To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

(l)
(m)
Save as disclosed in paragraph 3(m), none of
the persons mentioned in paragraph 3(k)
above has for at least the previous five
years:
(i) any convictions in relation to
fraudulent offences;
(ii) been associated with any bankruptcies,
receiverships or liquidations in relation
to an entity for which they have been
acting as members of the
administrative, management or
supervisory bodies or were a partner
with unlimited liability (in the case of a
limited partnership with share capital),
founder or a senior manager who was
relevant to establishing that that entity
had the appropriate expertise and
experience for the management of its
business;
(iii)
(iv)
been subject to any official public
incrimination and/or sanctions by
statutory or regulatory authorities
(including designated professional
bodies); or
been disqualified by a court from
acting as a member of the
administrative, management or
supervisory bodies of an issuer or
from acting in the management or
conduct of the affairs of any issuer.
Peter Dicks is a director of Second London
American Trust plc and Enterprise Capital
Trust plc, which were placed into members’
voluntary liquidation in August 2006 and
7 February 2008 respectively. Peter Dicks
was also, until this year, a director of The
East German Investment Trust plc, which
was placed into members’ voluntary
liquidation in November 2008. Peter Dicks
was also director of ISEC Securities Limited
and CM Group Holdings Limited, which
were put into members’ voluntary
liquidation prior to being dissolved in
September 2005 and May 2008 respectively.
In addition, Peter Dicks was also director of
Boostcareer Limited and GEI Group Limited,
which were voluntarily struck off the register
of companies and dissolved in August 2009
and November 2010 respectively. Peter
Dicks was also director of United Industries
plc which was placed into administration in
April 2006. Under the administration of the
company all secured creditors were paid in
full. Total non-preferential unsecured
creditors as detailed on the directors’
statement of affairs as at 5 April 2006
amounted to £33,611,202. There were
insufficient funds to enable a distribution to
non-preferential unsecured creditors leaving
an estimated final deficiency as regards nonpreferential
unsecured creditors of
£33,611,202. There were no known
preferential creditor claims.
Tom Sooke is a director of Matrix Income &
Growth 3 VCT plc which was placed into
members’ voluntary solvent liquidation on
20 May 2010 pursuant to a section 110
Insolvency Act 1986 scheme of
reconstruction (merger) with Matrix Income
& Growth VCT plc.
Steven Harris was a director of Working
Assets Human Capital Limited and Europace
Energy Limited when they were voluntarily
wound up in February 2007 and September
2009, respectively.
4. Memorandum and Articles
The objects of the Company are not limited by
any provisions of the Memorandum or the Articles
of the Company.
The following is a summary of the current Articles.
In this paragraph 4, reference to ‘‘Directors’’
means the directors of the Company from time to
time, reference to the ‘‘Board’’ means the board
of directors of the Company from time to time
and reference to ‘‘the Act’’ means CA 2006 as the
context permits as amended from time to time.
(a) Share Capital
(i) The Company may issue shares which
are liable to be redeemed on such
terms and conditions as the Board
may determine.
(1) The holders of the Redeemable
Shares shall be entitled to
receive from the profits of the
Company available for a
distribution in priority to any
other dividend or distribution a
fixed annual non-cumulative
dividend of one pence per
Redeemable Share held by
them, the first such dividend
being payable in respect of the
first financial period of the
Company commencing after
30 September 2011. Subject
thereto the Redeemable Shares
shall not confer upon their
holders any entitlement to
participate in any dividend or
other distribution of the profits
of other Company
30