Subject to the Articles, a member may transfer all or any of shares in a manner which is from time to time approved by the Board.
The board may, in its absolute discretion and without giving any reason, refuse to register any transfer of a certificated share or uncertificated share (subject to the Uncertificated Securities Regulations 2006):
• of any class which is not fully paid provided that, where any such shares are admitted to the official list of the UK Listing Authority, or admitted to AIM such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis;
• unless the transfer is in respect of one class of shares and is in favour of no more than four transferees and the instrument of transfer, if necessary duly stamped, is deposited at the registered office or such other place as the board may appoint, accompanied by the certificate for the shares to which it relates if it has been issued, and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer; and
• if the transfer is in favour of any Non-Qualified Holder.
If it shall come to the notice of the Directors that any ordinary shares or redeemable preference shares (“shares”) are owned directly or beneficially by a Non-Qualified Holder, the Directors may give notice to such person requiring him (i) to provide the Directors within thirty days with sufficient satisfactory documentary evidence to satisfy the Directors that such person does not fall within the definition of a Non-Qualified Holder and in default of such evidence (ii) to sell or transfer his shares to a person qualified to own the same within thirty days and within such thirty days to provide the Directors with satisfactory evidence of such sale or transfer. If any person upon whom such a notice is served pursuant to this paragraph does not within thirty days after such notice transfer his shares to a person qualified to own the same or establish to the satisfaction of the Directors (whose judgment shall be final and binding) that he is qualified and entitled to own the shares he shall be deemed upon the expiration of such thirty days to have forfeited his shares and the Directors shall be empowered at their discretion to follow the procedure pursuant to Articles 23 to 27.