SCHEDULE 3MODEL ARTICLES FOR PUBLIC COMPANIES
PART 4SHARES AND DISTRIBUTIONS
CONSOLIDATION OF SHARES
Procedure for disposing of fractions of sharesI169
1
This article applies where—
a
there has been a consolidation or division of shares, and
b
as a result, members are entitled to fractions of shares.
2
The directors may—
a
sell the shares representing the fractions to any person including the company for the best price reasonably obtainable;
b
in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser; and
c
distribute the net proceeds of sale in due proportion among the holders of the shares.
3
Where any holder’s entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the directors, that member’s portion may be distributed to an organisation which is a charity for the purposes of the law of England and Wales, Scotland or Northern Ireland.
4
The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.
5
The transferee’s title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.