We are focused on the gaming market in the UK and Spain and have four key strengths to help future growth:
For a full copy of our Articles of Association, please click here.
The Articles of Association contain (among others) provisions to the following effect.
The Company’s objects and purposes are unrestricted pursuant to section 31(1) of the Companies Act.
2 Limited Liability
The liability of the Company’s members is limited to any unpaid amount on the shares in the Company held by them.
3 Change of Name
The Company may change its name by special resolution under the Companies Act.
4 Share rights
Subject to the Companies Act, any resolution passed by the Company under the Companies Act and subject to other shareholder rights, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the Board may decide. These rights and restrictions will apply as if they were set out in the Articles. Redeemable shares may be issued. The Directors can decide on the terms and conditions and the manner of redemption of any redeemable shares. These terms and conditions will apply as if they were set out in the Articles. Subject to the Articles, the Companies Act and other shareholder rights, the shares in the Company are at the disposal of the Board.
5 Voting Rights
Shareholders will be entitled to vote at a general meeting or class meeting, whether on a show of hands or a poll, as provided in the Companies Act. The Companies Act provides that:
5.1 on a show of hands every member present in person has one vote and every proxy present who has been duly appointed by one or more members will have one vote, except that a proxy has one vote for and one vote against if the proxy has been duly appointed by more than one member and the proxy has been instructed by one or more members to vote for and by one or more other members to vote against. For this purpose the Articles provide that, where a proxy is given discretion as to how to vote on a show of hands, this will be treated as an instruction by the relevant Shareholder to vote in the way that the proxy decides to exercise that discretion; and
5.2 on a poll every member has one vote per share held by him and he may vote in person or by one or more proxies. Where he appoints more than one proxy, the proxies appointed by him taken together shall not have more extensive voting rights than he could exercise in person. This is subject to any rights or restrictions which are given to any shares or on which shares are held.
If more than one joint Shareholder votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the share.
No member shall be entitled to vote at any general meeting or class meeting in respect of any share held by him if any call or other sum then payable by him in respect of that share remains unpaid and he has been served with a forfeiture notice (as defined in the Articles of Association) or if he has been served with a s. 793 notice (as defined in the Articles of Association) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act.
7 Dividends and Other Distributions
The Company may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the Board. Subject to the Companies Act, the Board may pay interim dividends, and also any fixed rate dividend, whenever the profits of the Company, in the opinion of the Board, justifies its payment.
The Board may withhold payment of all or any part of any dividends or other monies payable in respect of the Company's shares from a person with an interest in 0.25 per cent. of the issued shares of the relevant class if such a person has been served with a s. 793 notice (as defined in the Articles of Association) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act.
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, all dividends shall be apportioned and paid pro rata according to the amounts paid up on the share during any portion of the period in respect of which the dividend is paid.
The Board may, if authorised by an ordinary resolution of the Company, offer Shareholders (excluding any member holding shares as treasury shares) in respect ofany dividend the right to elect to receive Ordinary Shares by way of scrip dividend instead of cash.
Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for payment shall be forfeited and revert to the Company.
The Company may stop sending cheques, warrants or similar financial instruments in payment of dividends by post in respect of any shares, or may cease to employ any other means of payment, including payment by means of a relevant system, for dividends if either (i) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed or (ii) one payment remains uncashed or is returned undelivered or that means of payment has failed and reasonable enquiries have failed to establish any new postal address or account of the holder. The Company may resume sending dividend cheques, warrants, or similar financial instruments or employing that means of payment, if the holder requests such resumption in writing.
8 Variation of Rights Subject to the Companies Act, rights attached to any class of shares may be varied with the written consent of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. At every such separate general meeting (except an adjourned meeting) the quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (calculated excluding any shares held as treasury shares).
The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them.
9 Transfer of Shares
The shares are in registered form. Any shares in the Company may be held in uncertificated form and, subject to the Articles, title to uncertificated shares may be transferred by means of a relevant system. Provisions of the Articles do not apply to any uncertificated shares to the extent that such provisions are inconsistent with the holding of shares in uncertificated form or with the transfer of shares by means of a relevant system.
Any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. The instrument of transfer must be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee.
The transferor of a share is deemed to remain the holder until the transferee's name is entered in the register.
The Board can decline to register any transfer of any share which is not a fully paid share. The Board may also decline to register a transfer of a certificated share unless the instrument of transfer:
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the CREST Rules or where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.
The Board may decline to register a transfer of any of the Company's certificated shares by a person if such a person has been served with a s. 793 notice (as defined in the Articles of Association) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act.
10 General Meetings
The Articles rely on the Companies Act provisions dealing with the calling of general meetings. The Companies Act provides that a general meeting (other than an adjourned meeting) must be called by notice of at least 21 days in the case of an annual general meeting and at least 14 days in any other case. Notice of a general meeting must be given in hard copy form, in electronic form or by means of a website and must be sent to every member and every Director. It must state the time, date and place of the meeting and the general nature of the business to be dealt with at the meeting. A notice calling an annual general meeting must state that the meeting is an annual general meeting.
Each Director shall be entitled to attend and speak at any general meeting. The chairman of the meeting may invite any person to attend and speak at any general meeting where he considers that this will assist in the deliberations of the meeting.
11.1 Number of Directors
The Directors shall be not less than two but shall not be subject to any maximum number. The Company may by ordinary resolution vary the minimum and/or maximum number of Directors.
11.2 Directors’ Shareholding Qualification
A Director shall not be required to hold any shares in the Company.
11.3 Appointment of Directors
Directors may be appointed by the Company by ordinary resolution or by the Board. A Director appointed by the Board holds office only until the next following annual general meeting of the Company and is then eligible for reappointment.
The Board or any committee authorised by the Board may from time to time appoint one or more Directors to hold any employment or executive office for such period and on such terms as they may determine and may also revoke or terminate any such appointment.
11.4 Appointment of Independent Directors
For such time as the Company has a controlling shareholder (as defined in the Listing Rules), a person may only be appointed or re-elected to office as an independent director (as defined in the Listing Rules) if their appointment or re-election is approved by both an ordinary resolution of the Shareholders and an ordinary resolution of the independent Shareholders (as defined in the Listing Rules).
If the appointment or re-election of an independent director is not approved by both the Shareholders and the independent Shareholders, the Company must propose a further resolution to appoint or re-elect the relevant personwhich must be voted on not less than 90 days but not more than 120 days from the date of the original annual general meeting and must be approved by an ordinary resolution of the Shareholders.
11.5 Retirement of Directors
At every annual general meeting of the Company any Director in office at the date of the notice convening the annual general meeting shall retire from office and may offer himself for reappointment by the members.
11.6 Removal of Directors by Ordinary Resolution
The Company may by ordinary resolution remove any Director before the expiration of his period of office.
11.7 Vacation of Office
The office of a Director shall be vacated if:
If the office of a Director is vacated for any reason, such Director must cease to be a member of any committee or sub-committee of the Board on which he is sitting.
11.8 Alternate Directors
Any Director may appoint any person to be his alternate and may at his discretion remove such an alternate Director.
11.9 Proceedings of the Board
Subject to the provisions of the Articles, the Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two. A meeting of the Board at which a quorum is present shall becompetent to exercise all the powers, authorities and discretions vested in or exercisable by the Board.
The Board may appoint a Director to be the chairman or a deputy chairman and may at any time remove him from that office. Questions arising at any meeting of the Board shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
All or any of the members of the Board may participate in a meeting of the Board by means of a conference telephone or any communications equipment which allows all persons participating in the meeting to speak to and hear each other. A person so participating shall be deemed to be present at the meeting and shall be entitled to vote and to be counted in the quorum.
The Board may delegate any of its powers, authorities and discretions (with power to subdelegate) to any committee, consisting of such person or persons as it thinks fit, provided that the majority of persons on any committee or sub-committee must be Directors. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in the Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.
11.10 Remuneration of Directors
Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Board, but the aggregate of all such fees so paid to the Directors shall not exceed £1,000,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any Director who is appointed to any executive office shall be entitled to receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board or any committee authorised by the Board may decide, either in addition to or in lieu of his remuneration as a Director. In addition, any Director who performs services which in the opinion of the Board or any committee authorised by the Board go beyond the ordinary duties of a Director, may be paid such extra remuneration as the Board or any committee authorised by the Board may determine. Each Director may be paid all reasonable expenses he incurs attending and returning from meetings of the Board, or committees of the Board or of the Company or any other meeting which as a Director he is entitled to attend, and shall be paid all reasonable expenses incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director.
11.11 Pensions and Gratuities for Directors
The Board may give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been employed by or in the service of the Company (including Directors who have held any executive office under the Company) and to the wives, husbands, civil partners, widows, widowers, children and other relatives and dependants of any such persons and may set up, establish, join with other companies (being subsidiary undertakings of the Company or companies with which it is associated in business), support and maintain pension, superannuation or other funds or schemes (whether contributory or non-contributory) for the benefit of such persons or any of them or any class of them.
11.12 Directors’ Interests
The Board may, subject to the provisions of the Articles, authorise any matter which would otherwise involve a Director breaching his duty under the Companies Act to avoid conflicts of interest. Where the Board gives authority in relation to a conflict of interest, the Board may (i) require the relevant Director to be excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest or situation, (ii) impose upon the relevant Director such other terms for the purpose of dealing with the conflict of interest or situation as it may determine and (iii) may provide that the relevant Director will not be obliged to disclose information obtained otherwise than through his position as a Director and that is confidential to a third party or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence. The Board may revoke or vary such authority at any time.
Subject to the provisions of the Companies Act, and provided he has declared the nature and extent of his interest to the Board as required by the Companies Act, a Director may:
A Director shall not, by reason of his office, be liable to account to the Company or its members for any benefit realised by reason of having an interest permitted as described above or by reason of having a conflict of interest authorised by the Board and no contract shall be liable to be avoided on the grounds of a Director having any such interest.
11.13 Restrictions on Voting
No Director may vote on, or be counted in the quorum in relation to, any resolution of the Board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office with the Company or any other company in which the Company is interested, save to the extent permitted specifically in the Articles.
Subject to certain exceptions set out in the Articles, no Director may vote on, or be counted in a quorum in relation to, any resolution of the Board in respect of any contract in which he has an interest and, if he does so, his vote shall not be counted. Subject to the Companies Act, the Company may by ordinary resolution suspend or relax to any extent the provisions relating to Directors’ interests or the restrictions on voting or ratify any transaction not duly authorised by reason of a contravention of such provisions.
11.14 Borrowing and Other Powers
Subject to the Articles, the Companies Act and any directions given by the Company by special resolution, the business of the Company will be managed by the Board who may exercise all the powers of the Company, whether relating to the management of the business of the Company or not. In particular, the Board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge any of its undertakings, property, assets (present and future) and uncalled capital and to issue debentures and other securities and to give security for any debt, liability or obligation of the Company or of any third party. The Board must restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure that no money is borrowed if the total amount of the moneys borrowed by members of the Group (as defined in the Articles of Association) then exceeds or would as a result of such borrowing exceed two times the aggregate of the nominal amount paid up on the issued share capital of the Company and the Company’s adjusted capital and revenue reserves (as defined in the Articles of Association).
11.15 Indemnity of Directors
To the extent permitted by the Companies Act, the Company may indemnify any Director or former Director or any director or former director of any associated company against any liability and may purchase and maintain for any Director or former Director or any director or former director of any associated company insurance against any liability.
12 Methods of Service and Communications with Shareholders
Any notice, document (including a share certificate) or other information may be served on or sent or supplied to any Shareholder by the Company personally, by post, by means of a relevant system, by sending or supplying it in electronic form to an address notified by the Shareholder to the Company for that purpose, where appropriate, by making it available on the Company’s website and notifying the Shareholder of its availability, or by any other means authorised in writing by the Shareholder.
The Company has served notice on its existing Shareholders of its intention to communicate with them via the Company’s website and has sought their acceptance to communicate with them by way of other electronic means.
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