As Spitfire Oil is not incorporated in the United Kingdom, the rights of shareholders are different from the rights of shareholders in a UK incorporated company.
The Company is an exempted company incorporated in Bermuda under the Bermuda Act. There are a number of differences between the corporate structure of the Company and that of a public limited company incorporated in England under the Companies Act 1985.
The Directors consider that it is appropriate to retain the majority of the usual features of a publicly traded company in Bermuda. Set out below is a description of the principal relevant differences between companies incorporated in England and Bermuda:
- Pre-emptive rights: shareholders do not have pre-emption rights under the Bermuda Act over further issues of the shares of the Company;
- Takeovers: the Company will not be subject to the City Code on Takeovers and Mergers and the Bermuda Act does not contain provisions which would force a person acquiring a majority of shares in a company also to acquire the shares of the minority; 16
- Disclosure of interests in shares: under the Bermuda Act, shareholders are not obliged to disclose their interests in the Company in the same way as shareholders of a company governed by the Companies Act 1985 are required to do. However, the bye-laws provide that (to the extent permitted by applicable law) any person is obliged to notify the Company (within the period and including the particulars required by the Company) if the aggregate number of Ordinary Shares in which it is interested (A) exceeds three per cent. of the outstanding issued shared capital of the Company or (B) changes for an aggregate amount which exceeds three per cent. of the outstanding issued share
capital of the Company; and unless otherwise directed by the Directors, Shareholders will not be entitled to receive dividends or to vote or appoint a proxy to vote, at any meeting of shareholders unless, in connection therewith, they either certify to the Company that they have complied with such obligation or provide any required notification on written request by the Company; a registered holder of Ordinary Shares is obliged to notify the Company (within the period and including the particulars required by the Company) of any person interested in such Ordinary Shares; and, unless otherwise directed by the Directors, dividend rights and voting rights in respect of such shares may
not be exercised for so long as such holder of Ordinary Shares is in default of this obligation; and for the purposes of the above “interest” (and cognate terms) shall be construed in accordance with the Companies Act 1985 section 208.
- Issue of preference shares: in certain circumstances, the Board may issue preference shares in terms intended to delay or prevent a change of control. Additionally, the Board or the Shareholders in general meeting or by unanimous written resolution may create preference shares with liquidation rights, dividend rights or rights to receive consideration that greatly exceeds the amount given to holders of Ordinary Shares.
- Dividends: the declaration of dividends shall be at the discretion of the Board and shall not require the consent of Shareholders.