate or agent to carry out its duties.
4. LIABILITY AND INDEMNITY
4.1 The Company shall indemnify and keep indemnified the Registrar and
its agents, officers and employees from and against any and all
Liabilities which may be suffered or incurred by or asserted
against the Registrar and its agents, officers and employees
arising out of or in connection with the performance of its or
their duties hereunder except such as may be due to the fraud,
wilful misconduct, negligence or breach of the terms of this
Agreement of or by the Registrar or its agents, officers or
employees.
4.2 Subject always to the foregoing provisions of this Clause 4 and
except in the case of the fraud of the Registrar or its agents,
officers or employees:
4.2.1 the aggregate liability of the Registrar and its agents,
officers or employees arising out of or in connection with
this Agreement (whether in contract, negligence, breach of
statutory duty, restitution or otherwise) will be limited
to the lesser of (pounds)1,000,000 (one million pounds) or
an amount equal to ten (10) times the total annual fee
payable to the Registrar under this Agreement; and
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4.2.2 in no event shall the Registrar or its agents, officers or
employees be liable to the Company under or in connection
with this Agreement for indirect or consequential loss or
damage, loss of profit, revenue, actual or anticipated
savings or goodwill, in all cases (whether caused by
negligence or otherwise).
4.3 For the purposes of Clause 4.2, the extent of any liability shall
always be calculated in accordance with the annual fee payable in
force at the time such event happened to give rise to a claim, and
not at the date such event is discovered.
4.4 Nothing in this Clause 4 shall exclude or limit the right of the
Registrar to recover, or the obligation of the Company to pay, any
sums properly due and payable to the Registrar under the terms of
this Agreement including, without limitation, any fees.
5. NON-EXCLUSIVITY
5.1 The Registrar and any Associate of the Registrar may:
(a) act as manager, administrator or in any other role for any
other company, corporation or body of persons on such
terms as may be arranged with such company, corporation or
body of persons and shall be deemed not to be affected
with notice of or to be under any duty to disclose to the
Company any fact or thing which may come to the knowledge
of the Registrar or its Associate or any servant or agent
of the Registrar or its Associate in the course of so
doing or in the course of its business in any other
capacity or in any manner whatsoever otherwise than in the
course of carrying out its duties hereunder;
(b) acquire, hold or deal with for its own account or for the
account of any customer or other person and in its own
name or in the name of such customer or person or of a
nominee any shares or securities for the time being issued
by the Company and any securities or other investments.
5.2 Neither the Registrar nor any Associate of the Registrar shall be
liable to account to the Company, its shareholders or any of them
for any profits or benefits made by or derived from or in
connection with any transaction permitted by Clause 5.1 above.
5.3 Nothing herein contained shall prevent the Registrar or any
Associate of the Registrar from contracting or entering into any
financial, banking or other transaction with the Company or any of
its shareholders or from being interested in any such transaction
and neither the Registrar nor any Associate of the Registrar shall
be liable to account to any person for any profits or benefits made
or derived by them in connection with any such transaction.
6. INSURANCE AND LOST SHARE CERTIFICATES
6.1 Where a shareholder claims that its share certificate (the "OLD
CERTIFICATE") has been defaced, worn-out, lost or destroyed and
requests the Registrar to issue, on behalf of the Company, a
replacement share certificate (the "REPLACEMENT CERTIFICATE"), the
Registrar shall require the shareholder to submit an indemnity
("INDEMNITY"), in favour of the
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Company and the Registrar, in respect of loss suffered as a result
of the issue of the replacement certificate and take any other
steps required in the Company's Certificate of Incorporation.
6.2 On receipt of an Indemnity from the relevant shareholder the
Registrar will use reasonable endeavours to procure that the
Company does not suffer a loss as a result thereof, provided
always:
(a) in cases where the shareholder arranges a guarantee or
insurance in support of its Indemnity to the Company and
the Registrar, the Registrar shall have no further
obligation to the Company in relation to any loss arising
as a result of the issue of the replacement certificate or
the subsequent presentation of the old certificate; and
(b) in cases where the shareholder does not arrange a
guarantee or insurance in support of its Indemnity, the
shareholder will be asked to pay an appropriate
administration fee to the Registrar and the Registrar will
insure itself for any loss arising as a result of the
issue of the replacement certificate or the subsequent
presentation of the old certificate. In such case, the
Registrar's liability to the Company to use reasonable
endeavours to procure that the Company does not suffer a
loss as a result of the issuing of a replacement
certificate shall be expressly limited to the extent and
amount that the Registrar is entitled to recover, and in
fact does recover, from its insurers in respect of the
same (net of any excess which applies).
6.3 The Company hereby assigns to the Registrar all its future right
title and interest to recover under any such Indemnity from the
relevant shareholder to the extent that any compensation payment,
expressly limited to the extent and amount that the Registrar is
able to recover, and in fact does recover from its insurers, may be
made by the Registrar to the Company. The Company agrees that the
Registrar may seek to recover the Company's entitlement pursuant to
the Indemnity.
6.4 Where the Registrar has acted upon a forged transfer, the duty to
procure that the Company does not suffer loss shall be expressly
limited to the extent and amount that the Registrar is entitled to
recover, and in fact does recover, from its insurers in respect of
the same under the forged transfer insurance policy (net of any
excess which applies).
6.5 Where, the replacement certificate, old certificate or forged
transfer has been used to effect a fraudulent or otherwise wrongful
transaction through a broker, which causes loss to the Company, the
Registrar shall take reasonable steps to recover such loss from the
said broker (not including commencing legal action) and the
Registrar's liability to the Company shall be expressly limited to
the extent and amount that the Registrar in fact does recover from
the said broker.
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7. PROCEEDINGS
7.1 Neither the Registrar nor any transfer agent in the United Kingdom
appointed by the Registrar nor any other delegate or agent
appointed by the Registrar hereunder shall be required to take any
legal action unless fully indemnified to its reasonable
satisfaction for all costs and liabilities that may be incurred or
suffered by the Registrar or such other party and if the Company
requires the Registrar or such other party to take any action of
whatsoever nature which in the reasonable opinion of the Registrar
or such other party might make the Registrar or such other party
liable for the payment of money or liable in any other way the
Registrar or such other party shall be and be kept indemnified in
any reasonable amount and form satisfactory to the Registrar or
such other party as a pre-requisite to taking action.
7.2 The Registrar shall be entitled at the expense of the Company
(subject to obtaining the prior approval of the Company in each and
every case) to obtain legal advice from its lawyers for the time
being and/or the opinion of counsel on any matter relating to the
Company or this Agreement.
8. PROSPECTUSES AND ADVERTISEMENT
8.1 No prospectus, explanatory memorandum, application form, sales
literature, advertisement, circular or other similar document shall
be issued by or on behalf of the Company to prospective
shareholders without the prior approval of the Registrar (such
approval not to be unreasonably withheld, delayed or conditioned)
in respect of any references made therein to the Registrar or any
transfer agent in the United Kingdom appointed by the Registrar or
any other delegate or agent appointed by the Registrar.
8.2 For the purposes of the Admission, the Registrar hereby agrees to
the references made to the Registrar or any transfer agent in the
United Kingdom appointed by the Registrar or any other delegate or
agent appointed by the Registrar in any prospectus, explanatory
memorandum, application form, sales literature, advertisement,
circular or other similar document in relation to the Admission
issued by or on behalf of the Company to prospective shareholders.
9. DISCLOSURE
9.1 Except in so far as required by any governmental or regulatory
organisation or any applicable law or rule in any jurisdiction, the
Registrar shall not (except in exercise of its duties hereunder or
as required by any statutory or regulatory requirement applicable
to it) disclose any information relating to the affairs of the
Company or any of its subsidiaries which is not in the public
domain to any person (other than to the Directors, officers,
auditors and accountants of the Company or to any transfer agent in
the United Kingdom appointed by the Registrar or to any other
delegate or agent appointed by the Registrar) not authorised by the
Company to receive such information and the Registrar shall use its
reasonable endeavours to prevent any such disclosure.
9.2 None of the parties hereto shall do or commit any act, matter or
thing which would or might prejudice or bring into disrepute in any
manner the business or reputation of the
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other parties hereto or any agent, officer or employee thereof
(which, in the case of the Registrar, shall include any transfer
agent in the United Kingdom appointed by the Registrar).
9.3 In the event of this Agreement being terminated the provisions of
this Clause 9 shall remain in full force and effect.
10. WARRANTIES
The Company hereby represents and warrants to the Registrar that:
10.1 it is a company duly incorporated and validly existing under the
laws of the jurisdiction of its incorporation;
10.2 it has the legal right and full power and authority to carry on its
business as it is being conducted and to enter into and perform its
obligations under this Agreement, which when executed will
constitute valid and binding obligations of the Company in
accordance with the terms hereof; and
10.3 the Company has the power and all necessary governmental,
statutory, regulatory and other consents, approvals, licences,
authorisations, registrations, waivers or exemptions (together, the
"Consents") required to carry on its business as it is being
conducted and it has complied with the terms of all such Consents
in all material respects and none of the Consents have been revoked
or otherwise terminated.
11. FEES AND EXPENSES
11.1 Subject to Clauses 11.4 and 11.5, fees at such rate or rates as are
set out in Appendix 2 shall be payable to the Registrar by the
Company quarterly in arrears based on the number of shareholder
accounts appearing on the Offshore Registers including nil accounts
each 1st January, 1st April, 1st July and 1st October, subject to
any minimum annual fee specified in Appendix 2. The Company shall
settle all such quarterly invoices immediately on receipt.
11.2 The Registrar shall be entitled to charge interest on all amounts
due from the Company and outstanding for more than thirty days at a
rate of 3% over the base rate of HSBC Bank Plc prevailing from time
to time.
11.3 Subject to Clause 11.5, the initial fee as shown in the attached
Appendix 2 shall be fixed for a period of not less than twelve
months.
11.4 The Fees of the Registrar pursuant to this Agreement and set out in
the Appendix 2 are subject to reasonable review by the Registrar in
its absolute discretion not more often than once in any calendar
year (subject to clause 11.5) and the Registrar will give to the
Company at least one month's notice of any alteration of such
charges which alteration will take effect forthwith upon the
expiration of such notice. The Fees will be subject to a minimum
annual increase at the rate of the Retail Prices Index prevailing
at that time.
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11.5 Notwithstanding the restriction in clause 11.4 above, the Registrar
shall at its own discretion be entitled to revise the Fees at any
time where a change in law or regulation (including but not limited
to the regulations from time to time relating to CREST) affects the
obligations of the Registrar making it uneconomical for the
Registrar to provide the services of a registrar at the agreed
Fees, such revisions being effective from the 21 days after the
date of the notification being delivered to the Company.
11.6 The Company shall reimburse to the Registrar all reasonable out of
pocket expenses properly incurred on behalf of the Company in the
performance of its duties hereunder; including but not limited to
reasonable postage, CRESTCo and related Syntegra network charges,
telephone, facsimile and courier expenses; reasonable travelling
expenses incurred on the Company's business (including those
incurred in attending a general meeting of the Company); reasonable
printing, stationery, photocopying, storage and forged transfer
insurance.
11.7 The Registrar is entitled to pass on all taxes, duties and tariffs
directly attributable to any amounts charged in accordance with
this Clauses 11.
12. TERMINATION
12.1 This Agreement shall be terminated:
12.1.1 upon the expiry of not less than three months' notice of
termination given by the Company to the Registrar, such
notice to expire no earlier than the first anniversary of
the date of this Agreement; or
12.1.2 upon the expiry of not less than three months' notice of
termination given by the Registrar to the Company; or
12.1.3 upon the expiry of not less than one month's notice of
termination given by the Company to the Registrar
following receipt by the Company of notice of an increase
in charges pursuant to clause 11.4 which is not acceptable
to the Company;
12.1.4 immediately, upon one party giving to the other notice of
immediate termination in the event of:
(a) the property of the other party being declared en
desastre or that other party becoming insolvent
or going into liquidation (other than a voluntary
liquidation for the purpose of reconstruction or
amalgamation upon terms previously approved in
writing by the other party) or a receiver being
appointed of any of its assets or if some event
having equivalent effect occurs; or
(b) the other party committing a material breach of
this Agreement and (if such breach shall be
capable of remedy) the other party not making
good such breach within thirty days of service
upon the party in breach of notice requiring the
remedy of such breach or, in the case of the
Registrar, being
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in the opinion of the Directors guilty of fraud,
wilful misconduct or gross negligence in the
performance of its duties hereunder; or
12.1.5 immediately, upon the Company giving to the Registrar
notice of immediate termination in the event of the
Registrar ceasing to be the holder of any licence,
consent, permit or registration enabling it to act as a
Registrar of the Company under any law applicable to it;
12.2 The termination of this Agreement shall be without prejudice to any
antecedent liability of either of the parties hereto. The Registrar
shall be entitled to receive all fees and other monies accrued due
up to the date of such termination provided that the Registrar
shall not be entitled to compensation in respect of such
termination.
12.3 In the event of termination of the Registrar's appointment under
this Agreement the Registrar (acting reasonably) shall have the
right by written request to require the Company for a period of
twelve months from the date of such termination in all
prospectuses, explanatory memoranda, advertising material,
letterheads and other material designed to be read by investors and
prospective investors to state in a prominent position and in
prominent type (as may reasonably be approved by the Registrar)
that the Registrar has ceased to be its Registrar and also that any
transfer agent in the United Kingdom appointed by the Registrar or
any other delegate or agent appointed by the Registrar has ceased
to act as such.
12.4 Immediately upon the termination of this Agreement the Registrar
shall deliver to the Company and shall use all reasonable
endeavours to procure that its officers, servants, agents, and
advisers shall deliver to the Company all Records appertaining to
the Company's business as are in the possession or under the
control of the Registrar or any such persons, provided that the
Registrar shall have a lien against and shall not be required to
make delivery of such books and records until full payment has been
made to the Registrar for all fees, disbursements and expenses due
to it under this Agreement (including any costs associated with the
termination of this Agreement and the delivery of such books and
records).
13. AMENDMENT
13.1 Subject to Clause 13.2, no variation of this Agreement shall be
valid unless in writing and signed by or on behalf of each of the
parties.
13.2 In the event of a change of law or practice applicable to the
Registrar or any transfer agent in the United Kingdom appointed by
the Registrar, the Registrar may add, amend or vary the terms and
conditions of this Agreement by giving the Company thirty days
prior written notice of such amendments provided that if the
Company gives written notice to the Registrar within such period
objecting to any proposed amendment the same shall be effective
only with the written agreement of both parties.
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14. ASSIGNMENT
14.1 The Company shall not be entitled to assign or transfer all or any
of its rights, benefits and obligations hereunder.
14.2 The Registrar may at any time assign all or any of its rights and
benefits hereunder with the prior written consent of the Company
(which shall not be unreasonably delayed or withheld), provided
that no such written consent shall be required in the case of an
assignment by the Registrar to an Associate.
15. NOTICES
Any notice served hereunder shall be sufficiently served if:
15.1.1 delivered by hand or sent by registered mail addressed to
the other party concerned at its registered or principal
office (as the case may be) for the time being and a
notice so sent by registered mail shall be deemed to be
received at the expiry of two clear days after the day of
posting; and
15.1.2 by facsimile to the other party concerned at its
registered or principal office (as the case may be) for
the time being and a notice so sent by facsimile shall be
deemed to be received on completion of its transmission.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement relating to the
provision of services by the Registrar to the Company and shall
supersede and extinguish all prior agreements and understandings
between the parties relating to such matters.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance
with the laws of England and Wales and the parties hereto
irrevocably submit to the exclusive jurisdiction of the English
Courts as regards any matter or claim relating to this Agreement.
18. INTERPRETATION AND CONSTRUCTION
18.1 In this Agreement, unless the context otherwise requires, the
following expressions shall have the following meanings:
"ASSOCIATE" means in relation to a company,
any company which is a subsidiary
or a holding company of that
company or a subsidiary of any
such holding company and any
individual, partnership or other
incorporated association or firm
which has direct or indirect
control of that company and any
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company which is directly or
indirectly controlled by any such
individual, partnership or other
incorporated association or firm,
and in relation to an individual,
partnership or other
unincorporated association, means
any company directly or
indirectly controlled by that
individual, partnership or other
association;
"DIRECTORS" means the Directors of the
Company for the time being and
includes where applicable any
alternate directors;
"PROPER INSTRUCTIONS" means written, cabled, facsimiled
or telexed instructions or
instructions given by any other
means of electronic transmission
in a readable form in respect of
any of the matters referred to in
this Agreement signed or
purported to be signed by such
one or more person(s) (whose
name, signature and office
address shall have been delivered
to the Registrar) as the
Directors shall from time to time
have authorised to give the
particular class of instruction
in question. In instances
indicated in advance by the
Directors, and agreed with the
Registrar, the Registrar may also
act pursuant to instructions by
telephone given or purported to
be given by designated persons
and such telephonic instructions
shall be deemed to be Proper
Instructions. Where Proper
Instructions are given by
telephone, written confirmation
thereof shall be sent to the
Registrar as soon as practicable
thereafter. Different persons may
be authorised to give
instructions for different
purposes and such persons may
also include officers of
corporations other than the
Company so authorised by the
Directors. A certified copy of a
resolution of the Directors may
be received and accepted by the
Registrar as conclusive evidence
of the authority of any such
person to act and may
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be considered as in full force and
effect until receipt of written
notice to the contrary;
"RECORDS" means all corporate records,
registers, books of account,
correspondence, files, tables,
documents, discs, print outs,
data and information systems.
18.2 In this Agreement, any reference to:
18.2.1 a Recital, Clause or a Schedule is, unless the context
otherwise requires, a reference to a recital or clause of,
or a schedule to, this Agreement and any reference to a
sub-clause is, unless otherwise stated, a reference to the
sub-clause of the Clause in which the reference appears;
18.2.2 this Agreement or to any agreement or document referred to
in this Agreement shall be construed as a reference to
such agreement or document as amended, varied, modified,
supplemented, restated, novated or replaced from time to
time;
18.2.3 any statute or statutory provision shall, unless the
context otherwise requires, be construed as a reference to
such statute or statutory provision as the same may have
been or may from time to time be amended, modified,
extended, consolidated, re-enacted or replaced and shall
include any subordinate legislation made thereunder;
18.2.4 a "subsidiary", "group" or "holding company" shall be
construed in accordance with Article 2 of the Companies
(Jersey) Law 1991.
18.3 In this Agreement, except where the context otherwise requires,
words denoting the singular include the plural and vice versa,
words denoting a gender include every gender and references to
persons include bodies corporate and unincorporate.
18.4 The Recitals and Schedule form part of this Agreement and shall
have the same force and effect as if they were expressly set out in
the body of this Agreement and any reference to this Agreement
shall include the Recitals and Schedule.
18.5 Clause headings in this Agreement are inserted for convenience only
and shall not affect the construction of this Agreement.
18.6 This Agreement shall prevail over the Company's standard terms and
conditions (if any).
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IN WITNESS whereof this Agreement has been entered into the day and year
first above written.
SIGNED by )
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ )
------------------------------- )
for and on behalf of )
Viceroy Acquisition Corporation )
SIGNED by )
/s/ ) /s/
------------------------------- )
for and on behalf of ) /s/
Capita IRG (Offshore) Limited )
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Appendix 1 - Registration Services
----------------------------------
The Registrar will in Jersey keep the Offshore Register and where applicable
registers of loan stock, debenture and warrant holders.
In addition, the Registrar will in the Island of Jersey or through its
Transfer Agent in the United Kingdom as appropriate: -
1. In compliance with instructions received from the Company, and
notwithstanding that Admission has not yet occurred, issue share
certificates and warrant certificates after the date hereof to
certain US placees who have subscribed for such Shares and Warrants
in accordance with the terms of the Placing Agreement dated the
same date as this Agreement between the Company, its Directors, CRT
Capital Group, LLC, as lead manager and KBC Peel ▇▇▇▇ Ltd ("KBC
Peel ▇▇▇▇"), as UK placing agent and certain ancillary documents
thereto.
2. Maintain the Offshore Registers from the date of this Agreement,
notwithstanding that the issue of certain Shares and Warrants in
accordance with paragraph 1 above is conditional upon Admission and
provided that notwithstanding the issue of such share certificates
and warrant certificates, the Registrar shall ensure that the
Offshore Registers shall remain closed with respect to transfers of
any such Shares and/or Warrants until such time as:
(a) all funds required to be paid to the Company in respect of
such Shares and Warrants have been paid, as confirmed to
the Registrar by KBC Peel ▇▇▇▇, and
(b) Admission has occurred.
3. Receive and register (within the time limits set down by the rules
of the London Stock Exchange plc) transfers, probates, powers of
attorney, changes of address, and all similar documents normally
needed to maintain the Offshore Registers in accordance with the
laws of the Jersey and the CREST Regulations.
4. Maintain and update the Offshore Register and where applicable
registers of loan stock, debenture and warrant holders.
5. Maintain and update dividend and interest payment instructions.
6. Prepare and despatch dividend and interest warrants for up to two
dividends per year per class of share or stock and reconcile the
respective bank accounts.
7. Prepare, seal and issue new shares or stock certificates and issue
duplicate certificates in place of certificates alleged to be lost,
destroyed or mutilated, following
7.1 the return of any mutilated certificate; or
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7.2 requiring such evidence as the Registrar or Transfer Agent
shall deem necessary of the loss or destruction of
certificates and an indemnity countersigned by a bank or
insurance company in respect thereof; or
7.3 if such evidence and indemnity is not offered then the
Registrar or Transfer Agent will submit any such request
for duplicate certificates to the Company.
8. Provide an internal audit and submit audit reports on transfers and
new certificates.
9. Ensure that the Register of Members shall be operated in such a way
as to enable the holding and transfer of shares in uncertificated
form.
10. Facilitate the provision of a secure computer link to the Company
or any designated person to facilitate the viewing of the Register
of Members. An additional fee is chargeable for this service.
11. Prepare and despatch name and address labels as the Company may
require for the despatch of the annual Report and Accounts and the
Interim Statement.
Additional name and address labels will be provided as and when
required by the Company at a fee agreed between the Registrar and
the Company.
12. Deal with all correspondence and enquiries relating to the Register
of Members including, but not limited to, holding the Register of
Members open for inspection at the Registered Office of the Company
and prepare such lists and extracts of the Register of Members as
are required to be or are customarily produced under the Law.
13. Receive, check, evaluate and report on forms of proxy for the
Company's Annual General Meeting.
14. Take all such precautions as are usual and reasonable for the
purpose of ascertaining the genuineness of all transfers,
certificates, warrants for dividends or other documents or
instruments in connection with any of the Company's registers or
with any dividends.
15. Maintain in force an insurance policy to cover any claim, which may
arise by reason of any forged transfer, certificate, warrant for
dividend or other document or instrument in connection with the
aforementioned matters.
16. Undertake such additional duties on such terms and conditions as
may be agreed with the Company.
17. Deal with all shareholder approval documentation relating to a
Business Combination (as defined in the Admission Document)
including but not limited to the circulation of any shareholder
circular and the receiving, checking evaluating and reporting on
Proxy forms.
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Appendix 2 - Initial Fee Structure
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Annual stockholder account
maintenance : (pounds)2.00 Per Account
REGISTER MAINTENANCE
Annual stockholder account maintenance : (pounds)8,000
To include up to 500 shareholder accounts,
350 Transfers per annum, one Processing
Acquisition Acceptance and the UK transfer
agent
TRANSFERS
Each transfer over 650 : (pounds)12.50 Per shareholder
account
PROCESSING ACQUISITION ACCEPTANCES
Per acceptance : (pounds)7.50
Issuing repurchase cheque : (pounds)1.50
WARRANTS
Redemptions
Minimum Fee : (pounds)260
Management and set up fee : (pounds)3.50
Per account : (pounds)3.50
DISBURSEMENTS
A fee of (pounds)10 per month to cover storage costs and (pounds)0.05 per
account per annum, subject to a minimum fee of (pounds)250, to cover Forged
Transfer Insurance.
Additional specific disbursements for stationery, couriers, postage,
telephone and other out of pocket expenses would be charged based on actual
amounts incurred or on a recovery basis.
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LISTINGS AND LABELS
Ad hoc requests for various listings and analysis can be processed and
delivered by fax, couriers or post (at the Company's option) at any time.
These are charged separately at the time and the cost reflects the work
undertaken, presently 3p per account detail printed with a minimum charge of
(pounds)60.
The above fees are exclusive of all taxes, duties and tariffs
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